The directors present the strategic report for the year ended 31 March 2024.
Superdielectrics Group PLC is a holding company and therefore generates no turnover. The company's only costs during the year were in relation to bank charges and audit fees creating an operating loss of £8,926. There were no other costs incurred.
The Company has a strong statement of financial position due to its investment in its subsidiary, Superdielectrics Ltd, a company involved in research and development activities.
The directors continually review the business environment to identify any new significant risks to the company along with any significant changes to existing risks and will take action where appropriate to respond to any changes. The principal risk facing the company is the outcome of the research and development activities undertaken by its subsidiary undertaking.
We continue to manage risk through a series of regular management and strategic review meetings as well as by staying fully engaged with external stakeholders.
Due to the nature of the Company being a holding company the Directors do not consider there to be any financial or non- financial key performance indicators.
The Directors have had regards for the matters set out in section 172(1) of the Companies Act 2006 when performing their duty under section 172. The Directors consider that they have acted in good faith in the way that would be most likely to promote the success of the Company for the benefit of its members as a whole, while also having regards to the d172(1) matters referred to below:
(a) The likely consequences of any decision in the long term
(b) The interests of the company’s employees
(c) The need to maintain the company’s business relationships with suppliers, customers and others
(d) The impact of the company’s business relationships
(e) The desirability of the company maintaining a reputation for high business conduct
(f) The need to act fairly between members of the company
The accounts presented are for the individual company Superdielectrics Group Plc however the Directors feel as though a better understanding of how the Company has regard to the s172(1) matters is needed by also discussing the main trading subsidiary of the Group being Superdielectrics Ltd. The matters below therefore represent the Company itself in combination with its subsidiaries.
The Directors have had regard for the above matters as presented below.
Long-term Direction
The Company was incorporated under the laws of England and Wales on 20 September 2021 with the purpose of acting as the holding company of the Superdielectrics Group, pursuant to which it would seek funding and commercial partners to progress Superdielectric’s (SD) technology to the next stage of its development. On 29 October 2021, the Group was re-organised by the Company acquiring the entire issues share capital of SD on completion of the Share Exchange Agreements. SD has made a significant scientific breakthrough in electrical energy storage technology with the potential to outpace the energy densities of existing comparable Supercapacitors.
Purpose-led Engagement
The Group has discovered and patented new Polymers which can be used as electrolytes in Supercapacitors (the “Superdielectrics Polymers”). The Capacitance values as independently reported by the University of Surrey and the University of Bristol offer a step change in Supercapacitor technology. These new Superdielectrics Polymers have demonstrated exceptional Capacitance values 3 or 4 orders of magnitude (1,000 to 10,000 times) greater than conventional electrolyte solutions in the laboratories of both universities. Further research and development is underway to develop these laboratory results into commercial energy storage devices. The Directors believe that further successful development of the Superdieletrics Polymers could challenge existing battery technology on performance and cost while being complementary to existing storage technologies, including, for example, batteries and hydrogen.
Reputation and High Standards of Business Conduct
The Directors believe the key strengths of SD are a highly experienced team with its CEO, Finance Director and Director of Research each having significant experience at a publicly traded company; SD has sole ownership of a wide-ranging IP portfolio; a focus on developing technology which is aimed at facilitating the global shift away from fossil fuels; and technology which has been independently validated by the University of Bristol and the University of Surrey.
Commitment to Community and the Environment
Superdielectrics Polymers are environmentally benign, as they do not contain conflict metals and are not formed of materials which are in short supply or difficult to obtain. The Directors therefore believe this new technology developed by SD has the potential of becoming a revolutionary product in the field of energy storage. As set out above, SD is now developing the technology for licensing to a third party at Group’s laboratory facilities near Cambridge.
Interest of Group Employees
SD has expanded its highly qualified science team with the aim of preparing the technology for commercial use. The Directors are seeking to:-
(a) further expand both its research and development teams and
(b) invest in equipment to increase the performance parameters of the Superdielectrics devices for commercialisation.
