The directors present the strategic report for the year ended 31 December 2024.

Intelligent Growth Solutions Limited (IGS) operates within the vertical farming technology sector, delivering sustainable and innovative agricultural solutions across various regions. The group's primary activities include the design, construction, and support of vertical farms, leveraging advanced technologies and science to optimise crop yields and resource efficiency. The group’s main product is a Growth Tower, which is available in several sizes and configurations to meet customer’s design requirements, crop range, and scale-needs.

Group Accounts:

These financial statements of Intelligent Growth Solutions Limited include consolidated accounts of its subsidiary undertakings being Intelligent Growth Solutions Inc. registered in the USA and Intelligent Growth Solutions Pte. Ltd. registered in Singapore.

2. Risks and Uncertainties

Principal Risks:

The group faces several principal risks and uncertainties, which are actively managed to mitigate their impact:

Liquidity Risk: The group is experiencing the growth phase of its evolution and as such, faces liquidity risk arising from the time required to convert opportunities to signed contracts and subsequently, potential delays between signing and commencement of contracts due to the complex nature of the contracts. The Board approves and closely monitors performance against an annual budget and up-to-date cash flow forecasts, enabling it to monitor and closely manage liquidity risk.

Strategic review of liquidity risk also recognises the balance between over-capitalising, at a high cost of capital, with the need for future anticipated capital requirements. As such the Board monitors the group’s cash position and plans for fundraising activity accordingly.

Market Risk: The group is exposed to direct and indirect market risk across the business. The market the group operates in is emerging, and as such there is increased volatility and less clarity in its shape than more established and mature consumer and business markets. This in turn increases the level of uncertainty when making forecasts of market demand.

The group is also exposed to wider secondary market risks which impact customers such as wholesale and retail food prices, food costs, the availability of capital, and price of electricity which can all impact on demand for the group’s product. The group assesses customer market and operational risk exposure when evaluating sales opportunities.

Operational Risk: Challenges in supply chain, production processes, and logistics can impact project delivery. The group maintains robust supplier relationships and contingency plans to address these risks. Deployment of the product takes place on customer sites and is dependent on customer readiness with respect to the buildings Growth Towers are deployed in, utilities and services, and access to the customer site. The group manages these risks via contracting terms which allow for remedies in the event of customer delays impacting on build timelines.

Financial Risk: The group deploys its product in overseas territories, has a global supply chain and has operations overseas. As such, the group has some exposure to currency fluctuations from contracts denominated in foreign currency, as well as operational costs and supply chain. The group matches these cashflows where possible and any residual risk will either be accepted or hedged based on the size of the exposure and overall risk.

The group is also potentially exposed to international import tariff fluctuations, however, seeks to minimise the impact of these, both contractually and by having operations within the territories which can be expanded appropriately.

Interest rate changes can impact profitability. Other than fixed rate convertible loan notes, the group has no cash interest bearing debt and as such direct interest rate exposure is limited to interest earned on deposit balances.

3. Business Review

During the financial year, the group successfully delivered operational farms in North America and the UK. In addition, the group signed supply agreements for its first “GigaFarm” projects in the UAE and North America, positioning the group for significant growth in the coming years. A “GigaFarm” is defined as a project which has the capability to grow over 1 billion plants in a year – these are projects which are an order of magnitude larger than existing projects the group has deployed to date.

Due to a softening of demand for smaller scale farms, revenue decreased compared to the previous year from £12.1m to £5.8m. As a result of improved pricing, supply chain and deployment efficiencies, overall gross margin improved to 21% as compared to 2% in the prior period. Due to the decline in demand for smaller scale farms during 2024, and in anticipation of rolling out GigaFarms from 2025, the group undertook a right-shaping exercise during Q2 of 2024, which resulted in a reduction of administrative expenses by 42% from £26.4m to £15.4m leading to a reduced operating loss for the year of £14.5m compared to previous year of £28.3m. The group continues to invest in its product both in terms of direct engineering of the product as well as crop science and data science for measuring and improving its performance.

Year-End Position:

At the end of the financial year, the group had a cash at bank balance of £1,961k (2023: £474k). Following the reporting date, in February 2025, the group approved the raising of a further £15,000k from the issue of new Convertible Loan Notes, of which £12,322k had been received by July 2025, to bridge the liquidity gap arising from delays in contract commencement.

Strategic initiatives focused on innovation and customer satisfaction continue to drive business success with the group delivering research both through operational cashflow and grant funding.

Going Concern:

The directors have confidence, at the time of filing, in the group continuing to operate as a going concern. During 2024, the group signed and announced significant customer supply contracts and continues to benefit from the financial support of its institutional and other shareholders.

