1 May 2024
RA INTERNATIONAL GROUP
PLC
("RA International", "RA",
the "Group" or the "Company")
Results for the year ended 31
December 2023
RA International Group plc (AIM:
RAI), a specialist provider of complex and integrated remote site
services to organisations globally, announces its audited full year
results in respect of the 12 months ended 31 December 2023. The
Company expects that its annual report will be available on its
website by the end of next week.
HIGHLIGHTS
·
The Group achieved a significant turnaround,
delivering an EBITDA profit of USD 6.3m (2022 EBITDA loss: USD
4.1m) and a profit before tax of USD 0.2m (2022 loss: USD
13.0m).
·
This performance was achieved due to an increase
in gross profit margin to 14.5% (2022: 8.3%) primarily due to the
sales mix and an increase in higher-margin IFM revenue, and despite
a 7.3% reduction in reported revenue to USD 58.3m (2022: USD
62.9m).
·
The Group successfully secured the sale of
previously impaired assets for USD 5.2m, also securing follow-up
work with the same client. In addition, the Group completed a
refinancing and fundraising exercise, raising USD 1.8m through the
issue of new loan notes. Together these actions have significantly
improved the Group's cash and liquidity position.
·
Cash increased by USD 9.4m during the year
resulting in a net cash position (cash less loan notes) of USD 1.1m
(2022 net debt: USD 6.5m).
·
The basic earnings per share was 0.1 cents (2022
loss: 7.6 cents).
·
The Group continued to make good progress in
strengthening its position with Government clients and is actively
securing and delivering contracts for the UK and US
Governments.
·
The closing year-end order book was USD 49m (2022:
USD 83m), reflecting a shift towards high-value UK and US
Government framework agreements that are not included in the order
book and a slowdown in the UN contract bid cycle in recent years.
The Group currently has a number of tenders submitted to the UN
organisations that, if successful, will significantly rebuild the
order book.
Soraya Narfeldt, CEO of RA International,
commented:
"The Board is pleased with the
progress made in 2023 towards its key objectives of improving RA's
financial stability, returning to profitability, and continuing to
invest in the Group's future growth and development.
In 2023, RA continued to deliver
high-value, high-margin IFM projects and secured contracts in
existing locations and new regions including Suriname, Ivory Coast,
and Ethiopia. The refreshed RA Federal Services board brings a
wealth of experience, leading to a significant improvement in new
business opportunities and performance. We were very pleased with
the sale of previously impaired assets, which has already resulted
in follow-on work with a new client.
The Group has a healthy sales
pipeline and is awaiting decisions on several large, high-quality
bids across its core client base. If successful, these bids will
diversify RA further by geography and client portfolio. Our focus
in 2024 is to continue building on the significant progress made in
2023, improve cash flow further, and increase
profitability."
Enquiries:
|
RA
International Group PLC
Sangita Shah, Chair
Soraya Narfeldt, Chief Executive
Officer
|
Via Strand Hanson
|
|
Strand Hanson Limited (Nominated & Financial Adviser and
Broker)
Ritchie Balmer / James Spinney /
David Asquith
|
+44 (0) 20
7409 3494
|
About RA International
RA International is a leading
provider of services to remote locations. The Group offers its
services through three channels: construction, integrated
facilities management and supply chain, and services two main
client groups: humanitarian and aid agencies and western government
organisations focusing on overseas projects. It has a strong
customer base, largely comprising UN agencies, UK and US government
departments and global corporations.
The Group provides comprehensive,
flexible, mission critical support to its clients enabling them to
focus on the delivery of their respective businesses and services.
Focusing on integrity and values alongside making on-going
investment in its people, locations and operations has over time
created a reliable and trusted brand within its sector.
CHAIR'S STATEMENT
In 2023, I am pleased to report that
the Group successfully transitioned to stability, profitability,
and positive cash generation. After several challenging years, RA
achieved a significant turnaround from a substantial loss in 2022
to a modest profit in 2023. Bolstered by a series of refinancing
efforts, we have strengthened the balance sheet and improved cash
balances, setting a healthier financial foundation for the
Group.
This successful transition was
underpinned by a decision to inject agility and proportionality and
as such the year witnessed significant changes in the Board, its
advisers and auditor. The Group Board was streamlined, with two
Directors retiring, Alec Carstairs and Philip Haydn-Slater. The
CFO, Andrew Bolter also stepped down following ten years of service
to the Group. I would like to express my gratitude on behalf of the
Board for their invaluable service and commitment to the Group.
Additionally, in keeping with the Group strategy, we expanded the
US-focused RA Federal Services ("RA FS") board. Dave Marshall has
been promoted to Group Finance Director, reporting directly to the
Board.
The year also saw the transition of
RA's auditor to PKF Littlejohn LLP following a competitive tender
process. In addition, we are delighted to have appointed Strand
Hanson as our Nominated and Financial Adviser and Broker,
specialists in advising companies working in frontier and emerging
markets.
During the year we reported our
inaugural Task Force on Climate-related Financial Disclosures
("TCFD") framework. Given the size and complexity of the Group,
where our locations are exposed to the physical risks associated
with climate-related risks, the exercise was challenging. However,
we recognise the importance of this initiative in understanding
relevant climate-related risks and enhancing our risk management
practices, and as such we established a cross-departmental TCFD
Steering Group responsible for analysing our climate-related risks.
Additionally, the Group enhanced its risk management capabilities,
adding a "four lines of defence" model for risk
assurance.
The Board is cognisant of the
changes to the QCA Corporate Governance Code that will come into
effect in 2025 and we remain committed to continue to adopt the
code.
In summary, RA is in a far stronger
position than the very challenging years previously. The recent
restructuring of the RA FS board, with the appointment of David
Dacquino as its Chair, is already bearing fruit. We have been
awarded strategically important US Government contracts and our
pipeline includes several UK and UN mandates.
I would personally like to take this
opportunity to express my gratitude to the staff at RA, spearheaded
by our founders Soraya and Lars, for their continued commitment,
dogged persistence, and assiduous efforts in successfully
transitioning the business. I would also like to thank all our
stakeholders for their continued support.
Sangita Shah
Non-Executive Chair
30 April 2024
CHIEF EXECUTIVE OFFICER'S REVIEW
Our focus on stability and cash
generation is evident in our 2023 results, where the Group returned
to profitability after navigating through some of the most
challenging years we have faced.
Throughout this period, we remained
steadfast in recognising and building upon the strengths of our
business. As a result, our operations performed well, we retained
clients, and we enhanced the core values of our business.
Furthermore, we continued to execute high-value facilities
management projects and secured multiple supply chain contracts for
asset delivery to regions such as South America, North Africa, and
West Africa.
Financial performance
The Group achieved a significant
turnaround from an EBITDA loss of USD 4.1m in 2022 to EBITDA profit
of USD 6.3m, and a profit before tax of USD 0.2m (2022 loss: USD
13.0m). This result was delivered despite a reduction in reported
revenue of 7.3% to USD 58.3m (2022: USD 62.9m).
Gross profit margin increased to
14.5% (2022: 8.3%) due to the sales mix and an increase in
higher-margin IFM revenue.
IFM revenue increased 16.5% to USD
31.9m (2022: USD 27.4m), primarily relating to an increase in
catering and hotel services, as well as upselling on long-term
contracts.
Construction revenue fell to USD
12.4m (2022: USD 21.3m) due to two significant projects being
completed in the prior year.
Supply chain revenue reduced
marginally to USD 13.9m (2022: USD 14.2m).
Cash increased by USD 9.4m during the
year resulting in a net cash position (cash less loan notes) of USD
1.1m (2022 net debt: USD 6.5m).
The basic earnings per share was 0.1
cents (2022 loss: 7.6 cents).
Sale of impaired assets
We were particularly encouraged by
the success of previously impaired asset sales, which generated net
income. Additionally, the client who purchased the assets requested
RA to ship and erect the assets, creating additional revenue and
cross-selling opportunities for our other business services. In
total, USD 5.2m was recognised and these sales also removed the
need for future storage costs. The disposals generated a net cash
inflow of USD 3.5m in 2023, with USD 2.0m of income outstanding at
31 December 2023, and USD 0.4m of related costs due for payment in
2024.
Refinancing
During the year, the Group completed
a refinancing and fundraising exercise. The purpose of the exercise
was to extend the maturity of the USD 14.0m of loan notes issued by
the Group in previous periods, and which were due to mature in the
second half of 2023. USD 11.7m of loan notes were extended to
mature in January 2027, with the Group aiming to repay USD 2.3m by
November 2024 in order to begin reducing debt commitments. An
additional USD 1.8m was also raised through the issue of new loan
notes in order to maintain adequate liquidity.
Contract awards and framework agreements
The sale of impaired assets, as
previously mentioned, not only contributed to our financial
recovery but also led to follow-on work. This resulted in the
expansion of our client base and global reach, adding Suriname,
Ivory Coast, and Ethiopia to our portfolio. Our supply chain and
logistics teams provided Last Mile Logistics to support these new
clients, ensuring timely delivery of assets. Additionally, our
construction team successfully installed all the assets that were
sold.
Pleasingly, our Integrated Facilities
Management (IFM) teams will begin providing facilities management
services and catering to these clients, demonstrating the
effectiveness of the RA business model. This integration of
services underscores our commitment to long-term partnerships and
comprehensive support for our clients.
During the period we received
contracts with an aggregate value of over USD 25m, including three
task orders for US Navy base on Diego Garcia awarded under an
existing framework agreement.
We were also pleased to announce a
new framework agreement with the UK FCDO to provide operational support capability funded through
the Conflict, Stability
and Security Fund (CSSF) in
September 2023. Having scored highest out of 27 awardees, we are
well placed to begin participating in task orders.
From a standing start in 2021,
western Government contracts now account for 51% of our revenue.
Our success in winning UK and US Government framework agreements
has opened up a large pool of potential projects, diversifying our
client base and aligning with our strategic goal of extending our
geographic reach. However, the nature of these framework agreements
means that while we have visibility on the ceiling value of funds
available, we cannot be certain of the timing, quantity, and exact
value of future task orders.
In contrast, humanitarian and
commercial contracts are typically awarded on a fixed-value basis
over a specified period of time. These contracts provide a more
predictable and visible revenue stream, but may not offer the same
level of growth potential as the government contracts. The shift in
our business mix, along with a slowdown in the UN contract bid
cycle in recent years, means that the order book at 31 December
2023 reduced to USD 49m (2022: USD 83m in 2022). Consequently, this
is no longer fully representative of the scope and potential of the
projects we are pursuing through our framework agreements and IDIQ
(indefinite delivery indefinite quantity) contracts.
However, we are optimistic about the
future given the number of tenders submitted to UN organisations
which, if successful, will significantly rebuild the order book.
Additionally, bid activity with both commercial and humanitarian
organisations is increasing once again, indicating a positive trend
in both these sectors.
RA
Federal Services ("RA FS")
During the summer, we made changes
to the RA FS board, appointing new directors to lead the company.
Mr. Dave Dacquino, who has been the Chairman and CEO of Serco US
for several years, now leads the Board. He brings a wealth of
experience and knowledge to the table, and we believe he will help
us grow this side of the business rapidly. Joining him are Brandon
Weidenfeller as CEO, and Ms. Danielle Saunders and Ms. Sandy Peavy
as board directors, who together bring extensive experience in US
Government work. We are excited about this change and confident in
the future it will bring.
