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Registered number: 05717554










NEXEON LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023



 
NEXEON LIMITED
 

COMPANY INFORMATION


Directors
S S D Brown 
R Cummings 
S G Dobson 
G Horvat (appointed 24 January 2023)
A J Hosty 
W Jung (appointed 2 January 2023)
D Lamb 
R L Lincoln 
B Needham (appointed 23 March 2023)
C A G M Kniehase (resigned 16 November 2023)
S S Lim (resigned 2 January 2023)
E S Ripple (resigned 27 February 2023)




Company secretary
David Lamb



Registered number
05717554



Registered office
136 Eastern Avenue
Milton Park

Abingdon

Oxfordshire

OX14 4SB





 
NEXEON LIMITED
 

CONTENTS



Page
Group strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Consolidated statement of comprehensive income
9
Consolidated balance sheet
10
Company balance sheet
11
Consolidated statement of changes in equity
12
Company statement of changes in equity
13
Consolidated statement of cash flows
14
Consolidated analysis of net debt
15
Notes to the financial statements
16 - 37


 
NEXEON LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
Nexeon Limited is a battery materials and licensing company working with product OEMs and battery companies to enable the next generation of lithium-ion batteries.
The company has developed two silicon anode materials:
• NSP1 is a silicon-based composite powder designed for use in hybrid or low-loading anode electrodes
• NSP2 is a silicon-based material designed for use in high-loading anode electrode formulations.

Business review
 
Nexeon continued to scale up during 2023; with revenues up 17% on prior year from £4.4m to £5.1m, driven by the continued commercialization of both NSP1 and NSP2.
Nexeon expects to see licence revenues for NSP1 accelerate during 2024 as licencee SKC and its subsidiary Ultimus continue to role out commercialisation. 
Using funds raised in 2022, Nexeon in the last 12 months invested in expansion of its NSP2 pilot production facilities in Oxford which will increase short term revenue potential through additional capacity and, following a ground-breaking commercial contract with Panasonic, began investment in its first production site in Gunsan, South Korea and this plant should be operational before the end of 2024 transforming the company's revenue potential and capacity.
To support the operational scale up and growing commercial pipeline, company headcount has grown from 69 to 87 and investment has been made in scalable back office systems including Oracle Netsuite.
The operating loss of £14.5m reflects costs of the investments above which have been made to support the future growth trajectory of the company. In addition, capital investment grew from £0.8m to £8.2m.
At the closing balance sheet date the company held cash reserves of £78.8m (2022: £97.4m).

Principal risks and uncertainties
 
The directors consider that the principal risks and uncertainties faced by the Company are in the following categories:
Competitor risk:
The directors of the Company manage competition risk through close attention to customer service levels and the review of market forecasts and trends.
Economic risk:
The risk of inflation having an adverse impact on served markets. These risks are managed through strict control of costs.
Financial risk:
The directors of the Company closely monitor company's trading activities to manage credit, liquidity and other financial risk. The company holds significant cash balances following the 2022 fundraising which are held in USD and GBP to mitigate foreign exchange movements.

Financial key performance indicators
 
The Company consider earnings before interest, taxation, depreciation and amortisation (EBITDA) excluding exceptional administrative expenses of -£9.1m (2022: -£6.8m) and net cash flow of -£18.6m (2022: £93.5m) as the main financial key performance indicators.

Page 1

 
NEXEON LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Other key performance indicators
 
There are no other key performance indicators.


This report was approved by the board and signed on its behalf.





D Lamb
Director

Date: 29 April 2024

Page 2

 
NEXEON LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Principal activity

The principal activities of the Company during the year were the research, development, manufacture and exploitation of novel energy storage materials.

Results and dividends

The loss for the year, after taxation, amounted to £13,254,000 (2022 - loss £5,426,000).

Directors

The directors who served during the year were:

S S D Brown 
R Cummings 
S G Dobson 
G Horvat (appointed 24 January 2023)
A J Hosty 
W Jung (appointed 2 January 2023)
D Lamb 
R L Lincoln 
B Needham (appointed 23 March 2023)
C A G M Kniehase (resigned 16 November 2023)
S S Lim (resigned 2 January 2023)
E S Ripple (resigned 27 February 2023)

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Future developments

Nexeon will continue to scale-up during 2024; allocating the funds generated in 2022 to continue driving expansion in production capacity both in the UK and overseas.