Notwithstanding the above, the directors refer to Note 1.3 of the Notes to the Accounts regarding matters considered in the going concern assessment.

4. Key Performance Indicators

Key Performance Indicators

The group employs several Key Performance Indicators (KPIs) to enable it to monitor the performance of the business and the product versus the business plan. The group uses a balanced scorecard approach of financial and non-financial metrics based upon those which most influence business outcomes and over which the group has the most control. The group does not disclose this data publicly owing to the risk it will prejudice the group and expose data to competitors.

4. Key Performance Indicators (continued)

Financial and current performance

The business focuses on the following KPIs when reviewing its actual performance and variances to budget. These are key in understanding the growth path and trajectory of the business, alongside the level of market traction. Since vertical farming is a developing industry, this data is currently the best available indicator of market penetration.

Revenue and gross margin per project/tower: this gives a view of the profitability of individual projects and their contribution. The directors are pleased to report improvements in revenue and gross margin per tower compared to the prior year.

Bill of Materials: this is the overall cost of sales for a given Growth Tower and is monitored to understand the levels of cost inflation and economies of scale that the group has in its product offering. Value engineering initiatives and improved deployment efficiencies have improved the overall Growth Tower cost of sales compared to the prior year.

Number of towers deployed: this is directly linked to revenues and demonstrates the commercial traction of the product. This is monitored and forecast on a by region basis. As previously noted, softening demand for smaller scale farms resulted in less farms being deployed compared to the prior year.

Qualifying research investment: this is continuously monitored for potential R&D tax credits and for understanding the amount of operating expenditure which is invested in improving the group’s intellectual property. As per note 10, £4,000k (2023: £1,866k) of development costs were capitalised in the year.

Cash runway: the number of months of cash the group has on hand to fund ongoing operations before needing to raise further funds. Note 1.3 in relation to going concern onsiders the matters relevant to cash runway.

Product monitoring:

The group also monitors several KPIs to do with the operation, efficiency, and quality of the product. This ensures that the product aligns to customer demands and expectations and feeds into the product management lifecycle, with the performance of the product directly influencing marketing efforts, and the voice of the customer feeding back into product development. A few of the key product performance KPIs are outlined below:

Number of crop recipes: these are monitored both for quantity and quality to ensure the crop portfolio performs to a high enough standard to be commercially viable. Quality is monitored primarily by the following two metrics, albeit unstructured data also plays a part in crop quality e.g. taste, smell, appearance, nutrition.

Yield in kg per m2 per year: this captures the productivity of specific crop recipes to understand capital efficiency of the product. In some instances (e.g. starter plugs) number of units / m2 may be more appropriate.

Efficiency in kWh per kg: this captures the operating efficiency of the product with the cost of electricity typically being the highest operating cost for a customer.

5. Financial Instruments

Financial Risk Management Objectives:

The group's primary financial risk management objective is to minimise potential adverse effects on its financial performance. The group enters forward exchange contracts with respect to large cashflows over which the group has certainty of amount and timing to manage foreign exchange risk. There were no outstanding derivative contracts as at the reporting date.

6. Other Matters

Strategic Importance:

Innovation: Continuous investment in R&D to develop cutting-edge vertical farming technologies.

Customer Relationships: Strengthening relationships through enhanced service delivery and customer support.

Sustainability: Commitment to sustainable farming practices and reducing environmental impact. As evidence of this, the group achieved B Corp certification which demonstrates the group’s high social and environmental performance.

ISO accreditation: During the year, the group achieved accreditation of its Quality Management System (ISO9001) and Environmental Management System (ISO14001).

On behalf of the board

The directors present their annual report and audited consolidated financial statements for the year ended 31 December 2024.

The principal activity of the group is the research and development, productisation and supply of systems and services using science and technology, for industrial applications, principally in sustainable Controlled Environment Agriculture.

Accounting Reference Date

The company has an accounting reference date of 30 December. The company has taken advantage of the allowance in s390 of the Companies Act 2006 to draw up annual financial statements to a date within 7 days of its accounting reference date. Accordingly, the annual report and financial statements is prepared for the period ending 31 December 2024.

The results for the year are set out on page 12.

No ordinary dividends were paid (2023: nil). The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The group has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the reporting date.

In January 2025, the company issued 600 Ordinary shares at 0.1p each for a total consideration of £1. In February 2025, the group approved the raising of £15,000k from the issue of Convertible Loan Notes of which £8,500k was received at first close in February 2025 and a further £3,822k was received at second close in July 2025. In February 2025, the company granted a Bond and Floating charge over the company’s assets in favour of S2G Builders Food & Agriculture Fund III LP, as Security Trustee for investors issued with Convertible Loan Notes at first close in February 2025.