We have several promising
opportunities in the pipeline and are preparing for an influx of
work over the next few months. RA FS has been very successful with
US Embassy projects, and we are currently working on projects in
Suriname, Zimbabwe, and Thailand. We anticipate this type of work
to increase over the coming years and are building an organisation
to support this growth.
There is a significant momentum with
the Overseas Building Operations (OBO) work, with projects in
several new countries. As a result RA FS has significant
opportunities for growth, both overseas and within the
US.
Strategy review
In 2023, we conducted a thorough
review of the Group's strategy, setting our guiding compass for the
future. This process provides the clarity and determination
necessary to achieve our long-term vision of becoming the leading
infrastructure and support services provider globally. In addition
to our mission to deliver quality work on time, we aim to lead our
industry with differentiable and sustainable solutions and
initiatives, ensuring that we are at the forefront of innovation
and excellence.
The three pillars of our strategic
goals can be summarised as follows:
·
A steadfast
commitment to financial stability as we navigate the ever-changing
economic landscape. We understand
the importance of maintaining a strong foundation to support our
continued sustainable growth.
·
Profitability is
a key element that drives our decision-making
process. We understand the
significance of striking a balance between delivering outstanding
customer service and generating returns for our
shareholders.
·
Doing business
the right way. We are dedicated to
investing in the growth and development of our workforce, and
strive to promote a sustainable approach in all aspects of contract
execution.
A key focus of our development is
leveraging the knowledge gained from our own sustainability efforts
to offer solutions to clients. We recognise that some clients
struggle with sustainability due to limited resources or expertise
on the ground, particularly in measuring supply-chain impacts. We
aim to assist by applying our knowledge to help them set achievable
strategies and gather necessary information to show progress. This
aligns with our commitment to deliver projects while positively
impacting the environment and communities.
Outlook
We are making good progress in
building a resilient business and our results for 2023 reflect
this, with a return to profitability and cash generation.
Furthermore, we built a broader customer base and enhanced our
existing customer relationships, entering global framework
agreements and delivering on our capabilities. Our efforts are paving the way for us to seize new
opportunities within the commercial sector as well
as adding to our service offering by strengthening
our catering capabilities.
In addition to progress made at RA
FS, since entering 2024 we have seen a return in momentum in
construction projects and have been invited to support UK Export
Finance and the Togolese Republic in a rural electrification
project funded by UK Export Finance. With the UN, we have won
tenders in Western Sahara and are awaiting adjudication on other
bids, including providing support on the border between South Sudan
and Sudan. Furthermore, we are gaining momentum with our existing
UK and US Government framework agreements.
With an increased execution focus on
service excellence to our customers, effective conversion of a
substantial pipeline of opportunities, the safety and productivity
of our colleagues, and progressing the technology-enablement of our
business, we are well-aligned to grow our revenues and deliver
improved profits.
Soraya Narfeldt, Chief Executive Officer
30 April 2024
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
For the year ended 31
December 2023
|
|
|
2023
|
2022
|
|
|
Notes
|
USD'000
|
USD'000
|
|
|
|
|
|
|
Revenue
|
7
|
58,286
|
62,917
|
|
|
|
|
|
|
Cost of sales
|
9
|
(49,853)
|
(57,717)
|
|
|
|
────────
|
────────
|
|
Gross profit
|
|
8,433
|
5,200
|
|
|
|
|
|
|
Administrative expenses
|
9
|
(11,587)
|
(11,695)
|
|
|
|
────────
|
────────
|
|
Underlying operating loss
|
|
(3,154)
|
(6,495)
|
|
|
|
|
|
|
Non-underlying items
|
9
|
5,211
|
(4,217)
|
|
|
|
────────
|
────────
|
|
Operating profit/(loss)
|
|
2,057
|
(10,712)
|
|
|
|
|
|
|
Investment revenue
|
|
188
|
206
|
|
Finance costs
|
|
(2,044)
|
(2,491)
|
|
|
|
────────
|
────────
|
|
Profit/(Loss) before tax
|
|
201
|
(12,997)
|
|
|
|
|
|
|
Tax expense
|
11
|
(7)
|
(169)
|
|
|
|
────────
|
────────
|
|
Profit/(Loss) and total comprehensive income for the
year
|
|
194
|
(13,166)
|
|
|
|
════════
|
════════
|
|
|
|
|
|
|
Basic earnings per share (cents)
|
12
|
0.1
|
(7.6)
|
|
Diluted earnings per share (cents)
|
12
|
0.1
|
(7.6)
|
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2023
|
|
|
2023
|
2022
|
|
|
Notes
|
USD'000
|
USD'000
|
|
|
|
|
|
|
Assets
|
|
|
|
|
Non-current assets
|
|
|
|
|
Property, plant, and
equipment
|
15
|
17,024
|
19,590
|
|
Right-of-use assets
|
16
|
4,353
|
4,421
|
|
|
|
────────
|
────────
|
|
|
|
21,377
|
24,011
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
Inventories
|
17
|
4,147
|
5,154
|
|
Trade and other
receivables
|
18
|
15,741
|
16,389
|
|
Cash and cash equivalents
|
19
|
16,843
|
7,514
|
|
|
|
────────
|
────────
|
|
|
|
36,731
|
29,057
|
|
|
|
────────
|
────────
|
|
Total assets
|
|
58,108
|
53,068
|
|
|
|
════════
|
════════
|
|
|
|
|
|
|
Equity and liabilities
|
|
|
|
|
Equity
|
|
|
|
|
Share capital
|
20
|
24,300
|
24,300
|
|
Share premium
|
|
―
|
18,254
|
|
Merger reserve
|
|
(17,803)
|
(17,803)
|
|
Share based payment
reserve
|
|
―
|
574
|
|
Retained earnings
|
|
18,417
|
(457)
|
|
|
|
────────
|
────────
|
|
Total equity
|
|
24,914
|
24,868
|
|
|
|
────────
|
────────
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Loan notes
|
22
|
13,495
|
14,000
|
|
Lease liabilities
|
23
|
4,318
|
4,556
|
|
Employees' end of service
benefits
|
24
|
1,502
|
928
|
|
|
|
────────
|
────────
|
|
|
|
19,315
|
19,484
|
|
|
|
────────
|
────────
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Loan notes
|
22
|
2,280
|
―
|
|
Lease liabilities
|
23
|
833
|
650
|
|
Trade and other payables
|
25
|
10,766
|
6,974
|
|
Provisions
|
26
|
―
|
1,092
|
|
|
|
────────
|
────────
|
|
|
|
13,879
|
8,716
|
|
|
|
────────
|
────────
|
|
Total liabilities
|
|
33,194
|
28,200
|
|
|
|
────────
|
────────
|
|
Total equity and liabilities
|
|
58,108
|
53,068
|
|
|
|
════════
|
════════
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2023
|
|
|
|
|
|
Share
|
|
|
|
|
|
|
|
|
Based
|
|
|
|
|
Share
|
Share
|
Merger
|
Treasury
|
Payment
|
Retained
|
|
|
|
Capital
|
Premium
|
Reserve
|
Shares
|
Reserve
|
Earnings
|
Total
|
|
|
USD'000
|
USD'000
|
USD'000
|
USD'000
|
USD'000
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2022
|
24,300
|
18,254
|
(17,803)
|
(1,199)
|
534
|
13,223
|
37,309
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the
period
|
―
|
―
|
―
|
―
|
―
|
(13,166)
|
(13,166)
|
|
|
|
|
|
|
|
|
|
|
Share based payments (note
13)
|
―
|
―
|
―
|
―
|
311
|
―
|
311
|
|
|
|
|
|
|
|
|
|
|
Non-cash employee compensation (note
13)
|
―
|
―
|
―
|
981
|
―
|
(608)
|
373
|
|
|
|
|
|
|
|
|
|
|
Lapsed share options (note
13)
|
―
|
―
|
―
|
―
|
(94)
|
94
|
―
|
|
|
|
|
|
|
|
|
|
|
Issuance of treasury shares (note
21)
|
―
|
―
|
―
|
218
|
(177)
|
―
|
41
|
|
|
|
|
|
|
|
|
|
|
|
──────
|
───────
|
───────
|
───────
|
───────
|
───────
|
───────
|
|
As at 31 December 2022
|
24,300
|
18,254
|
(17,803)
|
―
|
574
|
(457)
|
24,868
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the
period
|
―
|
―
|
―
|
―
|
―
|
194
|
194
|
|
|
|
|
|
|
|
|
|
|
Share based payments (note
13)
|
―
|
―
|
―
|
―
|
57
|
―
|
57
|
|
|
|
|
|
|
|
|
|
|
Lapsed / cancelled share options
(note 13)
|
―
|
―
|
―
|
―
|
(631)
|
426
|
(205)
|
|
|
|
|
|
|
|
|
|
|
Capital reduction
*
|
―
|
(18,254)
|
―
|
―
|
―
|
18,254
|
―
|
|
|
──────
|
───────
|
───────
|
───────
|
───────
|
───────
|
───────
|
|
As
at 31 December 2023
|
24,300
|
―
|
(17,803)
|
―
|
―
|
18,417
|
24,914
|
|
|
══════
|
═══════
|
═══════
|
═══════
|
═══════
|
═══════
|
═══════
|
* On 21 December 2023 the Registrar of Companies registered the
cancellation of RA International Group plc's share premium account.
USD 18,254,000 of share premium was accordingly transferred to
retained earnings, creating distributable reserves and enabling the
Company to become dividend paying.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2023
|
|
|
2023
|
2022
|
|
|
Notes
|
USD'000
|
USD'000
|
|
|
|
|
|
|
Operating activities
|
|
|
|
|
Operating profit/(loss)
|
|
2,057
|
(10,712)
|
|
Adjustments for non-cash and other
items:
|
|
|
|
|
Depreciation and impairment
of property, plant, and equipment
|
15,16
|
4,241
|
6,566
|
|
Loss/(profit) on disposal of
property, plant, and equipment
|
15
|
40
|
(3)
|
|
Unrealised differences on
translation of foreign balances
|
|
105
|
(35)
|
|
Provision for employees' end
of service benefits
|
24
|
859
|
526
|
|
Share based
payments
|
13
|
57
|
489
|
|
Non-underlying
items
|
9
|
(1,668)
|
3,334
|
|
|
|
────────
|
────────
|
|
|
|
5,691
|
165
|
|
Working capital
adjustments:
|
|
|
|
|
Inventories
|
|
1,071
|
2,067
|
|
Trade and other
receivables
|
|
2,691
|
(257)
|
|
Trade and other
payables
|
|
2,446
|
(3,362)
|
|
|
|
────────
|
────────
|
|
Cash flows generated from/(used in)
operations
|
|
11,899
|
(1,387)
|
|
Tax paid
|
11
|
(129)
|
―
|
|
Employees' end of service
benefits paid
|
24
|
(285)
|
(329)
|
|
Settlement of share
options
|
|
(205)
|
―
|
|
|
|
────────
|
────────
|
|
Net cash flows generated from/(used
in) operating activities
|
|
11,280
|
(1,716)
|
|
|
|
────────
|
────────
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
Investment revenue
received
|
|
188
|
206
|
|
Purchase of property, plant, and
equipment
|
15
|
(1,101)
|
(618)
|
|
Proceeds from disposal of property,
plant, and equipment
|
15
|
309
|
359
|
|
|
|
────────
|
────────
|
|
Net cash flows used in investing
activities
|
|
(604)
|
(53)
|
|
|
|
────────
|
────────
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
Repayment of borrowings
|
22
|
―
|
(11,500)
|
|
Proceeds from borrowings
|
22
|
1,775
|
15,500
|
|
Repayment of lease
liabilities
|
23
|
(973)
|
(834)
|
|
Finance costs paid
|
|
(2,044)
|
(2,491)
|
|
Proceeds from share options
exercised
|
|
―
|
41
|
|
|
|
────────
|
────────
|
|
Net cash flows (used in)/generated
from financing activities
|
|
(1,242)
|
716
|
|
|
|
────────
|
────────
|
|
|
|
|
|
|
Net
increase/(decrease) in cash and cash equivalents
|
|
9,434
|
(1,053)
|
|
|
|
|
|
|
Cash and cash equivalents as at
start of the period
|
21
|
7,514
|
8,532
|
|
Effect of foreign exchange on cash
and cash equivalents
|
|
(105)
|
35
|
|
|
|
────────
|
────────
|
|
Cash and cash equivalents as at end of the
period
|
21
|
16,843
|
7,514
|
|
|
|
════════
|
════════
|
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
For the year ended 31
December 2023
1
CORPORATE INFORMATION
The principal activity of RA
International Group plc ("RAI" or the "Company") and its
subsidiaries (together the "Group") is providing services in
demanding and remote areas. These services include construction,
integrated facilities management, and supply chain
services.