Page 3

 
NEXEON LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditor

The auditor, James Cowper Kreston Auditwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





D Lamb
Director

Date: 29 April 2024

Page 4

 
NEXEON LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NEXEON LIMITED
 

Opinion


We have audited the financial statements of Nexeon Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.
Page 5

 
NEXEON LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NEXEON LIMITED (CONTINUED)




Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 6

 
NEXEON LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NEXEON LIMITED (CONTINUED)


Auditor's responsibilities for the audit of the financial statements
 

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


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:
 
Enquiry of management and those charged with governance around actual and potential litigation and claims;
Enquiry of management and those charged with governance to identify any material instances of non-compliance with laws and regulations; 
Reviewing financial statement disclosures and testing to supporting documentation to assess compliancewith applicable laws and regulations; 
Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.


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


Use of our report
 

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


Page 7

 
NEXEON LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NEXEON LIMITED (CONTINUED)




James Pitt BA BFP FCA (Senior Statutory Auditor)
  
for and on behalf of
James Cowper Kreston Audit
 
Chartered Accountants and Statutory Auditor
  
2 Chawley Park
Cumnor Hill
Oxford
Oxfordshire
OX2 9GG

1 May 2024
Page 8

 
NEXEON LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£000
£000

  

Turnover
 4 
5,114
4,359

Cost of sales
  
(1,650)
(1,413)

Gross profit
  
3,464
2,946

Administrative expenses
  
(14,655)
(11,249)

Exceptional administrative expenses
 13 
(4,582)
(2,906)

Other operating income
 5 
1,241
557

Operating loss
 6 
(14,532)
(10,652)

Interest receivable and similar income
 10 
1,820
3,579

Interest payable and similar expenses
 11 
(2,855)
-

Loss before taxation
  
(15,567)
(7,073)

Tax on loss
 12 
2,313
1,647

Loss for the financial year
  
(13,254)
(5,426)

  

Foreign exchange movement
  
377
(1)

Total comprehensive income for the year
  
(12,877)
(5,427)

  

There were no recognised gains and losses for 2023 or 2022 other than those included in the consolidated statement of comprehensive income.

The notes on pages 16 to 37 form part of these financial statements.

Page 9

 
NEXEON LIMITED
REGISTERED NUMBER: 05717554

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

Fixed assets
  

Intangible assets
 14 
638
448

Tangible assets
 15 
8,879
1,703

  
9,517
2,151

Current assets
  

Stocks
 17 
224
85

Debtors: amounts falling due after more than one year
 18 
4,511
-

Debtors: amounts falling due within one year
 18 
5,745
3,215

Cash at bank and in hand
 19 
78,768
97,374

  
89,248
100,674

Creditors: amounts falling due within one year
 20 
(7,100)
(1,515)

Net current assets
  
82,148
99,159

Total assets less current liabilities
  
91,665
101,310

 
Provisions for liabilities
  

Provisions
 21 
(3,995)
(2,028)

Net assets
  
87,670
99,282


Capital and reserves
  

Called up share capital 
 22 
25
22

Share premium account
 23 
127,720
127,719

Foreign exchange reserve
 23 
342
(35)

Profit and loss account
 23 
(40,417)
(28,424)

Equity attributable to owners of the parent Company
  
87,670
99,282


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




D Lamb
Director

Date: 29 April 2024

The notes on pages 16 to 37 form part of these financial statements.

