Annual report and consolidated financial statements for the year ended 31 December 2024 FRIDAY **80**/ 13/06/2025 COMPANIES HOUSE ### **Company information** **Directors** A Abrey R Cridland D McAllan S Smith L Van der Broek Secretary A Abrey **Company number** 03071324 **Registered office** 67c Innovation Drive Milton Park Abingdon Oxfordshire England OX14 4RQ Independent auditor PKF Littlejohn LLP 15 Westferry Circus London E14 4HD ## Contents | | Page | |------------------------------------------------------------------|----------| | 2024 Highlights | 1 | | At a Glance | B | | Investment Case | Ш | | Our Products | IV | | Our Markets | X | | Our Business Model | XII | | Our Strategy | XIV | | Chairman's Statement | 1 | | Chief Executive Officer's Review | 2-8 | | Strategic Report | 9 – 18 | | Corporate governance statement | 19 – 36 | | Remuneration Report | 37 – 42 | | Audit Committee Report | 43 – 46 | | Directors' Report | 47 – 51 | | Independent Auditor's Report to the members of Eden Research plc | 52 – 57 | | Consolidated statement of comprehensive income | 58 | | Consolidated statement of financial position | 59 – 60 | | Company statement of financial position | 61 – 62 | | Consolidated statement of changes in equity | 63 – 64 | | Company statement of changes in equity | 65 – 66 | | Consolidated statement of cash flows | 67 – 68 | | Company statement of cash flows | 69 – 70 | | Notes to the Group financial statements | 71 – 131 | EDEN RESEARCH PLC IS THE ONLY UK-QUOTED COMPANY FOCUSED ON SUSTAINABLE BIOPESTICIDES AND PLASTIC-FREE ENCAPSULATION TECHNOLOGY FOR USE IN GLOBAL CROP PROTECTION, ANIMAL HEALTH AND CONSUMER PRODUCTS INDUSTRIES. ### **2024 HIGHLIGHTS** - Total revenue for the year was up 34% to £4.3m (2023: £3.2m). - In particular, product sales, driven by Cedroz and Mevalone, increased by 38% to £3.6m (2023: £2.6m). - Operating loss for the period was £2.2m (2023: £1.9m loss), after non-cash amortisation of intangible assets and share-based payments totalling £0.6m (2023: £0.7m). - Loss before tax was £2.2m (2023: £6.9m) after non-cash impairment of intangible assets of £nil (2023: £5.0m), and statutory operating loss was £2.2m (2023: £1.9m). - Cash position at the year-end was £3.7m (2023: £7.4m). #### REVENUE f4.3m 2023: £3.2m **OPERATING LOSS** £2.2m 2023: £1.9m loss PRODUCT SALES £3.6m 2023: £2.6m - Authorisation for Mevalone® received in the key state of California. - Mevalone® authorised for use in new crops and fungal pathogens in Spain. - Authorisation for Mevalone® received in Germany and Czechia. - 140 insecticides field trials run by potential distribution partners so far in 2024, following significant interest in the evaluation of Eden's development insecticide. - Strengthening of the Commercial Team with the appointment of Humair Tariq as Global Commercial Lead and Daniel Mulas Garcia as Global Product and Marketing Lead. - Eden named ESG Company of the Year at the prestigious 2024 Small Cap Network Awards in recognition of its commitment to environmental, social and governance matters and contribution to the green economy. ### At a Glance ### Our vision To be the leader in sustainable bioactive products enabled or enhanced by our novel encapsulation and delivery technologies. - Eden is the only UK-quoted company focused on biopesticides for sustainable agriculture. We have two established products with multiple regulatory clearances and strategic partnerships, Mevalone® and Cedroz, which are commercially available. - Eden's focus is on protecting high-value crops, improving crop yields and marketability. - Our products are based upon natural chemistries and deliver performance, ease of use, and cost on par with conventional alternatives. Additionally, they have the benefit of being approved for use as organic inputs in multiple territories. - Eden has commercialised its first biofungicide product, Mevalone®, on three continents and its first bionematicide product, Cedroz, on two continents. - Eden is partnered with Eastman Chemical for the commercialisation of Cedroz in 29 countries. 24 (2023: 22) Countries have granted product authorisation 101 (2023: 100) Crop use approvals for Eden's biopesticides £19m (2023: £17m) Invested in IP and registration 130 (2023: 130) Granted and pending patents 14 (2023: 10) Pests and disease targets addressed with Eden's registered products ### **OUR GEOGRAPHIC AND REGULATORY FOOTPRINT** For our developed products, we have commercial partners in place across six continents and product registration activities in around 30 countries. We are well-positioned to leverage our commercial partnerships as and when regulatory clearance is granted by the relevant regulators around the world. #### WHERE WE ARE NOW Product sales have commenced in key markets where we have authorisation to market and sell our first product, Mevalone® and our second product, Cedroz. ### COMMERCIAL PARTNERSHIPS AND REGULATORY ACTIVITY - Our products are sold in the top 3 wine producing countries. - We have trials and registration work on-going in 6 continents. - Both Mevalone® and Cedroz are approved in Spain which produces 24% of the EU's fruit and vegetables. - Product authorisations have been granted in 24 countries. - We are expanding and developing our base of commercial clients and partners. ### Investment case #### COMMERCIAL DEVELOPMENT Eden is resourced to support accelerated new product development and growth. #### **TECHNOLOGY EXPLOITATION** Eden is poised to exploit its core technologies beyond biopesticides and crop protection. ### **FOCUS ON BIOLOGICAL SOLUTIONS** Eden is the only UK-quoted company with a focus on biopesticides for the crop protection market. #### REGULATORY DRIVERS FOR SUSTAINABLE SOLUTIONS Regulatory changes are creating significant growth opportunities for Eden's products and technologies. The EU Green Deal has a target of 25% organic agriculture and 50% reduction in chemical pesticides. #### INCREASED NUMBER OF COMMERCIAL PARTNERS Eden is expanding existing commercial relationships and is focused on the establishment of new partnerships. ### STRONG PATENT PORTFOLIO 130 granted and pending patents enable strong technological defensibility. ### REVENUE GROWTH Eden has the potential to generate significant additional revenue in the medium term as new authorisations are received and existing and new commercial partnerships are 'activated' following approvals. ### CORTEVA AGREEMENT This deal presents new product opportunities in the seed treatment market in a number of global territories. Overall, the seed treatment sector is estimated to be worth \$6.5 billion globally. ## **Our products** ### **INDUSTRY APPLICATIONS** We work globally through multi-national and local partnerships to develop and launch solutions for challenges facing three key industries. #### CROP PROTECTION Foliar disease & insect control Open field & greenhouses Soil pests Post-harvest shelf-life extension Seed treatments ### \$33bn\* #### CONSUMER PRODUCTS Head-lice treatment Deodorants Odour neutralisers Fragrances ## \$50+bn\* ### ANIMAL HEALTH Companion animal Bio-control Parasite treatments Insect sprays ## \$51bn\* Eden's products serve as sustainable alternatives to conventional chemicals without limitations such as residue limits, disease and pest resistance, pre-harvest intervals, long field re-entry periods, microplastics or increasing restrictions on use. # WE HAVE DEVELOPED A NATURAL, PLASTIC-FREE FORMULATION TECHNOLOGY - SUSTAINE® Sustaine microencapsulation technology is derived from yeast. Multiple active ingredients can be loaded into the core. When diluted in water, pores in the walls of the capsule open. Active ingredients are released while the pores remain open in the presence of water. If the capsules dry, the pores will close again, locking in the active ingredient until the next re-wetting event, when further release occurs. \*Estimated addressable market size per year ### **Company Overview 2024** Sustaine® is a novel microencapsulation solution patented by Eden, suitable for applications in a wide range of agricultural, animal health and consumer products: - 1. Sustaine® is cost effective, useful for a wide range of active ingredients, plastic-free, high capacity, robust, and sustainable. - 2. Sustaine® encapsulates active ingredients and provides for the sustained release of these ingredients enabling their safe, more efficient use. - 3. Sustaine® particles are derived from natural yeast cells originally developed for use in human health applications. ### **OUR PRODUCT FOCUS** Our current focus is on developing products based on sustainable chemistries to protect high-value crops from pests and disease, with equal or better performance compared to conventional pesticides. We look for opportunities to replace conventional pesticides where regulatory action is removing these products from the market, or severely limiting their use. ### **OUR PRODUCTS** Our products give growers reduced risk, increased flexibility and security. - Exempt from pesticide residue limits - · Allowed in EU organic agriculture - Can be used up to the point of harvest - · At least equally effective vs conventional chemistry Organic crops command a higher value and have a significant commercial advantage in the valuable export markets. - Ownership of the patents behind the Sustaine® encapsulation technology - Significant investment in patent protection and the registration of new actives - Proven efficacy with strong commercial validation by farmers and our partners - Scope to exploit the core technologies beyond existing markets and products ### **SUSTAINE® APPLICATIONS** **FUNGICIDES** Botrytis, powdery mildew, downy mildew **NEMATICIDES** Root knot nematodes INSECTICIDES Mites and whiteflies (under development) **SEED TREATMENTS** Bird repellency ### **Company Overview 2024** Our products harness the biocidal activity of naturally occurring molecules produced by plants as part of their defence systems. These active ingredients are known as terpenes. ### PRODUCT CHARACTERISTICS Our biopesticides, formulated with Sustaine®, add value compared to conventional pesticides by: - Enabling sustained delivery, increasing residual efficacy and reducing use rates - Tackling resistance build-up - Solvent-free, stable formulations with high loadings of active ingredients - Protecting plants from potentially damaging chemicals - Polymer-free formulation technology - 'Residue free' - Low or no preharvest intervals giving growers flexibility, security and control ### **Products in action** ### MEVALONE® #### SUSTAINABLE CONTROL - Mevalone® is used as a preventative and curative solution for Botrytis cinerea. - Mevalone® is now authorised on an expanded number of crops against diseases such as powdery mildew, downy mildew and sclerotinia. - Mevalone® has recently been authorised in France and Poland for use on apples against storage-related diseases, thereby helping to reduce food waste in the supply chain. - The terpene active ingredients are derived from nature which means the product has a favourable environmental profile. - The multi-site mode of action means risk of resistance is minimised. - Free from residue limits and with short pre-harvest intervals, it provides growers with maximum flexibility. ### 8% The cost of controlling Botrytis cinerea and related species accounts for about 8 per cent of the fungicide market worldwide. Botrytis cinerea is one of the most extensively studied fungal pathogens and causes "grey mold" rot in more than **500 plant species.** ### \$10-100 Billion The annual economic losses due to B. cinerea ### 28% Estimated post-harvest apple losses caused by B. cinerea ### 50% Potential B. cinerea yield losses in grape vines ### **FOOD WASTE SPOTLIGHT** - Mevalone® is proven to be efficacious against a number of other crop diseases, including post-harvest storage diseases on apples. - Used as a foliar spray in the weeks leading up to harvest, it ensures that apples enter storage free from pathogens, which extends their shelf life and reduces food waste. - Mevalone® has received full authorisation for use on apples in France and Poland. ### **TOP 3 EU APPLE PRODUCERS** 22.9% France 17.6% ### **Company Overview 2024** **Poland** 17.0% Italy FRENCH EXPORTS ### \$433.6 Million Of apples each year are exported by France EXPORT REGIONS Normandy Brittany **PACA Region** **CURRENT GLOBAL FOOD WASTE** ### 1.3bn tonnes Food wasted around the world every year ### 525 tonnes Food wasted every minute globally ### £19 billion Value of edible food wasted in the UK every year ### **SUSTAINE®** - There is increasing consumer and regulatory pressure to cut out the use of plastic in supply chains. Food production has faced significant scrutiny due to its widespread use of plastics, from farming to packaging. - In farming, microplastics are used for encapsulation to boost the performance of agricultural inputs, including crop protection products. The intentional, direct application of these products to the environment causes agriculture to be a major contributor to microplastics pollution. - 3 Sustaine® is one of the only viable alternatives to microplastics used for encapsulation of active ingredients in these agricultural products. ### SUSTAINABLE CONTROL - Sustaine® microcapsules are naturally derived, biodegradable micro-spheres produced from yeast extract. - The technology produces stabilised aqueous suspensions which are easy to mix and apply and have phased release patterns. - Sustaine® is used to encapsulate the active ingredients in Cedroz and Mevalone® and is also effective with other natural and synthetic compounds. ### **Company Overview 2024** Eden is engaged in a number of projects around the world to test the compatibility of Sustaine® with third party active ingredients. #### **CHANGING REGULATION** Pressure is building to cut out the use of microplastics in agriculture. A landmark proposal from the European Chemicals Agency (ECHA) will restrict the use of microplastics in agricultural products as part of a wider ban on the intentional use of plastics. ### **CEDROZ** - The majority of crops in Europe are grown in open field. However, there is an increasing level of investment in greenhouse and glasshouse farming, especially for salad vegetables. - The use of greenhouses will help to reduce emissions from the agriculture sector which is considered a "hard to treat" area of the carbon-cutting agenda. In addition, the use of greenhouses cuts down on the agricultural sector's land use by increasing the yield of a given crop per hectare. - Being able to control conditions indoors has been proven to more than double yields in some cases, reducing the consumption of resources required to grow crops. ### SCIENCE SPOTLIGHT - Cedroz is a water-based formulation which utilizes Eden's terpene technology to naturally fight nematodes, a pest known to cause severe damage to crops globally in both open fields and greenhouses. - In line with consumer and regulatory drivers for safer products, Cedroz is an attractive alternative for farmers looking to fight nematodes in an environmentally friendly way. - Cedroz can be used on a wide range of crops including tomatoes, strawberries, cucumbers, courgettes, peppers, aubergines and melons. "In Cedroz, we have developed a biopesticide that meets the demands of modern-day farming, whether that is in an open field or greenhouse environment." Sean Smith - CEO of Eden ### **Our markets** Significant Market Potential A growing global market for sustainable products Crop protection products formulated with Sustaine® and Eden's active ingredients can help address many of these issues: - Consumer concerns over food safety - EU restrictions on intentionally added microplastics - · Increasingly challenging regulatory requirements - · Farmers seeking effective alternatives to conventional pesticides ### \$11bn The global biopesticides market is projected to be worth more than \$11 billion by 2027. ### 30% of active ingredients in the EU are at medium to high risk of failing to receive renewal of their regulatory authorisations. ### 15% The biopesticides market is growing at a Compound Annual Growth Rate (CAGR) of approximately 15% per annum. ### \$300m Increasing time and cost of bringing a single new conventional, synthetic agrochemical product to market: 10 to 12 years and around \$300 million. ## \$12.5bn The global seed treatment market is projected to be worth more than \$12.5 billion by 2027. ### **CROP PROTECTION MARKET** The growth of biopesticides is projected to outpace the demand for synthetic chemical pesticides in the coming years. North America and the EU are the two largest biopesticide markets at this point in time. Currently, 30% of all pesticide sales in the EU are biopesticides or biologicals. The seed treatment market is forecast to grow from \$6.5 billion in 2022 to \$12.5 billion by 2027, a CAGR of 8.3% during the forecast period. ### **Company Overview 2024** #### PRODUCT COMMERCIALISATION Product sales have commenced in key markets where we have authorisation to market and sell our first two commercial products, Mevalone® and Cedroz. - Strong intellectual property portfolio - A demonstrated platform for future product development - Regulatory approvals in a growing list of key markets - Numerous successful commercial partnerships - Active engagement with new partners - Growing market share - Investment in research and development Eden has new product registration applications in-process in multiple new countries. ### SIGNIFICANT MARKET OPPORTUNITIES There is high demand for sustainable products that can compete with conventional products on ease-of-use, efficacy, safety, cost and reliability. The Company has built a strong portfolio of IP rights and know-how as well as a growing register of national product authorisations granting access to key markets globally for its customers and partners. Sustainability drives all that we do in the development of our products, business, partnerships and team. ### **Our Business model** Eden is leveraging two technology platforms to provide sustainable solutions for crop protection, animal health and consumer products: - Terpene Chemistry - Sustaine® microencapsulation technology #### WHAT WE DO AND HOW WE DO IT #### **DEVELOPING OUR PRODUCT PIPELINE** We have a pipeline of products at differing stages of development targeting specific opportunities across our key markets. These include new seed treatments, fungicides and insecticides as well as new solutions for animal health and consumer products. ### GAINING REGULATORY APPROVAL We seek regulatory authorisation for our products on a country-by-country or regional basis, with approvals already granted in a number of European countries as well as Kenya, Mexico and Australia. We are in the process of extending product registration into new territories, including the US where we have already received federal and multiple state approvals. #### SIGNING COMMERCIAL AGREEMENTS We work with our sector-leading partners to commercialise products through a range of commercial production, marketing and distribution agreements. ### IDENTIFYING SUITABLE INDUSTRIAL PARTNERS We partner with global and regional industry leaders who have existing distribution channels, local experience and knowledge to maximise sales of our products. We also add value to our partners' products using Sustaine® to extend IP protection, ease regulatory burdens and enhance performance. ### SECURING PATENT PROTECTION FOR INTELLECTUAL PROPERTY Our Sustaine® encapsulation technology is patent protected throughout the world. ### INVESTMENT IN RESEARCH AND DEVELOPMENT We are executing a significant research and development programme which will move forward multiple pipeline products towards commercialisation. #### GENERATING REVENUE ### Revenue is generated through: - Product sales - Licence-based royalties - Up-front or milestone payments - R&D charges ### **Company Overview 2024** #### Data sharing The Company has built a strong portfolio of IP rights and know-how, as well as a growing register of national product authorisations granting access to key markets globally for its customers and partners. Sustainability drives all that we do in the development of our products, business, partnerships and team. ### THE VALUE THIS CREATES #### FOR CUSTOMERS We provide customers in the crop protection, animal health and consumer products sectors with sustainable, cost-efficient and effective alternatives to conventional products. ### FOR SHAREHOLDERS We are well positioned to deliver long-term shareholder value through further commercialisation and sales of our products. #### FOR PARTNERS We give our partners market access to sustainable, efficient and effective alternatives to conventional chemical products. #### FOR THE ENVIRONMENT We use natural chemistries to create environmentally friendly products which support sustainable agriculture. ### FOR EMPLOYEES We promote the development of our employees through skills enhancement and training programmes. ### **OUR STRATEGY** #### **BUSINESS LINE DIVERSIFICATION** #### WE WILL ADDRESS THIS BY: - Pursuing opportunities in the seed treatments market - Developing insecticide products - · Expanding crops and diseases treated with existing products - · Geographical diversification (seasonal and climate variation) - Ongoing opportunities in consumer products and animal health #### **KEY ACHIEVEMENTS IN 2024:** - Authorisation for Mevalone® received in the key state of California - Mevalone® authorised for use in new crops and fungal pathogens in Spain - 140 insecticide field trials run by potential distribution partners so far in 2024, following significant interest in the evaluation of Eden's developmental insecticide - Authorisation for Mevalone® received in Germany and Czechia - · Ecovelex emergency approval in Italy - · Regulatory approval for Novellus+ in Mexico ### RESEARCH, DEVELOPMENT AND OPERATIONS #### WE WILL ADDRESS THIS THROUGH: - · Supply chain optimisation - · Expansion of in-house screening and field trials capability - Accelerating commercialization of Sustaine® for conventional actives - · Increasing self-reliance for R&D - · Reduce time in market #### **KEY ACHIEVEMENTS IN 2024:** - Increased capability of biological, analytical and formulation laboratories - Expansion of in-house technical expertise ### **COMMERCIAL GROWTH** ### WE WILL ADDRESS THIS THROUGH: - · Gaining regulatory clearance in new countries, crops and diseases - Accelerating Sustaine® business development - Partnerships for Mevalone® in new territories - Pursuing collaboration with majors and select national partners - Route to market optimisation #### **KEY ACHIEVEMENTS IN 2024:** Strengthening of the Commercial Team with the appointment of Humair Tariq as Global Commercial Lead and Daniel Mulas Garcia as Global Product and Marketing Lead ### **Company Overview 2024** ### STRENGTHENING AND GROWING THE TEAM ### WE WILL ADDRESS THIS THROUGH: - Added capacity in R&D, including microbiology, plant biology, agronomy, and analytical chemistry - Expansion of commercial team - Addition of in-house regulatory expertise - Robust approach to data quality ### **KEY ACHIEVEMENTS IN 2024:** - Lab team strengthened formulation, analytical and biology expertise - Appointment of Ilshad Moulan as Head of Regulatory Affairs #### **Chairman's Statement** ### For the year ended 31 December 2024 I am pleased to report that Eden has seen another strong year of growth with overall revenue up 34% and product sales also up by a similar amount. In addition to this, several key milestones were reached in 2024 which will help to drive revenue in the short and medium term and get Eden to the point of cashflow positivity, which will be a significant milestone for the business. Authorisation for Mevalone® was received in the key US state of California at the beginning of 2024. Once certain label restrictions have been removed, which the Company is working hard to achieve, the opportunity in the US should prove to be a considerable one. Mevalone was also authorised for use in new crops and fungal pathogens in Spain which has increased the addressable market and we are already seeing the benefit of this in 2025. More than 140 insecticide field trials were run in 2024 by Eden and a number of potential distribution partners, following significant interest in the evaluation of Eden's developmental insecticide and the team at Eden is now negotiating to conclude commercial arrangements. An emergency use authorisation was received for Ecovelex in Italy for the second year running which led to meaningful sales towards the end of 2024. The Company expects full authorisation by the Rapporteur Member State in mid-2025 which, once granted, will lead to approvals from other concerned Member States being sought which will unlock the full potential throughout Europe. At the end of 2024, regulatory approval was received for Novellus+, a new, enhanced version of Eden's flagship fungicide, Mevalone, in Mexico. This is an exciting development as Novellus+ represents an evolution of Mevalone, allowing improved rates in the field, high levels of efficacy and a broader list of targets, all contributing to a larger addressable market in select territories. As I know from my previous roles, such as Chief Operating Officer of Bayer CropScience, the crop protection industry is heavily regulated, methodical, slow-paced and, as such, often frustrating. However, the evolution of biopesticides is not only a very positive development for the industry, the environment and consumers, but also an increasingly valuable one. The industry has seen a significant increase in investment in this area through both internal development as well as M&A activity. It's clear that there is a consensus that biopesticides, and other sustainable solutions, are the future of crop protection. As such, I remain very optimistic about Eden's prospects and believe that the Company is making excellent progress toward achieving its goal of becoming a leader in the biological crop protection products and solutions industry. I would like to thank Eden's shareholders for their ongoing and much appreciated support. Lykele van der Broek Non-Executive Chairman 2 May 2025 #### **Chief Executive Officer's Review** ### For the year ended 31 December 2024 #### Section one: Introduction Over the past ten years, I've had the privilege of steering the Company's growth from a business with no registered products to a well-established, independent biopesticide leader, with a strong track record in developing plant-derived crop protection solutions for sustainable agriculture. Today, Eden, unique among its peers, boasts a portfolio of three products, with an additional three in the pipeline, regulatory clearance in 24 markets, and over 101 crop use approvals. The past year encapsulates the Company's evolution to date in more ways than one. Not only have we delivered another year of significant revenue growth, but we have also gained entry into some of the world's most strictly regulated markets in California and Germany, and made significant development advancements to grow our product offering. Advances have also been made in our portfolio as we edge closer towards obtaining regulatory clearance for Ecovelex and prepare for the next steps in the commercialisation of our first bioinsecticide. #### Macroeconomic context Demand for our biopesticides continues to rise as the agriculture industry grapples with an increased regulatory clampdown on conventional pesticides with known detrimental effects on the environment and human health. We have seen a clear trend amongst farmers looking to adopt top-tier technology to efficiently maximise their yields and meet or exceed increasing regulatory restrictions, paving the way for innovative alternatives such as Eden's biopesticides. While these factors add wind to the sails for Eden, more urgent action is needed to create a faster regulatory pathway for biopesticides, helping to address the performance and environmental challenges faced by farmers worldwide. Across Europe, currently our largest market, product inventories eased somewhat in the 2024 calendar year, following a year of pesticide de-stocking. Purchasing patterns also shifted to a more real-time ordering approach, moving away from the pre-buying trends which became commonplace in the face of supply chain issues following the pandemic. This shift has contributed to greater visibility of the supply chain and distribution channels whilst providing some opportunities for quick sales where regulatory clearances allow. In the US, growers have faced declining commodity prices, which have depressed farm incomes and led to a 10% decline in pesticide expenditures in 2024 compared to the previous year. With no further indication that prices will continue to fall sharply, these appear to have been short-term challenges, primarily affecting the corn and grain market, which Eden has yet to enter in North America. Looking ahead, ongoing antitrust litigation may disrupt the established crop input distribution chain that has long relied on loyalty schemes, providing new opportunities for alternative suppliers to enter the market. As a relatively new supplier to the market in the US, we are well-placed to take advantage of this shift. #### **Chief Executive Officer's Review** ### For the year ended 31 December 2024 ### Section two: Delivering on our strategy Operating in an industry such as ours requires participants to navigate a plethora of regulatory hurdles, more often than not outside of the Company's control. It presents us with a double-edged sword. On one hand, we are at the mercy of a regulator's timeline. On the other hand, the value of our growth story and investment case depends on the growth of our certification count. These regulatory wins define the pace with which we can move and the size of the markets that we can address. Against this backdrop, our Company strategy remains consistent, built on four key objectives: ### a) Business line diversification - Pursuit of opportunities in seed treatments - Development of insecticides - Expand crops and diseases treated, increasing the addressable market for existing products - Geographic diversification ### b) Research, development, and operations - Supply chain optimisation - Expansion of in-house screening and field trials capability - Accelerate commercialisation of Sustaine for conventional actives - Increase self-reliance in R&D - Reduce time to market ### c) Commercial growth - Regulatory clearance in new countries, crops, and diseases - Proactively pursue Sustaine business development - Partnerships for Mevalone and Cedroz in new territories - Pursue collaboration with majors and select national partners - Route to market optimisation ### d) Strengthening and growing the team - Added capabilities in R&D, including microbiology, plant biology, agronomy, and analytical chemistry - Robust approach to data quality - Expand commercial team - Addition of in-house regulatory expertise accelerating time to market and reducing regulatory costs ### Taking Ecovelex to market Since Ecovelex's launch under emergency authorisation in Italy in 2023, we have seen strong demand for the product from Italian farmers as they contend with the pressures arising from the removal of conventional products from the market. The product has so far meaningfully contributed to our revenue and remains a core part of our sales growth strategy. This is despite recording a smaller-than-expected product order in November ### **Chief Executive Officer's Review** ### For the year ended 31 December 2024 2024 compared to the previous year's order (due to adverse weather conditions) which had a significant impact on the number of hectares planted, a static addressable market, and stock carried over from 2023. In November 2024, we were pleased