RAI was incorporated on 13 March
2018 as a public company limited by shares in England and Wales
under registration number 11252957. The address of its registered
office is One Fleet Place, London, EC4M 7WS.
2 BASIS
OF PREPARATION
The consolidated financial statements
have been prepared in accordance with UK adopted international
accounting standards. They have been prepared under the historical cost basis and have been
presented in United States Dollars ("USD"). All values are rounded
to the nearest thousand (USD'000), except where otherwise
indicated.
Going concern
The Group has a sufficient level of
cash and access to liquidity to be able to operate for the
foreseeable future and accordingly it is appropriate to prepare the
financial statements on a going concern basis.
Climate change
In preparing the financial
statements, the management has considered the impact of the
physical and transition risks of climate change and identified this
as an emerging risk but have concluded that it does not have a
material impact on the recognition and measurement of the assets
and liabilities in these financial statements as at 31 December
2023. Further details are available in our Annual
Report.
3 BASIS
OF CONSOLIDATION
The financial statements comprise
the financial statements of the Company and its subsidiaries as at
31 December 2023. Control is achieved when the Group is exposed, or
has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its
power over the investee. Specifically, the Group controls an
investee if, and only if, the Group has:
·
Power over the investee (i.e., existing rights
that give it the current ability to direct the relevant activities
of the investee),
·
Exposure, or rights, to variable returns from its
involvement with the investee, and
·
The ability to use its power over the investee to
affect its returns.
Generally, there is a presumption
that a majority of voting rights results in control. To support
this presumption and when the Group has less than a majority of the
voting or similar rights of an investee, the Group considers all
relevant facts and circumstances in assessing whether it has power
over an investee, including:
·
The contractual arrangement with the other vote
holders of the investee,
·
Rights arising from other contractual
arrangements, and
·
The Group's voting rights and potential voting
rights.
The Group reassesses whether or not
it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control.
Consolidation of a subsidiary begins when the Group obtains control
over the subsidiary and ceases when the Company loses control over
the subsidiary. Assets, liabilities, income, and expenses of a
subsidiary acquired or disposed of during the year are included in
the financial statements from the date the Group gains control
until the date the Group ceases to control the
subsidiary.
When necessary, adjustments are made
to the financial statements of a subsidiary to bring their
accounting policies into line with the Group's accounting policies.
All intra-group assets and liabilities, equity, income, expenses
and cash flows relating to transactions between members of the
Group are eliminated in full on consolidation.
A change in the ownership interest
of a subsidiary, without a change of control, is accounted for as
an equity transaction.
If the Company loses control over a
subsidiary, it derecognises the related assets (including
goodwill), liabilities, non-controlling interest, and other
components of equity while any resultant gain or loss is recognised
in the profit or loss. Any investment retained is recognised at
fair value.
Current versus non-current
classification
The Group presents assets and
liabilities in the statement of financial position based on
current/non-current classification.
An asset is current when it
is:
·
Expected to be realised or intended to be sold or
consumed in the normal operating cycle,
·
Held primarily for the purpose of
trading,
·
Expected to be realised within twelve months after
the reporting period, or
·
Cash or cash equivalent unless restricted from
being exchanged or used to settle a liability for at least twelve
months after the reporting period.
All other assets are classified as
non-current.
A liability is current
when:
·
It is expected to be settled in the normal
operating cycle,
·
It is held primarily for the purpose of
trading,
·
It is due to be settled within twelve months after
the reporting period, or
·
There is no unconditional right to defer the
settlement of the liability for at least twelve months after the
reporting period.
The Group classifies all other
liabilities as non-current.
4
SIGNIFICANT ACCOUNTING POLICIES
Revenue recognition
Revenue from contracts with
customers is recognised when control of the goods or services are
transferred to the customer at an amount that reflects the
consideration to which the Group expects to be entitled in exchange
for those goods or services. The Group has concluded that it is
acting as a principal in all its revenue arrangements.
Sale of goods (supply chain)
Revenue from the sale of goods and
the related logistics services is recognised when control of
ownership of the goods have passed to the buyer, usually on
delivery of the goods.
Construction
Typically, revenue from construction
contracts is recognised at a point in time when performance
obligations have been met. Generally, this is the same time at
which client acceptance has been received. Dependant on the
nature of the contracts, in some cases revenue is recognised over
time using the percentage of completion method on the basis that
the performance does not create an asset with an alternative use
and the Group has an enforceable right to payment for performance
completed to date. Contract revenue corresponds to the initial
amount of revenue agreed in the contract and any variations in
contract work, claims and incentive payments are recognised only to
the extent that it is highly probable that they will result in
revenue, and they are capable of being reliably
measured.
Services (integrated facilities management)
Revenue from providing services is
recognised over time, applying the time elapsed method for
accommodation and similar services to measure progress towards
complete satisfaction of the service, as the customers
simultaneously receive and consume the benefits provided by the
Group.
Cost of sales
Cost of sales represent costs
directly incurred or related to the revenue generating activities
of the Group, including staff costs, materials and
depreciation.
Contract balances
Trade receivables
A receivable represents the Group's
right to an amount of consideration that is unconditional, meaning
only the passage of time is required before payment of the
consideration is due.
Accrued revenue
Accrued revenue represents the right
to consideration in exchange for goods or services transferred to a
customer in connection with fulfilling contractual performance
obligations. If the Group performs by transferring goods or
services to a customer before invoicing, accrued revenue is
recognised in an amount equal to the earned consideration that is
conditional on invoicing. Once an invoice has been accepted by the
customer accrued revenue is reclassified as a trade
receivable.
Customer advances
If a customer pays consideration
before the Group transfers goods or services to the customer, a
customer advance is recognised when the payment is received by the
Group. Customer advances are recognised as revenue when the Group
meets its obligations to the customer.
Borrowing costs
Borrowing costs directly
attributable to the construction of an asset are capitalised as
part of the cost of the asset. Capitalisation commences when the
Group incurs costs for the asset, incurs borrowing costs and
undertakes activities that are necessary to prepare the asset for
its intended use or sale. Capitalisation ceases when the asset is
ready for use or sale. All other borrowing costs are expensed in
the period in which they occur. Borrowing costs consist of interest
and other costs that are incurred in connection with the borrowing
of funds.
Tax
Current income tax assets and
liabilities are measured at the amount expected to be recovered
from or paid to the taxation authorities. The tax rates and tax
laws used to compute the amount are those that are enacted or
substantively enacted at the reporting date in the countries where
the Group operates and generates taxable income. Management
periodically evaluates positions taken in the tax returns with
respect to situations in which applicable tax regulations are
subject to interpretation and establishes provisions where
appropriate.
Deferred tax is provided on
temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used
for taxation purposes. The amount of deferred tax provided is based
on the expected manner of realisation or settlement of the carrying
value amount of assets and liabilities, using tax rates enacted or
substantively enacted at the Statement of Financial Position date.
A deferred tax asset is recognised only to the extent that it is
probable that future taxable profits will be available against
which the asset can be utilised.
Property, plant, and equipment
Property, plant, and equipment are
stated at cost less accumulated depreciation and any impairment in
value. Capital work-in-progress is not depreciated until the asset
is ready for use. Depreciation is calculated on a straight-line
basis over the estimated useful lives. At the end of the useful
life, assets are deemed to have no residual value. Contract
specific assets are depreciated over the lesser of the length of
the project, or the useful life of the asset. The useful life of
general property, plant and equipment is as follows:
Land
Unlimited (not depreciated)
Buildings
Lesser of 5 to 20 years and term of land lease
Machinery, motor vehicles, furniture
and equipment
2 to 10 years
Leasehold
improvements
Lesser of 10 years and term of lease
The carrying values of property,
plant, and equipment are reviewed for impairment when events or
changes in circumstances indicate that the
carrying value may not be recoverable. If any such indication
exists and where the carrying values exceed the estimated
recoverable amount, the assets are written down, with the write
down recorded in profit or loss to their recoverable amount, being
the greater of their fair value less costs to sell and their value
in use.
Expenditure incurred to replace a
component of an item of property, plant, and equipment that is
accounted for separately is capitalised and the carrying amount of
the component that is replaced is written off. Other
subsequent expenditure is capitalised only when it increases future
economic benefits of the related item of property, plant, and
equipment. All other expenditure is recognised in profit or loss as
the expense is incurred.
An item of property, plant, and
equipment is derecognised upon disposal or when no future economic
benefits are expected from its use. Any gain or loss arising on
de-recognition of the asset (calculated as the difference between
the net disposal proceeds and carrying amount of the asset) is
included in the profit or loss in the year the asset is
derecognised.
Assets' residual values, useful
lives, and methods of depreciation are reviewed at each financial
year end, and adjusted prospectively, if appropriate.
Inventories
Inventories are stated at the lower
of cost and net realisable value. Costs include those expenses
incurred in bringing each product to its present location and
condition. Cost is calculated using the weighted average method.
Net realisable value is based on estimated selling price less any
further costs expected to be incurred in disposal.
Cash and cash equivalents
Cash and cash equivalents comprise
cash in hand and balances with banks, which are readily convertible
to known amounts of cash and have a maturity of three months or
less from the date of acquisition. This definition is also used for
the consolidated cash flow statement.
Impairment of non-financial
assets
The Group assesses at each reporting
date whether there is an indication that an asset may be impaired.
If any indication exists, or when annual impairment testing for an
asset is required, the Group estimates the asset's recoverable
amount. An asset's recoverable amount is the higher of an asset's
or cash-generating unit's ("CGU") fair value less costs to sell and
its value in use. An asset's recoverable amount is determined for
an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets or
groups of assets. Where the carrying amount of an asset or CGU
exceeds its recoverable amount, the asset is considered impaired
and is written down to its recoverable amount. In assessing value
in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks
specific to the asset. In determining fair value less costs to
sell, an appropriate valuation model is used maximising the use of observable
inputs. These calculations are corroborated by valuation multiples,
quoted share prices for publicly traded entities or other available
fair value indicators.
The Group bases its impairment
calculation on detailed budgets and forecasts which are prepared
separately for each of the Group's CGUs to which the individual
assets are allocated. These budgets and forecasts generally cover a
period of five years. For longer periods, a long-term growth rate
is calculated and applied to project future cash flows after the
fifth year.
Impairment losses relating to
continuing operations are recognised
in those expense categories consistent with the
function of the impaired asset.