Page 10

 
NEXEON LIMITED
REGISTERED NUMBER: 05717554

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

Fixed assets
  

Intangible assets
 14 
629
448

Tangible assets
 15 
5,099
1,354

Investments
 16 
21,771
191

  
27,499
1,993

Current assets
  

Stocks
 17 
224
85

Debtors: amounts falling due after more than one year
 18 
362
344

Debtors: amounts falling due within one year
 18 
5,285
2,961

Cash at bank and in hand
 19 
62,310
97,273

  
68,181
100,663

Creditors: amounts falling due within one year
 20 
(4,315)
(1,560)

Net current assets
  
 
 
63,866
 
 
99,103

Total assets less current liabilities
  
91,365
101,096

  

Provisions for liabilities
  

Provisions
 21 
(3,750)
(1,750)

  
 
 
(3,750)
 
 
(1,750)

Net assets
  
87,615
99,346


Capital and reserves
  

Called up share capital 
 22 
25
22

Share premium account
 23 
127,720
127,719

Profit and loss account
 23 
(40,130)
(28,395)

  
87,615
99,346


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




D Lamb
Director

Date: 29 April 2024

The notes on pages 16 to 37 form part of these financial statements.

Page 11

 
NEXEON LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Total equity

£000
£000
£000
£000
£000

At 1 January 2023
22
127,719
(35)
(28,424)
99,282



Loss for the year
-
-
-
(13,254)
(13,254)

Share based payment charge
-
-
-
1,261
1,261

Foreign exchange reserve movement
-
-
377
-
377

Shares issued during the year
3
1
-
-
4


At 31 December 2023
25
127,720
342
(40,417)
87,670



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Total equity

£000
£000
£000
£000
£000

At 1 January 2022
14
31,160
(34)
(25,904)
5,236



Loss for the year
-
-
-
(5,426)
(5,426)

Share based payment charge
-
-
-
2,906
2,906

Foreign exchange reserve movement
-
-
(1)
-
(1)

Shares issued during the year
8
96,559
-
-
96,567


At 31 December 2022
22
127,719
(35)
(28,424)
99,282


The notes on pages 16 to 37 form part of these financial statements.

Page 12

 
NEXEON LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£000
£000
£000
£000

At 1 January 2023
22
127,719
(28,395)
99,346



Loss for the year
-
-
(12,996)
(12,996)

Share based payment charge
-
-
1,261
1,261

Shares issued during the year
3
1
-
4


At 31 December 2023
25
127,720
(40,130)
87,615



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Profit and loss account
Total equity

£000
£000
£000
£000

At 1 January 2022
14
31,160
(25,859)
5,315



Loss for the year
-
-
(5,442)
(5,442)

Share based payment charge
-
-
2,906
2,906

Shares issued during the year
8
96,559
-
96,567


At 31 December 2022
22
127,719
(28,395)
99,346


The notes on pages 16 to 37 form part of these financial statements.

Page 13

 
NEXEON LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£000
£000

Cash flows from operating activities

Loss for the financial year
(13,254)
(5,426)

Adjustments for:

Amortisation of intangible assets
72
282

Depreciation of tangible assets
782
652

Interest received
(1,820)
(247)

Taxation charge
(2,313)
(1,647)

(Increase) in stocks
(139)
(85)

(Increase)/decrease in debtors
(6,631)
107

Increase/(decrease) in creditors
5,583
(909)

Increase in provisions
1,968
751

Corporation tax received
1,903
1,148

Foreign exchange
413
13

Share based payment charge
1,262
2,906

Net cash generated from operating activities

(12,174)
(2,455)


Cash flows from investing activities

Purchase of intangible fixed assets
(262)
-

Purchase of tangible fixed assets
(7,994)
(823)

Interest received
1,820
247

Net cash from investing activities

(6,436)
(576)

Cash flows from financing activities

Issue of ordinary shares (net of issue costs)
4
96,567

Net cash used in financing activities
4
96,567

Net (decrease)/increase in cash and cash equivalents
(18,606)
93,536

Cash and cash equivalents at beginning of year
97,374
3,838

Cash and cash equivalents at the end of year
78,768
97,374


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
78,768
97,374

78,768
97,374


The notes on pages 16 to 37 form part of these financial statements.

Page 14

 
NEXEON LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£000

£000

£000





Cash at bank and in hand

97,374

(18,606)

78,768


The notes on pages 16 to 37 form part of these financial statements.

Page 15

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Nexeon Limited is a limited liability company incorporated in England. The registered office is 136 Eastern Avenue, Milton Park, Abingdon, OX14 4SB.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2015.