The group continuously reviews the product and geographic coverage of the business. The group views its main Growth Tower product as stable and ready for market. Iterative updates have been made since the prior period. These will continue to improve product performance and resilience. The group is focussed on its most promising markets with hybrid growing in North America and “GigaFarm” opportunities across territories, in particular, in the Middle East and Northern Europe. This is where the group’s primary effort and resource will be spent in terms of product market fit, product development, and sales & marketing. Servicing deployments and customers in the Middle East region may require the group to scale operations in the region with some presence in-country, particularly given the potential size of the opportunities available there.

The group will continue to serve existing customers in current deployments and is positioned for inbound sales in other territories and verticals.

Our commitment to innovation and advancement continues to drive our group's growth and position us as a leader in the industry, with specific focus in the following areas:

• The scientific and technological advances necessary to develop an appreciably improved, fully automated vertical farming growth tower system.

• Designing and undertaking an extensive and systematic crop trial study programme, across 150 crops.

• Design and development of an appreciably improved GTL (Growth Tray with Lights) technology for vertical farming.

Johnston Carmichael LLP were appointed as auditor subsequent to the reporting date and in accordance with section 485 of the Companies Act 2006, a resolution for the appointment of independent auditors will be put to the members.

The group has chosen, in accordance with section 414C(11) Companies Act 2006, to set out in the group’s strategic report information required by Schedule 7 of the Large and Medium-sized companies and groups (Accounts and Reports) Regulations 2008 to be contained in the directors’ report. It has done so in respect of principal risks and uncertainties, financial risk management, financial key performance indicators and research and development.

Statement of directors’ responsibilities in respect of the financial statements

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation. 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the group and the company financial statements in accordance with UK-adopted International accounting standards. 

Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group for that period. In preparing the financial statements, the directors are required to: 

• select suitable accounting policies and then apply them consistently; 

• state whether applicable UK-adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; 

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

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

The directors are responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 

The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. 

Directors’ confirmations 

In the case of each director in office at the date the directors’ report is approved: 

• so far as the director is aware, there is no relevant audit information of which the group’s and company’s auditors are unaware; and 

• they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the group’s and company’s auditors are aware of that information.

We have audited the financial statements of Intelligent Growth Solutions Limited (‘the parent company’) and its subsidiaries (‘the group’) for the year ended 31 December 2024, which comprise the Group statement of comprehensive income, Group statement of financial position, Company statement of financial position, Group statement of changes in equity, Company statement of changes in equity, Group statement of cash flows, Company 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.

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 2024 and of the group’s loss for the year then ended;

• Have been properly prepared in accordance with UK-adopted international accounting standards; 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 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 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.

Material uncertainty related to going concern

We draw attention to Note 1.3 in the financial statements, which explains that the group’s ability to continue as a going concern is dependent on the successful commencement of significant customer supply contracts and the securing of additional funding. As disclosed, some of these contracts are contingent on customer funding and there is no guarantee they will commence within anticipated timescales. In addition, further fundraising is required, and cash reserves are forecasted to be exhausted before the end of 2025. These conditions indicate that a material uncertainty exists that may cast significant doubt on the group’s and the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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. 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 and Financial Statements other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report and Financial Statements. 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 the audit:

• The information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• The Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.

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

• Adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• The parent company financial statements are not in agreement with the accounting records and returns; or

• Certain disclosures of Directors’ remuneration specified by law are not made; or

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

As explained more fully in the Directors’ responsibilities statement set out on page 7, 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 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 parent 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.

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

Extent to which the audit was considered capable of detecting irregularities, including fraud

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.

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and the sector in which they operate, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

• Companies Act 2006;

• UK tax legislation; and

• UK-adopted international accounting standards.

We gained an understanding of how the group and the parent company are complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the group’s and parent company’s financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

• Management override of controls; and

• Revenue recognition.

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

• Performing audit procedures over the risk of 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 assessing judgements made by management in their calculation of accounting estimates for potential management bias;

• Performing audit procedures over the risk related to revenue recognition through testing of underlying contracts to sales recorded in the period, ensuring alignment with with the required accounting standards and with appropriate cut off applied;

• Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;

• Reviewing the level of and reasoning behind the group’s and parent company’s procurement of legal and professional services;

• Completion of appropriate checklists and use of our experience to assess the group’s and parent company’s compliance with the Companies Act 2006; and

• Agreement of the financial statement disclosures to supporting documentation.

Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

As permitted by s408 Companies Act 2006, the truecompany has not presented its own income statement and related notes. The company’s loss and total comprehensive expense for the year was £13,286k (2023: £26,293k loss).

Intelligent Growth Solutions Limited is a private company limited by shares incorporated and domiciled in the United Kingdom. The registered office is Kinburn Castle, Doubledykes Road, St Andrews, Fife, KY16 9DR. The company's principal activities and nature of its operations are disclosed in the directors' report.

The group consists of Intelligent Growth Solutions Limited and all of its subsidiaries.

The financial statements have been prepared in accordance with UK-adopted International Accounting Standards (IFRS) and the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.

The financial statements are prepared in sterling, which is the functional currency of the group and the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention. The material accounting policies adopted are set out below. These policies have been applied consistently to all the years presented, unless otherwise stated.

New standards not yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2024 reporting period and have not been early adopted by the group. These standards are not expected to have a material impact on the group in the current or future reporting periods or on foreseeable future transactions.

The consolidated group financial statements consist of the financial statements of the parent company together with all entities controlled by the parent company (its subsidiaries, as detailed in note 13).

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

The financial statements have been prepared on a going concern basis.true

In considering whether it is appropriate to prepare the financial statement upon a basis of going concern, the directors have considered the group’s cash flow forecast to the end of 2026, therefore including the period of 12 months from the date of approval of the financial statements.

The directors have considered the principal risks to these cash flow projections in a sensitivity analysis, the most severe but plausible of which relates to delays to the securing and commencement of customer contracts and/or the inability to raise funding to bridge any liquidity gap to the group generating positive cash flows from operations.

At the date of approval of these financial statements, the group is pursuing the commencement of significant customer supply contracts which were signed in December 2024. The directors consider that these contracts have a high probability of contributing to revenue and profitability during the going concern assessment period. However, due to some of the contracts being contingent on customer funding, there is no guarantee that they will commence within the anticipated timescales.

The group prepares an annual budget and periodic cash flow forecasts. This enables the Board to monitor cash requirements and plan for fundraising activity accordingly. As disclosed in note 25, the group approved the raising of £15,000k in February 2025 through the issue of additional Convertible Loan Notes, of which £12,322k had been received by July 2025. At the date of approval of the financial statements, the group is in active discussions in pursuit of a further fund raise via this instrument and others.

At the time of signing the directors have a reasonable expectation that the group and company has sufficient cash reserves to allow time to commence key customer contracts and to secure additional funding. IGS continues to be in a fundraising stage and requires further investment as cash reserves are forecasted to be exhausted before the end of 2025. As a result, the directors consider that these matters give rise to a material uncertainty which may cast doubt about the group and company’s ability to continue as a going concern.

The directors continue to adopt the going concern basis of accounting in the financial statements, which do not include the adjustments that would result if the group or the company were unable to continue as a going concern.

Revenue is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Revenue is measured based on the consideration specified in a contract with a customer. The consideration represents the transaction price which is typically fixed and does not contain variable components. Transaction price is allocated between multiple performance obligations based on the prices indicated in a customer contract which represent stand-alone selling prices.

Revenue consists of the design and installation of growth towers, the maintenance of growth towers and other consulting services.

Revenue from the design and installation of growth towers are considered interdependent and are recognised as a single performance obligation and recognised over time. Revenue is calculated using the input method based on the group's efforts to the satisfaction of a performance obligation. The group calculates costs incurred on a contract and excludes cost of the materials not delivered to the customer's site. Revenue on uninstalled materials is recognised upon delivery to the customer's site at an amount equal to cost.

Revenue from the maintenance of growth towers, licence fees and other professional services is recognised over the period of service or licence and measured using a time based method.

Contract assets represent consideration receivable from clients for goods or services transferred. Contract liabilities represent consideration received from clients in advance of work done. The group has applied practical expedients to recognise incremental costs of obtaining a contract as an expense and to not adjust the promised amount of consideration for the effects of a significant financing component if the entity expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

An intangible asset, which is an identifiable non-monetary asset without physical substance, is recognised to the extent that it is probable that the expected future economic benefits attributable to the asset will flow to the group and that its cost can be measured reliably. The asset is deemed to be identifiable when it is separable or when it arises from contractual or other legal rights.

Development costs are capitalised as an intangible asset only if the following conditions are met:

1) an asset is created that can be identified;

2) it is probable that the asset created will generate future economic benefits;

3) it is technically and commercially feasible;

4) sufficient resources are available to complete the development;

5) the directly attributable development costs of an asset can be measured reliably;

6) there is an intention and ability to complete an asset and use or sell it.