An assessment is made at each
reporting date as to whether there is any indication that
previously recognised impairment losses may no longer exist or may
have decreased. If such indication exists, the Group estimates the
asset's or CGU's recoverable amount. A previously recognised
impairment loss is reversed only if there has been a change in the
assumptions used to determine the asset's recoverable amount since
the last impairment loss was recognised. The reversal is limited so
that the carrying amount of the asset does not exceed its
recoverable amount, nor exceed the carrying amount that would have
been determined, net of depreciation, had no impairment loss been
recognised for the asset in prior years. Such reversal is
recognised in the profit or loss unless the asset is carried at a
revalued amount, in which case, the reversal is treated as a
revaluation increase.
Provisions
Provisions are recognised when the
Group has a present obligation (legal or constructive) as a result
of a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the
obligation. The expense relating to a provision is presented in the
statement of profit or loss.
If the effect of the time value of
money is material, provisions are discounted using a current
pre-tax rate that reflects, when appropriate, the risks specific to
the liability. When discounting is used, the increase in the
provision due to the passage of time is recognised as a finance
cost.
Financial instruments
i)
Financial assets
Initial recognition and measurement
The classification of financial
assets at initial recognition depends on the financial asset's
contractual cash flow characteristics and the Group's business
model for managing them. With the exception of trade receivables
that do not contain a significant financing component or for which
the Group has applied the practical expedient, the Group initially
measures a financial asset at its fair value plus, in the case of a
financial asset not at fair value through profit or loss,
transaction costs. Trade receivables that do not contain a
significant financing component or for which the Group has applied
the practical expedient are measured at the transaction price
determined under IFRS 15.
Subsequent measurement
Financial assets at amortised cost
are subsequently measured using the effective interest method and
are subject to impairment. Gains and losses are recognised in
profit or loss when the asset is derecognised, modified, or
impaired.
Other receivables are subsequently
measured at amortised cost.
Derecognition of financial assets
A financial asset (or, where
applicable a part of a financial asset or part of a group of
similar financial assets) is derecognised when the rights to
receive cash flows from the asset has expired.
Impairment of financial assets
The Group recognises an allowance
for expected credit losses ("ECLs") for all debt instruments not
held at fair value through profit or loss. ECLs are based on the
difference between the contractual cash flows due in accordance
with the contract and all the cash flows that the Group expects to
receive, discounted at an approximation of the original effective
interest rate. The expected cash flows will include cash flows from
the sale of collateral held or other credit enhancements that are
integral to the contractual terms.
ECLs are recognised in two stages.
For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are
provided for credit losses that result from default events that are
possible within the next twelve-months (a twelve-month ECL). For
those credit exposures for which there has been a significant
increase in credit risk since initial recognition, a loss allowance
is required for credit losses expected over the remaining life of
the exposure, irrespective of the timing of the default (a lifetime
ECL).
For trade receivables and contract
assets, the Group applies a simplified approach in calculating
ECLs. Therefore, the Group does not track changes in credit risk,
but instead recognises a loss allowance based on lifetime ECLs at
each reporting date. When arriving at the ECL we consider
historical credit loss experience including any adjustments for
forward-looking factors specific to the debtors and the economic
environment.
A financial asset is deemed to be in
default when internal or external information indicates that the
Group is unlikely to receive the outstanding contractual amounts in
full before taking into account any credit enhancements held by the
Group. A financial asset is written off when there is no reasonable
expectation of recovering the contractual cash flows.
Income from financial assets
Investment revenue relates to
interest income accrued on a time basis, by reference to the
principal outstanding and at the effective interest rate
applicable, which is the rate that exactly discounts estimated
future cash receipts through the expected life of the financial
asset to that asset's net carrying amount.
ii) Financial
liabilities
Initial recognition and measurement
Financial liabilities are initially
recognised at fair value and subsequently classified at fair value
through profit or loss, loans and borrowings, or payables. Loans
and borrowings and payables are recognised net of directly
attributable transaction costs.
The Group's financial liabilities
include trade and other payables and loan notes.
Subsequent measurement
The measurement of financial
liabilities depends on their classification as described
below:
Financial liabilities at fair value through profit or
loss
Financial liabilities at fair value
through profit or loss include financial liabilities held for
trading and financial liabilities designated upon initial
recognition as held at fair value through profit or
loss.
Financial liabilities designated
upon initial recognition at fair value through profit or loss are
designated at the initial date of recognition, and only if the
criteria in IFRS 9 are satisfied. The Group has not designated any
financial liability as at fair value through profit or
loss.
Financial liabilities are classified
as held for trading if they are incurred for the purpose of
repurchasing in the near term. This category also includes
derivative financial instruments entered into by the Group that are
not designated as hedging instruments in hedge relationships as
defined by IFRS 9. Separated embedded derivatives are also
classified as held for trading unless they are designated as
effective hedging instruments.
Loans and payables
This is the category most relevant
to the Group. After initial recognition, interest-bearing loans and
borrowings are subsequently measured at
amortised cost using the EIR method. Gains and losses are
recognised in profit or loss when the liabilities are derecognised
as well as through the EIR amortisation process.
Amortised cost is calculated by
taking into account any discount or premium on acquisition and fees
or costs that are an integral part of the EIR. The EIR amortisation
is included as finance costs in the statement of profit or
loss.
Derecognition of financial liabilities
A financial liability is
derecognised when the obligation under the liability is discharged,
cancelled or expires.
Where an existing financial
liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing
liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original
liability and the recognition of a new liability, and the
difference in the respective carrying amounts is recognised in the
profit or loss.
Leases
Right-of-use assets
The Group recognises right-of-use
assets at the commencement date of the lease (i.e. the date the
underlying asset is available for use). Right-of-use assets are
measured at cost, less any accumulated depreciation and impairment
losses, and adjusted for any remeasurement of lease liability. The
cost of right-of-use assets includes the amount of lease
liabilities recognised and initial direct costs incurred.
Right-of-use assets are depreciated on a straight-line basis over
the shorter of the lease term and the estimated useful lives of the
assets.
Lease liabilities
At the commencement date of the
lease, the Group recognises lease liabilities measured at the
present value of lease payments to be made over the lease term. In
calculating the present value of lease payments, the Group uses its
incremental borrowing rate at the lease commencement date because
the interest rate implicit in the lease is not readily
determinable. After the commencement date, the amount of lease
liabilities is increased to reflect the accretion of interest and
reduced for the lease payment made. In addition, the carrying
amount of lease liabilities is remeasured if there is a
modification, a change in the lease term or a change in the lease
payments.
Short-term leases and leases on low-value
assets
The Group applies the short-term
lease recognition exemption to its short-term leases (i.e. those
leases that have a lease term of twelve months or less from the
commencement date). It also applies the lease of low-value assets
recognition exemption to leases that are considered to be low
value. Lease payments on short-term leases and leases of low-value
assets are recognised as an expense on a straight-line basis over
the lease term.
Employees' end of service benefits
The Group provides end of service
benefits to its employees in accordance with local labour laws. The
entitlement to these benefits is based upon the employees' final
salary and length of service, subject to the completion of a
minimum service period. The expected costs of these benefits are
accrued over the period of employment. The Group accounts for these
benefits as a defined contribution plan under IAS
19.
Share based payments
Employees (including senior
executives) of the Group receive remuneration in the form of
share-based payments, whereby employees render services as
consideration for equity instruments (equity-settled
transactions).
The cost of equity-settled
transactions is determined by the fair value at the date when the
grant is made using an appropriate valuation model, further details
of which are provided in note 13.
That cost is recognised in employee
benefits expense, included in administrative expenses, together
with a corresponding increase in equity (share based payment
reserve), over the period in which the service and, where
applicable, the performance conditions are fulfilled (the vesting
period). The cumulative expense recognised for equity-settled
transactions at each reporting date until the vesting date reflects
the extent to which the vesting period has expired and the Group's
best estimate of the number of equity instruments that will
ultimately vest. The expense or credit in the statement of profit
or loss for a period represents the movement in cumulative expense
recognised as at the beginning and end of that period.
Service and non-market performance
conditions are not taken into account when determining the grant
date fair value of awards, but the likelihood of the conditions
being met is assessed as part of the Group's best estimate of the
number of equity instruments that will ultimately vest. Market
performance conditions are reflected within the grant date fair
value. Any other conditions attached to an award, but without an
associated service requirement, are considered to be non-vesting
conditions. Non-vesting conditions are reflected in the fair value
of an award and lead to an immediate expensing of an award unless
there are also service and/or performance conditions.
No expense is recognised for awards
that do not ultimately vest because non-market performance and/or
service conditions have not been met. Where awards include a market
or non-vesting condition, the transactions are treated as vested
irrespective of whether the market or non-vesting condition is
satisfied, provided that all other performance and/or service
conditions are satisfied.
The dilutive effect of outstanding
options is reflected as additional share dilution in the
computation of diluted earnings per share.
Contingencies
Contingent liabilities are not
recognised in the financial statements, they are disclosed unless
the possibility of an outflow of resources embodying economic
benefits is remote. A contingent asset is not recognised in the
financial statements but disclosed when an inflow of economic
benefits is probable.
Foreign currencies
The Group's financial statements are
presented in USD, which is the functional currency of all Group
companies. Items included in the financial statements of each
entity are measured using that functional currency.
Transactions in foreign currencies
are initially recorded at the functional currency rate prevailing
at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are retranslated at the
functional currency spot rate of exchange prevailing at the
reporting date. All differences are taken to profit or
loss.
Non-monetary items that are measured
at historical cost in a foreign currency are translated using the
exchange rates as at the dates of the initial transactions.
Non-monetary items measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value
was determined.
Foreign currency share capital
(including any related share premium or additional paid-in capital)
is translated using the exchange rates as at the dates of the
initial transaction. The value is not remeasured.
5
CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
New
and amended standards and interpretations
Amendments and interpretations that
apply for the first time in 2023 do not have a significant impact
on the financial statements of the Group. The Group has not early
adopted any standards, interpretations or amendments that have been
issued but are not yet effective.
6
SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND
ASSUMPTIONS
The preparation of the financial
statements requires management to make judgements, estimates and
assumptions that may affect the reported amount of assets and
liabilities, revenue, expenses, disclosure of contingent
liabilities, and the resultant provisions and fair values.
Such estimates are necessarily based on assumptions about several
factors and actual results may differ from reported
amounts.
Estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is
revised and in any future periods affected.
a) Judgments
Use
of Alternative Performance Measures (Note 14)
IAS1 requires material items to be
disclosed separately in a way that enables users to assess the
quality of a company's profitability. In practice, these are
commonly referred to as "exceptional" items, but this is not a
concept defined by IFRS and therefore there is a level of judgement
involved in arriving at an Alternative Performance Measure ("APM")
which excludes such exceptional items. The Group refers to these as
non-underlying items and considers items suitable for separate
presentation that are outside normal operations and are material to
the results of the Group either by virtue of size or nature. See
note 9 for further details on specific balances which are
classified as non-underlying items.
b) Estimates and
assumptions
Impairment reviews (Note 15)
Determining whether Property, Plant
and Equipment is impaired requires an estimation of the value in
use of the cash generating units. The value in use calculation
requires the Group to estimate the future cash flows and a suitable
discount rate in order to calculate present value. An impairment
review has been performed at the reporting date and no impairment
is required.
Percentage of completion (Note 18)
The Group primarily uses the output
percentage-of-completion method when accounting for contract
revenue on its long-term construction contracts. Use of the
percentage-of-completion method requires the Group to estimate the
progress of contracts based on surveys of work performed. The Group
has determined this basis of revenue recognition is the best
available measure on such contracts and where possible seeks
customer verification of percentage-of-completion calculations as
at financial reporting dates.