 
2.3

Going concern

The directors have reviewed the Group's current and expected liabilities and cash flow outflows arising from its activities and are confident that the Group will have sufficient resources to meet its liabilities as they fall due. At the balance sheet date the Group had cash at bank and in hand of £78,768,000 (2022: £97,374,000). The Directors' consider this to be sufficient to fund the Group's operations for at least twelve months from the date of approval of these financial statements.

Page 16

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP, rounded to the nearest thousand.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

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

Page 17

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

  
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only. Therefore, all research and development expenditures are recognised as an expense when it is incurred.

Page 18

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.8

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

  
2.12

Share-based payments

Where share options and equity instruments are awarded to employees, the fair value of the instruments at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the equity instruments granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Page 19

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.13

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

  
2.14

Intangible fixed assets and amortisation

Costs associated with the application and registration of internally generated trademarks, patents and know-how are written off to the profit and loss account as incurred. Acquired trademarks, patents and know-how are capitalised as intangible fixed assets. Intangible fixed assets are held at cost less accumulated amortisation. 
Amortisation of acquired and in-licensed patent rights, as well as software, is calculated to write off the cost of the intangible fixed assets over their expected useful life at 10% per annum on a straight line basis. Amortisation and in-licensed know-how is calculated to write off the cost of the intangible fixed assets over their expected useful life at 33.3% per annum on a straight line basis. Where further development work is required prior to commercialisation, amortisation begins when commercial exploitation commences. 

 
2.15

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.16

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 20

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.16
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold property
-
Straight line over the life of the lease
Plant and machinery
-
10-33% straight line
Motor vehicles
-
33.3% straight line
Fixtures and fittings
-
33.3% straight line
Computer equipment
-
33.3% straight line
Assets under construction
-
Not depreciated

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.17

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.18

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.19

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.20

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.21

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 21

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.22

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.23

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amount reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the period. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effects on amounts recognised in the financial statements. 
Share based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate requires determination of the most appropriate inputs to the valuation model including the fair value of the instrument granted, expected life, volatility and making assumptions about them. The Group has used both the Black-Scholes model and the Binomial model depending on the nature of the share-based payment transaction.
Dilapidations
A dilapidation provision is included in the financial statements to recognise the Group's obligation to restore leased properties back to their original condition upon expiry of the leases, in line with the lease agreements. Assumptions are made over the expected future costs of restoration.
Legal provision
A provision for legal fees is included in the financial statements to recognise the Group's probable future costs associated with the matter disclosed in note 25. The provision represents managements best estimate of the total future legal fees and professional advice.

Page 22

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£000
£000

Material sales
5,114
4,359


Analysis of turnover by country of destination:

2023
2022
£000
£000

Europe
36
587

Rest of the world
5,078
3,772

5,114
4,359



5.


Other operating income

2023
2022
£000
£000

Rents receivable
-
35

Government grants receivable
1,241
522

1,241
557



6.


Operating loss

The operating loss is stated after charging:

2023
2022
£000
£000

Research & development charged as an expense
1,775
861

Exchange differences
-
(21)

Other operating lease rentals
634
577

Share-based payment
1,262
2,906


7.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor:


2023
2022
£000
£000

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
30
22

Page 23

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000


Wages and salaries
7,601
4,867
6,810
4,431

Social security costs
563
419
507
364

Cost of defined contribution scheme
263
255
234
225

8,427
5,541
7,551
5,020


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Employees
87
69
79
62


9.


Directors' remuneration

2023
2022
£000
£000

Directors' emoluments
949
881

Group contributions to defined contribution pension schemes
12
9

961
890


During the year retirement benefits were accruing to 1 director (2022 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £526,000 (2022 - £440,000).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2022 - £NIL).


10.


Interest receivable and similar income

2023
2022
£000
£000


Foreign exchange gains on monetary assets
-
3,332

Other interest receivable
1,820
247

1,820
3,579

Page 24

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Interest payable and similar expenses

2023
2022
£000
£000


Foreign exchange losses on monetary assets
2,855
-


12.