Where the criteria are not met, costs are recognised as an expense in the statement of comprehensive income in the period in which it is incurred.

Amortisation of intangible assets is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following basis:

Development costs            3 years straight line basis

Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the statement of comprehensive income.

Investments are stated at cost, less provision for any diminution in value.

At each reporting end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Costs incurred in bringing each product to its present location and condition are accounted for, as follows:

• Raw materials: purchase cost on a weighted average basis.

• Work in progress: cost of direct materials and, where applicable, direct labour costs and relevant production overheads. Work in progress includes cost of goods in transit.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks. 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.

Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

An impairment loss is recognised for the expected credit losses on financial assets when there is an increased probability that the counterparty will be unable to settle an instrument's contractual cash flows on the contractual due dates, a reduction in the amounts expected to be recovered, or both.

The probability of default and expected amounts recoverable are assessed using reasonable and supportable past and forward-looking information that is available without undue cost or effort. The expected credit loss is a probability-weighted amount determined from a range of outcomes and takes into account the time value of money.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

Financial liabilities are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

Financial liabilities held at amortised cost

Financial liabilities, including trade payables, convertible loans that do not contain equity element 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.

Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.

The component parts of a financial instrument issued by the group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. An instrument with a conversion option that will be settled other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of the group's own equity instrument is a financial liability.

An embedded warrant is a component of a hybrid convertible loan that also includes a non-derivative host debt liability. Embedded warrants are initially bifurcated from the host debt liability at their fair value and are subsequently treated as financial liabilities measured at fair value through profit or loss. The host debt liability is subsequently measured at amortised cost.

Transaction costs that relate to the issue of the convertible loan notes with embedded warrants are allocated fully to the host debt liability.

When a modification of a convertible loan note occurs, modification is considered not substantial if the net present value of the cash flows under the modified terms is less than 10 per cent different from the net present value of the remaining cash flows of the liability prior to the modification, both discounted at the original effective interest rates. Where the modification is not substantial, the existing liability is recalculated as the present value of the revised future cash flows discounted at the original effective interest rate with an adjustment recognised in the profit or loss at the date of modification.

Equity instruments issued by the parent 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 payable at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met.

At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets (when the value of the underlying asset, if new, is £5,000 or less). The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

When the group acts as a lessor, leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees, over the major part of the economic life of the asset. All other leases are classified as operating leases. Where the group is a manufacturer of the leased assets, revenue and a corresponding lease receivable are recognised at the commencement date and are equal to the lower of the present value of the lease payments discounted using a market rate of interest or the fair value of the underlying assets. Finance income is recognised on lease receivable over the lease term. Lease repayments are deducted from lease receivable balance.

Grants received by the group typically require the group to submit documentation to evidence compliance with the grant terms. Where a grant has been claimed but there is residual uncertainty as to whether the granting body has accepted compliance with all elements of these terms, the grant income is deferred into subsequent periods until notice of approval of the payment has been received from the granting body.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the group’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.

In determining the lease term the directors assess whether they are reasonably certain to exercise, or not to exercise, options to extend or terminate a lease. This assessment is made at the start of the lease and is re-assessed if significant events or changes in circumstances occur that are within the lessee's control.

The directors applied a discount rate of 12% (2023: 10-12%) to all new leases, as it represented the group's incremental cost of borrowing at the date of inception of new lease contracts, the carrying amount of the lease liabilities is disclosed in note 19.

The group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments disclosed in note 22 would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

The group recognised a deferred tax asset of £100k (2023: £100k) in relation to unused tax losses of Intelligent Growth Solutions Inc. In relation to Intelligent Growth Solutions Limited standalone tax position, no deferred tax asset has been recognised due to the uncertainty of the probability that taxable profit will be available against which the deductible temporary difference can be utilised. As at 31 December 2024 the amount of unused tax losses carried forward was £70,352k (2023: £56,528k).

At each financial year end, the group assesses whether there is any indication that non-financial assets may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the group estimates the assets' recoverable amount. If the carrying amount is below recoverable amount, the group should recognise the impairment loss. As at 31 December 2024, no impairment of non-financial assets were recognised by the group.

During the year, the group recognised an impairment of £884k (2023: £3,148k) in relation to receivables for a particular customer with a dispute settlement agreement (2023: customer entering liquidation). Details on the impairment are disclosed in notes 15 and 16.

The liability component of the convertible loan notes is measured at amortised cost on the basis of the repayment of notes at redemption price equal to principal and interest at the expected repayment or conversion date.