The accuracy of
percentage-of-completion estimates has a material impact on the
amount of revenue and related profit recognised. As at 31 December
2023, USD 745,000 of accrued revenue had been calculated using the
percentage-of-completion method (2022: USD nil).
Revisions to profit or loss arising
from changes in estimates are accounted for in the period when the
changes occur.
IFRS 16 - interest rate (Note 23)
In some jurisdictions where the
Group holds long-term leases, the incremental borrowing rate is not
readily determinable. As a result, the incremental borrowing rate
is estimated with reference to risk adjusted rates in other
jurisdictions where a market rate is determinable, and the Group's
cost of funding.
7
SEGMENTAL INFORMATION
For management purposes, the Group
is organised into one segment based on its products and services,
which is the provision of services in demanding and remote areas.
Accordingly, the Group only has one reportable segment. The
Group's Chief Operating Decision Maker ("CODM") monitors the
operating results of the business as a single unit for the purpose
of making decisions about resource allocation and assessing
performance. The CODM is considered to be the Board of
Directors.
Operating segments
Revenue, operating results, assets,
and liabilities presented in the financial statements relate to the
provision of services in demanding and remote areas.
Revenue by service
channel:
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
Integrated facilities
management
|
|
|
31,947
|
27,411
|
|
Construction
|
|
|
12,407
|
21,276
|
|
Supply chain
|
|
|
13,932
|
14,230
|
|
|
|
|
────────
|
────────
|
|
|
|
|
58,286
|
62,917
|
|
|
|
|
════════
|
════════
|
Revenue by recognition
timing:
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
Revenue recognised over
time
|
|
|
44,354
|
48,160
|
|
Revenue recognised at a point in
time
|
|
|
13,932
|
14,757
|
|
|
|
|
────────
|
────────
|
|
|
|
|
58,286
|
62,917
|
|
|
|
|
════════
|
════════
|
Geographic segment
The Group primarily operates in
Africa and as such the CODM considers Africa and Other locations to
be the only geographic segments of the Group. The below geography
split is based on the location of project
implementation.
Revenue by geographic
area:
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
Africa
|
|
|
50,863
|
61,012
|
|
Other
|
|
|
7,423
|
1,905
|
|
|
|
|
────────
|
────────
|
|
|
|
|
58,286
|
62,917
|
|
|
|
|
════════
|
════════
|
Non-current assets by geographic
area:
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
Africa
|
|
|
19,489
|
22,223
|
|
Other
|
|
|
1,888
|
1,788
|
|
|
|
|
────────
|
────────
|
|
|
|
|
21,377
|
24,011
|
|
|
|
|
════════
|
════════
|
Revenue split by customer
|
|
|
|
2023
|
2022
|
|
|
|
|
%
|
%
|
|
|
|
|
|
|
|
Customer A
|
|
|
22
|
19
|
|
Customer B
|
|
|
14
|
12
|
|
Customer C
|
|
|
10
|
9
|
|
Customer D
|
|
|
10
|
8
|
|
Customer E
|
|
|
8
|
―
|
|
Customer F
|
|
|
5
|
7
|
|
Other
|
|
|
31
|
45
|
|
|
|
|
────────
|
────────
|
|
|
|
|
100
|
100
|
|
|
|
|
════════
|
════════
|
8 GROUP
INFORMATION
The Company operates through its
subsidiaries, listed below, which are legally or beneficially,
directly or indirectly owned and controlled by the
Company.
The extent of the Company's
beneficial ownership and the principal activities of the
subsidiaries are as follows:
|
Name of the entity
|
Country of
incorporation
|
Beneficial
ownership
|
Registered address
|
|
|
|
|
|
|
RA Africa Holdings
Limited
|
British
Virgin Islands
|
100%
|
3rd floor, J&C Building, PO Box
362, Road Town, Torola Virgin Islands (British) VG110
|
|
|
|
|
|
|
RA International Commercial Services
Limited
|
British
Virgin Islands
|
100%
|
3th floor, J&C Building, PO Box
362, Road Town, Torola Virgin Islands (British) VG110
|
|
|
|
|
|
|
RA International Limited
|
Cameroon
|
100%
|
537 Rue Njo-Njo, Bonaprisi, PO Box
1245, Douala, Cameroon
|
|
|
|
|
|
|
RA International RCA
|
Central
African Republic
|
100%
|
Avenue des Martyrs, Bangui, Central
African Republic
|
|
|
|
|
|
|
RA International Chad
|
Chad
|
100%
|
N'djamena, Chad
|
|
|
|
|
|
|
RA International DRC SARL
|
Democratic Republic of Congo
|
100%
|
Kinshasa, Sis No106, Boulevard Du 30
Juin, Dans La Commune De La Gombe EN RD, Congo
|
|
|
|
|
|
|
RA International Guyana
Inc.
|
Guyana
|
100%
|
210 New Market Street, Georgetown,
Guyana
|
|
|
|
|
|
|
Raints Kenya Limited
|
Kenya
|
100%
|
The Pavilion 6th Floor, Lower Kabete
Road, Westlands, PO Box 2691-00621, Nairobi, Kenya
|
|
|
|
|
|
|
RA International SARL
|
Lebanon
|
100%
|
Beirut Souks, Souk El Dahab, section
no 1144, plot no 1479, Beirut, Lebanon
|
|
|
|
|
|
|
Al Mutaheda Al-Alamia
Ltd.
|
Libya
|
100%
|
Suq El Jumah- Tripoli
Libya
|
|
|
|
|
|
|
Raints Mali
|
Mali
|
100%
|
Bamako-Niarela Immeuble Sodies
Appartement C/7, Mali
|
|
|
|
|
|
|
RA International Limitada
|
Mozambique
|
100%
|
Distrito KAMPFUMO, Bairro
Sommarchield, Rua. Jose Graverinha, no 198, R/C, Maputo,
Mozambique
|
|
|
|
|
|
|
RA Facilities Services
S.A
|
Mozambique
|
100%
|
Distrito Urbano 1, Bairro Central,
Rua do Sol, 23 Maputo, Mozambique
|
|
|
|
|
|
|
RA International Niger
|
Niger
|
100%
|
Niamey, Quartier Cite Piudriere,
Avenue du Damergou, CI-48, Niger
|
|
|
|
|
|
|
RA International Poland
|
Poland
|
100%
|
UL. MŁYŃSKA, numer 16, lokal 8
PIĘTRO, kod poczt. 61-730, poczta POZNAŃ
|
|
|
|
|
|
|
RA International*
|
Somalia
|
100%
|
Mogadishu, Somalia
|
|
|
|
|
|
|
RA International FZCO
|
South
Sudan
|
100%
|
Plot no. 705, Block 3-K South, ,
Airport Road, Hai Matar South Sudan
|
|
|
|
|
|
|
Reconstruction and Assistance
Company Ltd
|
Sudan
|
100%
|
115 First Quarter Graif
west-Khartoum, Khartoum, Republic of Sudan
|
|
|
|
|
|
|
RA International Limited
|
Tanzania
|
100%
|
369 Toure Drive, Oysterbay, PO Box
62, Dar Es Salaam, Tanzania
|
|
|
|
|
|
|
RA International FZCO
|
UAE
|
100%
|
Office Number S101221O39, Jebel Ali
Free Zone, Dubai, United Arab Emirates
|
|
|
|
|
|
|
RA International General Trading
LLC
|
UAE
|
100%
|
Building 41, 3B Street, Al Quoz
Industrial Area 1, PO Box 115774, Dubai, United Arab
Emirates
|
|
|
|
|
|
|
RA International Global Operations
Limited
|
UK
|
100%
|
1 Fleet Place, London, EC4M 7WS,
United Kingdom
|
|
|
|
|
|
|
RA International Limited
|
Uganda
|
100%
|
4th Floor, Acacia Mall, Plot 14-18,
Cooper Road, Kololo, Kampala, Uganda
|
|
|
|
|
|
|
RA Federal Services LLC
|
United
States of America
|
100%
|
3411 Silverside Road, Tatnall
Building #104, Wilmington, DE 19810
|
|
|
|
|
|
|
Berkshire General Insurance
Limited
|
United
States of America
|
100%
|
1 Church Street, 5th Floor,
Burlington, Chittenden, Vermont, 05401, United States of
America
|
* RA International in Somalia is not an incorporated legal
entity.
RA International Global Operations
Limited, registered number 12672019 is exempt from the requirements
of Company Act 2006 relating to the audit of individual accounts by
virtue of section 479A.
9
PROFIT/(LOSS) FOR THE PERIOD
Profit/(loss) for the period is
stated after charging:
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
Staff costs
|
|
|
23,655
|
24,382
|
|
Materials
|
|
|
18,683
|
24,079
|
|
Depreciation of property, plant, and
equipment
|
|
|
4,241
|
5,110
|
|
Impairment of property, plant, and
equipment
|
|
|
―
|
1,456
|
|
|
|
|
════════
|
════════
|
Staff costs relate to wages and
salaries plus directly attributable expenses.
Non-underlying items
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
Restructuring costs
|
|
|
2,245
|
(3,502)
|
|
Palma Project, Mozambique
|
|
|
2,966
|
(715)
|
|
|
|
|
────────
|
────────
|
|
|
|
|
5,211
|
(4,217)
|
|
|
|
|
════════
|
════════
|
Restructuring costs
During the year, USD 2,245,000 of
net income was recognised relating to the sale of assets previously
impaired by the Group. All cash from the transaction was received
during the year.
Palma Project, Mozambique
During the year, a number of Palma
Project assets were disposed of, generating net proceeds of USD
2,966,000 (2022: USD 114,000). These assets had been fully impaired
in 2021 and as a result, the disposal resulted in a recovery which
has been recorded in the current year. At 31 December 2023, USD
2,045,000 relating to the disposals was outstanding and recognised
as a receivable, with USD 377,000 of costs due for payment in
2024.
The sale of assets removed the
requirement for continued storage costs, and as such, no provision
for unavoidable costs has been recognised at 31 December 2023
(2022: USD 1,092,000).
The Group reassessed the recoverable
amount of all other impaired assets and deemed there was no further
reversals necessary.
Auditor Compensation
Amounts paid or payable by the Group
in respect of audit and non-audit services to the Auditor are shown
below.
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
Fees for the audit of the Company
annual accounts
|
|
225
|
188
|
|
Fees for the audit of the subsidiary
annual accounts
|
|
―
|
75
|
|
Additional fee for the prior year
audit of the Group annual accounts
|
―
|
25
|
|
|
|
|
────────
|
────────
|
|
Total audit fees
|
|
|
225
|
288
|
|
|
|
|
════════
|
════════
|
|
|
|
|
|
|
|
|
|
|
────────
|
────────
|
|
Total non-audit fees
|
|
|
―
|
―
|
|
|
|
|
════════
|
════════
|
10 EMPLOYEE
EXPENSES
The average number of employees
(including directors) employed during the period was:
|
|
|
|
2023
|
2022
|
|
|
|
|
|
|
|
Directors
|
|
|
5
|
7
|
|
Executive management
|
|
|
3
|
5
|
|
Staff
|
|
|
1,198
|
1,356
|
|
|
|
|
────────
|
────────
|
|
|
|
|
1,206
|
1,368
|
|
|
|
|
════════
|
════════
|
The aggregate remuneration of the
above employees was:
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
Wages and salaries
|
|
|
19,743
|
19,820
|
|
Social security costs
|
|
|
142
|
148
|
|
Share based payments
|
|
|
57
|
684
|
|
|
|
|
────────
|
────────
|
|
|
|
|
19,942
|
20,652
|
|
|
|
|
════════
|
════════
|
The remuneration of the Directors
and other key management personnel of the Group are detailed in
note 31.