Taxation


2023
2022
£000
£000

Corporation tax


Current tax on profits for the year
(2,313)
(1,647)


Total current tax
(2,313)
(1,647)


Taxation on loss on ordinary activities
(2,313)
(1,647)

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - higher than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£000
£000


Loss on ordinary activities before tax
(15,567)
(7,073)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
(3,658)
(1,344)

Effects of:


Fixed asset differences
-
(78)

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
(1,162)
751

Capital allowances for year in excess of depreciation
(1,686)
(1,523)

Surrender of tax losses for R&D tax credit refund
3,446
574

R&D expenditure credits
58
13

Remeasurement of deferred tax for changes in tax rates
(77)
-

Movement in deferred tax not recognised
766
(40)

Total tax credit for the year
(2,313)
(1,647)

Page 25

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
12.Taxation (continued)


Factors that may affect future tax charges

The main rate of corporation tax rose from 19% to 25% from 1 April 2023. At the end of the reporting period, the Group has a deferred tax asset not recognised of £13,874,457 (2022: £13,200,000) and has unused tax losses of £57,016,000 (2022: £53,860,000).


13.


Exceptional items

2023
2022
£000
£000


Share based payment charge
1,262
2,906

Professional and travel fees
1,202
-

Legal fees
2,118
-

4,582
2,906

During the year ended 31 December 2023, a significant share based payment charge of £1,262,000 (2022: £2,906,000) was recognised within administrative expenses. 
During the year ended 31 December 2023, significant professional fees of £1,110,000 (2022: £nil) and travel costs of £92,000 (2022: £nil) were recognised within administrative expenses, relating to the set up of the operations of the Korean subsidiary.
During the year ended 31 December 2023, significant legal fees of £2,118,000 (2022: £nil) were recognised within administrative expenses, £2,000,000 of which forms the provision detailed in note 25.
These are considered to be of such significance to the Group's financial statements that they have been disclosed separately on the Statement of Comprehensive Income.

Page 26

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Intangible assets

Group





Patents
Computer software
Total

£000
£000
£000



Cost


At 1 January 2023
1,365
-
1,365


Additions
-
262
262



At 31 December 2023

1,365
262
1,627



Amortisation


At 1 January 2023
917
-
917


Charge for the year
71
1
72



At 31 December 2023

988
1
989



Net book value



At 31 December 2023
377
261
638



At 31 December 2022
448
-
448



Page 27

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
           14.Intangible assets (continued)

Company




Patents
Computer software
Total

£000
£000
£000



Cost


At 1 January 2023
1,365
-
1,365


Additions
-
252
252



At 31 December 2023

1,365
252
1,617



Amortisation


At 1 January 2023
917
-
917


Charge for the year
71
-
71



At 31 December 2023

988
-
988



Net book value



At 31 December 2023
377
252
629



At 31 December 2022
448
-
448

Page 28

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Tangible fixed assets

Group






Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment

£000
£000
£000
£000
£000



Cost or valuation


At 1 January 2023
781
10,253
54
1,121
443


Additions
-
416
-
3
259


Disposals
-
(13)
-
-
-


Exchange adjustments
(92)
(200)
-
(41)
(3)



At 31 December 2023

689
10,456
54
1,083
699



Depreciation


At 1 January 2023
742
8,822
3
995
402


Charge for the year
6
690
18
36
29


Disposals
-
(13)
-
-
-


Exchange adjustments
(87)
(171)
-
(41)
(2)



At 31 December 2023

661
9,328
21
990
429



Net book value



At 31 December 2023
28
1,128
33
93
270



At 31 December 2022
39
1,431
51
126
41
Page 29

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           15.Tangible fixed assets (continued)


Computer equipment
Assets under construction
Total

£000
£000
£000



Cost or valuation


At 1 January 2023
38
-
12,690


Additions
1
7,315
7,994


Disposals
-
-
(13)


Exchange adjustments
(4)
-
(340)



At 31 December 2023

35
7,315
20,331



Depreciation


At 1 January 2023
23
-
10,987


Charge for the year
3
-
782


Disposals
-
-
(13)


Exchange adjustments
(3)
-
(304)



At 31 December 2023

23
-
11,452



Net book value



At 31 December 2023
12
7,315
8,879



At 31 December 2022
15
-
1,703

Page 30

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           15.Tangible fixed assets (continued)