In the prior year, the estimated fair value of the embedded warrants related to the issue of convertible loan notes at the point of recognition and at the year end was calculated by using a Black-Scholes model. Management determined the share price for the fair value calculation using the latest fund raise price. The expected life of the warrants was directly linked to expected redemption dates of the convertible loan note. Other assumptions used are disclosed in note 18.

Embedded derivative in relation to holder put option on occurrence of a realisation event was assessed by management as not material as at 31 December 2024.

When considering the cost of development to be capitalised, in relation to the development of growth towers and related technology for the ‘GigaFarm’ project, the directors have relied upon the technical expertise of the senior engineering and program management teams, in judging the time allocation of staff that is appropriate to be apportioned to growth tower development projects.

Capitalisation of development costs in relation to the ‘GigaFarm’ project was £4,000k (2023: £1,866k).

In the process of applying the group’s accounting policies, the directors has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:

Application of the going concern basis of accounting

The directors draw attention to note 1.3 which provides information on their assessment of the company's ability to continue as a going concern. In the absence of commencement of key customer contracts or additional funding, cash reserves are forecast to be exhausted by the end of 2025. The directors are required to prepare the financial statements on a basis of going concern unless it is inappropriate to presume that the group and company will continue in business. Based upon the plans and options available to them at the date of preparing these financial statements, the directors have formed a judgment that that is it appropriate to presume that the company will continue in business. They have therefore prepared the financial statements on a basis of going concern.

All revenue relates to revenue recognised over time. There are no break clauses therefore all revenue allocated to performance obligations that are unsatisfied or partly satisfied at the year end is expected to be recognised in the next financial year. This amount represents contract liabilities and is equal to the amounts in note 17. Contract assets relate to performance obligations partially satisfied but not yet invoiced.

Revenue recognised in the year that was included in the opening contract liability balance was £3,357k (2023: £3,123k).

Customers are required to transfer advance payments at a certain percentages of total fees indicated in the contracts upon order confirmation, submission of the designs and commencement of construction and installation of growth towers. This therefore creates contract liabilities to be recognised in the financial statements.

Government grants income of received relates to the funds received for innovation and research activities. The grants were used towards the group's working capital costs and ongoing business in line with the cash flows. There were no unfulfilled conditions of the grant at the end of the year.

Audit fees are payable to Johnston Carmichael LLP (2023: PricewaterhouseCoopers LLP).

The average monthly number of persons (including directors) employed by the group during the year was:

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2023: 1).

The credit for the year can be reconciled to the loss per the statement of comprehensive income as follows:

At the reporting date, the group had unused tax losses, net of fixed asset timing differences, of £63,954k (2023: £51,994k) available to offset against future profits. No deferred tax has been recognised due to no taxable income being foreseen.

Development costs relate to the development of growth towers and related technology. The amounts were capitalised from the date the criteria for capitalisation under IAS 38: Intangible Assets were satisfied to the date when the first growth tower was completed and accepted by the client. Previously capitalised assets were fully amortised at 31 December 2024. Amortisation of assets capitalised during the prior (see note 29) and current years in relation to 'GigaFarm' project has not commenced until the development is complete. No impairment was recognised during the current and prior years.

Right-of-use assets relate to the lease of land, office premises and industrial units.

Other investments relate to a membership in a farming association that provides access to preferential rates on certain equipment.

Details of the company's principal operating subsidiaries are included in note 13.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Principal activity of both subsidiaries is the research and development, productisation and supply of systems and services using science and technology, for industrial applications, principally in sustainable Controlled Environment Agriculture.

Raw materials are presented net of £205k (2023: £101k) provision for slow moving and obsolete inventory.

During the prior year, the group recognised an impairment of £2,312k in relation to the remaining lease receivable due to the customer entering liquidation.

All trade receivables recognised in the year are generated from contracts with customers. Standard credit terms for trade receivables are 30 days from invoice date, although certain credit terms are contract-specific. The directors consider that the carrying amount of trade and other receivables approximates to their fair value. A loss allowance of £884k (2023: £699k) has been recognised on trade receivables due to a customer with a dispute settlement agreement (2023: customer entering liquidation). The nature of the majority of the group's revenues is such that they either receive payment in advance of the provision of service and / or are able to cease the provision of services in the event that agreed credit terms are not adhered to (which would be defined as a circumstance of default). This means the standard credit risk exposure of the group is low. As a result of no further loss allowance arising, the directors have concluded that no further disclosures of credit risk exposure under IFRS 7: Financial Instruments are required.