Our Shareholders
The Board seeks to ensure that communications are clear and its actions in accordance with the Group’s stated strategic aims to promote long term success of the Company. Regular communications and strategic updates are provided to shareholders to ensure this.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2024.
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
No preference dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of review of the business and risks to the business.
We have audited the financial statements of Superdielectrics Group Plc (the 'company') for the year ended 31 March 2024 which comprise the income statement, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.
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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions 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 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 report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the 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.
As explained more fully in the directors' responsibilities statement, 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 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 company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our audit was designed to include tests of detail together with an assessment of the control environment to enable us to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement due to fraud. This included work on areas where we consider there is a higher risk of fraud including transactions with related parties, revenue recognition and management override of systems and control.
We also obtained an understanding of the applicable laws and regulations that the company has to abide by, through discussions with management and those charged with governance, as well as commercial knowledge of the sector and statutory legislation. We paid particular focus to those laws and regulations that had the potential to materially impact the amounts and disclosures within the financial statements.
After our initial risk assessment, we performed the following procedures to detect material misstatements in respect of irregularities arising due to fraud or error:
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.
Reviewing financial statement disclosures and testing these against supporting documentation to assess compliance with applicable laws and regulations
Assessing of key accounting estimates within the financial statements in order to assess their reasonableness and determining whether there were any indications of management bias in the estimates.
Enquiring of management as to whether they are aware of any alleged, suspected or actual fraud during the year
All audit team members were made aware of the applicable laws and regulations, as well as potential fraud risks during the planning stage of the audit and this was discussed at the audit team planning meeting. It was therefore determined that team members all had the relevant awareness and competence to identify any instances of non-compliance with relevant laws and regulations or fraud.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://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 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Superdielectrics Group Plc is a public company limited by shares incorporated in England and Wales. The registered office is The Mansion, Chesterford Park, Little Chesterford, Saffron Walden, CB10 1XL. The Company is a holding company of Superdielectrics Ltd, a company incorporated in England and Wales engaged in experimental research and development of mineral sciences and engineering.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements presented are the company's individual financial statement as the company has taken advantage of the exemption under 399 not to prepare consolidated financial statements. The financial statements present information about the company as an individual entity and not about its group.
The financial information presented has been prepared on the going concern basis, which assumes Superdielectrics Limited will continue in operational existence for the foreseeable future.
The Company's principal activity is that of a holding company and, accordingly, the Company is dependent on both the trading performance and support of its trading subsidiary, Superdielectrics Limited, to ensure the Company has adequate resources to continue in operation existence for the foreseeable future. A letter of support has also been issued by Superdielectrics Limited to the Company and after reviewing Superdielectrics Limited's forecasts and projections the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, this being 12 months of sign off from these financial statements. The Company has therefore adopted the going concern basis in preparing these financial statements.
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets and liabilities.
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
The Company derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. The Company also derecognise a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred, or liabilities assumed) is recognised in profit or loss.
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
Warrants issued by the company which do not meet the share based payment recognition criteria have instead been reviewed under IAS 32. Those which have met the fixed-for-fixed condition have been classified as equity instruments. The Warrants are measured at the fair value at the date of grant using a fair value model, they are not subsequently re-measured. Warrants issued alongside the issue of ordinary shares have their fair value deducted from the consideration received for the issuance of share capital and recognised within a separate equity reserve.
Share for share exchanges
Share for share exchanges, where the company issues equity shares in consideration for the acquisition of equity shares in another entity, are accounted for at the fair value of the equity shares acquired. The equity shares acquired are accounted for as non-current investments. A merger reserve is created to represent the difference between the nominal and fair value of the shares acquired.
Share based payments
The company participates in a share-based payment arrangement granted to its employees and employees of its subsidiaries. The share options are issued as company equity instruments with the services being rendered by employees of its subsidiary.
The expense in relation to options over the company's shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company's investment in that subsidiary with the corresponding side being an increase in equity.