to have been granted an extension to our licence under EU regulation 1107/2009. This extension permits us to continue selling our sustainable seed treatment to Italian farmers under restricted conditions. Full, EU-wide authorisation for Ecovelex is currently expected this year, subject to the pace of regulatory review and clearance. The dossier and application have been submitted to the Austrian authorities, who are acting as the interzonal rapporteur member state on behalf of the EU. EU rapporteur member states are then invited to ratify the authorisation or require additional information before granting local authorisations. ### Expanding territorial reach The growth of our flagship biofungicide, Mevalone, continues apace as we seek new markets for its sale and use, bringing its benefits to farmers in additional corners of the world. Mevalone now has 10 disease targets, 97 crop uses, and market approval in 21 different territories. We were pleased that 2024 commenced with the announcement of regulatory authorisation for Mevalone in California. This approval is particularly noteworthy, as California is the largest wine-producing region in the United States, representing approximately 84% of the nation's total production. Furthermore, the State enforces stringent agricultural regulations that prioritise sustainable farming practices. With the timing of this authorisation, we are positioned to begin distributing Mevalone to grape growers across California through our commercial partner, Sipcam, and we anticipate generating significant revenue in 2025 as we continue to refine our commercial and marketing strategy. Refinements of the current label will yield additional growth opportunities in years to come even as some restrictions do little to dampen enthusiasm for Mevalone in California and beyond. We have also had a number of regulatory breakthroughs for Mevalone in Europe and elsewhere in 2024. Notably, Eden received regulatory authorisation for use the use of Mevalone on grape vines to control Botrytis and apples to prevent storage diseases in Germany. This was later complemented by the news in December that Mevalone had been registered as an input for organic farming across the nation. Germany is widely considered as one of the strictest regulatory environments in Europe (and more broadly), and our regulatory success here is clear validation of the strong efficacy of our product, as well as its flexible and environmentally friendly qualities. Eden also obtained a label extension in Spain for Mevalone, marketed as Araw in the region. This extension expands the biofungicide's use to include 22 new crops on 4 new fungal diseases. Most notably, these new crop additions include almonds, which is one of the largest tree crops in Spain after olives with the nation ranking third in terms of global production. ### **Chief Executive Officer's Review** ### For the year ended 31 December 2024 Our newly formulated version of Mevalone, marketed as Novellus+, has achieved regulatory approval following the Mexican authorities' authorisation for the product's use against botrytis on a range of horticultural crops. We expect the addition of Novellus+ to meaningfully contribute to the Company's revenues in the coming seasons. Building on our strong partnership with Sumi Agro Europe across central Europe, we were pleased to have appointed the firm as our exclusive distributor for Austria to help grow our market presence in these specialist wine and apple markets. The growth potential of our bionematicide was also illustrated by Cedroz's temporary approval in Greece for use on potatoes against wireworms for the 2024 growing season. Wireworms, the larvae of click beetles (Elateridae), are a significant global agricultural pest, particularly in temperate regions. They attack the roots, seeds, and underground stems of crops such as potatoes, corn, wheat, and carrots. The severity of the problem varies depending on the species, soil type, climate, and crop rotation practices. The resultant product approval has helped buoy Cedroz sales and we continue to work with Eastman and the local regulators to secure its long-term authorised use in Greece and elsewhere. Moreover, wireworms represent a significant pest for growers in certain parts of the world. Generally, Cedroz sales continue to rebound after a disappointing period caused by production issues which have now been resolved. Revenue growth in Morocco is particularly noteworthy, as sales there have propelled the country into position as one of Eden's largest commercial markets. We are encouraged by Eastman's newfound confidence in Cedroz following a challenging period, and it truly gratifying to see growers embrace the product with such enthusiasm, as was evident during a recent marketing trip with Eastman to the north African nation. ### **Enhancing existing products** We are currently working towards a significant label extension for Mevalone to include use on grapes to treat the major crop disease, downy mildew. Given the fast pace with which key competitor products targeting this disease are being removed from the European market, this label extension has the opportunity to dramatically grow Mevalone's addressable market. Subject to regulatory timelines, we anticipate a positive verdict as soon as 2025. As always, the pace of regulatory action is largely outside of Eden's control, and we hope to update the market as soon as we have news on this process. ### Progressing our development pipeline We are also focused on the progression of new products within our development pipeline, which are based on our proprietary terpene-based chemistry and yeast-based microencapsulation technology, though it should be noted that with Eden's newly-developed in-house formulation capabilities, we now possess a great deal of flexibility in terms of how and what we use to formulate our products. #### **Chief Executive Officer's Review** ### For the year ended 31 December 2024 The most advanced of our new products is our first bioinsecticide which will target key pests such as aphids, spider mites, and whiteflies. In June, we announced encouraging results which involved more than 30 laboratory trials, and more than 140 field trials conducted in Europe and the United States. Results showed strong efficacy against all life stages of the target pests and demonstrated equivalence or superior performance when compared with registered biological reference products produced by some of the world's leading biochemical companies. We are now in the process of negotiating an agreement with potential commercial partners to support our marketing efforts and help bring this product to market. We expect to make an announcement on our progress in due course. Concurrently, we are also working towards regulatory submissions in the US and Europe. Subject to authorisation, first sales of the product could be achieved in the coming year in the US, given our active ingredients have already been registered at a federal level. Over the past year, we have also started work on two additional product candidates which are in the early stages of development. The first of which is a second biofungicide which is being formulated to target late blight and similar pathogens primarily on potatoes and a range of other high-value fruits and vegetables. There has already been a considerable amount of interest in this product, and we are actively engaged with a number of industry partners who are in the early stages of screening the product. The second of these is another bioinsecticide. This will specifically target Lepidoptera, an important pest target which is not covered by our first bioinsecticide and represents a substantial commercial opportunity for the company where there is a large gap in available sustainable solutions. ### Increasing team capacity and capability As our business continues to evolve, we have needed to ensure that Eden has the capabilities and capacity to keep up with the pace of development and regulatory workstreams. Therefore, we are delighted to have made several important hires in strategic areas to guide Eden through its next growth chapter. These include the filling of key regulatory and commercial roles such as Global Commercial Lead, Head of Regulatory Affairs, and Global Product and Marketing Lead, respectively. Each of the individuals that we have hired brings rich industry experience at international agchem companies and strong leadership in their field. At Board level, we welcomed Derek McAllan as a new Non-Executive Director and Chairman of the Audit Committee. Derek brings great balance to the Board considering his accounting remit as a Partner of RSM UK and extensive background advising listed and private businesses across the life sciences sector. #### Section three: Financial review Revenue for the year was £4.3 million which marked a 34% increase on the previous year (2023: £3.2m). This reflects a significant increase in product sales which were £3.6m, a 38% rise on last year's product sales (2023: £2.6m). Our operating loss for the year was £2.2m (2023: loss of £1.9m). ### **Chief Executive Officer's Review** ### For the year ended 31 December 2024 Administrative expenses increased in line with expansion of the development and commercialisation team to £3.5 million (2023: £3.0 million), while additions to intangible assets, including development costs, increased to £2.5 million from £1.7 million in 2023. While the loss before taxation decreased to £2.2m (2023: £6.9m loss), this was driven by a significant non-cash impairment of intangible assets in 2023 of £5.0m which was not repeated in 2024. The increased strength of the Pound Sterling against the Euro throughout 2024 (from €1.15 at the beginning of the year to €1.21 per GBP as at 31 December 2024) negatively impacted reported revenue by £0.2 million. As forecast, regulatory costs have been relatively high in 2024 due to the costs associated with the renewal of Eden's three active ingredients in the EU. Eden has also invested meaningfully in the development of its product portfolio, both through advancing regulatory submissions (new formulations and label extensions of existing products) and through laboratory and field work to assist in the commercialisation of those products. Our cash balance at year-end was £3.7m (2023: £7.4m). At present, Eden does not expect to need to raise additional capital to meet its existing working capital requirements for the foreseeable future. There is currently no near-term plan to pay a dividend. However, the Board continues to review the Company's dividend policy. ### Section four: 2025 outlook On 13 January 2025, we reiterated our £5 million revenue forecast for the 2025 financial year. This has been underpinned by repeat sales of Ecovelex made under extended emergency approval in Italy and other European territories, as well as sales growth of Mevalone and Cedroz due to increased market share and approvals received in 2024. There are a number of potential approvals and events that have not been included in the 2025 revenue forecast, which would, if realised, add material upside if these took place. These include the following: - Full EU authorisation for Ecovelex well in advance of the year-end, expanding its use beyond Italy on a long-term basis; - · Approval of Mevalone for the treatment of downy mildew in France, marketed locally as Esseva; and - Signing of a commercial agreement for exclusive distribution rights for Eden's insecticide Furthermore, we expect the ban of competitor products to Mevalone and Cedroz to have a positive impact on the Company, where we are well-placed to increase our market share. However, the immediate effects are unpredictable considering the potential stocking (and allowed extended use) of these products before their regulatory ban. ### **Chief Executive Officer's Review** ### For the year ended 31 December 2024 The Company's overheads are expected to increase in 2025 compared to 2024 as a result of the full-year impact of the commercial and regulatory teams, but investments in regulatory and product development are expected to stabilise due to the reregistration costs for our active ingredients in the EU that took place last year. ### **Section six: Summary** I would like to take the opportunity to thank everyone who has supported our journey to date. The backing of shareholders, regulators, and industry has been outstanding, but it is the efforts and skills of our exceptional workforce that have established a company with such strong foundations and an excellent culture based upon innovation, creativity and the shared purpose of bringing sustainable and effective crop protection to farmers around the world. Eden is very well-placed to continue its growth trajectory and maximise the potential of our upcoming milestones. Sean Smith Chief Executive Officer 2 May 2025 #### **Strategic Report** ### For the year ended 31 December 2024 #### **Review of business** The review of this year's business activities is as set out in the Chairman's Report and Chief Executive Officer's Report. An update on TerpeneTech (UK), Eden's associate company, and TerpeneTech (Ireland), Eden's subsidiary, is also included in the Chief Executive Officer's Report. ### **Key financial performance indicators** The key performance indicators of the business are the development and commercialisation of the Group's products and the management of its cash position. Revenue derived from product sales, milestone payments and R&D charges are considered to be key financial performance indicators. Maintaining a low overhead base, progress towards profitability and regulatory approvals are also key indicators. Revenue in 2024 consisted of royalties, R&D charges and product sales and was £4.3m compared to £3.2m in 2022. The operating loss for the year was £2.2m compared to a loss of £1.9m for the previous year. The loss before tax for 2024 was £2.2m, decrease from a loss of £6.9m in the previous year. More information on the drivers behind the performance is included in the Chief Executive Officer's Report. The basic loss per share for 2024 was 0.36 pence (2023: a loss of 1.54 pence). Administrative expenses for the year were £3.5m (2023: £3.0m), which reflects balancing the need to maintain a modest overhead base with ensuring the Group has the necessary skillset to drive growth. Intellectual property, including development expenditure, is written off over seven years in line with the remaining life of the Group's key patents, taking into account additional protection provided by granted Supplementary Protection Certificates. The Group capitalised £2.5m (2022: £1.7m) of development expenditure in the year, which is a reflection of the continued development of the Group's products. A significant proportion of this expenditure relates to regulatory approvals which strengthens the Group's competitive advantage, ultimately supporting sales growth. An impairment review of Eden's intangible assets led to a charge of £nil in the year (2023: £5m). Further details of this review can be found in note 12 to the financial statements. An impairment review of Eden's investment in its associate company, TerpeneTech (UK), led to no charge in the year (2023: £nil). Further details of this review can be found in note 15 to the financial statements. Cash is safeguarded by close working capital management, including tightly controlling the Group's creditor position. The cash position at the year-end was £3.7m (2023: £7.4m). This is in line with management's expectations. ### **Strategic Report** ### For the year ended 31 December 2024 ### Other key non-financial performance indicators The regulatory approval of products and milestones related to such processes are deemed to be key non-financial performance indicators. At the end of 2024, 24 (2023: 22) countries had granted product authorisation with 101 (2023: 100) crop use approvals for Eden's biopesticides and 14 (2023: 10) pests and disease targets addressed with Eden's registered products, which shows positive progress in this KPI and translates into an increased addressable market from a product sales perspective. Approvals granted in the year were in Czech Republic, Germany and Mexico. The progress of the development of the Group's products is measured against internally set timescales as well as against the regulatory process, which are expected to result in the registration of products. The Chief Executive Officer's Report contains an update regarding this progress. The on-going registrations of the Group's first product, Mevalone®, for use as a pesticide is not only a key milestone in terms of its commercialisation, but is also indicative of the likely registrability of Eden's future products as the three active substances that are registered in the EU are the basis of Eden's future product portfolio. Thus far, Mevalone® has been approved for use in a number of key countries whilst Eden and its partners pursue regulatory clearance in new territories, thereby seeking to grow Eden's addressable market globally. Eden's second product, Cedroz, is a nematicide which is registered for sale on two continents and Eden's commercial collaborator, Eastman Chemical, is pursuing registration and commercialisation of this important product in numerous countries globally. Further commercialisation of Eden's products and Sustaine® encapsulation technology through supply, licensing, evaluation and option agreements also serve as a key indicator of the Company's performance. Finally, successful trial results help demonstrate the technical and commercial viability of our intellectual property. ### Principal risks and uncertainties The Group's prime risk is associated with the on-going commercialisation of its intellectual property, which involves testing of the Group's products, obtaining regulatory approvals, which are required for commercialisation, and reaching a commercially beneficial arrangement for each product to be taken to market. This is measured by comparing actual results with forecasts that have been agreed by the Group's Board of Directors. The risk of commercial failure is managed by employing suitable, experienced people in commercial roles and engaging with partners on a regular and professional basis. The Group's credit risk is primarily attributable to its trade receivables. Credit risk is managed by running credit checks on customers and by monitoring payments against contractual agreements. The Group monitors cash flow as part of its day-to-day control procedures. The Board considers cash flow projections at its meetings and ensures that the Group has sufficient cash resources to meet its on-going cash flow requirements. #### Strategic Report ### For the year ended 31 December 2024 Due to the nature of the business, there is inherent risk of infringement of Eden's intellectual property rights by third parties, and the potential infringement of third-party rights by Eden. The risk of infringement is managed by taking (and acting on) the relevant legal advice as and when required. There is also inherent uncertainty surrounding the regulatory approval of products in terms of both timing and outcome. This risk is managed by retaining appropriately experienced staff and contracting with expert consultants as needed. Risk from competitors derives from existing or new products on the market which are potentially superior to, or cheaper than, Eden's products. Eden continually looks to reduce costs and improve products through development in order to mitigate this risk. Supply chain issues, such as availability of toll manufacturing capacity, or low supply of raw materials, may occur. Eden addresses this risk by sourcing raw materials from multiple suppliers and using a number of toll manufacturers. The retention of skilled and experienced employees is a key risk since the work at Eden is technical. Eden manages this risk by ensuring that staff welfare is a priority and that employees are well incentivised to stay with the business. The Group has evaluated the risks associated with U.S. tariffs and determined that while the direct impact on our raw material imports from the U.S. is minimal, there is an indirect risk. Specifically, if the EU imposes counter-tariffs on U.S. goods, it could lead to higher import costs, thereby affecting our overall cost base. ### **Employee diversity and inclusion** The Board remains committed to a culture that encourages the inclusion and diversity of all of the Company's employees through respecting and appreciating their differences and promoting the continuous development of employees through skills enhancement and training programmes. The Group's employment policies are designed to attract, retain, train and motivate the very best people, recognising that this can be achieved only through offering equal opportunities regardless of gender, race, religion, age, disability, sexual orientation or any other aspect of diversity. Applications from disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. It is the policy of the Company that the training, career development and promotion of disabled persons (including those who become disabled whilst employees of the Group) should, as far as reasonably possible, be identical to that of other employees. ### **Indemnity cover** The Company purchases insurance cover for Directors and Officers to offer protection from third party claims. #### **Environment** The Company has an environment policy and acknowledges that environmental considerations form an integral part of its corporate social responsibility. The Company's environment committee meets to discuss ways in which the business can contribute to its environment by getting involved in local initiatives and also looks at ways of promoting environmental wellbeing amongst the staff. Employees are actively encouraged to ensure conservation of energy and resource through awareness campaigns and positive action. #### **Strategic Report** ### For the year ended 31 December 2024 ### **ESG Strategy - Introduction** We are committed to delivering high standards of Environmental, Social and Governance (ESG) performance across our business. Our ESG Strategy is designed to integrate ESG into all that we do. ### The Transition to Sustainable Agriculture Shapes Market Needs - In agriculture there is an urgent need to move to a safe, equitable and sustainable food system. - Our food system accounts for over a third of global CO₂ emissions and is a key driver of accelerating biodiversity loss. - Our innovative products are positioned to serve growing markets with more sustainable solutions. They reduce on-farm impacts on nature, food waste and the risks to human safety and health from conventional agrochemicals. - Eden's products provide effective crop protection resulting in improved crop yields and produce quality, enhancing the financial sustainability of farming businesses whilst reducing the risk to the environment. ### **About our ESG Strategy** - Developed with input from ESG experts to ensure that it reflects best-practice. - Informed by a materiality analysis to identify and prioritise the ESG issues that matter most to the business and are to be addressed. - Describes our ESG focus areas and sets clear standards that we integrate into our business strategy and management approach. ### Integrating ESG Into All that We Do Sustainability lies at the heart of what we do at Eden. We are focused on providing innovative and sustainable solutions to the global agriculture industry and beyond. We want to ensure that this mission extends to, and is reflected in, our reporting, and we believe that setting high ESG standards means that we can deliver more value to our stakeholders and accelerate the contribution we make to sustainability. It also means that we can demonstrate high standards of transparency and accountability, helping our investors understand the contribution that we are making to sustainability outcomes and evaluate our performance. We recognise that integrating ESG is a journey and, as for all businesses, this is just the start and we have a lot to accomplish. However, I am confident that our committed team and strong processes, coupled with our sustainable innovation platforms will deliver value for our investors and partners. ### **Our ESG Strategy** We deliver bio-innovation to support sustainable agriculture supported by a resilient and efficient supply chain and our sustainable operations. ### **Strategic Report** ### For the year ended 31 December 2024 We integrate ESG issues into our business strategy and management approach. ### Supporting the UN Sustainable Development Goals (SDGs) The SDGs are a call to action to end poverty, protect the planet and ensure peace and prosperity for all. They define a framework for action for governments and business. Through our products, innovation expertise and sustainable operations we believe we can make a powerful contribution to support the SDGs. We particularly contribute to: - · Reducing food waste - Protecting soil and ecosystems ### A Resilient and Efficient Supply Chain Working with leading suppliers of raw materials and high-quality manufacturers. We work with our partners to manage ESG issues across our supply chain. ### **Our Ingredients** Applying high standards to ensure the quality and sustainability of the ingredients used for the manufacture of our innovative products, including yeast extract – a key building block of our Sustaine® microcapsules, and terpenes – the nature identical active substances in our products. ### **Our Manufacturing** Working with leading manufacturers who apply robust sustainability standards to reduce environmental impacts and ensure safety in the manufacture of our products. ### **Our Priorities:** ### **Manufacturing Safely** Ensuring high health and safety standards are applied in the manufacture of our products. ### Protecting the environment and climate Reducing greenhouse gas emissions, improving resource efficiency, supporting the circular economy and reducing air pollution. ### **Protecting Human Rights** Protecting human rights and managing risks associated with modern slavery across our supply chain. Case Study: ### **Sipcam** ### **Strategic Report** ### For the year ended 31 December 2024 ### **Manufacturing Excellence** We work with partners, such as Sipcam-Oxon, to manufacture a number of our key products. Our products are manufactured at Sipcam's facility near Milan, Italy. Sipcam is a specialist in the manufacture and marketing of agrochemicals. Sipcam is a Responsible Care company, the chemical industry's environmental, health and safety initiative to drive continuous improvement in performance. Its sites are also certified to the ISO14001 environmental management system standard. #### Delivering our ESG standards at our laboratory Our laboratory facility in Oxfordshire has allowed us to establish high ESG standards in research and testing. We follow best practice standards to manage risks, including to safety, the environment and to ensure high quality standards. Eden's laboratory also has sophisticated equipment to analyse a wide range of compounds from a chemical and physical standpoint and the ability to perform lab scale formulation development and stability testing (rheometry, homogenization, particle size analysis, etc). Our in-house capabilities will speed the commercialisation and deployment of new sustainable products. ### **Sustainable Operations** We apply high standards in our own operations. Our operations are centered around the Company's laboratory facility in Milton Park, Oxfordshire. Eden's team brings deep experience in bio-innovation for sustainable agriculture. ### **Our Priorities:** ### **Acting Safely** Protecting our team by applying the highest standards of health and safety in our own operations. #### **Acting Ethically** Applying best practices in business ethics including in the prevention of bribery and corruption, fraud and ensuring legal compliance. ### **Reducing Our Environmental Impacts** Minimising our operational impact by reducing greenhouse gas emissions and reducing waste. ### **Developing a Diverse Team** Building a diverse, engaged and highly skilled team through the attraction, development and retention of the best talent. ### **Strategic Report** ### For the year ended 31 December 2024 ### **Bio-Innovation for Sustainable Agriculture** Leading innovation in sustainable biopesticides and plastic-free encapsulation to deliver products that improve agricultural sustainability. Our innovative products are derived from natural plant chemistry and used on high-value fruits and vegetables to improve crop yields and marketability. They address key sustainable agriculture drivers including: Consumer demand for residue-free produce Protecting soil health and reducing impact on biodiversity #### **Our Priorities:** #### Safe products Ensuring our products are safe for people and the environment including in use and disposal ### Reducing food waste and toxic residues Reducing food waste by improving produce treatment and processing and reducing toxic residues ### Protecting soil and water Reducing the application and release of toxic, bio-accumulative or persistent chemicals and plastic pollution to soil and water. Case Study: #### **Our Impact on Food Waste** Eden's product, Mevalone®, can be used to extend the shelf-life of produce. Approved for use on grapes, apples, kiwis, aubergines, pomegranates, spring onions and more, Mevalone® is exempt from pesticide residue limits due to its favourable safety profile. In contrast to many conventional chemistries, it can be applied up to the point of harvest giving flexibility to growers and allowing treatment to extend shelf life. Extending shelf life can dramatically reduce food waste in the supply chain and consumer homes. Globally, 25-30% of all food produced is wasted. Not only does this have a significant financial impact on the food industry and in homes, but it also has a significant impact on our climate with food waste accounting for up to 10% of global CO2 emissions. Tackling food waste also means we can protect nature by limiting the need for agricultural land. ### How we will deliver on ESG **Integrated into the business:** We integrate ESG into our business strategy and management practices and consider the implications of key business decisions on our ESG performance. ### **Strategic Report** ### For the year ended 31 December 2024 **Integrating ESG into innovation is a key focus:** As an innovation led business our innovation strategy and pipeline are key opportunities to deliver improved ESG outcomes. We actively consider ESG opportunities and risks in our innovation strategy. **Integrating into governance:** We integrate ESG considerations into roles and responsibilities of key leaders. - Delivery of our ESG plan is the responsibility of the Eden Research CEO. - Our ESG Steering Committee coordinates and drives our ESG actions. - We report our performance regularly to the Board. ### Our future plans Our next steps on ESG are to: - 01 Identify and address gaps in our ESG management - 02 Establish specific ESG targets, including KPI's and metrics - 03 Define reporting output ### **ESG Drives our Future Growth** #### The sustainability challenge Our agricultural system faces the dual challenge of safely feeding a growing population while decarbonizing and protecting human health and the natural environment. ### Leadership in bio-innovation positions Eden Research for growth Our unique technologies provide important solutions to some of the most pressing sustainable agriculture challenges. As the world transitions towards a sustainable agri-food system, products that can deliver more sustainable outcomes are set for significant growth. ### Our ESG approach will drive impact Our sustainable agriculture solutions, delivered through our