Contract assets relate to growth towers installed but not invoiced due to a final site testing pending. During the year, the group recognised an impairment of £nil (2023: £136k) in relation to the contract assets balance due to a customer entering liquidation.

During the year, the company recognised an impairment of amounts owed from its subsidiary, Intelligent Growth Solutions Pte. Ltd, of £64k (2023: £325k). Amounts owed by subsidiary undertakings are unsecured, interest free and repayable on demand. At the year end, the company reclassified remaining amounts owed by its subsidiaries as non-current based on expectation of repayment.

The directors consider that the carrying amount of trade and other payables approximates to their fair value.

Contract liabilities arise on the contracts for the design and installation of growth towers in advance of work being completed, where the expected term of the contract crosses the year end. All contract liabilities will be fulfilled within twelve months of the balance sheet date. The movement in contract liabilities reflects the stage of execution of the contracts at the reporting date.

Included within accruals is £176k (2023: £119k) relating to pension commitments at the year end.

2023 convertible loan notes

In the prior year, the net proceeds received from the issue of the convertible loan notes have been split between the financial liability element and embedded warrants as follows:

The liability component was measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the statement of financial position represents the effective interest rate less interest paid to that date.

Fair value of embedded warrants was calculated as £nil (2023: £31k) at the year end.

During the year, the maturity date of the convertible loan notes was extended to 31 March 2026. The modification was not considered to be substantial. At the modification date, the carrying amount of the loan notes was recalculated as the net present value of the revised future cash flows discounted at the original effective interest rates. The adjusting gain of £184k (2023: £nil) was recognised within administrative expenses.

2024 convertible loan notes

The net proceeds received from the issue of new convertible loan notes was allocated fully to a financial liability measured at amortised cost, as there were no embedded warrants attached to these notes.

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

The group capitalised expenses in relation to the following leases:

• Lease of office premises for a term of 5 years ending 31 January 2028 which will automatically extend for 1 month;

• Lease of land for a term of 10 years ending 31 May 2026 with an option to extend for 5 years;

• Leases of industrial units for a term of 10 years and 9 years ending 22 October 2031 with an option to terminate on 22 October 2026.

An incremental borrowing rate of 12% (2023: 10-12%) was used to calculate the present value of lease liabilities.

The total cash outflow for leases during the year was £440k (2023: £563k). The group incurred expenses of £215k (2023: £148k) in relation to short-term leases. At the year end the commitments in relation to short-term leases were £54k (2023: £29k).

The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior years.

The group’s operations expose it to a number of financial risks including market risk (foreign currency risk and interest rate risk), credit risk and liquidity risk. The group manages these risks through an effective risk management programme which is coordinated by the Board of Directors.

Liquidity risk

The group closely monitors its access to bank and other credit facilities in comparison to its outstanding commitments on a regular basis to ensure that it has sufficient funds to meet the obligations as they fall due.

The Board receives regular debt management forecasts which estimate the cash inflows and outflows for the next twelve months, so that management can ensure that sufficient funding is in place as it is required.

Interest rate profile

The group has no interest bearing financial assets other than cash deposits of £1,903k (2023: £457k) invested at an approximate rate of 4.39% (2023: 1.23%). The group funds are invested in deposit accounts with the objective of maintaining a balance between accessibility of funds and competitive rates of return.

During the year the group utilised convertible loan notes to finance its development. Interest at the rate of 12% is charged on those loans. Movement in group's borrowings is disclosed in note 18.

Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss for the group. Credit risk predominantly arises from trade receivables and cash and cash equivalents.

The group assesses the credit quality of each customer before accepting any terms of trade. Internal procedures are performed taking into account their financial position as well as their reputation within the industry and external credit ratings are obtained. The group operates a robust credit control system.

Impairment of financial assets in assessed in line with group policies described in notes 1 and 16. During the year an impairment of £884k (2023: £3,147k) was recognised by the group on credit-impaired assets in relation to finance lease receivables £nil (2023: £2,312k), contract assets £nil (2023: £136k) and trade receivables £884k (2023: £699k).

Cash and cash equivalents are held with large and stable financial institutions.

The group's maximum exposure to credit risk relating to its financial assets and financial liabilities is equal to their carrying value.

Foreign currency risk

The group operates in a number of markets across the world and is exposed to foreign currency exchange risk arising from various currency exposures, in particular with respect to the US dollar and the Euro. The group is exposed to foreign currency risk arising from commercial transactions and recognised assets and liabilities which are denominated in a currency other than the group’s functional currency. The Board monitors the exposure to foreign currency risk and at the year end date considered the risk to be £nil (2023: £555k) which relates to outstanding trade payables less outstanding trade receivables denominated in foreign currency. The group maintains bank accounts in foreign currency to mitigate this risk with the balance of £51k (2023: £16k) at the year end. As a result of a partial natural hedge between the different currencies, the group is reasonably protected against currency fluctuations.