Company






Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Assets under construction
Total

£000
£000
£000
£000
£000
£000

Cost or valuation


At 1 January 2023
8,549
54
767
421
-
9,791


Additions
409
-
3
259
3,669
4,340


Disposals
(13)
-
-
-
-
(13)



At 31 December 2023

8,945
54
770
680
3,669
14,118



Depreciation


At 1 January 2023
7,400
3
649
385
-
8,437


Charge for the year
517
18
32
28
-
595


Disposals
(13)
-
-
-
-
(13)



At 31 December 2023

7,904
21
681
413
-
9,019



Net book value



At 31 December 2023
1,041
33
89
267
3,669
5,099



At 31 December 2022
1,148
51
117
35
-
1,351






Page 31

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Fixed asset investments

Company





Investments in subsidiary companies

£000



Cost or valuation


At 1 January 2023
191


Additions
21,580



At 31 December 2023
21,771






Net book value



At 31 December 2023
21,771



At 31 December 2022
191


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Nexeon Japan KK
GIP 4th floor 1-18-2 Hakusan Midori-Ku Yokohama-City Kanagawa 226-0006 Japan
Ordinary
100%
Nexeon Inc.
c/o Capitol Services, Inc.
108 Lakeland Avenue
Dover
Delaware, 19901
Ordinary
100%
Nexeon Korea, Ltd.
10F, 8 Gangnam-daero 53-gil, Seocho-gu, Seoul, Korea
Ordinary
100%

Page 32

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Stocks

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Raw materials and consumables
123
85
123
85

Finished goods and goods for resale
101
-
101
-

224
85
224
85


The difference between purchase price or production cost of stocks and their replacement cost is not material.


18.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Due after more than one year

Amounts owed by group undertakings
-
-
362
344

Prepayments and accrued income
4,511
-
-
-


Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Due within one year

Trade debtors
624
52
624
52

Other debtors including grants
2,223
592
1,962
592

Prepayments and accrued income
584
667
385
413

Tax recoverable
2,314
1,904
2,314
1,904

5,745
3,215
5,285
2,961


Amounts owed by group undertakings accrue interest at a annual interest rate of 1.5%. The full balance is repayable by 30th April 2025.
During the year ended 31 December 2020, the Company entered into a new loan agreement with their subsidiary for £1,485,000. This amount is repayable within 5 years.


19.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Cash at bank and in hand
78,768
97,374
62,310
97,273


Page 33

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Trade creditors
4,294
574
1,433
574

Amounts owed to group undertakings
-
-
518
90

Other taxation and social security
214
232
191
208

Other creditors
656
390
639
379

Accruals and deferred income
1,936
319
1,534
309

7,100
1,515
4,315
1,560


Amounts owed to group undertakings are non-interest bearing and repayable on demand. 


21.


Provisions


Group






Dilapidation provision
Legal provision
Total

£000
£000
£000





At 1 January 2023
2,028
-
2,028


Charged to profit or loss
(33)
2,000
1,967



At 31 December 2023
1,995
2,000
3,995

Company





Dilapidation provision
Legal provision
Total

£000
£000
£000





At 1 January 2023
1,750
-
1,750


Charged to profit or loss
-
2,000
2,000



At 31 December 2023
1,750
2,000
3,750

The dilapidation provision relates to an estimate of costs for restoration, repair and redecoration of the Group's leased premises at the termination of the leases in accordance with the terms of the lease agreements.
The legal provision relates to the total estimated legal fees and advice in relation to the matter disclosed in note 25. 

Page 34

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Share capital

2023
2022
£000
£000
Allotted, called up and fully paid



2,206,789 (2022 - 2,195,242) Ordinary shares of £0.01 each
22
22
95,531 (2022 - 0) H1 shares of £0.01 each
1
-
24,658 (2022 - 0) H1A shares of £0.10 each
2
-

25

22


95,531 H1 shares with nominal value of £0.01 each, and 24,658 H1A shares with nominal value of £0.10 each, were issued during the year at par value.
The Ordinary shares have the following rights attached: the right to vote; the right, with respect of dividends, to participate in a distribution; and the right, with respect of capital, to participate in a distribution (including on a winding-up). The Ordinary shares are non-redeemable. 
The H1 shares are non-voting hurdle shares. 
The H1A shares are non-voting hurdle shares, with dividend rights.  