integrated ESG platform make Eden Research an exciting opportunity for ESG investors. "Eden's formulations are well suited for a wide range of crop protection applications. The fact that our Sustaine® encapsulation technology is completely free from microplastics is just one of the elements that makes them stand out in this rapidly evolving market." Sean Smith, Chief Executive Officer #### **Strategic Report** ### For the year ended 31 December 2024 #### Section 172 statement The Directors are fully aware of their responsibilities to promote the success of the Company in accordance with s172 of the Companies Act and have acted in accordance with these responsibilities during the year. The Board has identified that its key stakeholders are its: - workforce - shareholders - customers - regulators Eden's core values, which are professionalism, integrity, effectiveness and dynamism, reflect the Company's commitment to do the right thing simply because it is the right thing to do. The requirement to adhere to this principle is embedded within all job descriptions across the Group. Throughout the year, the Board considered the wider impact of strategic and operational decisions on the Company's stakeholders. ### **Our workforce** Our workforce is fundamental to the long-term success of the Company. We have various engagement mechanisms, many of which have been in place for a number of years. The team at Eden generally meets every Monday morning to review the various on-going projects and plan the week ahead. Annual employee reviews are undertaken and regular communication takes place between management and staff to ensure that any concerns or issues are identified and appropriately addressed. The Company provides training to employees as well as arranging social occasions to promote the well-being and connectivity of the team. ### **Shareholders** The support and engagement of our shareholders is imperative to the future success of our business. In all of its decision making, the Board ensures that it acts fairly with regard to members of the Company. We have productive, ongoing dialogue with a number of our investors. We are also in touch with all of our shareholders at least three times a year with information about shareholder meetings and the Company's financial results. We have regular meetings with institutional and other investors, research analysts, market commentators and advisors to understand shareholder views and address any concerns. ### **Customers** The commercial team at Eden is in regular contact with our customers to ensure that they are satisfied with the products that Eden is selling to them, or that any projects that are taking place with them are on track and without issue. Face to face meetings take place, as well as other communication such as emails or video or phone conferences, which allow for an on-going dialogue with the objective of reducing any potential issues or concerns. A project management system is operated by Eden to ensure that all customers are communicated with on a regular basis to keep customers satisfied as much as possible. ### **Strategic Report** ### For the year ended 31 December 2024 ### Regulators The regulatory team at Eden, which includes both employees and expert consultants, communicates directly with regulators around the world to promote an efficient and successful relationship. Clearly, regulation is a key factor in Eden's industries and so it is important for the team at Eden to be in regular contact with regulators to promote the long-term success of the business through the approval of product marketing authorisations. The regulatory team also keeps itself up to date on regulatory matters through training and relevant publications. On behalf of the board: Director 2 May 2025 ### Corporate governance statement - Board of Directors ### For the year ended 31 December 2024 ### Lykele van der Broek, Non-Executive Chairman **Appointed** Independent Full-time (FT) or part-time (PT) October 2017 (Board) Yes PT – 10 days per year January 2018 (Chairman) ### **Background and experience** Lykele retired as a Member of the Board of Management of Bayer CropScience, a division of Bayer AG, in 2014, having been responsible for the commercialisation of innovative agricultural products and services globally. Prior to this, he held senior international roles including the Head of Bayer CropScience's BioScience division and President of the Bayer HealthCare Animal Health division. ### Committee membership AIM Compliance Committee (Chairman) Nominations Committee (Chairman) Remuneration Committee (Chairman) Audit Committee ### **External appointments** Genus plc (Non-Executive Director) - retired 22 November 2023 ### Sean Smith, Chief Executive Officer **Appointed** Independent Full-time (FT) or part-time (PT) September 2014 No FT ### **Background and experience** Sean has a bachelor's degree in microbiology and over 25 years of experience in the speciality chemicals and industrial biotechnology industries. He has held senior commercial leadership roles ranging from sales and marketing to business management and intellectual property licensing in blue chip companies such as Ciba (now BASF) and Honeywell. In recent years, Sean has focused on technology commercialisation through licensing and company formation working with Intellectual Ventures and several start-ups. #### **Committee membership** None ### **External appointments** None ### Corporate governance statement - Board of Directors ### For the year ended 31 December 2024 ### Alex Abrey, Chief Financial Officer **Appointed** Independent Full-time (FT) or part-time (PT) September 2007 No FT ### **Background and experience** Alex, a Chartered Certified Accountant, joined the Board in September 2007, having been Chief Accountant to Eden for the previous four years. He has acted as Financial Director to a diverse range of businesses including a financial and management consultancy business based in Oxfordshire, a medical waste management company and an intellectual property licensee involved in plastics manufacturing. Alex has over twenty years' experience in both practice and industry. ### Committee membership None ### **External appointments** Ricewood Ltd (Director) ### **Robin Cridland, Non-Executive Director** **Appointed** Independent Full-time (FT) or part-time (PT) May 2015 Yes PT – 10 days per year ### **Background and experience** Rob served as Chief Financial Officer and Company Secretary of Itaconix plc until the end of August 2018. He joined Itaconix in September 2008 from Renovo Group plc where he spent seven years as Executive Director of Finance and Business Development. He began his career at Coopers & Lybrand Deloitte, before moving on to senior transactional roles at Enskilda Securities and senior finance and transactional roles at GlaxoWellcome and GlaxoSmithKline. ### Committee membership Audit Committee Nominations Committee AIM Compliance Committee Remuneration Committee ### **External appointments** RJSC Family Limited (Director) ### Corporate governance statement - Board of Directors ### For the year ended 31 December 2024 ### **Derek McAllan, Non-Executive Director** | Appointed | Independent | Full-time (FT) or part-time (PT) | |-----------|-------------|----------------------------------| | May 2024 | Yes | PT – 10 days per year | ### **Background and experience** Derek is currently a Partner of RSM UK, a leading provider of audit, tax and consulting services in the UK, where he is responsible for business development and client service across a portfolio of companies. Prior to his move to RSM UK in 2020, Derek acted as an audit Partner at KPMG for seventeen years during which he had a significant number of life science clients including some with which he worked from their inception to ultimate exit/IPO and beyond (including listings on NASDAQ, AIM, and trade sales). ### Committee membership Audit Committee (Chairman) Nominations Committee AIM Committee Remuneration Committee ### **External appointments** RSM UK Consulting LLP (LLP Member) RSM UK Tax and advisory services LLP (LLP Member) Jouldings Holdings (Non- Statutory Non-Executive Director) ### **Attendance at Board and Committee meetings** Board and Committee meetings are scheduled in advance for each calendar year. Additional meetings are arranged as necessary to review strategic and financial plans. The scheduled Board and Committee meetings and attendance during the year ended 31 December 2024 were as follows: | | • | | AIM | Remuneration | | |-----------------|-------------------------|---------------|-------------|---------------|--------------| | | • | Board | Compliance | & Nominations | Audit | | Director | Role | (12 meetings) | (1 meeting) | (3 meetings) | (5 meetings) | | A Abrey | Chief Financial Officer | • | • | | | | R Cridland | Non-Executive Director | *********** | • | ••• | •••• | | D McAllan | Non-Executive Director | | | • | | | S Smith | Chief Executive Officer | | • | ••• | •••• | | L van der Broek | Non-Executive Chairman | | • | | •••• | The role of each committee can be found on page 48. ### Corporate governance statement - Board of Directors ### For the year ended 31 December 2024 ### Professional development and training Alex Abrey is a Chartered Certified Accountant. As part of his professional development, he attends relevant courses and maintains his qualification through Continuing Professional Development under the Association of Certified Chartered Accountants. Robin Cridland qualified as a Chartered Accountant with the Institute of Chartered Accountants in England and Wales (ICAEW) in 1992. As part of his professional development, he attends relevant updates and courses through Continuing Professional Development under the ICAEW requirements. Sean Smith has access to online tools and courses and attends industry conferences including the Association of Biocontrol Industry Manufacturers. Lykele van der Broek keeps up-to-date by regularly reading economic and management literature, by being briefed by external advisors on matters such as remuneration and corporate governance, and liaising with consultants who inform the Board of changes in legislation, best practice or public perception. Derek McAllan qualified at KPMG as a Chartered Accountant with the Institute of Chartered Accountants in England and Wales (ICAEW) in 1992. Derek continues to practice with RSM and maintains his professional development attending both RSM and external courses and training in accordance with ICAEW requirements. #### Board skill-set | Director | Product supply chain and management | y
Intellectual
Property | Chemicals
Industry | General
management | Other public
company
(Board level) | Funding | |-----------------|-------------------------------------|-------------------------------|-----------------------|-----------------------|------------------------------------------|---------| | A Abrey | ✓ | · ✓ | · - | ✓ | · ✓ | ✓ | | R Cridland | · 🗸 | ✓ | $\checkmark$ | ✓ | ✓ | ✓ | | D McAllan | - | ,- | - | √ | ✓ | ✓ | | S Smith | ✓ | √ | ✓ | ✓ | - | ✓ | | L van der Broek | : √ | - ' | ✓ | ✓ | ✓ | - | ### Corporate governance statement - Board of Directors ### For the year ended 31 December 2024 ### **External advisors** The Company uses external advisors, where necessary, as follows: | Advisor | Role | |-------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------| | Nominated Advisor
Commercial lawyer
Regulatory lawyer | Provides advice on AIM Compliance Provides advice on legal issues, such as commercial agreements Provides advice on regulatory aspects of the business | #### The Board's Role The Board, under the Chairman's leadership, is responsible for ensuring our long-term success. It informs and approves our strategy and corporate goals and monitors our performance against them. It determines that we have the necessary resources, systems and controls to achieve our objectives, and assesses the culture and standards of behaviour throughout Eden. The Board is also responsible for other critical decisions, including approving strategy, medium term plans and corporate budgets; ensuring we have the right funding; approving material contracts and other third-party arrangements; and reporting to shareholders. The Directors believe that the Board, taken as a whole, has sufficient expertise and a variety of complementary skills for the Company to operate and develop its business satisfactorily for the benefit of the shareholders over the medium to long-term. As the Company grows, the Board will inevitably grow, which will provide an opportunity for the gender imbalance that the Board currently has, to be addressed. ### Internal advisors The Company Secretary is the only internal advisor that the Company currently has. The Company Secretary is responsible for the efficient administration of Eden, particularly with regard to ensuring compliance with statutory and regulatory requirements and for ensuring that decisions of the Board of Directors are implemented. ### Corporate governance statement - Chairman's letter ### For the year ended 31 December 2024 Dear shareholder. The Directors have adopted the principles set out in the Quoted Companies Alliance Governance Code. The Directors have applied these principles, as far as practicable and appropriate for a relatively small public company, as follows: The Board currently comprises two Executive Directors and three Non-Executive Directors. The Board meets regularly to consider strategy, performance and the framework of internal controls. To enable the Board to discharge its duties, all Directors receive appropriate and timely information. Briefing papers are distributed to all Directors in advance of Board meetings. All Directors have access to the advice and services of the Company Secretary and the Chief Financial Officer, who is responsible for ensuring that the Board procedures are followed, and that applicable rules and regulations are complied with. In addition, procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company's expense. The Directors of Eden champion openness and accountability at every level. This involves focusing on how this takes place throughout the Company and on those who act on its behalf. The quality of our governance is evident in the way we conduct business and how we treat our workforce, customers and suppliers. The Board sets the framework of values within which the desired corporate culture can evolve and thrive. Ownership of the values is strengthened by a collaborative approach by both the leadership and the workforce being involved in a two-way process to define the Company's values. Clear messages are given through decisions, strategies and conduct. Directors reinforce values through their own behaviour and decisions. To increase the effectiveness, Executive and Non-Executive Directors have increased visibility. The Board demonstrates ethical leadership and displays the behaviours it expects from others and communicates what it considers to be acceptable business practice, and it considers appropriate behaviours when setting strategy and financial targets. The Company seeks to keep its strategy consistent with its purpose and values and its responsibilities for long-term success and to contribute to wider society. Values are embedded at every level of the organisation and the Board seeks assurance from management that it has effectively embedded the Company's purpose and values in operational policies and practices including aligning incentives, rewards and promotion decisions to values. Values and expected behaviours are reinforced through our recruitment, promotion, reward, performance management and policies, processes and practices. ### Corporate governance statement - Chairman's letter ### For the year ended 31 December 2024 Our reward structures produce appropriate incentives to encourage desired behaviours and responsible and appropriate risk-taking and management consistently communicates values and expected behaviours widely and clearly across the Company and ensures that they are understood by the workforce. Management also encourages suppliers to meet the expected standards of behaviour. Values and expected behaviours include:- Honesty Openness Transparency Respect Adaptability Reliability Recognition Acceptance of challenge Accountability A sense of shared purpose Professionalism, integrity, effectiveness and dynamism The Board is alert to signs of possible cultural problems and recognises that the workforce is a vital source of insight into the culture of the Company. ### Monitoring of effectiveness Monitoring efforts are focused on existing internal capabilities and information:- - Training data - Recruitment, reward and promotion decisions - Use of non-disclosure agreements - Whistleblowing, grievance and 'speak-up' data - Board interaction with senior management and workforce - Health and safety data, including near misses - Promptness of payments to suppliers - Attitudes to regulators, internal audit (if applicable) and employees Areas including human resources, audit and risk, and compliance offer an integrated approach to aid understanding of how behaviours and culture impact performance and offer analysis and advice the Board. The Board identifies areas of good practice and excellence that are used to drive up standards across the business which reinforces the value that a healthy culture adds. Lykele van der Broek Non-Executive Chairman ## Corporate governance statement – Business model and strategy ### For the year ended 31 December 2024 The Company's business model can be found on the Company's website www.edenresearch.com. ### **Key challenges** Our vision is to be the leader in sustainable bioactive products enabled or enhanced by our novel encapsulation and delivery technologies, in crop protection, animal health and consumer products. | Key challenges | We will address these by: | |-------------------------------------------------------|-------------------------------------------------------------------------------------------------| | Stable financial base and revenue growth | | | | Signing further agreements with industry partners to expand commercialisation of our products | | · | Ensuring a well-funded balance sheet | | Product development | Furthering development of the encapsulation technology for new applications | | Growing a diverse product development pipeline | Investing in patents for new market opportunities | | | Building our internal technical resources in terms of capability and capacity | | Geographic expansion Targeting new geographies where | Extending registrations for product authorisation into new territories | | there is a demand for sustainable solutions | Investing in patent protection for our intellectual property in new territories | | | • Identifying suitable industrial partners with access to new geographies and customers | #### Corporate governance statement - QCA Corporate Governance Code ### For the year ended 31 December 2024 In accordance with Aim Rule 26 of the AIM rules for companies, the corporate governance code that the Board of Directors has chosen to apply and benchmark against is The QCA Corporate Governance Code. The Company acknowledges the new QCA Code but notes that it is not required to comply with it yet. However, its adoption is being considered for future periods, notably the period commencing 1 January 2025, which is the first period in which Eden will be required to comply with the new Code. This information is reviewed annually: Last review date March 2025. ### **Published Disclosures:** | Principle
No. | . Principle | Location of disclosure | Disclosure Detail Required | Disclosure
status | Explanation | Link | |------------------|-------------------------------------------------------------------------------------------------|---------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------|----------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------| | 1 | Establish a strategy and
business model which
promote long-term
value for shareholders | ANNUAL
REPORT &
ACCOUNTS
See page
XII.
WEBSITE | DISCLOSURE: Explain the Company's business model and strategy, including key challenges in their execution (and how those will be addressed). | Compliant | The Company seeks to keep its strategy consistent with its purpose and values and its responsibilities for long-term success and to contribute to wider society. | Business model
and strategy | ### Corporate governance statement – QCA Corporate Governance Code | | 2 | Seek to understand and
meet shareholder needs
and expectations | ANNUAL
REPORT &
ACCOUNTS
WEBSITE | DISCLOSURE: Explain the ways in which the Company seeks to engage with shareholders and how successful this has been. This should include information on those responsible for shareholder liaison or specification of the point of contact for such matters. | Compliant | The CEO + CFO communicate regularly with shareholders, investors and analysts, including at our half yearly results roadshows. The full Board is available at the Annual General Meeting (AGM) to communicate with shareholders. | Shareholder
engagement | |--|---|----------------------------------------------------------------------|-------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------| |--|---|----------------------------------------------------------------------|-------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------| ### Corporate governance statement – QCA Corporate Governance Code | 3 | Take into account wider
stakeholder and social
responsibilities and their
implications for long-term
success | WEBSITE | DISCLOSURE: Explain how the business model identifies the key resources and relationships on which the business relies. Explain how the Company obtains feedback from stakeholders and the actions that have been generated as a result of this feedback (e.g. changes to inputs or improvements in products). | Compliant | The Board has identified the main stakeholders in the business and regularly discusses how employees, suppliers and customers and others might be affected by decisions and developments in the business. We constantly strive to enhance our environmental and social credentials. | Stakeholder
engagement
and social
responsibility | |---|--------------------------------------------------------------------------------------------------------------------------|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------| | | | | | | In order to obtain feedback from stakeholders, management meets regularly with them. The Company's website, email footers and business cards all provide contact details of the relevant person at the Company that they can use, should they need to get in touch. | | ### Corporate governance statement – QCA Corporate Governance Code | Effective risk
management | |------------------------------| | management | | | | | | | | | | | | | | | | | | | | | | Board | | composition, | | Board culture, | | dynamics and | | contribution | | | | | | | | | | | | | | | | | | | | | | | | | | | ### Corporate governance statement – QCA Corporate Governance Code | 6 | Ensure that between | ANNUAL | DISCLOSURE: Identify each director. | Compliant | We assess the adequacy of the | Professional | |----|--------------------------|-----------|--------------------------------------------------|-----------|-------------------------------|--------------| | | them the directors have | REPORT & | | | Board's collective skills and | development | | | the necessary up-to-date | ACCOUNTS | Describe the relevant experience, skills and | | experience and Directors' | and training | | | experience, skills and | See pages | personal qualities and capabilities that | | individual development needs | | | ľ | capabilities | 22-23 | each director brings to the board (a simple | | are discussed annually with | | | | | | list of current and past roles is insufficient); | | the Chairman. | | | | | WEBSITE | the statement should demonstrate how | | | | | | | | the board as a whole contains (or will | | | | | | | | contain) the necessary mix of experience, | | | | | | | | skills, personal qualities (including gender | | ٠, | | | | • | | balance) and capabilities to deliver the | | | | | | | | strategy of the company for the benefit of | | | | | | | | the shareholders over the medium to long- | | | | | 1. | | | term. | | | ] | | | | | Explain how each director keeps his/her | | | | | | | | skillset up to date. | | | | | | [ | | Where the board or any committee has | | | | | | | | sought external advice on a significant | | • | | | | | | matter, this must be described and | | · | | | | | | explained. | | | . | | | | ] | Where external advisers to the board or | | • | | | | | | any of its committees have been engaged, | | | | | | | i | explain their role. | | | | | | | ļ | Describe any internal advisory | | | | | | | ] | responsibilities, such as the roles | | | | | | | , | performed by the company secretary and | | | 1 | | | | | the senior independent director, in | | | | | | | | advising and supporting the board. | | | | | | | ļ | | | | | | ſ | 7 | Evaluate board | WEBSITE | DISCLOSURE: Include a high-level | Compliant | The Board regularly considers | Board | |---|---|------------------------|---------|----------------------------------------------|-----------|---------------------------------|-------------| | | | performance based on | | explanation of the board performance | | the effectiveness and | performance | | | | clear and relevant | | effectiveness process. | | relevance of its contributions. | | | 1 | | objectives, seeking | | Where a board performance evaluation | | Any learning and development | | | | | continuous improvement | | has taken place in the year, provide a brief | | needs are reviewed and | ] | | ļ | | | | overview of it, how it was conducted and | | continual improvement | | | | | | | its results and recommendations. Progress | | implemented. | } | | | | | | against previous recommendations should | | | | | | | | | also be addressed. | | | | | | | | | DISCLOSURE: Include a more detailed | | | | | | | | | description of the board performance | | | | | | | | | evaluation process/cycle adopted by the | | | | | | | | | company. This should include a summary | | | | | ļ | | | | of: The criteria against which board, | | | | | | | | | committee, and individual effectiveness is | | | | | | | | | considered; | | + | 3 | | | | | | | | | | | | | | | How evaluation procedures have evolved | | | | | 1 | | • | • | from previous years, the results of the | | | | | ł | | | • | evaluation process and action taken or | | | } | | 1 | | | | planned as a result, and | | | | | | | | | How often board evaluations take place. | • | | | | İ | | | | | | | | | | | | | Explain how the Company approaches | | | | | 1 | | • | | succession planning and the processes by | | | | | 1 | | | | which it determines board and other senior | | | | | 1 | | , | | management appointments, including any | | | | | | | | | links to the board evaluation process. | | | | | L | | | | | | | | ### Corporate governance statement – QCA Corporate Governance Code | 8 | Promote a corporate | ANNUAL | DISCLOSURE: Include in the Chair's | Compliant | The Board sets the framework | Corporate | |-----|--------------------------|------------|--------------------------------------------|-----------|-------------------------------|-----------| | | culture that is based on | REPORT & | corporate governance statement how the | | of values within which the | culture | | | ethical values and | ACCOUNTS | culture is consistent with the Company's | | desired corporate culture can | | | 1 | behaviours | | objectives, strategy and business model in | | evolve and thrive. | | | | | See | the strategic report and with the | | | | | | | Chairman's | description of principal risks and | | Ownership of the values is | | | | | Letter on | uncertainties. | | strengthened by a | , | | | | pages 24 - | | | collaborative approach by | | | | | 25 | The statement should explain what the | | both the leadership and the | | | | | Į. | board does to monitor and promote a | | workforce being involved in a | | | | • | İ | healthy corporate culture and how the | | two-way process to define the | | | 1. | | | board assesses the state of the culture at | | Company's values. | | | | · · | | present. | | | | | | | WEBSITE | | | | | | | | | DISCLOSURE: Explain how the board | | | | | | | İ | ensures that the Company has the means | | | | | | | | to determine that ethical values and | | · | | | | | | behaviours are recognised and respected. | | | ļ | | | | | | | • | | | · . | · | | | | , | | | | | | | | | ļ | | | | | | | | } | | | | | | | | | | | | | | • | | | | | l | | | | | | ### Corporate governance statement – QCA Corporate Governance Code | 9 | Maintain governance | WEBSITE | DISCLOSURE: In addition to the high level | Compliant | The Board is responsible for | Corporate | |----|--------------------------|---------|--------------------------------------------|-----------|------------------------------|------------| | | structures and processes | | explanation of the application of the QCA | | the Company's overall | governance | | | that are fit for purpose | | Code set out in the chair's corporate | | strategic direction and | structure | | | and support good | | governance statement: | | management and for the | | | | decision-making by the | | | | establishment and | | | | board | | Describe the roles and responsibilities of | | maintenance of a framework | | | | | | the chair, chief executive and any other | | of delegated authorities and | | | | | | directors who have specific individual | | controls to ensure the | | | | | | responsibilities or remits (e.g. for | | efficient and effective | | | | | | engagement with shareholders or other | | management of the | | | | | | stakeholder Groups). | | Company's operations. | | | | | | | | | | | | | | Describe the roles of any committees (e.g. | | | | | | | | audit, remuneration and nomination | | | | | | | | committees) setting out any terms of | | · | | | | | | reference and matters reserved by the | | | | | | | | board for its consideration. | | | | | | | | | | | | | | | | Describe which matters are reserved for | | | | | 1. | | | the board. | | | | | | • | | | | | | | | | | Describe any plans for evolution of the | | • | | | | · | 1 | governance framework in line with the | | | | | | | | company's plans for growth. | | | | | | | | | | | | | 10 | Communicate how the | ANNUAL | DISCLOSURE: Describe the work of any | Compliant | The Investors section of our | Audit | |----|-------------------------|----------|----------------------------------------------|-----------|-------------------------------|----------------| | | Company is governed and | REPORT & | board committees undertaken during the | | website includes our results, | committee | | | is performing by | ACCOUNTS | year. | | presentations and | terms of | | | maintaining a dialogue | | Include an audit committee report (or | | communications to | reference | | | with shareholders and | | equivalent report if such committee is not | | shareholders. We release the | | | İ | other relevant | | in place). Include a remuneration | | results of general meetings | Audit | | | stakeholders | | committee report (or equivalent report if | | through a regulatory news | committee | | | | | such committee is not in place). | | services and also on the | report | | | | | | | Regulatory News Section of | | | | · | | If the Company has not published one or | | our website. | Remuneration | | | | | more of the disclosures set out under | | | committee | | | | | Principles 1-9, the omitted disclosures | | | report | | | | | must be identified and the reason for their | | | | | | | | omission explained | | | Remuneration | | İ | | | WEBSITE DISCLOSURE: Disclose the | | | committee | | | | | outcomes of all votes in a clear and | | | terms of | | | | | transparent manner. | | | reference | | | | | Where a significant proportion of votes | | | | | 1 | - | WEBSITE | (e.g. 20% of independent votes) have been | | | AGM Voting | | 1 | | | cast against a resolution at any general | | | outcomes | | 1 | , | | meeting, the company should include, on a | | | | | 1 | | | timely basis, an explanation of what | | | | | | | | actions it intends to take to understand the | | | Annual reports | | İ | | | reasons behind that vote result, and, | | | Notices of | | j | | | where appropriate, any different action it | | | general, | | | | | has taken, or will take, as a result of the | | | meetings | | | | | vote. | | | | | | | | Include historical annual reports and other | | | | | | | | governance-related material, including | | | | Corporate governance statement – QCA Corporate Governance Code | notices of all general meetings over the last five years. | | |-----------------------------------------------------------|--| | | | | | | ### **Remuneration report** ### For the year ended 31 December 2024 #### Introduction The Remuneration Policy for Eden Research plc includes the three main elements of remuneration; salary, cash bonus and equity incentive. The policy is based on market facing structures, precedented in other AIM listed companies. The policy has been prepared for the Executive Directors, however it is intended that the principles should apply to all staff. An important principle is that the elements of remuneration should not overlap (to ensure that an Executive is not rewarded more than once for the same achievement). Salary is a reward for the day-to-day execution of a role (which is documented in a job description). The cash bonus is a reward for the achievement of challenging milestones in a year, such as exceeding revenue and EBITDA targets, or signing new distribution agreements over a certain value, over and above the day-to-day role and linked to significant commercial progress. The equity incentive should deliver value to the Executive in the medium to long term, based on a sustainable increase in the share price over the corresponding period of time, and of a magnitude related to the actual increase in share price, in order to align management's incentive with the interests of shareholders. The Remuneration Committee has absolute discretion in the application of these principles and may make adjustments, where appropriate, and acting reasonably. ### Salary A salary review usually occurs in Q4 each year, to take effect from 1 January in the following year, unless a market adjustment is required at a different time. Generally, salaries are benchmarked and comparable to similar positions in similar sized AIM listed companies in similar industry segments. ### **Cash Bonus** Bonuses are paid to the extent their payment does not shorten the funded runway of the business to less than eighteen months, based upon an up-to-date forecast using reasonable assumptions, as agreed by the Board (the "cash override"). This figure may be adjusted by the Remuneration Committee. The Target bonus levels are a percentage of salary. The Target is generally made up of, and released incrementally by: - the achievement of new commercial partnership deals and other commercial milestones (e.g. regulatory approvals) - the return received on such agreements - meeting or exceeding revenue, EBITDA and earnings targets As the business matures, the balance between deal value, other commercial milestones and revenue / contribution / profit is expected to transition in weighting (i.e. from deals through other milestones towards profit). #### **Remuneration report** ### For the year ended 31 December 2024 Bonus payments are calculated prior to completion of (and included in) the Annual Report and paid out after the Annual Report has been approved by the Board and the auditors. ### **Equity Incentive** Unapproved share option scheme The Company operated an unapproved share option scheme for Executive Directors, senior management and certain employees up to 28 September 2017. Long-Term Incentive Plan ("LTIP") Since September 2017 Eden has operated an option scheme for Executive Directors, senior management and certain employees under a LTIP which allows for certain qualifying grants to be HMRC approved. In 2021, certain changes were made to the LTIP in connection with a financing round completed in 2020, further details of which can be found below. ### **Application of the Policy** #### **Emoluments** Details of the remuneration of those who served as Directors during the year are set out below. | Executive Directors | Base salary