At the date of authorisation of these financial statements, the following Standards and Interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the EU):
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The 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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
During the year ended 31st March 2024, Superdielectrics Group Plc granted 3,040,000 share options to employees of Superdielectrics Ltd. The options have an exercise price of 0.25pence per option. The options are exercisable within Superdielectrics Group Plc, however, as the holders are employees of Superdielectrics Ltd and the services are being rendered within this Company, consequently the share based payment expense charge of £81,967 (2023: £526,099) is recognised through the income statement of Superdielectrics Ltd with a corresponding value to equity. Due to the options being exercisable within Superdielectrics Group Plc, as per Note 1.10 the share based payment is recognised by Superdielectrics Group Plc as a capital contribution and presented as an increase in the company's investment in that subsidiary.
The fair value of the warrants and options was determined based on the Black-Scholes option pricing model taking into account the following assumptions:
Fair value of shares of Parent entity | 0.25pence per share |
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Volatility of shares | 20% |
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Further explanations of the key assumptions above are as follows:
Share price: As Superdielectrics Group Plc shares are not publicly traded as of 31 March 2024, the Company must estimate the fair value of the shares. The fair value of the shares has been determined by using the value of the most recent round of Ordinary shares issued.
Volatility: Since there is no trading history for the company’s shares as of 31 March 2024, the expected price volatility for the shares was estimated using a standard deviation technique based on movements in share price in addition to considering volatility of Companies within the AIM listing.
The average monthly number of persons (including directors) employed by the company during the year was:
The charge for the year can be reconciled to the loss per the income statement as follows:
Corporation tax rates in the UK have changed from 01 April 2023, the main rate of corporation tax increased to 25% (from 19%). The main rate will apply to companies with taxable profits in excess of £250,000. For companies with taxable profits below £50,000 the corporation tax rate will continue to be 19%, with marginal rate relief applying for companies with profits between £50,000 and £250,000.
Estimates tax losses of £9,226 (2023: £300) are available for relief against future profits. No deferred tax asset has been provided for in the accounts based on the estimated tax losses.
The increases in value at each reporting period is in relation to capital contributions. The capital contributions relates to group share option plans whereby share options were granted to employees of Superdielectrics Limited with the services being rendered within this company. There is no share based payment charge within the accounts of Superdielectrics Group Plc as there are no services being rendered to the company. As a result the charge has been recorded as an increase in the investment in the subsidiary with the corresponding side as a capital contribution within equity.
Details of the company's subsidiaries at 31 March 2024 are as follows:
All of the above subsidiaries have the following registered office: The Mansion, Chesterford Park, Little Chesterford, Saffron Walden, England CB10 1XL.
Amounts owed by the subsidiary is comprised of an intercompany loan of £1,800,300 (2023: £1,633,000 & 2022: nil). It is repayable on demand and no interest is accrued on this balance.
The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.
Amounts owed by Superdielectrics Group Plc is comprised of an intercompany loan account of £1,000. It is repayable on demand with no interest accrued on the balance.
The following table details the remaining contractual maturity for the company's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the company may be required to pay.
Volatility was calculated based on the share price volatility over a similar period preceding the grant date in addition to considering volatility within listed companies.
Upon the group reconstruction in 2021, the share options within Superdielectrics Ltd were terminated and replaced within Superdielectrics Group Plc.
All of the terms as per the original share option scheme within Superdielectrics Ltd remained the same, with the date of grant being the date of the original issue within the subsidiary scheme. The options have therefore been deemed to be a 'transfer' of options. As a result of the transfer there has been no added benefit to the employees and subsequently no uplift on the original fair value calculated at the grant date.
With the exception of the Directors, the Company do not have any employees of their own, the options are in relation to the employees of it's subsidiary Superdielectrics Ltd. Superdielectrics Ltd receive the services and therefore the expense is incurred by the subsidiary. Any further vesting of the options will be recognised as an increase in investment in the subsidiary and a corresponding capital contribution with equity.