11 TAX
The tax expense on the profit/(loss)
for the year is as follows:
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
Current tax:
|
|
|
|
|
|
UK corporation tax on loss for the
year
|
|
|
―
|
―
|
|
Non-UK corporation tax
|
|
|
7
|
169
|
|
|
|
|
────────
|
────────
|
|
Tax
expense/ for the year
|
|
|
7
|
169
|
|
|
|
|
════════
|
════════
|
Factors affecting the tax expense
The tax assessed for the year varies
from the standard rate of corporation tax in the UK. The difference
is explained below:
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
Profit/(Loss) before tax
|
|
|
201
|
(12,997)
|
|
|
|
|
────────
|
────────
|
|
Expected tax credit based on the
standard average rate of corporation tax in the UK of 23.5% (2022:
19.0%)
|
|
|
47
|
(2,469)
|
|
Effects of:
|
|
|
|
|
|
Deferred tax asset not
recognised
|
|
|
138
|
115
|
|
Exemptions and foreign tax rate
difference
|
|
|
(178)
|
2,523
|
|
|
|
|
────────
|
────────
|
|
Tax expense for the year
|
|
|
7
|
169
|
|
|
|
|
════════
|
════════
|
From 01 April 2023, the UK
Corporation tax rate increased from 19.0% to 25.0%, resulting in an
average tax rate for the period of 23.5% (2022: 19.0%).
The Group benefits from tax
exemptions granted to its customers who are predominantly
governments and large intragovernmental organisations. The CODM is
not aware of any factors that tax exemptions granted will no longer
be available to the Group.
The Group has USD 5,109,000 (2022:
USD 3,463,000) of unused tax losses for which no deferred tax asset
has been recognised.
12 EARNINGS PER
SHARE
The Group presents basic earnings
per share ("EPS") data for its ordinary shares. Basic EPS is
calculated by dividing the profit attributable to ordinary
shareholders of the Group by the weighted average number of
ordinary shares outstanding during the period. Diluted earnings per
share is calculated by dividing the profit attributable to ordinary
shareholders of the Group by the weighted average number of
ordinary shares outstanding during the period plus the weighted
average number of ordinary shares that would be issued on
conversion of all the dilutive potential ordinary shares into
ordinary shares.
|
|
|
|
2023
|
2022
|
|
|
|
|
|
|
|
Profit/(loss) for the period
(USD'000)
|
|
|
194
|
(13,166)
|
|
|
|
|
|
|
|
Basic weighted average number of
ordinary shares
|
|
|
173,575,741
|
172,601,934
|
|
Effect of employee share
options
|
|
|
―
|
728,394
|
|
|
|
|
────────
|
────────
|
|
Diluted weighted average number of
shares
|
|
|
173,575,741
|
173,330,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
(cents)
|
|
|
0.1
|
(7.6)
|
|
Diluted earnings per share
(cents)
|
|
|
0.1
|
(7.6)
|
|
|
|
|
════════
|
════════
|
13 SHARE BASED PAYMENT
EXPENSE
The Group recognised the following
expenses related to equity-settled payment transactions:
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
Employee retention share
plan
|
|
|
57
|
311
|
|
Other share based
payments
|
|
|
―
|
178
|
|
Other share based payments -
non-underlying
|
|
|
―
|
195
|
|
|
|
|
────────
|
────────
|
|
|
|
|
57
|
684
|
|
|
|
|
════════
|
════════
|
Employee Retention Share Plan
In October 2020, the Company
introduced an Employee Retention Share Plan ("ERSP") and granted
share options to a number of senior employees. Awards vest annually
subject to continuous employment. There are no TSR linked vesting
conditions associated with these options.
At 31 December, the following
unexercised share options to acquire ordinary shares under the PSP
and ERSP were outstanding:
|
Year of
Grant
|
Share Plan
|
Vesting
Date
|
Exercise
|
Number of
|
Number of
|
|
|
|
|
price
|
options
|
options
|
|
|
|
|
GBP
|
2023
|
2022
|
|
|
|
|
|
|
|
|
2020
|
ERSP
|
1 May
2022
|
0.10
|
―
|
229,710
|
|
|
ERSP
|
1 May
2023
|
0.10
|
―
|
671,510
|
|
|
|
|
|
|
|
|
2021
|
ERSP
|
1 May
2021
|
0.10
|
―
|
17,212
|
|
|
ERSP
|
1 May
2022
|
0.10
|
―
|
47,776
|
|
|
ERSP
|
1 May
2023
|
0.10
|
―
|
107,243
|
|
|
ERSP
|
1 May
2024
|
0.10
|
―
|
83,413
|
|
|
|
|
|
|
|
|
2022
|
ERSP
|
1 Dec
2022
|
0.22
|
―
|
741,457
|
|
|
ERSP
|
1 Dec
2023
|
0.22
|
―
|
741,457
|
|
|
ERSP
|
1 Dec
2024
|
0.22
|
―
|
741,457
|
|
|
ERSP
|
1 May
2023
|
0.10
|
―
|
130,920
|
|
|
ERSP
|
1 May
2024
|
0.10
|
―
|
261,840
|
|
|
ERSP
|
1 May
2025
|
0.10
|
―
|
392,760
|
|
|
|
|
|
────────
|
────────
|
|
|
|
|
|
―
|
4,166,755
|
|
|
|
|
|
════════
|
════════
|
The weighted average remaining
contractual life for the shares options outstanding as at 31
December 2023 is nil (2022: 0.9 years).
|
|
|
Weighted
|
|
Weighted
|
|
|
|
average
|
|
average
|
|
|
Number of
|
exercise
|
Number of
|
exercise
|
|
|
options
|
price
|
options
|
price
|
|
|
2023
|
2023
|
2022
|
2022
|
|
|
|
GBP
|
|
GBP
|
|
|
|
|
|
|
|
Outstanding at 1 January
|
4,166,755
|
0.16
|
3,875,019
|
0.10
|
|
|
|
|
|
|
|
Granted during the year
|
―
|
―
|
3,009,891
|
0.18
|
|
Exercised during the year
|
―
|
―
|
(324,463)
|
0.10
|
|
Settled during the year
|
(1,771,238)
|
0.10
|
―
|
―
|
|
Forfeited during the year
|
(1,574,799)
|
0.21
|
(328,476)
|
0.10
|
|
Lapsed during the year
|
(820,718)
|
0.20
|
(2,065,216)
|
0.10
|
|
|
────────
|
────────
|
────────
|
────────
|
|
Outstanding at 31
December
|
―
|
―
|
4,166,755
|
0.16
|
|
|
════════
|
════════
|
════════
|
════════
|
Options issued under the ERSP were
valued using the Black Scholes model using the following
inputs:
|
|
|
|
Weighted average share
price
|
Expected
volatility
|
Risk free
rate
|
|
|
|
|
|
|
|
|
2020
|
|
|
49p (USD
0.64)
|
49.70%
|
0.00%
|
|
|
|
|
|
|
|
|
2021
|
|
|
49p (USD
0.68)
|
48.60%
|
0.00%
|
|
|
|
|
|
|
|
|
2022
|
|
|
22p (USD
0.28)
|
46.80%
|
1.69%
|
The total fair value of the options
at the grant date was USD 1,100,000. A charge of USD 15,000 (2022:
USD 66,000) was recognised in cost of sales and USD 41,000 (2022:
USD 245,000) was recognised in administrative expenses for the
fiscal year ended 2023. The expected volatility input
utilised represents the historic volatility of the share price of
the Company since Admission.
Other Share Based Payments
On 26 July 2022, the Company agreed
to issue a total of 1,459,435 Ordinary Shares to senior members of
staff, including certain persons discharging managerial
responsibilities. Ordinary Shares issued pursuant to the award were
satisfied from the pool of Ordinary Shares held in Treasury. The
fair value of the shares on the grant date was GBP 0.21 (USD 0.25)
per share. A total charge of USD 373,000 was recognised, with USD
178,000 recognised as an administrative expense and USD 195,000
recognised as a non-underlying restructuring cost given the
non-reoccurring nature of the transaction.
14 ALTERNATIVE PERFORMANCE
MEASURES
Alternative Performance Measures
("APMs") used by the Group are defined below along with a
reconciliation from each APM to its IFRS equivalent, and an
explanation of the purpose and usefulness of each APM. APMs are
non-IFRS measures.
In general, APMs are presented
externally to meet investors' requirements for further clarity and
transparency of the Group's financial performance. APMs are also
used internally by management to evaluate business performance and
for budgeting and forecasting purposes.
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
Profit/(loss)
|
|
|
194
|
(13,166)
|
|
Tax expense
|
|
|
7
|
169
|
|
|
|
|
────────
|
────────
|
|
Profit/(loss) before tax
|
|
|
201
|
(12,997)
|
|
Finance costs
|
|
|
2,044
|
2,491
|
|
Investment income
|
|
|
(188)
|
(206)
|
|
|
|
|
────────
|
────────
|
|
Operating profit/(loss)
|
|
|
2,057
|
(10,712)
|
|
Depreciation
|
|
|
4,241
|
5,110
|
|
Impairment
|
|
|
―
|
1,456
|
|
|
|
|
────────
|
────────
|
|
EBITDA
|
|
|
6,298
|
(4,146)
|
|
|
|
|
════════
|
════════
|
EBITDA
Management defines EBITDA as
Operating Profit adjusted for depreciation and impairment. EBITDA
facilitates comparisons of operating performance from period to
period and company to company by eliminating potential differences
caused by variations in capital structures, tax positions and the
age and booked depreciation on assets.
Net Cash
Net cash represents cash less
overdraft balances, term loans and notes outstanding. This is a
commonly used metric, helpful to stakeholders when analysing the
business. Negative net cash is referred to as a net debt
position.