2024
£ | Base salary
2023
£ | |-------------------------|--------------------------|--------------------------| | S Smith | 303,541 | 289,030 | | A Abrey | . 228,042 | 217,100 | | Non-Executive Directors | | | | D McAllan | *26,254 | 0 | | L van der Broek | 45,000 | 45,000 | | R Cridland | 40,000 | 40,000 | | R Horsman | **11,667 | 35,000 | \*D McAllan was appointed on 7 May 2024 and was paid a proportionate amount of the base salary. The changes to the Executive Directors salaries in 2024 were the result of an external benchmarking exercise. The Company operates its annual, discretionary cash bonus scheme for the Executive Directors only. \*\* R Horsman resigned on 31 January 2024. #### Remuneration report ### For the year ended 31 December 2024 For 2024, the target bonus levels and actual bonus achieved for Executive Directors were: Sean Smith (£156,799) Alex Abrey (£117,777) 70% of base salary, achieved 24.50% (£74,368), (2023: 70% of base salary, achieved 54.25% (£55,870), (2023: 70% of base salary, achieved 54.25% (£117,777) The Committee considers that the performance metrics underpinning the annual, discretionary cash bonus scheme are in line with shareholders' reasonable expectations. #### Pensions For the Executive Directors, the Company makes contributions to a defined contribution pension scheme. The Company contributes a maximum of 7% provided that the Director makes a minimum 4% contribution. Below this, the Company contributes the same percentage as the Director. ### Share-based payments The share options granted to individual Directors to date are shown below and include grants made in prior years. #### Non-Executive Directors Non-Executive Directors receive a fee only, with no additional benefits, bonuses or option grants. ### Directors' contracts The Executive Directors have a service contract of indefinite term with a notice period of no more than six months. Non-Executive Directors have Letters of Appointment which are terminable by the Director or the Company with three months' notice. Share option scheme grants ### Long Term Incentive Plan ("LTIP") In 2017, the Company established a LTIP to incentivise the Executives to deliver long-term value creation for shareholders and ensure alignment with shareholder interests. Awards were generally made annually subject to continued service and challenging performance conditions over a three year period. The performance conditions were reviewed on an annual basis to ensure they remained appropriate and were based on increasing shareholder value. Awards were structured as nil cost options with a seven year life after vesting. Other than in exceptional circumstances, awards were up to 100% of salary in any one year and granted subject to achieving challenging performance conditions set at the date of the grant. A percentage of the award vested for "Threshold" performance with full vesting taking place for equalling or exceeding the performance "Target". In between the Threshold and Target there was pro rata vesting. All grants under this scheme have now lapsed. ### **Remuneration report** ### For the year ended 31 December 2024 ### LTIP Plan Update In 2021, the Company made changes to the LTIP in line with the requirements of a fundraise completed in 2020. The new plan was deemed a more appropriate scheme to incentivise management given the Company's stage of development and replaced the scheme used from 2017. Pursuant to the updated plan, in 2021 the Company granted options over 10.5 million new Ordinary Shares, at a strike price of 6p each, in the amounts of 6 million awarded to Sean Smith and 4.5 million awarded to Alex Abrey. The options vested immediately and lapse in three equal tranches in June 2022, June 2023 and June 2024. For the first five years following grant, no shares arising from the exercise of these options may be sold unless the Company's prevailing share price is equal to, or in excess of, 10p. The shares arising from exercise of options are subject to a one-year lock-in restriction, followed by a one-year orderly market restriction. Further details can be found in note 22. ### 2021 Award Also in 2021, the Company made a further grant of options in order to ensure continuity of long-term incentive of options over 7,183,784 new Ordinary Shares in Eden, at a strike price of 10.37p each, in the amounts of 4,102,703 awarded to Sean Smith and 3,081,081 awarded to Alex Abrey. These grants expire on 31 July 2025 and vest as follows: - 1/3 upon grant - 1/3 12 months from the date of grant - 1/3 24 months from the date of grant ### 2023 Award In 2023, the Company made a grant to the Executive Directors in respect of 2022, in order to ensure continuity of long-term incentive, of options over 8,698,909 new Ordinary Shares in Eden at a strike price of 5.05p each, being the 2022 Volume Weighted Average Price, in the amounts of 4,968,000 awarded to Sean Smith and 3,730,909 awarded to Alex Abrey. The Options expire on 31 August 2027 and vest as follows: - 1/3 upon grant - 1/3 12 months from the date of grant - 1/3 24 months from the date of grant ### **Remuneration report** ### For the year ended 31 December 2024 ### 2024 Award During the year, the Company made a grant to the Executive Directors, in order to ensure continuity of long-term incentive, of options over 11,918,901 new Ordinary Shares in Eden at a strike price of 6.5p each, in the amounts of 6,805,852 awarded to Sean Smith and 5,113,049 awarded to Alex Abrey. The Options expire on 30 June 2028 and vest as follows: 1/3 upon grant 1/3 12 months from the date of grant 1/3 24 months from the date of grant ### External benchmarking exercise and 2025 LTIP Towards the end of 2024, the Remuneration Committee engaged an external remuneration consultant to undertake a review of all aspects of the Executive and Non-Executive's remuneration, including a benchmarking exercise. The review concluded that salary, bonus and other elements of remuneration, such as benefits in kind, were in line with current market practice and expectations. However, the report indicated that the Company's LTIP was not in line with current market practice and, as such, the Company has decided to take on board the recommendations of the remuneration advisors, adopting current best practice, by making a change its LTIP structure in respect of the 2025 Award which will be made to the Executives. A summary of the new LTIP structure can be found below: #### **Terms** - Performance share structure, nominal cost options (1p) vesting after three years subject to meeting objective group performance targets covering a three-year period, with minimum share price target - Awards at around 50% of salary for CEO and CFO - Awards vest after 3 years subject to meeting objective 3-year performance targets ### Performance conditions - 50% of grant subject to absolute TSR (total shareholder return share price plus dividends) condition - 50% of grant subject to revenue performance target ### Further terms - Awards have a seven-year life i.e. a four-year exercise window - Following vesting, 50% of awards subject to 6 month holding period At 31 December 2024, the Directors had the following interests in share option schemes: ## Remuneration report ## For the year ended 31 December 2024 | Date from | | Number at 1 January | | • | Number at
31 | |-----------------------|----------|---------------------|----------------|------------------|----------------------| | which Expiry Date | Exercise | 2024 | Granted | Exercised | Lapsed in December | | exercisable | price £ | | in the
year | in the year | the year 2024 | | A J Abrey | | | | | | | 30/06/2021 30/06/2024 | 0.06 | 1,500,000 | _ | _ | 1,500,000 - | | 22/07/2021 31/07/2025 | | 1,027,027 | | _ | - 1,027,027 | | 22/07/2022 31/07/2025 | | 1,027,027 | _ | - | - 1,027,027 | | 22/07/2023 31/07/2025 | | 1,027,027 | - | - | - 1,027,027 | | 30/08/2023 31/08/2027 | | 1,243,636 | _ | - | - 1,243,636 | | 30/08/2024 31/08/2027 | | 1,243,636 | - | _ | - 1,243,636 | | 30/08/2025 31/08/2027 | | 1,243,636 | _ | _ | - 1,243,637 | | 04/07/2024 30/06/2028 | | _,, | 1,704,350 | _ | - 1,704,350 | | 04/07/2024 30/06/2028 | | | 1,704,350 | _ | - 1,704,350 | | 04/07/2024 30/06/2028 | | | 1,704,350 | · - | - 1,704,350 | | ,,,,, | | ٠ | _, _ , , | | _,, | | | | | | | • | | • | | 8,311,989 | 5,113,050 | _ | 1,500,000 11,925,039 | | | | | | • | | | | | | | | | | • | | | | | ÷ | | • | | | • | | • | | S M Smith | | | | | | | 30/06/2021 30/06/2024 | | 2,000,000 | • | - | 2,000,000 - | | 22/07/2021 31/07/2025 | | 1,367,568 | - | - | - 1,367,567 | | 22/07/2022 31/07/2025 | 0.10 | 1,367,568 | - | | - 1,367,568 | | 22/07/2023 31/07/2025 | 0.10 | 1,367,568 | - | - ' | - 1,367,568 | | 30/08/2023 31/08/2027 | 0.05 | 1,656,000 | | ·
- | - 1,656,000 | | 30/08/2024 31/08/2027 | 0.05 | 1,656,000 | - | - | - 1,656,000 | | 30/08/2025 31/08/2027 | 0.05 | 1,656,000 | - | - | - 1,656,000 | | 04/07/2024 30/06/2028 | 0.07 | - | 2,268,617 | | - 2,268,617 | | 04/07/2025 30/06/2028 | 0.07 | • - | 2,268,617 | · · · | - 2,268,617 | | 04/07/2026 30/06/2028 | 0.07 | - | 2,268,617 | - | - 2,268,617 | | | | • | | | | | 1 e | | | | . | . | | | | 11,070,704 | 6,805,851 | · - - | 2,000,000 15,876,555 | Lykele van der Broek Remuneration Committee Chairman ### **Audit Committee Report** ### For the year ended 31 December 2024 #### Introduction On behalf of the Audit Committee, I present this report to shareholders. The purpose of the report is to highlight the areas that the Committee has reviewed and how we have discharged our responsibilities effectively during the year. ### Responsibilities The key responsibility of the Committee is to provide effective governance over the Company's financial reporting to ensure its appropriateness. Under its terms of reference, the Committee is required, amongst other things, to: - monitor the integrity of the financial statements of the Company including the appropriateness of the accounting policies adopted and whether the Annual Report is fair, balanced and understandable; - review, understand and evaluate the effectiveness of the Company's internal controls and risk management systems, particularly, but not exclusively, as they pertain to financial matters; - appraise the Board on how the Company's prospects are assessed; - oversee the relationship with the external auditors, making recommendations to the Board in relation to their appointment, remuneration and terms of engagement; - monitor and review the effectiveness of the external audit including the external auditors' independence, objectivity and effectiveness and to approve the policy on the engagement of the external auditors to supply non-audit services; and - monitor and review the requirement for and activities of (as applicable) internal audit activities in the Company. The Committee's terms of reference can be found on the Company's website www.edenresearch.com. ### **Composition of Committee and meetings** During the year, the Audit Committee was comprised of the Non-Executive Directors; Derek McAllan (appointed 7 May 2024), who is Chairman of the Committee, Robin Cridland, Richard Horsman (resigned 31 January 2024) and Lykele van der Broek. The Chairman of the Committee has recent and relevant financial experience and collectively the members of the Committee have experience of the chemical, agricultural and animal health industries. Details of Committee members' qualifications can be found on page 22. The Audit Committee met three times during the year, and has a rolling agenda linked to the Company's financial calendar. It invites the Chief Executive Officer, the Chief Financial Officer and the external auditors to attend its meetings. The Committee Chairman aims to have an open dialogue with the external auditors and accordingly had discussions with the external audit partner before, during and at the conclusion of the audit without the Executive Directors being present. The Committee has also met since the end of the financial year to consider the results and the Annual Report for the year ended 31 December 2024. ### Main activities during the year Set out below is a summary of the key areas considered by the Committee during the year and up to the date of this report. #### **Audit Committee Report** ### For the year ended 31 December 2024 ### **Financial reporting** During the year, the Audit Committee reviewed reports and information provided by the Chief Financial Officer in respect of the half year and by both the Chief Financial Officer and the external auditors in respect of the annual financial report. An important responsibility of the Audit Committee is to review and agree significant estimates and judgements made by management. To satisfy this responsibility, the Committee reviewed a written formal update from the Chief Financial Officer on such issues at the two meetings that reviewed the half year and year end results, as well as reports from the external auditors in respect of the year end results. The Committee carefully considered the content of these reports in evaluating the significant issues and areas of judgement across the Company. The key areas of review, including those requiring significant judgements to be made, in the year were as follows: - Revenue recognition - Going Concern - Impairment of intangible assets including intellectual property and investments - Management override of controls Other areas reviewed in the year were as follows: - Consolidation - Share based payments - Accruals and provisions - Related party transactions ### Internal control and risk management During the year, the Committee continued to review the effectiveness of the Company's internal control and risk management systems. ### **External audit** During the year, the Audit Committee reviewed and approved the terms of engagement and remuneration of the external auditors for the 2024 financial year. PKF's current engagement partner is Adam Humphreys, and he has been in place since being appointed for the Company's 2022 year end. The Audit Committee annually assesses the qualification, expertise and independence of the auditors and the effectiveness of the audit process. ### **Auditor effectiveness** The effectiveness of the external audit process is dependent on appropriate audit risk identification at the start of the audit cycle. PKF presented its detailed audit plan to the Audit Committee identifying its assessment of these key risks. The Audit Committee's assessment of the effectiveness and quality of the audit process in addressing these key risks is informed by, amongst other things, the reporting from the auditors. In addition, each year, the Audit Committee assesses its performance and the effectiveness of the external auditor in liaison with the Chief Financial Officer. The Committee has so far been satisfied with the performance and the effectiveness of the external auditor. ### **Audit Committee Report** ### For the year ended 31 December 2024 ### **Auditor independence** The Company meets its obligations for maintaining an appropriate relationship with the external auditors through the Audit Committee, whose terms of reference include an obligation to consider and keep under review the degree of work undertaken by the external auditor other than the statutory audit, to ensure the auditor's objectivity and independence is safeguarded. The Audit Committee also considers the period of the auditor's appointment and any considerations of rotation of auditors. In accordance with the relevant regulations pertaining to ethical standards, the Company's external auditor must implement rules and requirements which include that none of their employees working on our audit can hold any shares in Eden. The external auditor is also required to tell the Company about any significant facts and matters that may reasonably be thought to bear on their independence or on the objectivity of the lead partner and the audit team. The lead partner in the audit team must change every five years. For the 2024 financial year end, there was no non-audit work undertaken by the Company's auditors, other than an informal review of the Company's 2024 interim financial statements, and the Committee considers the external auditor to be independent, taking into account the factors described above. ### Internal audit Due to the size of the business, the Company does not have a separate internal audit function. The Company's Risk Management Team takes this into account when deciding how to mitigate risks associated with not having an internal audit function and manages the situation accordingly. Every year the Audit Committee reviews the appropriateness of this arrangement and specifically whether an internal audit function is necessary. The Committee's view remains that an internal audit function is not yet necessary. #### Other activities In respect of 2024, and as part of a continuous process, the Committee assessed the clarity of the financial statements and the need for changes in presentation to enable and assist understanding of users of the accounts as the operations of the Group continue to evolve. During the year, the Committee also worked to its rolling agenda, reviewing areas such as Treasury Policy, Directors' expenses, Disclosures Report, Review of Significant Transactions and also undertook a review of the Company's insurance policies, ensuring relevant, adequate coverage of various risks was in place. ### **Audit Committee Report** ### For the year ended 31 December 2024 ### **Environmental Impact** The Company continues to review its Environmental, Sustainable and Corporate Governance ("ESG") credentials with external advisors. In part, the aim of the review is to better understand the impact that Eden, including its supply chain partners, has on the environment. Derek McAllan Audit Committee Chairman ### **Directors' Report** ### For the year ended 31 December 2024 The Directors present their annual report and financial statements for the year ended 31 December 2024. #### **General information** Eden Research plc ("Eden") is a public limited company incorporated in England and Wales (company number 03071324). The principal activity of the Company is the development and sale of biopesticides. Eden's registered office and its principal place of business is 67c Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RQ, United Kingdom. Eden is the parent and ultimate parent company of the Group. ### Results and dividends The Group's loss for the year after taxation amounted to £1,913,139 (2023: £6,491,936). The Directors are unable to recommend any dividend. ### Research and development An indication of research and development activities is included within the Chief Executive Officer's Report. ### **Future developments** An indication of future developments is included within the Chief Executive Officer's Report. #### Directors The Directors who held office during the year and up to the date of signature of the financial statements were as follows: A Abrey R Cridland R Horsman (Resigned 31 January 2024) D McAllan (Appointed 7 May 2024) S Smith L van der Broek ### **Political donations** The Company did not make any political donations during the year (2023: £nil). ### **Directors' indemnity** Details of Directors' indemnity can be found in the Strategic Report. ### **Financial instruments** Details of Financial instruments can be found in note 30 to the financial statements. ### **Directors' Report** ### For the year ended 31 December 2024 #### **Corporate Governance** The Directors acknowledge the importance of the principles set out in the UK Corporate Governance Code. Although the Corporate Governance Code is not compulsory for AIM quoted companies, the Directors have tried to apply the principles as far as practicable and appropriate for a relatively small public company by following QCA Corporate Governance Code as follows: The Board currently comprises two Executive Directors and three Non-Executive Directors. The Board meets regularly to consider strategy, performance and the framework of internal controls. To enable the Board to discharge its duties, all directors receive appropriate and timely information. Briefing papers are distributed to all Directors in advance of Board meetings. All Directors have access to the advice and services of the Company Secretary and the Chief Financial Officer, who is responsible for ensuring that the Board procedures are followed and that applicable rules and regulations are complied with. In addition, procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company's expense. The Directors have established Audit, Nominations, Remuneration and AIM Compliance Committees. The Audit Committee has Derek McAllan as Chairman and has primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Company is properly measured and reported on and reviewing reports from the Company's auditors relating to the Company's accounting and internal controls, in all cases having due regard to the interests of shareholders. Refer to pages 22 to 23 of the Corporate governance statement for further details. The Audit Committee meets at least twice a year. Lykele van der Broek and Robin Cridland were the other members of the Audit Committee during the year. The Nominations Committee had Lykele van der Broek as Chairman during the year and identifies and nominates for the approval of the Board, candidates to fill Board vacancies as and when they arise. The Nominations Committee meets at least twice a year. Robin Cridland, Richard Horsman (resigned 31 January 2024) and Derek McAllan (appointed 7 May 2024) were the other members of the Nominations Committee during the year. The Remuneration Committee had Lykele van der Broek as Chairman during the year and reviews the performance of the Executive Directors and determines their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of shareholders. The Remuneration Committee meets at least twice a year. Robin Cridland, Richard Horsman (resigned 31 January 2024) and Derek McAllan (appointed 7 May 2024) were the other members of the Remuneration Committee during the year. The AIM Compliance Committee had Lykele van der Broek as Chairman during the year and meets at least once a year with the NOMAD to discuss AIM compliance and related issues. The other members of the committee are Robin Cridland, Richard Horsman (resigned 31 January 2024) and Derek McAllan (appointed 7 May 2024). The Directors comply with Rule 21 of the AIM Rules relating to directors' dealings and there are procedures in place to ensure compliance by the Company's applicable employees. The Company has adopted a share dealing code which is appropriate for an AIM quoted company. The shareholdings of the Directors of the Company are as follows: ### **Directors' Report** ### For the year ended 31 December 2024 | | Total Holdings | % of share capital | |----------------------|----------------|--------------------| | Alex Abrey | 2,821,188 | 0.53% | | Sean Smith | 2,669,144 | 0.50% | | Lykele van der Broek | 2,357,808 | 0.44% | | Derek McAllan | 843,627 | 0.16% | | Robin Cridland | 745,552 | 0.14% | The Company has been notified that the following are substantial shareholders of Eden, each holding more than 3% of the Company's issued share capital, as at 31 December 2024: | Entity | Total Holdings | % of Share Capital | |----------------------------------------|----------------|--------------------| | Hargreaves Lansdown | 56,608,629 | 10.61% | | Gresham House Asset Management Limited | 52,882,786 | 9.92% | | Interactive Investor | 44,756,732 | 8.39% | | Octopus Investments | 41,551,047 | 7.79% | | Canaccord Genuity Wealth Management | 30,201,307 | 5.66% | | Atul Unadkat | 23,486,291 | 4.40% | | Unicorn Asset Management | 23,076,923 | 4.33% | | J M Finn | 22,381,562 | 4.20% | | Rathbones | 21,567,400 | 4.04% | | Amati Global Investors | 16,744,070 | 3.14% | | · | • | | ### Streamlined Energy and Carbon Reporting ("SECR") The UK government's SECR policy was implemented on 1 April 2019, when the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 came into force. The regulations require that quoted companies and large unquoted companies that have consumed more than 40,000 kilowatt-hours (kWh) of energy in the reporting period must include energy and carbon information within their Directors' report. The Company is not currently required to report under SECR. The Company will comply with applicable reporting obligations in line with the SECR regulations as they become applicable. The Board is conscious of its corporate governance responsibilities and ensures appropriate financial reporting and disclosures. As such, the Board is keeping in mind the SECR requirements to ensure adequate disclosure when applicable. ### **Directors' remuneration** For details of Directors' remuneration, please see note 7 to the financial statements. ### **Suppliers** The Company agrees terms and conditions for business transactions with its suppliers. Payment is then made on these terms, subject to the terms and conditions being met by the supplier. #### **Directors' Report** ### For the year ended 31 December 2024 ### Directors' responsibility statement The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under the AIM Rules of the London Stock Exchange they are required to prepare the Group and Company financial statements in accordance with UK-adopted international accounting standards. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the Group's profit or loss for that period. In preparing each of the Group and Company financial statements, the Directors are required to: - select suitable accounting policies and then apply them consistently; - make judgements and estimates that are reasonable, relevant and reliable; - state whether they have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report and a Directors' Report that complies with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Company is compliant with AIM Rule 26 regarding the Company's website. ### **Directors' Report** ### For the year ended 31 December 2024 ### Statement as to disclosure information to auditors Each Director in office at the date of approval of this annual report confirms that: - so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and - the Director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006. ### **Auditor** In accordance with Section 489 of the Companies Act 2006, a resolution for the appointment of PKF as auditor of the Company is to be proposed at the forthcoming Annual General Meeting. Stypenant of the goard Director 2 May 2025 ### Independent Auditor's Report to the members of Eden Research plc #### **Opinion** We have audited the financial statements of Eden Research Plc (the 'Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated and Company Statements of Changes in Equity, the Consolidated and Company Statements 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 and as regards the Company financial statements, as applied in accordance with the provisions of the Companies Act 2006. ### In our opinion: - the financial statements give a true and fair view of the state of the Group's and of the Company's affairs as at 31 December 2024 and of the Group's loss for the year then ended; - the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; - the Company financial statements have been properly prepared in accordance with UK-adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and - the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. #### **Basis for opinion** We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 as applied to listed entities, 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. Our evaluation of the directors' assessment of the Group's and Company's ability to continue to adopt the going concern basis of accounting included: - consideration of the Group's objectives, policies and processes in managing its working capital as well as exposure to financial, credit and liquidity risks; - reviewing management's forecast covering the period to 31 December 2026 and discussing with management the future plans and availability of funding; - reviewing the cash flow forecast to ensure mathematical accuracy; - reviewing management's historic forecasting accuracy by reviewing historic budgets to actual performance; - obtaining corroborative and contradictory documentation for the key assumptions and estimates used in the cashflow forecast and challenging the reasonableness of these with management; - performing sensitivity analysis on the cash flow forecasts prepared by management, and assessing management's assessment of the worst case scenario and cash flows; - reviewing performance of the Group subsequent to the year end and other events impacting the going concern assumption; and - reviewing the adequacy and completeness of disclosures in the financial statements. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or 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. ### Independent Auditor's Report to the members of Eden Research plc #### Our application of materiality The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. We also determine a level of performance materiality which we use to assess the extent of testing needed to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole. Materiality for the Group financial statements was set at £230,000 (2023: £244,000). This was calculated based on 1.5% of gross assets which we determined to be the principal benchmark relevant to stakeholders in assessing the financial performance of the Group, given that the key focus of the Group is to develop and commercialise products for sale. The ongoing performance of the Group is dependent on the success of these developed products held as intangible assets. Materiality for the significant component of the Group, being the Company, was £218,000 (2023: £240,000) based on 1.5% of gross assets of the component and capped below Group materiality. Performance materiality for the Group and Company financial statements was set at £138,000 (2023: £146,400) and £131,000 (2023: £144,000) respectively, being 60% of materiality for the financial statements as a whole. In determining performance materiality, we considered the following factors: - our cumulative knowledge of the Group and its environment, including industry specific trends; - the change in the level of judgement required in respect of the key accounting estimates; - · significant transactions during the year; - · the stability in key management personnel; and - the level of misstatements identified in prior periods. We agreed to report to those charged with governance all corrected and uncorrected misstatements we identified through our audit with a value in excess of £11,000 (2023: £12,200) and for the Company a value in excess of £10,000 (2023: £12,000). We also agreed to report any other audit misstatements below that threshold that we believe warranted reporting on qualitative grounds. We applied the concept of materiality in planning and performing our audit and in evaluating the effect of misstatement. No significant changes have come to light during the audit which required a revision to our materiality for the financial statements as a whole. #### Our approach to the audit Our audit was risk based and was designed to focus our efforts on the areas at greatest risk of material misstatement, aspects subject to significant management judgement as well as greatest complexity, risk and size. The Group includes the Company and its subsidiaries, TerpeneTech Limited ('TT Ireland') and Eden Research Europe Limited ('Eden Ireland'). The Company and TT Ireland were trading entities, whilst Eden Ireland was dormant during the year. The scope of our audit was based on the significance of component's operations and materiality. Each component was assessed as to whether they were significant or not to the Group by either their size or risk. The Company was identified as the only significant component due to its size and identified risks. As a result, a full scope audit of the Company was carried out by us as the Group auditor. TT Ireland and Eden Ireland were not material to the Group financial statements and therefore Group analytical procedures were performed in respect of these entities. ### Independent Auditor's Report to the members of Eden Research plc In designing our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas involving significant accounting estimates and judgements by the directors and considered future events that are inherently uncertain. These areas of estimate and judgement included: - The capitalisation and carrying value of the intangible assets; - The useful-life of intangible assets; - The carrying value of investments; - Revenue recognition: - Going concern; and - The fair value of share based payments. We also addressed the risk of management override of controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. The Group's and Company's accounting function is based in the United Kingdom and the audit was performed by our team in London with regular contact maintained with the Group and Company throughout. ### **Key audit matters** Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. ### **Key Audit Matter** ## Capitalisation and recoverability of the carrying value of intangible assets (Note 12) As at 31 December 2024, the carrying value of intangible assets was £6.9m (2023: £4.7m). These intangible assets comprise of licences, intellectual property and capitalised product development costs. The increase in the year relates to the capitalisation of further development of products and costs spent on regulatory approvals. The carrying value of the assets is required to be periodically assessed for impairment. The assessment and calculation of recoverable amount requires significant judgement and estimation, including allocating costs to cash generating units and the future revenue to be generated, which may involve management bias. There were additions to the balance in the year, capitalised in accordance with IAS 38 *Intangible Assets*. There is a risk that additions are not eligible for capitalisation and that the carrying value is misstated. Due to the above and the fact that intangibles are a material balance in the financial statements, the ### How our scope addressed this matter Our work in this area included: - Confirming our understanding of management's process and controls in relation to capitalisation and their impairment assessment of the intangible assets, including a separate assessment of the different cash generating units ("CGUs"); - Testing ownership of the assets within the CGUs by agreeing to underlying documentation, including verifying the validity of patents and good standing over the other assets held; - Testing additions during the year to supporting documentation assessing the point and eligibility of capitalisation in line with IAS 38 criteria; - Obtaining management's formal assessment in relation to impairment and performing procedures to determine the mathematical accuracy, reasonableness and sensitivity of estimates and judgements used. The assessment included reviewing the methodology and assumptions made for consistency with the prior year; ### Independent Auditor's Report to the members of Eden Research plc capitalisation and valuation of the intangible assets are considered to be a key audit matter. - Assessing the historical accuracy of management's forecast and growth rates; - Understanding the basis of the discount rate applied and ensuring this has been appropriately riskadjusted; - Challenging the key assumptions used and obtaining supporting and contradicting evidence to assess the reasonableness of these assumptions; and - Reviewing the disclosures in the financial statements to ensure reasonable and in accordance with the relevant accounting standards. As outlined in Note 12, management's base case discounted cashflow model only forecasts cashflows to 31 December 2030. Under this scenario, there is minimal headroom over the carrying value of the intangible assets. No impairment has been recognised as management expect that economic benefit will continue to be generated subsequent to that date. Other qualitative factors have also been used to support the ongoing carrying value of the asset including the regulatory approvals obtained, market value of the Group and the year on year sales growth. Management intend to regularly review the position to assess if the intangible assets require further impairment and will review the forecast period in future impairment assessments. ### 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 Group and Company 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. ### Independent Auditor's Report to the members of Eden Research plc #### Matters on which we are required to report by exception In the light of the knowledge and understanding of the Group and the 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 Company, or returns adequate for our audit have not been received from branches not visited by us; or - the Company financial statements are not in agreement with the accounting records and returns; or - · certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit. ### Responsibilities of directors As explained more fully in the directors' responsibility statement, the directors are responsible for the preparation of the Group and Company 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 Group and Company financial statements, the directors are responsible for assessing the Group and 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 Group or the Company or to cease operations, or have no realistic alternative but to do so. ### Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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: - We updated our understanding of the Group, the Company and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, industry research and\nexperience of the sector or similar sectors. We also selected a specific audit team with experience of auditing\nentities facing similar audit and business risks. - We determined the principal laws and regulations relevant to the Group in this regard to be those arising from: - AIM Rules for Companies; - UK-adopted international accounting standards; - UK Companies Act 2006; - UK Employment Laws and Health and Safety Regulations; - UK Tax Laws; - Local Plant Protection Regulations and Patent Laws; - General Data Protection Regulations; - Anti-Bribery Act; and - Anti-Money Laundering Regulations. ### Independent Auditor's Report to the members of Eden Research plc - We designed our audit procedures to ensure the audit considered whether there were any indications of non-compliance by the Group with those laws and regulations. These procedures included, but were not limited to: - enquiries of management; - reviewing the board minutes and RNS announcements; and - reviewing the nature of legal and professional fees incurred in the year to assess for any evidence of noncompliance with laws and regulations. - We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, whether key management judgements could include management bias. Key management judgements identified included: - o The capitalisation and carrying value of the intangible assets; - o The useful-life of intangible assets; - The carrying value of investments; - o Revenue recognition - o Going concern; and - o The fair value of share based payments. We addressed these areas by challenging management's estimates/judgements and designing audit procedures to either recalculate the balance or review management's workings agreeing key assumptions to supporting document and sensitising to assess the reasonableness of the inputs used. - As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures, which included, but were not limited to testing of journals, reviewing key accounting judgement and estimates for evidence of bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. - Compliance with laws and regulations as the subsidiary level was ensured through enquiry of management, review of the subsidiary ledgers and correspondence for any evidence of instances of non-compliance. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. #### Use of our report This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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. Adam Humphreys (Senior Statutory Auditor) For and on behalf of PKF Littlejohn LLP Statutory Auditor 2 May 2025 15 Westferry Circus Canary Wharf London E14 4HD Eden Research plc Consolidated statement of comprehensive income ## For the year ended 31 December 2024 | | • | | | | |--------------------------------------------------------------------|-------|-------------|-------------|--| | | Notes | 2024
£ | 2023
£ | | | Revenue | 4 | 4,302,603 | 3,192,027 | | | Cost of sales | | (2,430,433) | (1,426,547) | | | Gross profit | | 1,872,170 | 1,765,480 | | | Other operating income | | 20,866 | 20,689 | | | Amortisation of intangible assets | 12 | (364,319) | (418,651) | | | Administrative expenses | | (3,510,068) | (2,997,633) | | | Share-based payments | 22 | (204,928) | (236,576) | | | Operating loss | 5 | (2,186,279) | (1,866,691) | | | Interest income | 8 | 110,483 | 34,014 | | | Finance costs | 9 | (10,642) | (17,207) | | | Foreign exchange (losses)/gains | 9 | (95,988) | (68,802) | | | Impairment of intangible assets | 12 | (33)333) | (4,968,529) | | | Share of profit/(loss) of equity accounted Investee, net of tax | 15 | 2,279 | (33,047) | | | Loss before taxation | | (2,180,147) | (6,920,262) | | | Income tax credit | 10 | 267,008 | 428,326 | | | Loss and total comprehensive loss for the year | | (1,913,139) | (6,491,936) | | | Loss and total comprehensive loss for the year is attributable to: | | | | | | - Owners of the Parent Company | | (1,906,591) | (6,494,249) | | | - Non-controlling interests | | (6,548) | 2,313 | | | | | (1,913,139) | (6,491,936) | | | Loss per share | 11 | | | | | Basic | | (0.36p) | (1.54p) | | | Diluted | | (0.36p) | (1.54p) | | The income statement has been prepared on the basis that all operations are continuing operations. The accompanying notes from page 71 to 131 form an integral part of these financial statements. Eden Research plc ## Consolidated statement of financial position ### As at 31 December 2024 | | Notes | 2024
£ | 2023
£ | |-------------------------------|-------|------------|------------| | Non-current assets | | | | | Intangible assets | 12 | 6,886,546 | 4,710,511 | | Property, plant and equipment | 13 | 183,595 | 230,091 | | Right-of-use assets | 14 | 138,706 | 212,437 | | Investments | 15 | 299,476 | 297,197 | | | | 7,508,323 | 5,450,236 | | Current assets | | | | | Inventories | 17 | 532,650 | 964,552 | | Trade and other receivables | 18 | 3,105,842 | 2,449,623 | | Current tax recoverable | 10 | 584,209 | 317,201 | | Cash and cash equivalents | | 3,674,796 | 7,413,107 | | | | 7,897,497 | 11,144,483 | | Current liabilities | | | | | Trade and other payables | 19 | 3,399,502 | 2,819,153 | | Lease liabilities | 20 | 109,039 | 142,849 | | | | 3,508,541 | 2,962,002 | | Net current assets | | 4,388,956 | 8,182,481 | | Non-current liabilities | | | • • | | Lease liabilities | 20 | 59,693 | 86,920 | | | | 59,693 | 86,920 | | Net assets | • | 11,837,586 | 13,545,797 | ### Consolidated statement of financial position (continued) ### As at 31 December 2024 | | Notes | 2024
£ | 2023
£ | |--------------------------|-------|------------|------------| | Equity | | | | | Called up share capital | 23 | 5,333,529 | 5,333,529 | | Share premium account | 24 | 6,413,652 | 6,413,652 | | Warrant reserve | 25 | 790,154 | 758,234 | | Merger reserve | 26 | -
- | - | | Retained earnings | | (720,016) | 1,013,567 | | Non-controlling interest | 27 | 20,267 | 26,815 | | Total equity | | 11,837,586 | 13,545,797 | | • | | | | The accompanying notes from page 71 to 131 form an integral part of these financial statements. The financial statements were approved by the Board of Directors and authorised for issue on 2 May 2025 and are signed on its behalf by: Sean Smith Director Eden Research plc ## Company statement of financial position ## As at 31 December 2024 | | • | | 2024 | 2023 | |-------------------------------|---|-------|------------|------------| | | | Notes | £ | £ | | Non-current assets | | | | | | Intangible assets | | 12 | 6,820,163 | 4,630,856 | | Property, plant and equipment | | 13 | 183,595 | 230,091 | | Right-of-use assets | | 14 | 138,706 | 212,437 | | Investments | | 15 | 299,476 | 297,197 | | | | ė. | 7,441,940 | 5,370,581 | | Current assets | | | | | | Inventories | | 17 | 532,650 | 964,552 | | Trade and other receivables | | 18 | 3,215,693 | 2,559,651 | | Current tax recoverable | | 10 | 584,209 | 317,201 | | Cash and cash equivalents | | | 3,674,796 | 7,413,107 | | | | | 8,007,348 | 11,254,511 | | Current liabilities | | | | | | Trade and other payables | | 19 | 3,399,502 | 2,819,153 | | Lease liabilities | | 20 | 109,039 | 142,849 | | • | | | 3,508,541 | 2,962,002 | | Net current assets | | | 4,498,807 | 8,292,509 | | Non-current liabilities | | • • • | | | | Lease liabilities | | 20 | 59,693 | 86,920 | | | | | 59,693 | 86,920 | | Net assets | | | 11,881,054 | 13,576,170 | ### **Company statement of financial position (continued)** ### As at 31 December 2024 | · | | | | |-------------------------|-------|------------|------------| | | Notes | 2024
£ | 2023
£ | | Equity | | | | | Called up share capital | 23 | 5,333,529 | 5,333,529 | | Share premium account | 24 | 6,413,652 | 6,413,652 | | Warrant reserve | 25 | 790,154 | 758,234 | | Merger reserve | 26 | | - | | Retained earnings | | (656,281) | 1,070,755 | | Total equity | | 11,881,054 | 13,576,170 | | | | | | The accompanying notes from page 71 to 131 form an integral part of these financial statements. As permitted by s408 Companies Act 2006, the Company has not presented its own income statement and related notes. The Company's loss for the year was £1,900,044 (2023: loss of £6,496,561). The financial statements were approved by the Board of Directors and authorised for issue on 2 May 2025 and are signed on its behalf by: **Sean Smith** Director Company Registration No. 03071324 Eden Research plc ### Consolidated statement of changes in equity ### As at 31 December 2024 | | S | Share Capital | Share
premium
account | Merger
reserve | Warrant
reserve | Retained
earnings | Total | Non-
controlling
interest | Total | |-------------------------------------------------------|-------|---------------|-----------------------------|-------------------|--------------------|----------------------|-------------|---------------------------------|-------------| | | Notes | £ | £ | £ | £ | £ | £ | £ | £ | | Balance at 1 January 2023 | | 3,808,589 | 39,308,529 | 10,209,673 | 701,065 | (43,309,440) | 10,718,416 | 24,502 | 10,742,918 | | Year ended 31 December 2023: | | | | | | | | | | | Loss and total comprehensive loss | | - | - | - | • | (6,494,249) | (6,494,249) | 2,313 | (6,491,936) | | Transactions with owners in their capacity as owners: | | | | | | | | | | | Issue of share capital – net of costs | 23/24 | 1,524,940 | 7,533,299 | - | - | - | 9,058,239 | - | 9,058,239 | | Capital reduction | 24 | - | (40,428,176) | - | - | 40,428,176 | - | - | - | | Transfer of merger reserve | 26 | - | - | (10,209,673) | - | 10,209,673 | - | - | - | | Options granted | 22 | - | - | - | 236,576 | | 236,576 | - | 236,576 | | Options lapsed | 22 | | - | - | (179,407) | 179,407 | • | - | • - | | Balance at 31 December 2023 | _ | 5,333,529 | 6,413,652 | | 758,234 | 1,013,567 | 13,518,982 | 26,815 | 13,545,797 | Eden Research plc ### Consolidated statement of changes in equity (continued) As at 31 December 2024 | | s | hare Capital | Share
premium
account | Merger
reserve | Warrant
reserve | Retained
earnings | Total | Non-
controlling
interest | Total | |-------------------------------------------------------|-------|--------------|-----------------------------|-------------------|--------------------|----------------------|-------------|---------------------------------|-------------| | | Notes | £ | £ | £ | £ | £ | £ | £ | £ | | Balance at 1 January 2024 | | 5,333,529 | 6,413,652 | - | 758,234 | 1,013,567 | 13,518,982 | 26,815 | 13,545,797 | | Year ended 31 December 2024: | | | | | | | | | | | Loss and total comprehensive loss | | | | | | | | • | | | Transactions with owners in their capacity as owners: | | • | • | • | - | (1,906,591) | (1,906,591) | (6,548) | (1,913,139) | | Options lapsed | 22 | - | - | - | (173,008) | 173,008 | - | • | - | | Options granted | 22 | - | • - | - | 204,928 | - | 204,928 | - | 204,928 | | Balance at 31 December 2024 | | 5,333,529 | 6,413,652 | - | 790,154 | (720,016) | 11,817,319 | 20,267 | 11,837,586 | The accompanying notes from page 71 to 131 form an integral part of these financial statements. ### Company statement of changes in equity ### As at 31 December 2024 | | | Share Capital | Share
premium
account | Merger
reserve | Warrant
reserve | Retained
earnings | Total | |----------------------------------------------------|-------|---------------|-----------------------------|-------------------|--------------------|----------------------|-------------| | | Notes | £ | £ | £ | £ | £ | £ | | Balance at 1 January 2023 | | 3,808,589 | 39,308,529 | 10,209,673 | 701,065 | (43,249,940) | 10,777,916 | | Year ended 31 December 2023: | | • | | | | | | | Loss and total comprehensive loss | | - | - | - | - | (6,496,561) | (6,496,561) | | Transactions with owners in their capac as owners: | ity | | | | | | | | Issue of share capital – net of costs | 23/24 | 1,524,940 | 7,533,299 | - | - | - | 9,058,239 | | Capital reduction | 24 | | (40,428,176) | | - | 40,428,176 | - | | Transfer of merger reserve | 26 | - | | (10,209,673) | - | 10,209,673 | - | | Options granted | 22 | - | - | - | 236,576 | - | 236,576 | | Options lapsed | . 22 | · - | ٠ - | | (179,407) | 179,407 | - | | Balance at 31 December 2023 | | 5,333,529 | 6,413,652 | | 758,234 | 1,070,755 | 13,576,170 | ### Company statement of changes in equity (continued) ### As at 31 December 2024 | | Notes | Share Capital | Share
premium
account
£ | Merger
reserve
£ | Warrant
reserve
£ | Retained
earnings
£ | Total | |-------------------------------------------------------|-------|---------------|----------------------------------|------------------------|-------------------------|---------------------------|-------------| | Balance at 1 January 2024 | | 5,333,529 | 6,413,652 | - | 758,234 | 1,070,755 | 13,576,170 | | Year ended 31 December 2024: | | | | | | | | | Loss and total comprehensive loss | | | | | | | | | Transactions with owners in their capacity as owners: | | - | , - | - | - | (1,900,044) | (1,900,044) | | Options lapsed | 22 | - | - | - | (173,008) | 173,008 | - | | Options granted | 22 | | | | 204,928 | | 204,928 | | Balance at 31 December 2024 | | 5,333,529 | 6,413,652 | - | 790,154 | (656,281) | 11,881,054 | The accompanying notes from page 71 to 131 form an integral part of these financial statements. Eden Research plc ### Consolidated statement of cash flows | | | | 2024 | | 2023 | |--------------------------------------------------------|-------|---------------|-------------|-------------|-------------| | | Notes | · £ | £ | £ | £ | | Cash flow from operating activities | | | | | | | Cash absorbed by operations | 31 | | (1,008,569) | | (2,130,252) | | R&D tax credit received | | • | - | | 434,841 | | Net cash outflow from operating activities | | | (1,008,569) | | (1,695,411) | | | | • | | | | | Investing activities | | | • | | | | Development of intangible assets | 12 | (2,540,060) | • | (1,650,465) | | | Purchase of property, plant and equipment | 13 | (48,649) | | (102,391) | | | Interest received | 8 | 110,483 | | 34,014 | | | Net cash used in investing activities | | | (2,478,226) | | (1,718,842) | | | | | | • | | | Financing activities | | | | | | | ssue of share capital – net of costs | 23 | · · · · · · · | • | 9,058,239 | | | Payment of lease liabilities | 20 | (145,796) | | (139,539) | | | Interest on lease liabilities | 20 | (9,732) | | (17,009) | | | Net cash generated from/(used in) financing activities | | | (155,528) | | 8,901,690 | | | | | | | | | Net increase/(decrease) in cash and cash equivalents | | | (3,642,323) | | 5,487,437 | | Cash and cash equivalents at
beginning of year | | | 7,413,107 | | 1,994,472 | | Effect of foreign exchange rates | | | (95,988) | | (68,802) | | Cash and cash equivalents at end of year | | | 3,674,796 | | 7,413,107 | | Relating to: | | • | | | | | Bank balances | • | | 3,674,796 | | 7,413,107 | ## Consolidated statement of cash flows (continued) For the year ended 31 December 2024 ### Non-cash movement on account of financing activities: ### Note - 14 Right of use asset additions of £63,605 (2023: £14,963). - 22 Share-based payment charge of £204,928 (2023: £236,576). The accompanying notes from page 71 to 131 form an integral part of these financial statements. Eden Research plc ## Company statement of cash flows | | | | 2024 | | 2023 | |--------------------------------------------------------|-------|-------------|-------------|-------------|-------------| | | Notes | £ | £ | £ | £ | | Cash flow from operating activities | | | | | | | Cash absorbed by operations | 31 | | (1,008,569) | | (2,130,252) | | R&D tax credit received | | | | | 434,841 | | Net cash outflow from operating activities | | | (1,008,569) | | (1,695,411) | | Investing activities | | | | | · | | Development of intangible assets | 12 | (2,540,060) | | (1,650,465) | | | Purchase of property, plant and equipment | 13 | (48,649) | | (102,391) | | | Interest received | 8 | 110,483 | | 34,014 | | | Net cash used in investing activities | | | (2,478,226) | | (1,718,842) | | | | | | | | | Financing activities | | | | | | | Issue of share capital – net of costs | 23 | · - | | 9,058,239 | | | Payment of lease liabilities | 20 | (145,796) | | (139,539) | | | Interest on lease liabilities | 20 | (9,732) | | (17,009) | | | Net cash generated from/(used in) financing activities | • | | (155,528) | | 8,901,690 | | | | | · · | | • | | Net increase/(decrease) in cash and cash equivalents | | | (3,642,323) | | 5,487,437 | | Cash and cash equivalents at beginning of year | | | 7,413,107 | | 1,994,472 | | Effect of foreign exchange rates | | | (95,988) | | (68,802) | | Cash and cash equivalents at end of year | | • | 3,674,796 | | 7,413,107 | | Relating to: | | | | | | | Bank balances | | | 3,674,796 | | 7,413,107 | ### Company statement of cash flows (continued) ### For the year ended 31 December 2024 ### Non-cash movement on account of financing activities: - 14 Right of use asset additions of £63,605 (2023: £14,963). - 22 Share-based payment charge of £204,928 (2023: £236,576). The accompanying notes from page 71 to 131 form an integral part of these financial statements. ### Notes to the Group financial statements ### For the year ended 31 December 2024 ### 1 Accounting policies ### **Company information** Eden Research plc (the "Company") is a public company limited by shares incorporated in England and Wales. The registered office is 67c Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RQ. The Group is defined as, and consists of, Eden Research plc, its subsidiaries, TerpeneTech Limited (Ireland), Eden Research Europe Limited (Ireland) (see note 16) and its associate company, TerpeneTech Limited (UK) (see note 15). The Group and Company's principal activities and nature of its operations are disclosed in the Directors' report. ### 1.1 Accounting convention The Group and Company financial statements have been prepared in accordance with UK-adopted international accounting standards ("IFRS') and as applied in accordance with the provisions of the Companies Act 2006. The financial statements are prepared in pound sterling, which is the functional currency of the Group and Company. Monetary amounts in these financial statements are rounded to the nearest £ unless otherwise stated. The financial statements have been prepared on the historical cost basis, except for the re-measurement of certain financial instruments that are measured at fair value at the end of each reporting period. The principal accounting policies adopted are set out below. The Company applies accounting policies consistent with those applied by the Group except where specified within the accounting policies disclosed below. See note 2 for further information on changes to standards adopted during the year and standards that have been issued but are not yet effective at the year end. The preparation of the Group and Company financial statements involves making accounting estimates and assumptions concerning the future. The critical accounting estimates and assumptions that have a significant risk to the carrying amounts of assets and liabilities within the next financial year are discussed in note 3. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 1 Accounting policies (continued) ### 1.2 Basis of consolidation The consolidated financial statements consolidate the financial statements of the Company and its subsidiary undertakings up to 31 December each year. The profits and losses of the Company and its subsidiary undertakings are consolidated from the date from which control is achieved. All members of the Group have the same reporting period. Subsidiary undertakings are entities controlled by the Company. The Company controls an entity when it is exposed to, or has the right to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. ### **Associates** Associates are those entities in which the Company has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Company holds between 20 and 50 percent of the voting power of another entity, or where the Company has a lower interest but the right to appoint a director. The Company acquired 29.9% of TerpeneTech Limited ("TerpeneTech (UK)") during 2015; TerpeneTech (UK) is an associated undertaking. ### Application of the equity method to associates The investment in TerpeneTech (UK) is accounted for using the equity method. The investment was initially recognised at cost. The Company's investment includes goodwill identified on acquisition, net of any accumulated impairment losses and any separable intangible assets. The financial statements include the Company's share of the total comprehensive income and equity movements of TerpeneTech (UK), from the date that significant influence commenced. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 1 Accounting policies (continued) ### 1.3 Going concern The Directors have, at the time of approving the financial statements, a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for at least 12 months from the approval of the financial statements. Thus, the financial statements have been prepared on a going concern basis which contemplates the realisation of assets and the settlement of liabilities in the ordinary course of business. The Group has reported a loss for the year after taxation of £1,913,139 (2023: £6,491,936). Net current assets at that date amounted to £4,388,956 (2023: £8,182,481). Cash at that date amounted to £3,674,796 (2023: £7,413,107). The Company has reported a loss for the year after taxation of £1,900,044 (2023: £6,496,561). Net current assets at that date amounted to £4,498,807 (2023: £8,292,509). Cash at that date amounted to £3,674,796 (2023: £7,413,107). Net cash outflow from operating activities for the Group was £1,008,569 (2023: £1,695,411) and net cash used in investing activities was £2,478,226 (2023: £1,718,842). The Directors have prepared budgets and projected cash flow forecasts, based on forecast sales provided by the Group's distributors where available, for a period of at least 12 months from the date of approval of the financial statements and they consider that the Group and Company will be able to operate with the cash resources that are available to it for this period. The forecasts adopted include revenue derived from existing contracts as well as expected new contracts in respect of products not yet available for use. The Group has relatively low fixed running costs, as production is undertaken through toll manufacturers, and the Directors have previously demonstrated ability and willingness to delay certain costs, such as research and development expenditure, where required and are willing and able to delay costs in the forecast period should the need arise. A positive cash balance is forecasted to be maintained in this base scenario throughout the entire forecast period. The Directors have also considered a downside scenario which includes reductions to revenue derived from existing contracts as well as elimination of revenue from products not yet available for use offset by mitigations around research and development expenditure as well as some reductions in expansionary overheads. Under this scenario, a positive cash balance would be maintained over the forecast period. Consequently, the Directors are confident that the Group and Company will have sufficient funds to continue to meet their liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis. The Group's achievement of long-term positive cash generation is reliant on the completion of ongoing product development and successful initial approval and registration of these products with various regulatory bodies, as well as the registration of existing products in new territories. Notes to the Group financial statements (continued) For the year ended 31 December 2024 ### 1 Accounting policies (continued) ### 1.3 Going concern (continued) The Group has planned its cashflows taking into account its current cash availability and is satisfied that it can continue for the foreseeable future, albeit with careful management of the levels of investment in the short term, depending on the positive outcome and/or timing of certain commercial and regulatory events. However, given the plethora of opportunities and strong interest that the Group is presented with, the Board of the Company may seek to invest to a greater extent than it is currently able to and to expedite the commercialisation of its product portfolio. To that end, the Board continues to assess all funding and commercial opportunities, taking into account commercial and market conditions. #### 1.4 Revenue Revenue received by the Group is recognised net of any taxes and in accordance with IFRS 15. Policies for each significant revenue stream are as follows: ### Milestone payments The Group receives milestone payments from other commercial arrangements, including any fees it has charged to partners for rights granted in respect of distribution agreements. These agreements are bespoke, and any such revenue is specific to the particular agreement. Consequently, for each such agreement, the nature of the underlying performance obligations is assessed in order to determine whether revenue should be recognised at a point in time or over time. Revenue is then recognised based on the above assessment upon satisfaction of the performance obligation. The Corteva agreement entered into in 2021 included milestone payments of £141,293 received in 2021, a further £164,148 in 2022 and £195,884 in 2023. In 2024, a milestone payment of £450,904 was recorded in the year. These milestone payments were assessed to relate to a performance obligation being satisfied at a point in time. The second performance obligation relates to product sales and will be accounted for in line with the product sales policy disclosed below once the commercial sales have commenced. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 1 Accounting policies (continued) ### 1.4 Revenue (continued) ### Milestone payments (continued) Upfront and annual payments made by customers at commencement and for renewal of distribution and other agreements are recognised in accordance with the terms of the agreement. Where there is no ongoing obligation on the Group under the agreement, the payment is recognised in full in the period in which it is made. Where there is an ongoing obligation on the Group, the separate performance obligations under the agreement are identified and revenue allocated to each performance obligation. Revenue is then recognised when a corresponding performance obligation has been met. ### **R&D** charges The Group sometimes charges its partners for R&D costs that it has incurred which usually relate to specific projects and which it has incurred through a third party. Upon agreement with a partner, or if a specific milestone is met, then the Group will raise an invoice which is usually payable between 30 and 120 days. Revenue is recognised upon satisfaction of the underlying performance obligation. ### **Royalties** The Group receives royalties from partners who have entered into a licence arrangement with the Group to use its intellectual property and who have sold products, which then gives rise to an obligation to pay the Group a royalty on those sales. Generally, royalties relate to specific time periods, such as quarterly or annual dates, in which product sales have been made. Revenue is recognised in line with when these sales occur. Once an invoice is raised by the Group, following the period to which the royalties relate, payment is due to the Company in 30 to 60 days. Sales-based royalty income arising from licences of the Group's intellectual property is recognised in accordance with the terms of the underlying contract and is based on net sales value of product sold by the Group's licensees. It is recognised when the underlying sales occur. ### Data sharing The Group receives revenue generated from partners who wish to access certain data and/or studies that Eden has generated for its own registration purposes. The partner will pay an agreed fee to get access to, and use of, the data for their own commercial and regulatory purposes. This revenue is recognised when the data has been shared, and a Data Sharing Agreement signed, with the partner. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 1 Accounting policies (continued) ### 1.4 Revenue (continued) #### **Product sales** Generally, where the Group has entered into a distribution agreement with a partner, the Group is responsible for supplying product to that partner once a sales order has been signed. At that point, the Group has the product manufactured through a third-party, toll manufacturer. At the point at which the product is finished and is made available to the partner to collect, or, if the Group is responsible for the shipping, the product has been delivered to the partner, the partner is liable for the product and obliged to pay the Group. Normal terms for product sales are 90 to 120 days. Returns are accepted and refunds are only made when product supplied is notified as defective within 60 days. The Group does not have any contract assets or liabilities other than the liability in respect of the Corteva milestone payments noted in the milestone section (2023: none, other than the Corteva milestone payment). Product sales are recorded once the ownership and related rights and responsibilities are passed to the customer and the product is made available to the partner to collect, or, if the Group is responsible for the shipping, the product has been delivered to the customer. No warranty provision is required as products are sold on the basis of meeting an agreed specification, confirmation of which is provided by way of a certificate of analysis. ### **Segmental information** The Group reports on operating segments in a manner consistent with the internal reporting provided to the chief operating decision-maker in accordance with IFRS 8. Please see note 4 for further details. Notes to the Group financial statements (continued) For the year ended 31 December 2024 ### 1 Accounting policies (continued) ### 1.5 Intangible assets other than goodwill Intellectual property, which is made up of patent costs, trademarks and development costs, is capitalised and amortised on a straight-line basis over its remaining estimated useful economic life of 6 years (2023: 7 years) in line with the remaining life of the Group's master patent, which was originally 20 years, with additional Supplementary Protection Certificates having been granted in the majority of the countries in the EU in which the Group is selling Mevalone® and Cedroz. The useful economic life of intangible assets is reviewed on an annual basis. An internally generated intangible asset arising from the Group's development activities is recognised only if all the following conditions are met: - the project is technically and commercially feasible; - an asset is created that can be identified; - the Group intends to complete the asset and use or sell it and has the ability to do so; - it is probable that the asset created will generate future economic benefits; - the development cost of the asset can be measured reliably; and - there are sufficient resources available to complete the project. Internally-generated intangible assets are amortised on a straight-line basis over their useful lives from the date they are available for use. Where no internally-generated intangible asset can be recognised, development expenditure is recognised as an expense in the period in which it is incurred. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 1 Accounting policies (continued) ### 1.6 Property, plant and equipment 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 straight-line basis: Leasehold land and buildings Over the term of the lease Fixtures and fittings 5 years Motor vehicles Over the term of the lease 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 income statement. ### 1.7 Impairment of tangible and intangible assets The Directors regularly review the intangible assets for impairment and provision is made if necessary. Assets that are subject to amortisation and those that are under development are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. See note 12 for further details in the intangible asset impairment review completed in the year. ### 1.8 Inventories Inventories are stated at the lower of cost and estimated selling price, less costs to complete and sell. Cost is based on the first-in-first-out principle. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. ### 1.9 Financial instruments ### (i) Recognition and initial measurement Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities (including trade payables) are initially recognised when the Group becomes a part to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable with a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss ("FVTPL"), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 1 Accounting policies (continued) ### 1.9 Financial instruments (continued) ### (ii) Classification and subsequent measurement #### Financial assets (a) Classification On initial recognition, a financial asset is classified as measured at amortised cost or FVTPL. Financial assets are not reclassified subsequently to their initial recognition unless the Group changes its business model for managing financial assets in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. A financial asset is measured at amortised cost if it meets both of the following conditions: - It is held within a business model whose objective is to hold assets to collect contractual cash flows; - Its contractual terms give rise on specific dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Investments in associates accounted for using the equity method and subsidiaries are carried at cost less impairment. ### (a) Subsequent measurement and gains and losses Financial assets at amortised cost are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss. ### Cash and cash equivalents Cash and cash equivalents comprise cash balances and short-term highly liquid investments with an original maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 1 Accounting policies (continued) ### 1.9 Financial instruments (continued) ### Financial liabilities and equity Financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions: - (a) they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and - (b) where the instrument will or may be settled in the Group's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Group's own equity instruments or is a derivative that will be settled by the Group's exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments. To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Group 's own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares. Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss. Where a financial instrument that contains both equity and financial liability components exists these components are separated and accounted for individually under the above policy. ### (iii) Impairment The Group recognises loss allowances for expected credit losses (ECLs) on financial assets measured at amortised cost. The Group measures loss allowances at an amount equal to lifetime ECL, except for other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition, which are measured as 12-month ECL. Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime ECL. During the year, an expected credit loss provision of £nil (2023: £nil) has been recognised on trade receivables over 12 months old, on which payment is uncertain. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 1 Accounting policies (continued) ### 1.9 Financial instruments (continued) When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company's historical experience and informed credit assessment and including forward-looking information. The Group considers a financial asset to be in default when: - the borrower is unlikely to pay its credit obligations to the Company in full, without recourse by the Company to actions such as realising security (if any is held); or - the financial asset is more than 120 days past due. Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument. 12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months). The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk. ### Measurement of ECLs ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset. ### Credit-impaired financial assets At each reporting date, the Group assesses whether financial assets carried at amortised cost are creditimpaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. ### Write-offs The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 1 Accounting policies (continued) #### 1.10 Taxation The tax expense represents the sum of the tax currently payable and deferred tax. #### Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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. The current tax charge includes any research and development tax credits claimed by the Group. R&D tax credits are accounted for on an accruals basis by reference to IAS 12 and are calculated based on development costs incurred by the Group through third party contractors, as well as members of staff who are involved in research and development of the Group's products. ### Deferred tax Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interest in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised based on the tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 1 Accounting policies (continued) ### 1.11 Employee benefits 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. Termination benefits are recognised immediately as an expense when the Group is demonstrably committed to terminate the employment of an employee or to provide termination benefits. A defined contribution plan is a post-employment benefit plan under which the Group pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement in the periods during which services are rendered by employees. ### 1.12 Retirement benefits Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. ### 1.13 Share-based payments The Company has applied the requirements of IFRS 2 Share-Based Payments. ### Unapproved share option scheme The Company operated an unapproved share option scheme for executive directors, senior management and certain employees up to September 2017. ### Long-Term Incentive Plan ('LTIP') In 2017, the Company established a LTIP to incentivise the Executives to deliver long-term value creation for shareholders and ensure alignment with shareholder interest. Awards were made annually and were subject to continued service and challenging performance conditions usually over a three-year period. The performance conditions were reviewed on an annual basis to ensure they remained appropriate and were based on increasing shareholder value. Awards were structured as nil cost options with a seven-year life after vesting. Other than in exceptional circumstances, awards were up to 100% of salary in any one year and granted subject to achieving challenging performance conditions set at the date of the grant. A percentage of the award vested for 'Threshold' performance with full vesting taking place for equalling or exceeding the performance 'Target'. In between the Threshold and Target there was pro rata vesting. The LTIP was adopted by the Board of Directors of the Company on 28 September 2017. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 1 Accounting policies (continued) ### Long-Term Incentive Plan ('LTIP') (continued) Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Statement of Comprehensive Income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that ultimately the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted, as long as other vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition. Where the terms and conditions of options are modified before they vest, the increase in fair value of the options, measured immediately before and after the modification is also charged to the Statement of Profit or Loss and Other Comprehensive Income over the remaining vesting period. In June 2021, the Company made changes to the LTIP. Details can be found on pages 39 to 40. The changes to the LTIP have been treated as a modification of the existing plan for financial reporting purposes which means that the Fair Value of previous awards has been recognised over their remaining term and the incremental Fair Value of the new options granted has been recognised separately over their own vesting period. The Company issued options under the modified LTIP, details of which can be found in note 22. These include graded vesting. Share options which vest in instalments over a specified vesting period (graded vesting) where the only vesting condition is service from grant date to vesting date of each instalment are accounted for as separate share-based payments. Each instalment's fair value is assessed separately based on its term and the resulting charge recognised over each instalment's vesting period. ### Other share options In addition to the LTIP grants, the Company awarded certain employees approved options. Details of these options can be found in note 22. The accounting treatment for these options is consistent with that indicated under the LTIP section at the start of this page. ### 1.14 Leases 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. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 1 Accounting policies (continued) ### 1.14 Leases (continued) 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 including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 1 Accounting policies (continued) ### 1.15 Functional and presentation currency The Group's consolidated financial statements are presented in pound sterling, which is the Group's functional currency due to its own operations and assets being based in the UK. For each entity, the Group determines the functional currency, and items included in the financial statements of each entity are measured using that functional currency. ### 1.16 Research and development Expenditure on research activities is recognised as an expense in the period in which it is incurred. ### 1.17 Financial risk management The Group's activities expose it to a variety of financial risks: market risks (including currency risk and interest rate risks), credit risk and liquidity risk. Risk management focuses on minimising any potential adverse effect on the Company's financial performance and is carried out under policies approved by the Board of Directors. See note 30 for further information. ### 1.18 Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation (where items are remeasured). Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Foreign exchange gains and losses resulting from the settlement of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. All foreign exchange gains and losses are presented in the income statement within administrative expenses. Translation differences related to items classified through other comprehensive income are recognised in other comprehensive income (OCI), while remaining translation differences are recognised in the income statement. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e. translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss respectively). In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) or the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the Group initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines the transaction date for each payment or receipt of advance consideration. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 1 Accounting policies (continued) #### 1.19 Current versus non-current classification The Group classifies assets and liabilities in the statement of financial position as either current or non-current. An asset is classified as current when it is: - Expected to be realised or intended to be sold or consumed in the normal operating cycle - Held primarily for the purpose of trading - Expected to be realised within twelve months after the reporting period; or - Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current. A liability is classified as current when it is: - Expected to be settled in the normal operating cycle - Held primarily for the purpose of trading - Due to be settled within twelve months after the reporting period; or - There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification. The Group classifies all other liabilities as non-current. ### 1.20 Equity and reserves Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds over nominal value in share premium. Share premium represents the proceeds from shares, less the nominal value and directly attributable costs. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 1 Accounting policies (continued) ### 1.21 Earnings per share Basic earnings per share is calculated by dividing: - the profit or loss attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares; - by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares. Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account: - the after-income tax effects of interest and other financing costs associated with dilutive potential ordinary shares; and - the weighted average number of additional ordinary shares that would have been outstanding, assuming the conversion of all dilutive potential ordinary shares. ### 2 New standards and interpretations The IASB and IFRS Interpretations Committee have issued the following standards and interpretations with an effective date of implementation for accounting periods beginning after the date on which the Group's financial statements for the current year commenced. ### i) New standards and amendments – applicable 1 January 2024 The following standards and interpretations apply for the first time to financial reporting periods commencing on or after 1 January 2024: | Standard or Amendment | Material impact on financial statements | |----------------------------------------------------------------------------------------------------|-----------------------------------------| | Amendment to IFRS 16 – Leases: Leases on sale and leaseback | No | | Amendment to IAS $1-$ Presentation of Financial Statements: Non-current liabilities with covenants | No | | Amendments to IAS 7 – Statement of Cash Flows and IFRS 7 – Financial Instruments: Supplier finance | No | ### Notes to the Group financial statements (continued) For the year ended 31 December 2024 ### 2 New standards and interpretations (continued) ### ii) Forthcoming requirements As at 31 December 2024, the following standards and interpretations had been issued but were not mandatory for annual reporting periods commencing on or after 1 January 2025: | Standard or Amendment | Effective for accounting periods beginning on or after | Expected
Impact | |--------------------------------------------------------------------------------------------------------------|--------------------------------------------------------|-----------------------| | Amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates: Lack of exchangeability | 1 January 2025 | None | | Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures | 1 January 2026 | None | | Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards | 1 January 2026 | None | | Amendments to IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7 | 1 January 2026 | None | | Amendments to IFRS 9 Financial Instruments | 1 January 2026 | None | | Amendments to IFRS 10 Consolidated Financial Statements | 1 January 2026 | None | | Amendments to IAS 7 Statement of Cash flows | 1 January 2026 | None | | Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS | 1 January 2026 | None | | IFRS 18 Presentation and Disclosure of Financial Statements | 1 January 2027 | Assessment
ongoing | The Directors do not expect the adoption of these amendments and new standards to have a material impact on the Group's financial statements, with the exception of presentational changes as a result of IFRS 18. Given that IFRS 18 is not effective until the period beginning 1 January 2027, the impact assessment of this standard is ongoing and will be considered further in the coming years. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 3 Critical accounting estimates and judgements The Group and Company make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk to the carrying amounts of assets and liabilities within the next financial year are discussed below: ### Going concern The Directors have considered the ability of the Group and the Company to continue as a going concern and this is considered to be a significant judgement made by the Directors in preparing the financial statements. The ability of the Group and Company to continue as a going concern is ultimately dependent upon the amount and timing of cash flows arising from the exploitation of the Group and Company's intellectual property and the availability of existing and/or additional funding to meet the short-term needs of the business until the commercialisation of the Group and Company's portfolio is reached. The Directors consider it is appropriate for the financial statements to be prepared on a going concern basis based on the estimates they have made. See note 1 for further information. ### **Associate** A judgement has been made that the Group exerts significant influence on TerpeneTech (UK) such that it is an associate company and, as such, adoption of equity accounting is appropriate. See note 1.2 for further information of assumptions made. See note 15 for the carrying value of associates. ### Impairment assessment of intangibles and investments The Group and Company have made estimates of future revenues that are likely to be derived from the business when considering the carrying value of intangible assets owned by the Group. Assumptions have been made the products will be successfully developed, registered and commercialised in reasonable timescales and at reasonable cost. Estimates have also been made for weighted average cost of capital and profit margins. See note 12 and note 15 for further information of assumptions and estimates made along with the carrying value. ### Assessment of useful life of intangible assets The Group and Company have estimated the useful life of intangible assets by considering intellectual property protection that it owns, such as patents which have a known expiry date. See note 12 for further information on assumptions and estimates made. ### Share-based payments The Group and Company have used appropriate models to value share options granted by the Company. Please refer to note 22 for information on estimates and judgements used. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 3 Critical accounting estimates and judgements (continued) ### Other accounting judgements In addition to the above, the Group and Company have made other judgements which are considered of lesser significance. Capitalised development costs and Intellectual property The Directors have exercised a judgement that the development costs incurred meet the criteria in IAS 38 Intangible Assets for capitalisation. In making this judgement, the Directors considered the following key factors: - The availability of the necessary financial resources and hence the ability of the Group and Company to continue as a going concern. - The assumptions surrounding the perceived market sizes for the products and the achievable market share for the Group and Company. - The successful conclusion of commercial arrangements, which serves as an indicator as to the likely success of the projects and, as such, any need to potential impairment. £1,816 of research expenditure, not including R & D payroll costs, has been recognised as an expense in the current year in the P&L in excess of the amortisation of intangible assets as disclosed in note 12 (2023: £37,627). Revenue - Performance obligations The Directors exercised a judgement that the performance obligations set out in a contract with a customer had not yet been met and, as such, did not recognise revenue which had been invoiced but not paid at the year end. See note 1.4 for further information on policies applied. ### 4 Revenue and Segmental Information IFRS 8 requires operating segments to be reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for the resource allocation and assessing performance of the operating segments has been identified as the Executive Directors as they are primarily responsible for the allocation of the resources to segments and the assessment of performance of the segments. The Executive Directors monitor and then assess the performance of segments based on product type and geographical area using a measure of adjusted EBITDA. This is the operating loss of the segment after excluding the share-based payment charge, amortisation of intangible and Right of Use assets and depreciation of plant, property and equipment. These items, together with interest income and expense are allocated to Agrochemicals, being the Group and Company's primary focus. The segment information for the year ended 31 December 2024 is as follows: **Eden Research plc** ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ## 4 Revenue and Segmental Information (continued) | | Agrochemicals | Consumer products | Total | |-----------------------------------------------------------------------|---------------|-------------------|-------------| | | £ | £ | £ | | Revenue | | · | | | R&D charges | 444,480 | 198,576 | 643,056 | | Royalties | . 8,900 | 73,627 | 82,527 | | Product sales | 3,577,020 | · · · · · · | 3,577,020 | | Total revenue | 4,030,400 | 272,203 | 4,302,603 | | Adjusted EBITDA (1) | (1,656,754) | 272,203 | (1,384,551) | | Share Based Payment charge | (204,928) | - | (204,928) | | EBITDA | (1,861,682) | 272,203 | (1,589,479) | | Amortisation of intangible assets | (350,753) | (13,566) | (364,319) | | Depreciation of plant, property and equipment and right-of-use assets | (232,481) | -