23.


Reserves

Share premium account

The share premium reserve includes all amounts paid in excess of the nominal value of Ordinary shares issued.

Foreign exchange reserve

The foreign exchange reserve is the accumulated exchange gains or losses on translation of foreign subsidiaries during consolidation at the year end date.

Profit and loss account

The profit and loss account is the Company's accumulated retained losses as at the year end.

Page 35

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

24.


Share-based payments

The Company operates both an EMI and non-EMI share option scheme and incentive shares. A charge of £1,262,000 (2022: £2,906,000) has been recognised within the profit and loss account for the year ended 31 December 2023.
165,685 of the share options in issue have an exercise price of £0.01, and 22,962 of the share options in issue have an exercise price of £16.11. Some of the options in issue are only exercisable upon an exit event defined as; a sale, an asset sale or initial public offering and are subject to performance conditions. The remaining share options vest over various tranches and have been expensed over each vesting period of the tranche. The options lapse 10 years after issue, unless extended at the discretion of the board.
120,188 of the growth shares were issued during the year that have an exercise price of £0.01 and £0.15. The equity instruments have various vesting conditions, including business performance. The equity instruments also have certain rights to them in respect of distribution of assets on liquidation or a return on capital. The equity instruments in issue become exercisable upon an exit event defined as; a sale, an asset sale or initial public offering and are subject to performance conditions. The equity instruments vest over various tranches and have been expensed over each vesting period of the tranche. The options lapse 10 years after issue, unless extended at the discretion of the board.

Weighted average exercise price (£)
2023
Number
2023
Weighted average exercise price (£)
2022
Number
2022

Outstanding at the beginning of the year

2.06

180,694

0.01
 
206,486
 
Granted during the year

0.03

120,188

16.11
 
22,962
 
Forfeited during the year

-

-

0.01
 
(11,546)
 
Exercised during the year

0.03

(120,188)

0.01
 
(24,891)
 
Lapsed during the year

-

-

0.01
 
(12,317)
 
Outstanding at the end of the year
2.06

180,694

2.06
 
180,694
 

The fair value of 120,188 (2022: 22,962) share options in issue were issued after transition to FRS102 and recognised as an expense over the three to four (2022: four) year vesting period. 
The fair value was estimated using pricing models which takes into account the conditions which exercise of the options would be permitted, plus the following parameters:
2023
2022

Inputs used for share options and equity instruments:
Option pricing model used


Black-scholes and Binomial

Black-scholes
 
Weighted average share price (£)


82.90

105.46
 
Exercise price (pence)


127

1
 
Weighted average contractual life (years)


4

5
 
Expected volatility


41%

25%
 
Risk-free interest rate


1.60%

0.01%
 


Page 36

 
NEXEON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

25.


Contingent liabilities

The Group is the subject of a lawsuit filed in Washington State, America by a competitor. The Group refutes strongly the allegations made and has also filed a series of counterclaims. The Group has elected to apply the seriously prejudicial disclosure exemption under FRS 102.21.17 whilst proceedings are ongoing. 


26.


Capital commitments




At 31 December 2023 the Group and Company had capital commitments as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Contracted for but not provided in these financial statements
11,755
-
2,781
-


27.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £233,751 (2022: £224,991). Contributions totaling £59,461 (2022: £30,337) were payable to the fund at the balance sheet date and are included in creditors.


28.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Not later than 1 year
651
672
531
531

Later than 1 year and not later than 5 years
1,224
1,728
1,184
1,539

Later than 5 years
581
757
581
757

2,456
3,157
2,296
2,827


29.


Related party transactions

During  the  year,  the  Group made purchases of £188,000 (2022: £25,000) from Wacker Chemie AG, a company related to a shareholder of the parent Company. As at 31 December 2023 £15,000 (2022: £nil) was due to Wacker Chemie AG.


30.


Controlling party

In the opinion of the directors no one party is considered to be the ultimate controlling party of the Company.

Page 37