The brought forward share options have been granted at various points being November 2020, December 2020, Auguts 2021 and varying dates through 2022 & 2023. Vesting conditions vary amongst the options with the November 2020 options vesting immediately, the remainder are dependent on service length by the employees.
The outstanding options at the year end were granted at various dates. This being:-
- 888,880 options were granted in November 2020 which vested immediately.
- 1,999,960 options were granted in July 2021, the vesting period is based upon a service condition with the options vesting over 3 years from the date of grant.
- 1,224,000 options were granted in August 2021, the vesting period is based upon a service condition with the options vesting over 6 years from the date of grant in 3 equal tranches. The first tranche being upon the 4th year of service from the date of grant and the remaining tranches on each subsequent year.
- 1,836,000 options were granted throughout the 2023 financial year end, the vesting periods are based upon service conditions with the options vesting over 6 years from the date of grant in 3 equal tranches. The first tranche being upon the 4th year of service from the date of grant and the remaining tranches on each subsequent year.
- 4,000,000 options were granted in June 2022, which vested immediately.
- 200,000 options were granted to a company, defined as an employee under IFRS, these options vest from July 2025 over 3 years.
- 2,836,000 options were granted throughout the 2024 financial year end, the vesting periods are based upon service conditions with the options vesting over 4 years from the date of grant in 3 equal tranches. The first tranche being upon the 2nd year of service from the date of grant and the remaining tranches on each subsequent year.
All share options issued have a life of 10 years.
The Company was incorporated on 20 September, issuing 1 ordinary share of £0.00001 for £4.50 for cash. The premium on issue was transferred to the share premium account. On 29 October 2021, the Company undertook a share for share exchange acquiring the entire issued share capital of Superdielectrics Limited. This resulted in the issue of 60,255,505 ordinary shares with a nominal value of £0.00001 each. The fair value of each share was calculated at £4.50 based on the most recent share issue of Superdielectrics Limited. This resulted in the Company's nominal share capital increasing by £603 and the Company's merger reserve increasing by £271,149,170. The combination has been accounted for as a merger.
Following the share for share exchange on 1 November 2021, the Company made a bonus issue from the merger reserve creating a further 120,450,756,494 ordinary shares of £0.00001 each bringing the total number of shares issued to 120,511,012,000 ordinary shares of £0.00001 each. The Company's nominal share capital increased by £1,204,507 and the merger reserve was reduced by an equivalent amount. Following the bonus issue, the Company's share capital stood at £1,205,111.
Following the bonus issue on 1 November 2021, the Company consolidated its share capital on a 1 for 100 basis resulting in 1,205,110,120 ordinary shares of £0.001 each.
In the prior year to 31st March 2023 6,532,000 ordinary shares were allotted with a nominal value of £0.001 per share. Total consideration received was 0.25 per share resulting in £1,633,000 for the year end. This was received within Superdielectrics Limited and is still currently included in the trade receivable at the year end.
During the year ended 31st March 2024, 602,000 ordinary shares were allotted with a nominal value of £0.001 per share. Total consideration received was 0.25 per share resulting in £150,000 for the year end. This was received within Superdielectrics Limited and is still currently included in the trade receivables at the year end.
The share premium account represents the premium received by the company on share capital, net of issuance expenses.
As per Note 15, the share premium account includes the fair value of warrants which were granted alongside the issuance of ordinary shares.
The Company has only incurred bank charges and audit fees in the year ended 31 March 2024. All other expenses are borne by the Company's subsidiary undertaking Superdielectrics Limited.
The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.
The following amounts were outstanding at the reporting end date:
The following amounts were outstanding at the reporting end date:
Amounts owed by the subsidiary is comprised of an intercompany loan of £1,800,300 (2023: £1,633,000). It is repayable on demand and no interest is accrued on this balance.
Amounts owed to the subsidiary is comprised of an intercompany loan of £1,000 (2023: £1,000). The loan accounts is to cover bank charges on the company's bank account is repayable on demand. No interest is accrued on this balance.