- | (232,481) | | Finance costs, foreign exchange and investment revenues | 3,853 | - | 3,853 | | Income Tax | 267,008 | - | 267,008 | | Share of Associate's profit | - | 2,279 | 2,279 | | (Loss)/Profit for the Year | (2,174,055) | 260,916 | (1,913,139) | | Total Assets | 15,219,079 | 186,741 | 15,405,820 | | Total assets includes: | | | | | Additions to Non-Current Assets | 2,592,254 | 60,061 | 2,652,315 | | Total Liabilities | 3,568,234 | - | 3,568,234 | (1) Adjusted EBITDA is adjusted to remove the effect of the non-cash share based payment charge only. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 4 Revenue and Segmental Information (continued) The segment information for the year ended 31 December 2023 is as follows: | • | Agrochemicals | Consumer products | Total | |-----------------------------------------------------------------------|-----------------------------------------|-------------------|-------------| | Revenue | £ | £ | £ | | R&D charges | 501,324 | 9,133 | 510,457 | | Royalties | 17,391 | 50,811 | 68,202 | | Product sales | 2,613,368 | ; - | 2,613,368 | | Total revenue | 3,132,083 | 59,944 | 3,192,027 | | Adjusted EBITDA (1) | (1,064,982) | 59,944 | (1,005,038) | | Share Based Payment charge | (236,576) | - | (236,576) | | EBITDA | (1,301,558) | 59,944 | (1,241,614) | | Amortisation of intangible assets | (405,379) | (13,272) | (418,651) | | Depreciation of plant, property and equipment and right-of-use assets | (206,426) | - · | (206,426) | | Finance costs, foreign exchange and investment revenues | (51,995) | - | (51,995) | | Impairment of intangible assets | (4,968,529) | - | (4,968,529) | | Income Tax | 428,326 | - | 428,326 | | Share of Associate's loss | | (33,047) | (33,047) | | (Loss)/Profit for the Year | (6,505,561) | 13,625 | (6,491,936) | | Total Assets | 16,458,177 | 136,542 | 16,594,719 | | Total assets includes: | | | | | Additions to Non-Current Assets | 1,730,280 | 37,539 | 1,767,819 | | Total Liabilities | 3,048,922 | · | 3,048,922 | | | | 2024
£ | 2023
£ | | Revenue analysed by geographical market | | - | 2 | | UK | | 90,819 | 59,944 | | | ••. | | | | Europe | | 4,211,784 | 3,132,083 | | | • • • • • • • • • • • • • • • • • • • • | 4,302,603 | 3,192,027 | | • | | | | The above analysis represents sales to the Group's direct customers who further distribute these products to their end markets. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 4 Revenue and Segmental Information (continued) Revenues of approximately £3,855,566 (2023: £2,464,372) are derived from three customers who each account for greater than 10% of the Group's total revenues: | • | 2024 | 2024 | 2023 | 2023 | |------------|-----------|---------|-----------|-------| | Customer | £ | % | £ | % | | Α | 1,269,185 | . 29.5% | 1,594,410 | 49.9% | | В | 2,046,109 | 47.6% | 869,962 | 27.3% | | C . | 540,272 | 12.6% | · - | - | 100% of the revenue generated in the year (2023: 100%) was recognised at a point in time. ### 5 Operating loss | | 2024
£ | 2023
£ | |--------------------------------------------------------------------------------------------|-----------|-----------| | Operating loss for the year is stated after charging: | _ | _ | | Fees payable to the Company's auditor for the audit of the Company's financial statements* | 75,000 | 78,000 | | Fees payable to the Company's auditor for interim review of half-yearly results | 4,295 | 8,000 | | Depreciation of right-of-use assets (note 14) | 137,336 | 135,340 | | Depreciation on property, plant and equipment (note 13) | 95,145 | 71,086 | | Amortisation of intangible assets (note 12) | 364,319 | 418,651 | | Bad debt write off | 34,057 | - | | Research expenses | 1,816 | 37,627 | | Share-based payment charge (note 22) | 204,928 | 236,576 | \*Included in the fees payable to the Company's auditor for the audit of the Company's financial statements are overruns from the prior year audit of £nil (2023: £10,000). ## Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 Social security costs | 6 | Employees | ( | | 1.0 | |---|------------------------------------------------------------|-------------------------------|--------------------|----------------| | | The average monthly number of persons during the year was: | s (including Directors) emplo | yed by the Group a | and Company | | | | | 2024
Number | 2023
Number | | | Management | | 5 | 5 | | | Operational | | 18 | 14 | | | | | 23 | 19 | | | Their aggregate remuneration (including | Directors) comprised: | · · · · · · | | | · | | | 2024
£ | 2023
£ | | | Wages and salaries | | 1,670,854 | 1,569,096 | | | Social security costs | | 218,821 | 154,538 | | | Pension costs | | 66,288 | 54,991 | | | Benefits in kind | | 8,152 | 7,186 | | | Share-based payment charge | | 204,928 | 236,576 | | | | | 2,169,043 | 2,022,387 | | , | Directors' remuneration | | | | | | Directors remuneration | | 2024
£ | 2023
£ | | | Remuneration for qualifying services | | 661,821 | 780,706 | | • | Company pension contributions to define schemes | ed contribution | 33,339 | 31,010 | | | Non-executive Directors' fees | | 122,921 | 120,000 | | | Share-based payment charge relating to | all Directors | 174,363 | 198,749 | | | | | 992,444 | 1,130,465 | | | Benefits in kind | | 8,152 | 7,186 | 115,612 1,116,208 77,384 1,215,035 ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 7 Directors' remuneration (continued) The number of Directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023: 2). The number of Directors who are entitled to receive shares under long term incentive schemes during the year is 2 (2023: 2). Remuneration disclosed above includes the following amounts paid to the highest paid Director: | | 2024 | 2023 | |---------------------------------------------------------------------------------------------------|---------|---------| | | £ | £ | | | | | | Remuneration for qualifying services (including pension and excluding share-based payment charge) | 396,949 | 463,539 | The Executive Directors are considered to also be the key management personnel of the Company and Group. Details of Directors' share options can be found on page 42 in the Remuneration report. | 2024 | Salary | Bonus | Fees | Pension | Share-based
Payments | Total | |-----------------|----------------|---------|---------|--------------|-------------------------|---------| | | £ | £ | £ | £ | £ | £ | | A Abrey | 228,042 | 55,870 | ÷ | 14,299 | 74,793 | 373,004 | | S Smith | 303,541 | 74,368 | - | 19,040 | 99,570 | 496,519 | | R Cridland | - , | | 40,000 | - | _ | 40,000 | | L van der Broek | | . 7 | 45,000 | - · | · | 45,000 | | D McAllan | | | 26,254 | | | 26,254 | | R Horsman | · · · · · · | _ | 11,667 | - | | 11,667 | | | 531,583 | 130,238 | 122,921 | 33,339 | 174,363 | 992,444 | ### Notes to the Group financial statements (continued) ## For the year ended 31 December 2024 ### 7 Directors' remuneration (continued) | 2023 | Salary | Bonus | Fees | Pension | Share-based
Payments | Total | |-----------------|---------------------------------------|---------|---------|---------|-------------------------|-----------| | | £ | £ | · £ | £ | £ | £ | | A Abrey | 217,100 | 117,777 | | 13,300 | 85,242 | 433,419 | | S Smith | 289,030 | 156,799 | | 17,710 | 113,507 | 577,046 | | R Cridland | - | | 40,000 | -
- | - | 40,000 | | L van der Broek | · · · · · · · · · · · · · · · · · · · | - | 45,000 | - | - | 45,000 | | R Horsman | | | 35,000 | | | 35,000 | | | 506,130 | 274,576 | 120,000 | 31,010 | 198,749 | 1,130,465 | | | 506,130 | 274,576 | 120,000 | 31,010 | 198,749 | 1,130,465 | Benefit in kind relates to cumulative life insurance charge and cannot be allocated to individual directors. ### 8 Interest income | | | • • | 2024 | 2023 | |-----------------|-----|-----|---------|--------| | | | | £ | £ | | Interest income | , | | | • | | Bank Deposits | · . | | 110,483 | 34,014 | Total interest income for financial assets that are not held at fair value through profit or loss is £110,483 (2023: £34,014). ### 9 Finance costs and foreign exchange differences | | | | | | 2024 | 2023 | |-------------------------------|-----|---|---|---------------------------------------|----------|----------| | | | | | • | £ | £ | | | • . | | | | | | | Interest on lease liabilities | | | | | 9,732 | 17,009 | | Credit charges | | | | · · · · · · · · · · · · · · · · · · · | 910 | 198 | | Finance costs | | • | • | | 10,642 | 17,207 | | | | | | : : | | | | Foreign exchange losses | • | | | . | (95,988) | (68,802) | ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 10 Income tax credit | | 2024
£ | 2023
£ | |-------------------------------------------------|-----------|-----------| | Current tax | | | | UK corporation tax on loss for the current year | (309,636) | (317,201) | | Adjustments in respect of prior years | 42,628 | (111,125) | | Total UK current tax income | (267,008) | (428,326) | The credit for the year can be reconciled to the loss per the income statement as follows: | | 2024
£ | 2023
£ | |---------------------------------------------------------------------------|-------------|--------------| | Loss before tax | (2,180,147) | (6,920,262) | | | | | | Expected tax credit based on a corporation tax rate of 25% (2023: 23.52%) | (545,037) | (1,627,683) | | Ineligible fixed asset differences | 527 | 138,762 | | Income not taxable for tax purposes | (570) | - | | Expenses not deductible for tax purposes | 58,956 | 72,069 | | Additional deduction for R&D expenditure | (357,913) | (324,836) | | R&D claim | (309,636) | (317,201) | | Surrender of tax losses for R&D tax credit refund | 774,090 | 660,006 | | Adjustment in respect of prior years | 42,628 | (111,125) | | Temporary differences not recognised in the computation | (2,321) | - | | Deferred tax not recognised | 72,268 | 1,081,682 | | Taxation credit for the year | (267,008) | (428,326) | There are no future factors at the reporting date that are expected to impact the Group's future tax charge. The Group is not within the scope of the OECD Pillar Two model rules. The taxation credit for the year represents the research and development credit for the year ended 31 December 2024. The current tax recoverable as at 31 December 2024 represents R&D tax credits and is made up as follows: 10 ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 | Income tax credit (continued) | | | |------------------------------------------|-----------|-----------| | | 2024
£ | 2023
£ | | Current tax | • | | | R&D cash tax credit for the current year | (309,636) | (317,201) | | R&D cash tax credit for the prior year | (317,201) | · • | | Adjustments in respect of prior years | 42,628 | - | | Total UK current tax recoverable | (584,209) | (317,201) | | Deferred Tax | | | The losses carried forward, after the above offset, for which no deferred tax asset has been recognised, amount to approximately £36,087,896 (2023: £29,635,304). The unprovided deferred tax asset of £9,021,974 (2023: £7,408,826) arises principally in respect of trading losses. It has been calculated at 25% (2023: 25%) and has not been recognised due to the uncertainty of timing of future profits against which it may be realised. Only U.K. tax is considered as most of the operations are in the U.K and Ireland is immaterial in terms of operations. ### 11 Earnings per share Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares. Share options outstanding are anti-dilutive in nature due to the loss incurred and therefore are not considered for computing diluted EPS. | | 2024
£ | 2023
£ | |-------------------------------------------------------------------------------------|-------------|-------------| | | | | | Weighted average number of ordinary shares for basic and diluted earnings per share | 533,352,523 | 420,921,123 | | | | | | Earnings (all attributable to equity shareholders of the Company) | , | | | Loss for the period | (1,906,591) | (6,494,249) | | | | • | | Basic and diluted earnings per share | (0.36p) | (1.54p) | Eden Research plc ## Notes to the Group financial statements (continued) ## For the year ended 31 December 2024 ## 12 Intangible assets | , | | | | | |----------------------------------|-------------------------|-------------------|-----------------------|------------| | Group | | | | | | | Licences and trademarks | Development costs | Intellectual property | Total | | | £ | £ | £ | £ | | Cost | | | | | | At 1 January 2023 | 456,684 | 9,074,031 | 9,507,057 | 19,037,772 | | Additions | • • | 1,605,299 | 45,166 | 1,650,465 | | At 31 December 2023 | 456,684 | 10,679,330 | 9,552,223 | 20,688,237 | | Additions | _ | 2,392,285 | 147,775 | 2,540,060 | | At 31 December 2024 | 456,684 | 13,071,615 | 9,699,998 | 23,228,297 | | | | | | | | Amortisation and impairment | · . | • | | | | At 1 January 2023 | 450,192 | 2,993,379 | 7,146,681 | 10,590,252 | | Impairment charge for the year | 2,545 | 3,260,862 | 1,705,122 | 4,968,529 | | Amortisation charge for the year | 1,388 | 253,811 | 163,452 | 418,651 | | At 31 December 2023 | 454,125 | 6,508,052 | 9,015,255 | 15,977,432 | | Amortisation charge for the year | 1,044 | 296,237 | 67,038 | 364,319 | | At 31 December 2024 | 455,169 | 6,804,289 | 9,082,293 | 16,341,751 | | | | | | | | Carrying amount | | | · | • | | At 31 December 2024 | 1,515 | 6,267,326 | 617,705 | 6,886,546 | | At 31 December 2023 | 2,559 | 4,171,278 | 536,674 | 4,710,511 | Eden Research plc ## Notes to the Group financial statements (continued) ## For the year ended 31 December 2024 ## 12 Intangible assets (continued) | Company | | | | | |----------------------------------|-----------------|-------------|---------------|------------| | | Licences and | Development | Intellectual | Total | | | trademarks
£ | costs
£ | property
£ | £ | | Cost | • | - | - | - | | At 1 January 2023 | 456,684 | 9,074,030 | 9,374,314 | 18,905,028 | | Additions | - | 1,605,299 | 45,166 | 1,650,465 | | At 31 December 2023 | 456,684 | 10,679,329 | 9,419,480 | 20,555,493 | | Additions | - | 2,392,285 | 147,775 | 2,540,060 | | At 31 December 2024 | 456,684 | 13,071,614 | 9,567,255 | 23,095,553 | | Amortisation and impairment | | | | | | At 1 January 2023 | 450,192 | 2,993,379 | 7,107,158 | 10,550,729 | | Impairment charge for the year | 2,545 | 3,260,862 | 1,705,122 | 4,968,529 | | Amortisation charge for the year | 1,388 | 253,811 | 150,180 | 405,379 | | At 31 December 2023 | 454,125 | 6,508,052 | 8,962,460 | 15,924,637 | | | | | | | | Amortisation charge for the year | 1,044 | 296,237 | 53,472 | 350,753 | | At 31 December 2024 | 455,169 | 6,804,289 | 9,015,932 | 16,275,390 | | | • . | | | • | | Carrying amount | | | | | | At 31 December 2024 | 1,515 | 6,267,325 | 551,323 | 6,820,163 | | At 31 December 2023 | 2,559 | 4,171,277 | 457,020 | 4,630,856 | ### Notes to the Group financial statements (continued) For the year ended 31 December 2024 ### 12 Intangible assets (continued) Intellectual property represents intellectual property in relation to use of encapsulated terpenes in agrochemicals in the form of licences, patents and development costs. Intellectual property includes patents and know-how acquired by the Group. The remaining useful economic life of these assets is 6 years (2023: 7 years) to 31 December 2030. Licences and trademarks include an inward licence in respect of a patented technology. Development costs includes trials and study costs relating to products that have been, or are being developed, by the Group and Company. £1,045,040 (2023: £1,096,545) of development costs relate to assets under development for which no amortisation has been charged in 2024 or 2023. ### Impairment review at 30 June 2023 The impairment review that was undertaken as part of the Group's 2022 accounts preparation resulted in headroom over the carrying value of only £0.9m (down from £8.3m in 2021), a small margin given intangible assets amounted to £8.4m at that time. Given the marginal headroom and general downward trend, the management team and Audit Committee agreed it was appropriate to undertake a further impairment review of the Group's intangible assets, as part of the preparation of the Group's 2023 Interim reporting. The need for an interim impairment review was also driven by external factors such as continuing high interest rates and inflation which it was felt might impact the discount rate used in the Cash Generating Unit (CGU) calculations. The Board agreed to appoint an independent advisor to undertake an impairment review, based on the current position of the Group and Company, and the current financial environment. The total carrying value of the intangible assets was allocated to the Agrochemicals CGU as the largest CGU in which cash inflows are generated. The recoverable amounts of the intangible assets were determined based on value in use calculations based on the Agrochemicals CGU. The Directors prepared a discounted cash-flow forecast, based on product sales forecasts including those provided by the Group's commercial partners, and have taken into account the market potential for the Group's products and technologies using third party market data that the Group has acquired licences to. The discounted cash-flow forecast is limited to those products which are already being sold, or are expected to be sold in 2023, or early 2024. The forecast covered a period of 7.5 years to 31 December 2030, with no terminal value, reflecting the useful economic life of the patent in respect of the underlying technology. Financial forecasts were based on the approved budget. Financial forecasts were used on the approved long-term plan. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 12 Intangible assets (continued) The discount rate was derived from the Group's weighted average cost of capital, taking into account the cost of equity and debt, to which specific market-related premium and company-related premium adjustments were made. The discount rate used was 16.36%. Tax rate was assumed at 25% which is in line with the rate in the years the Group have earnings, however the current losses brought forward as at 30 June 2023 exceed £30m so not tax charge was included in the forecasted years where the Group is profitable. Based on the above assumptions, the value in use of the intangible assets was £4,968,529 lower than the carrying value of the intangible assets indicating that an impairment of intangible assets is required at 30 June 2023. The impairment charge of £4,968,529 was charged immediately to the statement of comprehensive income. An impairment review was performed at December 2024, and no further impairments have been identified at 31 December 2024. ### **Impairment review at December 2024** An annual impairment review is undertaken by the Board of Directors. The Directors have considered the progress of the business in the current year, including a review of the potential market for its products, the progress the Group and Company have made in registering its products and other key commercial factors to perform the review. The total carrying value of the intangible assets was allocated to the Agrochemicals CGU as the largest CGU in which cash inflows are generated. The recoverable amounts of the intangible assets were determined based on value in use calculations based on the Agrochemicals CGU. The Directors prepared a discounted cash-flow forecast, based on product sales forecasts including those provided by the Group's commercial partners, and have taken into account the market potential for the Group's products and technologies using third party market data that the Group has acquired licences to. The discounted cash-flow forecast is limited to those products which are already being sold, or are expected to be sold in 2025. The forecast covered a period of 6 years to 31 December 2030, with no terminal value, reflecting the useful economic life of the patent in respect of the underlying technology. Financial forecasts were based on the approved budget. Financial forecasts for 2025-2028 were used on the approved long-term plan. Financial forecasts for 2029-2030 were extrapolated based on a long-term growth rate of 50%. The discount rate was derived from the Group's weighted average cost of capital, taking into account the cost of equity and debt, to which specific market-related premium and company-related premium adjustments were made. The discount rate used was 17.11%. Tax rate was assumed at 25% which is in line with the rate in the years the Group have earnings, however the current losses brought forward as at 31 December 2024 exceed £30m so not tax charge was included in the forecasted years where the Group is profitable. Notes to the Group financial statements (continued) For the year ended 31 December 2024 ### 12 Intangible assets (continued) The estimated recoverable amount of the CGU was higher than its carrying amount by £0.01m. As this initial assessment resulted in minimal headroom, the Board also considered other factors such as the continued revenue growth seen over the past few years, which is expected to continue for the foreseeable future and beyond 2030. Based on the overall review carried out, the Board is satisfied that intangible assets are not impaired further. The key assumptions of the forecast are the future cash flows, driven primarily by level of sales, and the discount rate. The discount rate is estimated using pre-tax rates that reflect current market assessments of the time value of money and the risk specific to the CGU. The rate used was 17.11% (2023: 16.62%). The increase in the rate reflects wider market movements as well as increased forecasting risk given high, current inflation rates. As part of the impairment review, a sensitivity analysis was conducted to stress test the impairment review. The assumed sensitivities included increasing the discount rate by 1% and reducing the growth rate in which YE2029 and YE2030 are projected on by 1%. On a sensitised scenario, an impairment of £0.7m would be required. However, as above, the Board believe there to be additional value of the business which is not captured in the Group's discounted cashflow forecast. As set out in the Strategic Report, the business is in a critical phase of its development as the development of products is transitioned to revenue generation. The value of the CGU is supported by forecasts of continued revenue growth of existing products and the successful introduction and growth of sales of products currently under development. The forecasts are highly sensitive to the revenue growth assumptions and are reliant on the Group meeting the forecast sales, with small deviations from this leading to impairment indicators. The Board is therefore satisfied that reasonable changes in assumptions have been considered and no further impairments have been identified at 31 December 2024. ## Notes to the Group financial statements (continued) ## For the year ended 31 December 2024 ## 13 Property, plant and equipment | Group and Company | | | |-----------------------------------------|---------------|---------| | | Fixtures and | Total | | | Fittings
£ | £ | | Cost | | | | At 1 January 2023 | 332,956 | 332,956 | | Additions – owned | 102,391 | 102,391 | | At 31 December 2023 | 435,347 | 435,347 | | Additions – owned | 48,649 | 48,649 | | At 31 December 2024 | 483,996 | 483,996 | | Accumulated depreciation and impairment | | | | At 1 January 2023 | 134,170 | 134,170 | | Charge for the year | 71,086 | 71,086 | | At 31 December 2023 | 205,256 | 205,256 | | Charge for the year | 95,145 | 95,145 | | At 31 December 2024 | 300,401 | 300,401 | | | | | | Carrying amount | | | | At 31 December 2024 | 183,595 | 183,595 | | At 31 December 2023 | 230,091 | 230,091 | Eden Research plc ## Notes to the Group financial statements (continued) | Right-of-use assets | | | | |-----------------------------------------|--------------------|---------------------------------------|----------| | Group and Company | | | | | | Leasehold premises | Motor
vehicles | Total | | | premises
£ | venicies
£ | £ | | Cost | | | | | At 1 January 2023 | 443,777 | 137,436 | 581,213 | | Additions | - | 14,963 | 14,963 | | Disposals | - _ | (22,282) | (22,282) | | At 31 December 2023 | 443,777 | 130,117 | 573,894 | | Additions | - | 63,605 | 63,605 | | Disposals | · _ | (50,208) | (50,208) | | At 31 December 2024 | 443,777 | 143,514 | 587,291 | | | • | · · · · · · · · · · · · · · · · · · · | | | Accumulated depreciation and impairment | | | | | At 1 January 2023 | 210,741 | 37,658 | 248,399 | | Charge for the year | 90,876 | 44,464 | 135,340 | | Eliminated on disposals | - | (22,282) | (22,282) | | At 31 December 2023 | 301,617 | 59,840 | 361,457 | | Charge for the year | 90,876 | 46,460 | 137,336 | | Eliminated on disposals | - | (50,208) | (50,208) | | At 31 December 2024 | 392,493 | 56,092 | 448,585 | | | | | | | Carrying amount | | : | | | At 31 December 2024 | 51,284 | 87,422 | 138,706 | | At 31 December 2023 | 142,160 | 70,277 | 212,437 | ## Notes to the Group financial statements (continued) | 15 | Investments | | | | | | |----|-----------------------------|------------------------------------------------------|--------------------------------------------------------|----------------------|-----------------|-------------| | | | Current | | Non-curr | ent | | | | Group and Com | pany | 2024
£ | 2023
£ | 2024
£ | 2023
£ | | | Investment in as | ssociates | · - | - | 299,476 | 297,197 | | | Details of the Gi | roup's associates at 31 [ | December 2024 are | as follows: | | | | | Name of undertaking | Registered office | Principal activities | Class of shares held | % hel
Direct | d
Voting | | | TerpeneTech
Limited (UK) | United Kingdom | Research and experimental development on biotechnology | Ordinary | 29.90 | 29.90 | | | • | · . | • | • | 2024 | 2023 | | | | | | | £ | £ | | | Non-current ass | ets | | | 253,566 | 315,918 | | | Current assets | | : | | 406,880 | 311,599 | | | Non-current liab | oilities | | | - | (23,819) | | | Current liabilitie | S | | * | (300,756) | (309,349) | | | Net assets (1009 | %) | | | 359,690 | 294,349 | | | • | | | | | | | | Company's share | e of net assets | | | 107,547 | 88,010 | | | Separable intang | gible assets | | | 81,491 | 96,059 | | | Goodwill | | | | 412,649 | 412,649 | | | Impairment of in | nvestment in associate | | _ | (302,211) | (299,521) | | | Carrying value o | of interest in associate | | | 299,476 | 297,197 | | | | | | | | | | | Revenue | | | | 736,271 | 515,647 | | • | 100% of profit/( | loss) after tax | | | 56,344 | (61,802) | | | 29.9% of profit/ | (loss) after tax | | | 16,847 | (18,479) | | • | Amortisation of | separable intangible | | | (14,568) | (14,568) | | | | e of profit/(loss) includ
separable intangible as | | | 2,279 | (33,047) | ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 15 Investments (continued) The separable intangible assets relate to the biocide registration for geraniol which TerpeneTech (UK) co-owns which was originally valued using discounted cashflows. The associate is included in the Consumer Products operating segment. TerpeneTech Limited's ("TerpeneTech (UK)") registered office is Kemp House, 124 City Road, London, EC1V 2NX and its principal place of business is 3 rue de Commandant Charcot, 22410, St Quay Portrieux, France. The Directors have considered the progress of the business in the current year, including a review of the potential market for its products, the progress TerpeneTech (UK) has made in registering its products and other key commercial factors to determine whether any indicators of impairment exist. As a result of identification of indicators of impairment, an impairment review of the investment in TerpeneTech (UK) was undertaken by the Board of Directors. The Directors have used discounted cash-flow forecasts, based on product sales forecasts provided by TerpeneTech (UK), and have taken into account the market potential for those products. These forecasts cover a 6-year period, with no terminal value, in line with the patent of the underlying technology. The key assumptions of the forecast are the growth rate and the discount rate. The discount rate is estimated using pre-tax rates that reflect current market assessments of the time value of money and the risk specific to the asset. The rate used was 17.11% (2023: 16.62%). The increase in the rate reflects the wider market movements as based on the comparable group as well as increased forecasting risk given high, current inflation rates. Based on the review the Directors carried out, it was determined that the Investment was not impaired and, as such, no impairment charge (2023: £nil) was recognised. An increase in the discount rate of 11% would result in an impairment. The growth rates are derived from discussions with the Company's commercial partner, TerpeneTech (UK), as described above. The average annual growth rate has been assumed at 20% (2023: 20%) and is based on the sales of geraniol only. With no growth in the forecast geraniol sales from 2025 over the entire forecast period, there would be an impairment of £138,835. The Directors have also considered whether any reasonable change in assumptions would lead to a material change in impairment recognised and are satisfied that this is not the case. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 16 Subsidiaries Details of the Company's subsidiaries at 31 December 2024 are as follows: | Name of | Registered office | Principal | Class of | % held | | |---------------------------------|---------------------|-----------------------------|-------------|--------|--------| | undertaking | | activities | shares held | Direct | Voting | | TerpeneTech
Limited | Republic of Ireland | Sale of biocide
products | Ordinary | 50.00 | 50.00 | | Eden Research
Europe Limited | Republic of Ireland | Dormant | Ordinary | 100.00 | 100.00 | TerpeneTech Limited ("TerpeneTech (Ireland)"), whose registered office is 108 Q House, Furze Road, Sandyford, Dublin, Ireland, was incorporated on 15 January 2019 and is jointly owned by both the Company and TerpeneTech (UK), the Company's associate. The Company has the right to appoint a director as chairperson who will have a casting vote, enabling the Group to exercise control over the Board of Directors in the absence of an equivalent right for TerpeneTech (UK). The Company owns 500 ordinary shares in TerpeneTech (Ireland). Eden Research Europe Limited, whose registered office is 108 Q House, Furze Road, Sandyford, Dublin, Ireland, was incorporated on 18 November 2020 and is wholly owned by the Company. ### **Non-controlling interests** The following table summarises the information relating to the Group's subsidiary with material non-controlling interest, before intra-Group eliminations: ## Notes to the Group financial statements (continued) ## For the year ended 31 December 2024 ## 16 Subsidiaries (continued) | | 2024 | 2022 | |---------------------------------------------------------|---------------------------------------|----------------| | · | 2024 | 2023 | | Non-controlling interest (NCI) percentage | 50% | 50% | | | £ | £ | | Non-current assets | 66,383 | 79,655 | | Current assets | 120,358 | 56,887 | | Non-current liabilities | | · . | | Current liabilities | (230,208) | (166,914) | | Net liabilities (100%) | (43,467) | (30,372) | | Carrying amount of NCI (50% of net liabilities) | (21,734) | (15,186) | | Revenue | 73,627 | 50,811 | | Profit/(loss) after tax | (13,095) | 4,625 | | Other comprehensive income | | | | Total comprehensive loss | (13,095) | 4,625 | | Share of NCI (50% of total comprehensive (loss)/profit) | (6,548) | 2,313 | | | * | | | Cash flows from operating activities | . - | - | | Cash flows from investing activities | - | | | Cash flows from financing activities | | - | | Net increase / (decrease) in cash and cash equivalents | | · • | | | · · · · · · · · · · · · · · · · · · · | · | | Dividends paid to non-controlling interests | . - | | ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 | 17 | Inventories | Gi | Group and Company | | | |----|------------------|--------|-------------------|--|--| | | | 202 | 24 2023