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
16,843
|
7,514
|
|
Loan notes - non-current
|
|
|
(13,495)
|
(14,000)
|
|
Loan notes - current
|
|
|
(2,280)
|
―
|
|
|
|
|
────────
|
────────
|
|
Net cash/(debt)
|
|
|
1,068
|
(6,486)
|
|
|
|
|
════════
|
════════
|
15 PROPERTY, PLANT, AND
EQUIPMENT
|
|
|
|
Machinery,
|
|
|
|
|
|
|
Motor
|
|
|
|
|
|
|
vehicles,
|
|
|
|
|
|
Land and
|
furniture
and
|
Leasehold
|
|
|
|
|
buildings
|
equipment
|
improvements
|
Total
|
|
|
|
USD'000
|
USD'000
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
|
Cost:
|
|
|
|
|
|
|
At 1 January 2023
|
|
39,325
|
13,683
|
1,370
|
54,378
|
|
Additions
|
|
745
|
251
|
106
|
1,101
|
|
Disposals
|
|
(5)
|
(548)
|
―
|
(553)
|
|
Transfer to
inventory
|
|
(107)
|
―
|
―
|
(107)
|
|
|
|
────────
|
────────
|
────────
|
────────
|
|
At 31 December 2023
|
|
39,958
|
13,386
|
1,476
|
54,820
|
|
|
|
────────
|
────────
|
────────
|
────────
|
|
|
|
|
|
|
|
|
Depreciation:
|
|
|
|
|
|
|
At 1 January 2023
|
|
23,780
|
10,406
|
602
|
34,788
|
|
Charge for the
year
|
|
1,804
|
1,188
|
263
|
3,255
|
|
Relating to
disposals
|
|
(3)
|
(201)
|
―
|
(204)
|
|
Transfer to
inventory
|
|
(43)
|
―
|
―
|
(43)
|
|
|
|
────────
|
────────
|
────────
|
────────
|
|
At 31 December 2023
|
|
25,538
|
11,393
|
865
|
37,796
|
|
|
|
────────
|
────────
|
────────
|
────────
|
|
|
|
|
|
|
|
|
Net carrying amount:
|
|
|
|
|
|
|
At 31 December 2023
|
|
14,420
|
1,993
|
611
|
17,024
|
|
|
|
════════
|
════════
|
════════
|
════════
|
|
|
|
|
Machinery,
|
|
|
|
|
|
|
motor
|
|
|
|
|
|
|
vehicles,
|
|
|
|
|
|
Land and
|
furniture
and
|
Leasehold
|
|
|
|
|
buildings
|
equipment
|
improvements
|
Total
|
|
|
|
USD'000
|
USD'000
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
|
Cost:
|
|
|
|
|
|
|
At 1 January 2022
|
|
39,919
|
14,115
|
1,370
|
55,404
|
|
Additions
|
|
194
|
424
|
―
|
618
|
|
Disposals
|
|
(788)
|
(856)
|
―
|
(1,644)
|
|
|
|
────────
|
────────
|
────────
|
────────
|
|
At 31 December
2022
|
|
39,325
|
13,683
|
1,370
|
54,378
|
|
|
|
────────
|
────────
|
────────
|
────────
|
|
|
|
|
|
|
|
|
Depreciation:
|
|
|
|
|
|
|
At 1 January 2022
|
|
21,438
|
8,089
|
365
|
29,892
|
|
Charge for the
year
|
|
2,040
|
1,893
|
237
|
4,170
|
|
Relating to
disposals
|
|
(226)
|
(491)
|
―
|
(717)
|
|
Provision for
impairment
|
|
528
|
915
|
―
|
1,443
|
|
|
|
────────
|
────────
|
────────
|
────────
|
|
At 31 December
2022
|
|
23,780
|
10,406
|
602
|
34,788
|
|
|
|
────────
|
────────
|
────────
|
────────
|
|
|
|
|
|
|
|
|
Net carrying amount:
|
|
|
|
|
|
|
At 31 December
2022
|
|
15,545
|
3,277
|
768
|
19,590
|
|
|
|
════════
|
════════
|
════════
|
════════
|
16 RIGHT-OF-USE
ASSETS
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
|
Cost:
|
|
|
|
|
|
|
At 1 January
|
|
|
|
7,887
|
7,887
|
|
Additions
|
|
|
|
918
|
―
|
|
|
|
|
|
────────
|
────────
|
|
At 31 December
|
|
|
|
8,805
|
7,887
|
|
|
|
|
|
────────
|
────────
|
|
|
|
|
|
|
|
|
Depreciation:
|
|
|
|
|
|
|
At 1 January
|
|
|
|
3,466
|
2,513
|
|
Charge for the
year
|
|
|
|
986
|
940
|
|
Provision for
impairment
|
|
|
|
―
|
13
|
|
|
|
|
|
────────
|
────────
|
|
At 31 December
|
|
|
|
4,452
|
3,466
|
|
|
|
|
|
────────
|
────────
|
|
|
|
|
|
|
|
|
Net carrying amount:
|
|
|
|
|
|
|
At 31 December
|
|
|
|
4,353
|
4,421
|
|
|
|
|
|
════════
|
════════
|
Information related to lease
liabilities is available in note 23.
The table below details rent
resulting from lease contracts which are not capitalised and are
therefore expensed in the year.
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
Short-term leases
|
|
|
653
|
715
|
|
|
|
|
════════
|
════════
|
Short-term leases include amounts
paid for vehicles and heavy equipment rental, as well as short-term
property leases.
17 INVENTORIES
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
Materials and consumables
|
|
|
3,607
|
4,442
|
|
Goods-in-transit
|
|
|
540
|
712
|
|
|
|
|
────────
|
────────
|
|
|
|
|
4,147
|
5,154
|
|
|
|
|
════════
|
════════
|
No provision has been recognised in
2023 reflecting the cost of prefabricated camp assets held in
inventory (2022: USD 2,478,000).
18 TRADE AND OTHER
RECEIVABLES
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
11,196
|
10,697
|
|
Accrued revenue
|
|
|
2,265
|
3,765
|
|
Deposits
|
|
|
80
|
112
|
|
Prepayments
|
|
|
1,173
|
514
|
|
Other receivables
|
|
|
1,027
|
1,301
|
|
|
|
|
────────
|
────────
|
|
|
|
|
15,741
|
16,389
|
|
|
|
|
════════
|
════════
|
Invoices are generally raised on a
monthly basis, upon completion, or part completion of performance
obligations as agreed with the customer on a contract by contract
basis.
During the year 100% of accrued
revenue was subsequently billed and transferred to trade
receivables from the opening unbilled balance in the period (2022:
100%).
As at 31 December the transaction
price allocated to remaining performance obligations was USD
49,000,000 (2022: USD 83,000,000). This represents revenue expected
to be recognised in subsequent periods arising on existing
contractual arrangements. The Group has not taken the practical
expedient in IFRS 15.121 not to disclose information about
performance obligations that have original expected durations of
one year or less and therefore no consideration from contracts with
customers is excluded from these amounts. All revenue is expected
to be recognised within the next five years.
As at 31 December the ageing of
trade receivables was as follows:
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
|
Not past due
|
|
|
|
8,127
|
5,609
|
|
Overdue by less than 30
days
|
|
|
|
1,843
|
3,705
|
|
Overdue by between 30 and 60
days
|
|
|
|
805
|
831
|
|
Overdue by more than 60
days
|
|
|
|
421
|
552
|
|
|
|
|
|
────────
|
────────
|
|
|
|
|
|
11,196
|
10,697
|
|
|
|
|
|
════════
|
════════
|
Trade receivables are non-interest
bearing and generally have payment terms of 30 days. No ECL was
recorded as at 31 December 2023 or 31 December 2022.
All receivables are expected, on the basis of past
experience, to be fully recoverable.
19 CASH AND CASH
EQUIVALENTS
Cash and cash equivalents in the
consolidated statement of financial position comprised of cash at
bank of USD 16,843,000 (2022: USD 7,514,000).
20 SHARE
CAPITAL
|
|
2023
|
2022
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
Authorised, issued and fully paid
|
|
|
|
173,575,741 shares (2022:
173,575,741 shares) of GBP 0.10 (2022: GBP 0.10) each
|
24,300
|
24,300
|
|
|
════════
|
════════
|
|
|
|
|
21 TREASURY
SHARES
|
|
2023
|
2023
|
2022
|
2022
|
|
|
Number
|
USD'000
|
Number
|
USD'000
|
|
|
|
|
|
|
|
As at 1 January
|
―
|
―
|
1,783,898
|
1,199
|
|
Issued in the period
|
―
|
―
|
(1,783,898)
|
(1,199)
|
|
|
────────
|
────────
|
────────
|
────────
|
|
As at 31 December
|
―
|
―
|
―
|
―
|
|
|
════════
|
════════
|
════════
|
════════
|
22 LOAN NOTES
The table below summarises the loan
notes:
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
As at 1 January
|
|
|
14,000
|
10,000
|
|
Additions
|
|
|
1,775
|
15,500
|
|
Repayments
|
|
|
―
|
(11,500)
|
|
|
|
|
────────
|
────────
|
|
As at 31 December
|
|
|
15,775
|
14,000
|
|
|
|
|
════════
|
════════
|
|
|
|
|
|
|
|
Current
|
|
|
2,280
|
―
|
|
Non-current
|
|
|
13,495
|
14,000
|
During the year, the Group completed
a refinancing and fundraising exercise. The purpose of the exercise
was to extend the maturity of the USD 14.0m of loan notes issued by
the Group in previous periods which were due to mature in the
second half of 2024. USD 11.7m of notes were extended to mature in
January 2027, with the remaining USD 2.3m to be repaid in November
2024. An additional USD 1.8m was also raised through the issue of
new loan notes. The notes with a 2027 maturity date carry an annual
fixed interest rate of 8.50% (2022: 7.50%) for GBP denominated
notes and 9.50% (2022: 8.00%) for USD denominated notes. The term
of the note issuance is up to 37 months with principal to be repaid
as a bullet payment upon maturity in January 2027. Interest is paid
on a quarterly basis.
23 LEASE
LIABILITIES
Movements in the provision
recognised in the consolidated statement of financial position are
as follows:
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
As at 1 January
|
|
|
5,206
|
6,040
|
|
Additions
|
|
|
918
|
―
|
|
Interest
|
|
|
436
|
476
|
|
Payments
|
|
|
(1,409)
|
(1,310)
|
|
|
|
|
────────
|
────────
|
|
As at 31 December
|
|
|
5,151
|
5,206
|
|
|
|
|
════════
|
════════
|
|
|
|
|
|
|
|
Current
|
|
|
833
|
650
|
|
Non-current
|
|
|
4,318
|
4,556
|
Interest of USD 436,000 (2022: USD
476,000) relating to the above lease liabilities has been included
in Finance Costs for the year.
As at 31 December the maturity
profile of lease liabilities was as follows:
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
3 months or less
|
|
|
163
|
124
|
|
3 to 12 months
|
|
|
670
|
526
|
|
1 to 5 years
|
|
|
1,806
|
1,746
|
|
Over 5 years
|
|
|
2,512
|
2,810
|
|
|
|
|
────────
|
────────
|
|
|
|
|
5,151
|
5,206
|
|
|
|
|
════════
|
════════
|
The Group had total cash outflows
relating to leases of USD 2,062,000 in 2023 (2022: USD 2,025,000).
This is the total of short-term lease payments from note 16 and
payments from note 23.
24 EMPLOYEES' END OF
SERVICE BENEFITS
Movements in the provision
recognised in the consolidated statement of financial position are
as follows:
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
As at 1 January
|
|
|
928
|
731
|
|
Provided during the year
|
|
|
859
|
526
|
|
End of service benefits
paid
|
|
|
(285)
|
(329)
|
|
|
|
|
────────
|
────────
|
|
As at 31 December
|
|
|
1,502
|
928
|
|
|
|
|
════════
|
════════
|
25 TRADE AND OTHER
PAYABLES
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
Trade payables
|
|
|
6,321
|
3,744
|
|
Accrued expenses
|
|
|
2,338
|
2,309
|
|
Accrued tax expense
|
|
|
193
|
388
|
|
Customer advances
|
|
|
1,914
|
533
|
|
|
|
|
────────
|
────────
|
|
|
|
|
10,766
|
6,974
|
|
|
|
|
════════
|
════════
|
All customer advances recorded at 31
December 2022 were subsequently recognised as revenue in 2023 and
all customer advances held at 31 December 2023 were subsequently
recognised as revenue in 2024.