Maturity of financial assets and financial liabilities

The maturity profile of the group's financial liabilities as at 31 December 2024 and 31 December 2023 can be determined from notes 17 and 19.

The main financial assets are cash, accounts receivable and contract assets. Cash is held mainly in current accounts and short-term deposits. The group would normally expect that sufficient cash is generated in the operating cycle to meet cash flows through effective cash management.

The group operates equity-settled share option schemes. Options vest only if the employee remains in employment with the group at the vesting date. The options lapse at the end of the day before the tenth anniversary of the grant date. There are several types of vesting conditions:

a) 40% of options vest on the first anniversary of the grant date, 20% of options vest on the second anniversary of the grant date, 20% of options vest on the third anniversary of the grant date, 20% of options vest on the exit event;

b) 30% of options vest on the first anniversary of the grant date, 15% of options vest on the second anniversary of the grant date, 15% of options vest on the third anniversary of the grant date, 40% of options vest on the exit event;

c) 33% of options vest on the first anniversary of the grant date, 33% of options vest on the second anniversary of the grant date, 33% of options vest on the third anniversary of the grant date;

d) 100% of options vest on the grant date;

e) 100% of options vest on the exit date;

f) 33% of options vest subject to three thresholds being the deployment of a specific number of growth towers.

Options become exercisable upon vesting. Unvested options held by individuals who cease employment forfeit unless determined by the Board.

The weighted average share price at the date of exercise for share options exercised during the year was £0.001.

The options outstanding at 31 December 2024 had an exercise price ranging from £0.001 to £4 (2023: from £4 to £15), and a remaining contractual life of 8.59 years (2023: 6.96 years). The weighted average fair value of each option granted during the year was £nil (2023: £2.39).

During the year, options outstanding from the previous periods for employees still employed by the group were repriced to £0.001 exercise price. The incremental fair value of the modification was assessed to be £nil. The charge continues to be recognised using historic fair values subject to vesting conditions.

During the year, the group recognised total share-based payment expense credit of £1,122k (2023: expense of £3,041k). Service conditions are taken into account by adjusting the number of options expected to vest at each reporting date.

Ordinary shares carry the right to vote and are entitled pari passu to dividend payments or any other distributions, including on winding up of the company.

Ordinary A, Ordinary B and Ordinary C shares carry the right to vote and contain preferential dividend rights, including on winding up of the company.

During the year, the company incurred £200k (2023: £49k) of share issue costs.

Share premium account

Consideration received for shares issued above their nominal value net of transaction costs.

Accumulated losses

Cumulative profit and loss net of distributions to owners, including the cumulative share-based payment expense.

The group’s capital management objectives are:

• to ensure the group’s ability to continue as a going concern; and

• to provide an adequate return to shareholders by pricing products and services in a way that reflects the level of risk involved in providing these goods and services.

Management assesses the group’s capital requirements in order to maintain an efficient overall financing structure appropriate to the stage of the business and in accordance with its business plan. In order to maintain or adjust the capital structure, the group may issue new shares to fund its ongoing research and development activities and business growth.

The group is funded principally by equity although convertible loans have been utilised during the review period of these financial statements. At the end of the financial year, convertible loans of £12,722k were outstanding (2023: £6,829k), The capital structure consists of equity, comprising issued share capital with different classes of shares and a share premium account. During the year, the value of equity has increased from £63,779k to £86,080k due to new shares issued.

The group is not subject to externally imposed capital requirements.

In January 2025, the company issued 600 Ordinary shares at 0.1p each for a total consideration of £1. In February 2025, the group approved the raising of £15,000k from the issue of Convertible Loan Notes of which £8,500k was received at first close in February 2025 and a further £3,822k was received at second close in July 2025. In February 2025, the company granted a Bond and Floating charge over the company’s assets in favour of S2G Builders Food & Agriculture Fund III LP, as Security Trustee for investors issued with Convertible Loan Notes at first close in February 2025.

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.

During the year, management identified historic costs in relation to development of a 'GigaFarm' project that met capitalisation criteria in the prior year. As a result, total costs to be capitalised of £1,866k were restated as an intangible asset addition in the statement of financial position and a corresponding reduction in relevant costs was recognised in the statement of comprehensive income, including reduction in cost of inventories recognised as an expense of £25k and reduction in wages and salaries costs of £1,841k.