26 PROVISIONS
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
As at 1 January
|
|
|
1,092
|
1,422
|
|
Provided during the year
|
|
|
―
|
1,092
|
|
Utilised during the year
|
|
|
(1,013)
|
(1,422)
|
|
Reversed during the year
|
|
|
(79)
|
―
|
|
|
|
|
────────
|
────────
|
|
As at 31 December
|
|
|
―
|
1,092
|
|
|
|
|
════════
|
════════
|
Following the March 2021 attack on
Palma, Mozambique the Group began incurring unavoidable costs
relating to the Offsite Assets. All assets were disposed of in
2023. As such, no provision is held at 31 December 2023.
27 CHANGES IN LIABILITIES
ARISING FROM FINANCING ACTIVITIES
|
|
1 January
|
|
|
|
31
December
|
|
|
2023
|
Cash flows
|
New leases
|
Other
|
2023
|
|
|
USD'000
|
USD'000
|
USD'000
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
Loan notes
|
14,000
|
1,775
|
―
|
(2,280)
|
13,495
|
|
Lease liabilities
|
4,556
|
―
|
286
|
(524)
|
4,318
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Loan notes
|
―
|
―
|
―
|
2,280
|
2,280
|
|
Lease liabilities
|
650
|
(1,409)
|
632
|
960
|
833
|
|
|
────────
|
────────
|
────────
|
────────
|
────────
|
|
|
19,206
|
366
|
918
|
436
|
20,926
|
|
|
════════
|
════════
|
════════
|
════════
|
════════
|
|
|
1 January
|
|
|
|
31
December
|
|
|
2022
|
Cash flows
|
New leases
|
Other
|
2022
|
|
|
USD'000
|
USD'000
|
USD'000
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
Loan notes
|
―
|
14,000
|
―
|
―
|
14,000
|
|
Lease liabilities
|
5,206
|
―
|
―
|
(650)
|
4,556
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Loan notes
|
10,000
|
(10,000)
|
―
|
―
|
―
|
|
Lease liabilities
|
834
|
(1,310)
|
―
|
1,126
|
650
|
|
|
────────
|
────────
|
────────
|
────────
|
────────
|
|
|
16,040
|
2,690
|
―
|
476
|
19,206
|
|
|
════════
|
════════
|
════════
|
════════
|
════════
|
The 'Other' column includes the
effect of reclassification of non-current portion of leases to
current due to the passage of time, the effect of contracted loan
note amounts not yet received, and the effect of accrued interest
not yet paid.
28 FINANCIAL RISK
MANAGEMENT OBJECTIVES AND POLICIES
Interest rate risk
Interest rate risk is the risk that
the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. The Group
was not exposed to any significant interest rate risk on its
interest-bearing liabilities.
Foreign currency risk
Foreign currency risk is the risk
that the fair value or future cash flows of a financial instrument
will fluctuate because of changes in foreign exchange rates. The
Group's exposure to the risk of changes in foreign exchange rates
relates primarily to the Group's operating activities when revenue
or expenses are denominated in a different currency from the
Group's functional currency, as well as cash and cash equivalents
held in foreign currency accounts.
At 31 December 2023, the Group held
foreign cash and cash equivalents of GBP 948,000 (USD 1,207,000).
Additionally, the Group held GBP denominated loans of GBP 2,239,000
(USD 2,850,000). UK pound sterling is primarily held by the Group
to settle payment obligations denominated in GBP. As at 31 December
2022, the Group held GBP 364,000 (USD 440,000) and GBP denominated
loans of GBP 1,970,000 (USD 2,382,000).
The Group's exposure to foreign
currency variances for all other currencies is not
material.
Credit risk
Credit risk is the risk that one
party to a financial instrument will fail to discharge an
obligation and cause the other party to incur a financial loss. The
Group is exposed to credit risk on its bank balances and
receivables.
The Group seeks to limit its credit
risk with respect to banks by only dealing with reputable financial
institutions as determined by the CODM and with respect to
customers by only dealing with creditworthy customers and
continuously monitoring outstanding receivables. The Company's 5
largest customers account for 50% of outstanding trade receivables
at 31 December 2023 (2022: 61%).
Receivables split by customer:
|
|
|
|
2023
|
2022
|
|
|
|
|
%
|
%
|
|
|
|
|
|
|
|
Customer G
|
|
|
21
|
―
|
|
Customer A
|
|
|
18
|
14
|
|
Customer B
|
|
|
14
|
22
|
|
Customer C
|
|
|
9
|
7
|
|
Customer D
|
|
|
9
|
7
|
|
Customer F
|
|
|
3
|
11
|
|
Other
|
|
|
26
|
39
|
|
|
|
|
────────
|
────────
|
|
|
|
|
100
|
100
|
|
|
|
|
════════
|
════════
|
No material credit risk is deemed to
exist due to the nature of the Group's customers, who are
predominantly governments and large intragovernmental
organisations.
Liquidity risk
Liquidity risk is the risk that the
Group will not be able to meet its financial obligations as they
fall due. The Group limits its liquidity risk by ensuring bank
facilities are available.
The Group's terms of sale generally
require amounts to be paid within 30 days of the date of sale.
Trade payables are settled depending on the supplier credit terms,
which are generally 30 days from the date of delivery of goods or
services.
As at 31 December the maturity
profile of trade payables and loan notes was as follows:
|
As at 31 December
2023
|
|
|
|
|
|
|
|
Less than
|
3 to 6
|
6 to 12
|
12 to 24
|
|
|
|
3 months
|
Months
|
Months
|
Months
|
Total
|
|
|
USD'000
|
USD'000
|
USD'000
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
|
Loan notes
|
―
|
―
|
2,280
|
13,495
|
15,775
|
|
Trade payables
|
6,321
|
―
|
―
|
―
|
6,321
|
|
|
────────
|
────────
|
────────
|
────────
|
────────
|
|
|
6,321
|
―
|
2,280
|
13,495
|
22,096
|
|
|
════════
|
════════
|
════════
|
════════
|
════════
|
|
As
at 31 December 2022
|
|
|
|
|
|
|
|
Less than
|
3 to 6
|
6 to 12
|
12 to 24
|
|
|
|
3 months
|
Months
|
Months
|
Months
|
Total
|
|
|
USD'000
|
USD'000
|
USD'000
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
|
Loan notes
|
―
|
―
|
―
|
14,000
|
14,000
|
|
Trade payables
|
3,744
|
―
|
―
|
―
|
3,744
|
|
|
────────
|
────────
|
────────
|
────────
|
────────
|
|
|
3,744
|
―
|
―
|
14,000
|
17,744
|
|
|
════════
|
════════
|
════════
|
════════
|
════════
|
Liabilities falling due within
twelve months are recognised as current on the consolidated
statement of financial position. Liabilities falling due after
twelve months are recognised as non-current.
The unutilised bank overdraft
facilities at 31 December 2023 amounted to USD 10,000,000 (2022:
USD 10,000,000) and carry interest of 1m Term SOFR +3.50% per annum
(2022: 1m Term SOFR +3.50%). The facilities require a 100% cash
margin guarantee to be paid upfront.
The Group manages its liquidity risk
by maintaining significant cash reserves.
The Group's cash and cash
equivalents balance is substantially all held in institutions
holding a Moody's long-term deposit rating of Aa3 or
above.
Capital management
The primary objective of the Group's
capital management is to ensure that it maintains a healthy capital
ratio in order to support its business and
maximise shareholder value. The Group manages its capital structure
and makes adjustments to it in light of changes in business
conditions.
No changes were made in the
objectives, policies or processes during the year ended 31 December
2023.
Capital comprises share capital,
share premium, merger reserve, treasury shares, share based payment
reserve and retained earnings and is measured at USD 24,914,000 as
at 31 December 2023 (2022: USD 24,868,000).
29 RELATED PARTY
DISCLOSURES
Related parties represent
shareholders, directors and key management personnel of the Group,
and entities controlled, jointly controlled, or significantly
influenced by such parties. Pricing policies and terms of these
transactions are approved by the Group's management.
There were no transactions with
related parties during the year (2022: USD nil). No outstanding
balances with related parties are included in the consolidated
statement of financial position at 31 December 2023 (2022: USD
nil).
30 ULTIMATE CONTROLLING
PARTY
The ultimate controlling party of the
company, as shown within the substantial shareholders breakdown
within the Directors' Report, is Soraya Narfeldt.
31 COMPENSATION
Compensation of key management personnel
The remuneration of key management
during the year was as follows:
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
Short-term benefits
|
|
|
1,272
|
1,379
|
|
Stock based compensation
|
|
|
―
|
373
|
|
|
|
|
────────
|
────────
|
|
|
|
|
1,272
|
1,752
|
|
|
|
|
════════
|
════════
|
The key management personnel
comprise of 3 (2022: 3) individuals. Included in key management
personnel are 2 (2022: 3) Directors.
Compensation of directors
The remuneration of directors during
the year was as follows:
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
Short-term benefits
|
|
|
1,411
|
1,574
|
|
Stock based compensation
|
|
|
―
|
178
|
|
|
|
|
────────
|
────────
|
|
|
|
|
1,411
|
1,752
|
|
|
|
|
════════
|
════════
|
Highest paid director
The remuneration of the highest paid
director during the year was as follows:
|
|
|
|
2023
|
2022
|
|
|
|
|
USD'000
|
USD'000
|
|
|
|
|
|
|
|
Short-term benefits
|
|
|
492
|
393
|
|
Stock based compensation
|
|
|
―
|
178
|
|
|
|
|
────────
|
────────
|
|
|
|
|
492
|
571
|
|
|
|
|
════════
|
════════
|
The amount disclosed in the tables
is the amount recognised as an expense during the reporting year
related to key management personnel and directors of the
Group.
32 STANDARDS ISSUED BUT
NOT YET EFFECTIVE
No other standards and
interpretations that are issued, but not yet effective, up to the
date of issuance of the Group's financial statements are expected
to have a material impact on the Group.
COMPANY STATEMENT OF FINANCIAL POSITION
For the year ended 31 December 2023
|
|
|
2023
|
2022
|
|
|
Notes
|
USD'000
|
USD'000
|
|
|
|
|
|
|
Assets
|
|
|
|
|
Non-current assets
|
|
|
|
|
Investments
|
4
|
28,606
|
28,606
|
|
Loan to subsidiary
|
5
|
1,000
|
1,000
|
|
|
|
────────
|
────────
|
|
|
|
29,606
|
29,606
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
6
|
4,190
|
5,984
|
|
Cash and cash equivalents
|
|
320
|
157
|
|
|
|
────────
|
────────
|
|
|
|
4,510
|
6,141
|
|
|
|
────────
|
────────
|
|
Total assets
|
|
34,116
|
35,747
|
|
|
|
════════
|
════════
|
|
|
|
|
|
|
Equity and liabilities
|
|
|
|
|
Equity
|
|
|
|
|
Share capital
|
7
|
24,300
|
24,300
|
|
Share premium
|
|
―
|
18,254
|
|
Merger reserve
|
|
―
|
―
|
|
Treasury shares
|
8
|
―
|
―
|
|
Share based payment
reserve
|
|
―
|
574
|
|
Retained earnings
|
|
9,408
|
(8,680)
|
|
|
|
────────
|
────────
|
|
Total equity
|
|
33,708
|
34,448
|
|
|
|
────────
|
────────
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Loan from subsidiary
|
9
|
―
|
1,000
|
|
|
|
────────
|
────────
|
|
|
|
―
|
1,000
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
10
|
408
|
299
|
|
|
|
────────
|
────────
|
|
Total liabilities
|
|
408
|
1,299
|
|
|
|
────────
|
────────
|
|
Total equity and liabilities
|
|
34,116
|
35,747
|
|
|
|
════════
|
════════
|
The Company has taken the exemption
conferred by section 408 of the Companies Act 2006 not to publish
the profit and loss of the parent company within these accounts.
The result for the Company for the year was a loss of USD 592,000
(2022: USD 22,396,000).