£ £ | | | | | Raw materials | 409,36 | 57 149,644 | | | | | Goods in transit | | - 27,736 | | | | | Finished goods | 123,28 | 33 787,172 | | | | | | 532,65 | 964,552 | | | No provision was made for obsolete inventory in the current year (2023: £nil). Raw materials of £805,726 (2023: £1,276,677) were consumed during the year. This has been recognised within cost of sales in the Consolidated statement of comprehensive income. ### 18 Trade and other receivables | | Group | • | Company | | |--------------------------------|-----------|-----------|------------|-----------| | | 2024 | 2023 | 2024 | 2023 | | | £ | £ | £ , | £ | | Trade receivables | 2,138,725 | 1,788,151 | 2,138,725 | 1,788,151 | | VAT recoverable | 244,974 | 386,684 | 244,975 | 386,684 | | Other receivables | 177,061 | 112,375 | 286,911 | 222,403 | | Prepayments and accrued income | 545,082 | 162,413 | 545,082 | 162,413 | | | 3,105,842 | 2,449,623 | 3,215,693 | 2,559,651 | No provision for doubtful debts in the current year (2023: £nil). Trade receivables disclosed above are measured at amortised cost. The Directors consider that the carrying amount of trade and other receivables approximates their fair value. Trade receivables of £1,571,516 (2023: £1,355,690) at the reporting date were held in Euros and £112,540 (2023: £111,654) were held in USD, with the remainder being in GBP. Please see note 30 for further details. 19 ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 | Trade and other payables | | | | | | | |------------------------------------|-----------|-----------|-----------|-----------|--|--| | | Group | | Company | | | | | | 2024 | 2023 | 2024 | 2023 | | | | | £ | £ | £ | £ | | | | Current | | | | | | | | Trade payables | 2,559,056 | 1,925,559 | 2,559,056 | 1,925,559 | | | | Accruals and deferred income | 634,614 | 640,342 | 634,614 | 640,342 | | | | Social security and other taxation | 108,490 | 56,841 | 108,490 | 56,841 | | | | Other payables | 97,342 | 196,411 | 97,342 | 196,411 | | | | | 3,399,502 | 2,819,153 | 3,399,502 | 2,819,153 | | | Trade payables of £1,023,914 (2023: £597,876) at the reporting date were held in Euros and £558,234 (2023: £382,852) were held in USD, with the remainder being in GBP. Please see note 30 for further details. ### 20 Lease liabilities 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: | | Graup a | nd Campani. | |-------------------------------------------------------------|---------|-------------| | | - | nd Company | | | 2024 | 2023 | | | £ | £ | | Current liabilities | 109,039 | 142,849 | | Non-current liabilities | 59,693 | 86,920 | | | 168,732 | 229,769 | | | | | | | Group a | nd Company | | | 2024 | 2023 | | Maturity analysis – total future payments due under leases: | £ | £ | | | | | | Within one year | 109,039 | 152,694 | | In two to five years | 69,426 | 89,285 | | Total undiscounted liabilities | 178,465 | 241,979 | | Future finance charges and other adjustments | (9,733) | (12,210) | | Lease liabilities in the financial statements | 168,732 | 229,769 | ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 20 Lease liabilities (continued) Set out below are the future undiscounted cash outflows to which the lessee is exposed to that are reflected in the measurement of lease liabilities, categorised by type of leased item: | Land and buildings | · 2024
£ | 2023
£ | |----------------------------|-------------|-----------| | Within one year | 59,012 | 106,735 | | Between two and five years | -
- | 59,949 | | | 59,012 | 166,684 | | Motor vehicles | 2024
£ | 2023
£ | | Within one year | 50,027 | 45,959 | | Between two and five years | 59,693 | 29,336 | | | 109,720 | 75,295 | Cash paid in respect of lease liabilities in the year was £155,528 (2023: £156,548) excluding interest and expenses relating to leases of low-value assets. The Group holds nine leases, for two properties and seven vehicles. All leases have fixed lease repayments and average remaining terms of 0.6 years (2023: 1.6 years) for the properties and 2.1 years (2023: 1.7 years) for the vehicles. The incremental borrowing rates applied to lease liabilities recognised in the statement of financial position at the date of initial application of IFRS 16 were 4.75% for land and buildings and 8.71% for other assets. | Amounts recognised in profit or l | loss include the following: | 2024
£ | 2023
£ | |-----------------------------------|-----------------------------|-----------|-----------| | | | | | | Interest on lease liabilities | | 9,732 | 17,009 | | Expense relating to leases of low | -value assets | | 740 | Notes to the Group financial statements (continued) For the year ended 31 December 2024 ### 21 Retirement benefit schemes ### **Defined contribution schemes** The Group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund. The total costs charged to the income statement in respect of defined contribution plans is £66,288 (2023: £54,991). Retirement benefit contributions of £10,695 remained unpaid as at 31 December 2024 (2023: £nil). ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 22 Share-based payment transactions ### **Long-Term Incentive Plan ("LTIP")** Since September 2017, the Group has operated an option scheme for executive directors, senior management and certain employees under an LTIP which allows for certain qualifying grants to be HMRC approved. Further details can be found on page 38 of the Remuneration Report. ### LTIP Replacement Award In 2021, the Company made changes to the LTIP in line with the requirements of a fundraise completed in 2020. The new plan was deemed a more appropriate scheme to incentivise management given the Company's stage of development and replaced the 2019 Award, which lapsed in its entirety in 2021. Pursuant to the updated plan, in 2021 the Company granted options over 10.5 million new Ordinary Shares, at a strike price of 6p each, in the amounts of 6 million awarded to Sean Smith and 4.5 million awarded to Alex Abrey. The options vested immediately and lapse in three equal tranches in June 2022, June 2023 and June 2024. For the first five years following grant, no shares arising from the exercise of these options may be sold unless the Company's prevailing share price is equal to, or in excess of, 10p. The shares arising from exercise of options are subject to a one-year lock-in restriction, followed by a one-year orderly market restriction. For accounting purposes, the options granted under the LTIP Replacement Award have been treated as a modification of the 2019 Award as per IFRS 2. Where awards previously granted have been deemed to be modified, IFRS 2 requires the share-based payment charge to comprise the original fair value of the awards, together with an incremental fair value. The following information is relevant in the determination of the fair value of options granted under the LTIP Replacement Award. #### Replacement Awards | Grant date
Number of awards | | • | | 30/06/2021
10,500,000 | |--------------------------------|-----------|---|----|--------------------------| | Share price | | • | | £0.10 | | Exercise price | | | | £0.06 | | Expected dividend yield | : | | | -% | | Expected volatility | • | | | 55% | | Risk free rate | | | | 0.03% | | Vesting period | | | | Nil | | Expected Life (from date | of grant) | | 0. | 5/1/1.5 years | ### Notes to the Group financial statements (continued) For the year ended 31 December 2024 ### 22 Share-based payment transactions (continued) As the options have been issued at a significant discount to the share price, the expected exercise has been assumed to equal the midpoint between the vest and lapse date. During the year, 3,500,000 (2023: 3,500,000) of the above options lapsed and £171,251 (2023: £171,251) was transferred from the warrant reserve to retained earnings. At 31 December 2024, there were nil (2023: 3,500,000) options still in issue. The share-based payment charge for the year ended 31 December 2024 in respect of the above LTIP Replacement Awards was £nil (2023: £nil). ### 2021 Award Also in 2021, the Company made a further grant of options in order to ensure continuity of long-term incentive of options over 7,183,784 new Ordinary Shares in the Company, at a strike price of 10.37p each, in the amounts of 4,102,703 awarded to Sean Smith and 3,081,081 awarded to Alex Abrey. These grants expire on 31 July 2025 and vest as follows: - 1/3 upon grant; - 1/3 12 months from the date of grant; and - 1/3 24 months from the date of grant. The share-based payment charge for the year ended 31 December 2024 in respect of the above 2022 LTIP awards was £nil (2023: £119,083). ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 22 Share-based payment transactions (continued) ### Other share options #### 2021 Award In addition to the options granted under the LTIP, certain employees were awarded approved options over a total of 996,220 shares in 2021. These have been issued at a strike price of 10-10.37p with expiry date between 30 June 2022 and 30 June 2024. 640,664 of these vested immediately with the remainder vesting over a 3-year period. The share-based payments charge in respect of all these options for the year ended 31 December 2024 was £nil (2023: £nil). During the year, none (2023: none) of these options were exercised and 121,926 (2023: none) lapsed and £1,757 (2023: £nil) was transferred from the warrant reserve to retained earnings. #### 2022 Award In 2022, the Company granted to employees a total of 2,006,939 options at an average exercise price of 6p. No awards were made to directors in 2022. 50% of the options vest immediately, with the remaining 50% vesting after one year. The following information is relevant in the determination of the fair value of options granted under the 2022 Award. | Grant date | | | • | | | 30/6/22 | |------------------------------------|---|---|---|----|---|-----------| | Number of awards | | | | | , | 2,006,939 | | Share price | | | | | • | £0.04 | | Exercise price | | | | | | £0.06 | | Expected dividend yield | | • | • | | | · - | | Expected volatility | | | | • | | .63% | | Risk free rate | • | | | .* | | 0.95% | | Vesting period | | | | | | 1 year | | Expected Life (from date of grant) | | | | | | 3 years | The share-based payments charge in respect of all these options for the year ended 31 December 2024 was £nil (2023: £nil). During the year, none (2023: none) of these options were exercised, 190,476 (2023: none) lapsed and £4,245 (2023: £nil) was transferred from the warrant reserve to retained earnings. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 22 Share-based payment transactions (continued) #### 2023 Award to Directors The Company made a further grant of options in order to ensure continuity of long-term incentive of options over 8,698,909 new Ordinary Shares in the Company, at a strike price of 5.1p each, in the amounts of 4,968,000 awarded to Sean Smith and 3,730,909 awarded to Alex Abrey. The Options expire on 31 August 2027 and vest as follows: - 1/3 upon grant; - 1/3 12 months from the date of grant; and - 1/3 24 months from the date of grant. The following information is relevant in the determination of the fair value of options granted under the 2023 Award to Directors. | Grant date | • | 30/8/23 | |------------------------------------|---|-----------| | Number of awards | | 8,698,909 | | Share price | | £0.06 | | Exercise price | | £0.05 | | Expected dividend yield | | • • - | | Expected volatility | | 65.6% | | Risk free rate | | 5.4% | | Vesting period | | 2 years | | Expected Life (from date of grant) | • | 3 years | The share-based payments charge in respect of all these options for the year ended 31 December 2024 was £79,666 (2023:£79,666). During the year, none of these options were exercised and none lapsed and £nil was transferred from the warrant reserve to retained earnings. ### 2023 Award to Employees In addition to the above options granted to Directors, the Company granted employees a total of 2,224,976 options at an average exercise price of 6p. The Options expire on 30 June 2026 and vest as follows: - 1/2 upon grant; and - 1/2 12 months from the date of grant. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 22 Share-based payment transactions (continued) The following information is relevant in the determination of the fair value of options granted under the 2023 Award to Employees. | Grant date | 18/12/23 | |------------------------------------|-----------| | Number of awards | 2,224,976 | | Share price | £0.04 | | Exercise price | £0.05 | | Expected dividend yield | - | | Expected volatility | 65.4% | | Risk free rate | 5.4% | | Vesting period | 2 years | | Expected Life (from date of grant) | 3 years | The share-based payments charge in respect of all these options for the year ended 31 December 2024 was £nil (2023: £37,827). During the year, none (2023: none) of these options were exercised and none (2023: none) lapsed and £nil (2023: £nil) was transferred from the warrant reserve to retained earnings. ### 2024 Award to Directors The Company made a further grant of options in order to ensure continuity of long-term incentive of options over 11,918,901, new Ordinary Shares in the Company, at a strike price of 6.5p each, in the amounts of 6,805,852 awarded to Sean Smith and 5,113,049 awarded to Alex Abrey. The Options expire on 30 June 2028 and vest as follows: - 1/3 upon grant; - 1/3 12 months from the date of grant; and - 1/3 24 months from the date of grant. The following information is relevant in the determination of the fair value of options granted under the 2024 Award to Directors. | Grant date | 04/07/24 | |------------------------------------|------------| | Number of awards | 11,918,901 | | Share price | £0.04 | | Exercise price | £0.07 | | Expected dividend yield | - | | Expected volatility | 65.6% | | Risk free rate | 5.4% | | Vesting period | 2 years | | Expected Life (from date of grant) | 3 years | ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 22 Share-based payment transactions (continued) The share-based payments charge in respect of all these options for the year ended 31 December 2024 was £108,411 (2023: £nil). During the year, none of these options were exercised and none lapsed and £nil was transferred from the warrant reserve to retained earnings. ### 2024 Award to Employees In addition to the above options granted to Directors, the Company granted employees a total of 2,605,322 options at an average exercise price of 6.5p. The Options expire on 30 June 2028 and vest as follows: - 1/2 upon grant; and - 1/2 12 months from the date of grant. The following information is relevant in the determination of the fair value of options granted under the 2024 Award to Employees. | Grant date
Number of awards
Share price | | | .* | | | 31/12/24
2,605,322
£0.04 | |-----------------------------------------------|-----|---|-----|---|---|--------------------------------| | Exercise price | . , | | . , | | | £0.07 | | Expected dividend yield | | | | | | - | | Expected volatility | | # | | | | 65.4% | | Risk free rate | | | | • | ٠ | 5.4% | | Vesting period | | | | | - | 2 years | | Expected Life (from date of grant) | | • | | • | • | 3 years | The share-based payments charge in respect of all these options for the year ended 31 December 2024 was £16,852. During the year, none of these options were exercised and none lapsed and £nil was transferred from the warrant reserve to retained earnings. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 22 Share-based payment transactions (continued) A summary of all the above options is set out in the table below. ### **Options awards** | | Number of sh | Number of share options | | age exercise ence) | |----------------------------|--------------|-------------------------|------|--------------------| | | 2024 | 2023 | 2024 | 2023 | | Outstanding at 1 January. | 23,486,534 | 16,312,649 | 7 | 8 | | Granted during the year | 14,524,223 | 10,923,885 | 7 | 5 | | Exercised during the year | - | (250,000) | - | 1 | | Lapsed during the year | (3,812,402) | (3,500,000) | 6 | 6 | | Exercisable at 31 December | 34,198,355 | 23,486,534 | 9 | 7 | The exercise price of options outstanding at the end of the year ranged between 6p and 10p (2023: 5p and 10p) and their weighted average contractual life was 2.1 years (2023: 2.2 years). The share-based payment charge for the year, in respect of options, was £204,928 (2023: £236,576). A total of £173,008 (2023: £179,407) was transferred from the warrant reserve to retained earnings in relation to share options that lapsed in the year. ### 23 Share capital | Ordinary share Authorised, Issued and fully paid | 2024
Number | 2023
Number | 2024
£ | 2023
£ | |--------------------------------------------------|----------------|----------------|-----------|-----------| | At the beginning of the year | 533,352,523 | 380,858,607 | 5,333,529 | 3,808,589 | | Issue of shares | - | 152,493,916 | | 1,524,940 | | At the end of the year | 533,352,523 | 533,352,523 | 5,333,529 | 5,333,529 | Each ordinary share of £0.01 has voting and dividend rights attached to them. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 24 Share premium account | | Group and Company | | | | |------------------------------|--------------------------|--------------|--|--| | | 2024 | 2023 | | | | | £ | £ | | | | At the beginning of the year | 6,413,652 | 39,308,529 | | | | Issue of shares | - | 8,373,415 | | | | Share issue costs | - | (840,116) | | | | Capital reduction | · | (40,428,176) | | | | At the end of the year | 6,413,652 | 6,413,652 | | | ### 25 Warrant reserve | | Group and company £ | |-------------------------------------------------------------------------------|---------------------| | Balance at 1 January 2023 | 701,065 | | Share-based payment expense in respect of options granted | 236,576 | | Share-based payment expense in respect of options/warrants lapsed/exercised | (179,407) | | Balance at 31 December 2023 | 758,234 | | Share-based payment expense in respect of options granted | 204,928 | | Share-based payment expense in respect of options/ warrants lapsed/ exercised | (173,008) | | Balance at 31 December 2024 | 790,154 | | | | The warrant reserve represents the fair value of share options and warrants grants, and not exercised or lapsed, in accordance with the requirements of IFRS 2 Share Based Payments. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 26 Merger reserve | | | • | | Group and Company | | | |------------------------------|----|---|------|-------------------|--------------|--| | | | | 2024 | | 2023 | | | | | | | £ | £ | | | At the beginning of the year | a. | | | - | 10,209,673 | | | Transfer of merger reserve | • | | | - | (10,209,673) | | | At the end of the year | | | | - | - | | The merger reserve arose on historical acquisitions of subsidiary undertakings for which merger relief was permitted under the Companies Act 2006. In 2023, the carrying value of the intellectual property which had arisen from an acquisition in 2003 had been reduced to zero. As such, under the Companies Act 2006, the full balance of the merger reserve of £10,209,673 was transferred to retained earnings. ### 27 Non-controlling interest | | | Group | | | |---------------------------------|------------------------|-----------|-----------|--| | | | 2024
£ | 2023
£ | | | At the beginning of the year | | 26,815 | 24,502 | | | Share of total comprehensive lo | ss/profit for the year | (6,548) | 2,313 | | | At the end of the year | | 20,267 | 26,815 | | The non-controlling interest arose from the Company's 50% share in TerpeneTech (Ireland) Limited. See note 16 for further information. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 28 Other interest-bearing loans and borrowings Change in liabilities, arising from financing activities are presented below: | Group and Company | 2024
£ | 2023
£ | |----------------------------------------|-----------|-----------| | Balance at 1 January | 229,769 | 355,323 | | Changes from financing cashflows | | | | Payment of lease liabilities* | (145,796) | (139,539) | | Total changes from financing cashflows | (145,796) | (139,539) | | | | | | Other changes | | | | New leases | 63,605 | 14,963 | | Adjustment to Right of Use Assets | 21,154 | (978) | | Total other changes | 84,759 | 13,985 | | Balance as at 31 December | 168,732 | 229,769 | \*excluding lease interest of £9,732 (2023: £17,009) ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 29 Related party transactions ### Remuneration of key management personnel The remuneration of key management personnel, including Directors, is set out in note 7 in aggregate for each of the categories specified in IAS 24 Related Party Disclosures. #### Group During the year, the Group invoiced its associate, TerpeneTech (UK), £8,900 for administration charges (2023: £9,133). Also, during the year the Group recharged £10,769 (2023: £7,054) of expenses to TerpeneTech (UK) and incurred consultancy charges of £8,292 (2023: £13,274). At the year end, an amount of £167,586 was due from TerpeneTech (UK) (2023: £233,686) to the Company. This amount is included within Trade Receivables. At the year end, an amount of £97,342 was due to TerpeneTech (UK) (2023: £99,820) from the Company. This amount is included within Other Payables. At the year end, a net amount of £120,358 was due to TerpeneTech (Ireland) from TerpeneTech (UK) (2023: £56,887 due to TerpeneTech (Ireland) from TerpeneTech (UK)). It represents the amount due in respect of the intangible asset reduced by fees receivable in respect of sales which amounted to £73,627 (2023: £50,811). This amount is included within Other Receivables. ### Company During the year, the Company invoiced its associate, TerpeneTech (UK), £8,900 for administration charges (2023: £9,133). Also, during the year the Company recharged £10,769 (2023: £7,054) of expenses to TerpeneTech (UK) and incurred consultancy charges of £8,292 (2023: £13,274). Further, at year end, £63,000 has been accrued in respect of management recharges from the Company to TerpeneTech (Ireland) (2023: £10,000) and £10,156 has been recharged for audit fees (2023: £22,914). An amount of £240,070 (2023: £166,914) is included within the Other Receivables. At the year end, an amount of £167,586 was due from TerpeneTech (UK) (2023: £233,686). This amount is included within Trade Receivables. At the year end, an amount of £97,342 was due to TerpeneTech (UK) (2023: £99,820). This amount is included within Other Payables. Related party transactions are made on an arms' length basis. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 30 Financial risk management | r | ra | d | :+ | ris | L | |----|----|---|----|-----|---| | ٠. | re | а | ľT | ris | ĸ | | Credit risk | Group | | Company | | |---------------------------|-----------|-----------|-----------|-----------| | | 2024
£ | 2023
£ | 2024
£ | 2023
£ | | Cash and cash equivalents | 3,674,796 | 7,413,107 | 3,674,796 | 7,413,107 | | Trade receivables* | 2,138,725 | 1,788,151 | 2,138,725 | 1,788,151 | | VAT recoverable* | 244,975 | 386,684 | 244,975 | 386,684 | | Other receivables* | 177,061 | 112,375 | 286,354 | 222,403 | | | 6,235,557 | 9,700,317 | 6,344,850 | 9,810,345 | \*See note 18 The average credit period for sales of goods and services is 175 days (2023: 204). No interest is charged on overdue trade receivables. At 31 December 2024, trade receivables of £681,441 (2023: £262,322) were past due. During the year the Group and Company provided for doubtful debts in the amount of £nil (2023: £nil). Trade receivables of £1,571,516 (2023: £1,355,690) at the reporting date were held in Euros and £112,540 (2023: £111,654) were held in "USD". Cash at bank of £1,512,694 (2023: £48,515) at the reporting date were held in Euros and £4,826 (2023: £28,510) were held in "USD". The Group's policy is to recognise loss allowances for expected credit losses (ECLs) on financial assets measured at amortised cost. The Group measures loss allowances for trade receivables at an amount equal to lifetime ECL. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considered reasonable and supportable information that is relevant and available without undue cost of effect. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience, information credit assessment and including forward-looking information and consideration of any actual or expected significant adverse changes in business; financial or economic conditions that are expected to cause a significant change to the borrower's ability to meet its obligations. The Group considers a financial asset to be in default and its credit risk to have increased significantly when: - the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or - the financial asset is more than 120 days past due. ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 30 Financial risk management (continued) ### Liquidity risk (excluding lease liabilities) | • | | Group and Company | | |------------------------------------|-------|-------------------|-----------| | | | 2024 | 2023 | | | Notes | £ | £ | | Trade payables | 19 | 2,559,056 | 1,925,559 | | Other payables | 19 | 9 7, 342 | 196,411 | | Social security and other taxation | 19 | 108,490 | 56,841 | | | | 2,764,888 | 2,178,811 | The carrying amount of trade and other payables approximates their fair value. The average credit period on purchases of goods is 113 days (2023: 117 days). No interest is charged on trade payables. The Group has policies in place to ensure that trade payables are paid within the credit timeframe or as otherwise agreed. Trade payables of £1,023,914 (2023: £597,876) at the reporting date were held in Euros and £558,234 (2023: £382,852) were held in USD. ## Maturity of financial liabilities (excluding lease liabilities) The maturity profile of the Group's financial liabilities at 31 December 2024 was as follows: | | 2024
£ | 2023
£ | |-----------------------------------|-----------|-----------| | In one year or less, or on demand | 2,764,888 | 2,178,811 | | Over one year | | _ | | | 2,764,888 | 2,178,811 | Notes to the Group financial statements (continued) For the year ended 31 December 2024 ### 30 Financial risk management (continued) Liquidity risk is managed by regular monitoring of the Group's level of cash and cash equivalents, debtor and creditor management and expected future cash flows. See note 1 for further details on the going concern position of the Group and Company. For details of lease liabilities, see note 20. ### Market price risk The Group's exposure to market price risk comprises currency risk exposure. It monitors this exposure primarily through a process known as sensitivity analysis. This involves estimating the effect on results before tax over various periods of a range of possible changes in exchange rates. The sensitivity analysis model used for this purpose makes no assumptions about any interrelationships between such rates or about the way in which such changes may affect the economies involved. As a consequence, figures derived from the Group's sensitivity analysis model should be used in conjunction with other information about the Group's risk profile. The Group's policy towards currency risk is to eliminate all exposures that will impact on reported results as soon as they arise. Based on the foreign currency break down provided under credit risk and liquidity risk, the impact of 5%-10% movement in foreign exchange will not have material effect. ### Capital risk management The primary objective of the Group's capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximise shareholder value. The Group seeks to enhance shareholder value by capturing business opportunities as they develop. To achieve this goal, the Group maintains sufficient capital to support its business. The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. The Group looks to maintain a reasonable debt position by repaying debt or issuing equity, as and when it is deemed to be required. No changes were made in the objectives, policies or processes for managing capital during the years ended 31 December 2024 and 31 December 2023. The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group's policy is to keep the gearing ratio below 10% (2023: below 10%). The Group includes within net debt, any interest-bearing loans and borrowings (none in the current or prior year), any loans from a venture partner (none in the current or prior year), trade and other payables, less cash and cash equivalents. The Group is not subject to any externally imposed capital requirements. ## Notes to the Group financial statements (continued) | 31 | Cash absorbed by operations | | | |-------|----------------------------------------------------------------------------|-------------|---------------| | | Consolidated | 2024 | 2023 | | | | £ . | £ (5.404.005) | | | Loss for the year after tax | (1,913,139) | (6,491,936) | | | Adjustments for: | | | | | Taxation credited | (267,008) | (428,326) | | | Interest on lease liabilities | 9,732 | 17,009 | | | Interest income | (110,483) | (34,014) | | | Foreign exchange currency losses | 95,988 | 68,802 | | , | Amortisation and impairment of intangible assets | 364,319 | 5,387,180 | | • | Depreciation and property, plant and equipment and right-of-
use assets | 232,481 | 206,426 | | | Share of associate's loss | (2,279) | 33,047 | | | Share-based payment expense | 204,928 | 236,576 | | · · . | Bad debt write off | 34,057 | | | • | | • | • • | | • | Movements in working capital: | | | | | Decrease/(Increase) in inventories | 431,902 | (339,094) | | | Increase in trade and other receivables | (656,219) | (1,790,757) | | | Increase in trade and other payables | 567,152 | 1,004,833 | | | Cash absorbed by operations | (1,008,569) | (2,130,252) | ## Notes to the Group financial statements (continued) ## For the year ended 31 December 2024 ## 31 Cash absorbed by operations (continued) | Company | | | |----------------------------------------------------------------------------|-------------|-----------------------------------------| | | 2024
£ | 2023
£ | | | | . (5.22.22) | | Loss for the year after tax | (1,900,044) | (6,496,561) | | Adjustments for: | | | | Taxation credited | (267,008) | (428,326) | | Interest on lease liabilities | 9,732 | 17,009 | | Interest income | (110,483) | (34,014) | | | , , , | | | Foreign exchange currency (gains)/losses | 95,988 | 68,802 | | Amortisation and impairment of intangible assets | 350,753 | 5,373,908 | | Depreciation and property, plant and equipment and right-of-
use assets | 232,481 | 206,426 | | Share of associate's loss | (2,279) | 33,047 | | Share-based payment expense | 204,928 | 236,576 | | Doubtful debt provision | 34,057 | ; · · · · · · · · · · · · · · · · · · · | | | | • | | Movements in working capital: | · . | | | Decrease/(Increase) in inventories | 431,902 | (339,094) | | Increase in trade and other receivables | (656,042) | (1,772,860) | | Increase in trade and other payables | 567,446 | 1,004,833 | | Cash absorbed by operations | (1,008,569) | (2,130,252) | ### Notes to the Group financial statements (continued) ### For the year ended 31 December 2024 ### 32 Capital commitments As at 31 December 2024, an amount of £251,226 (2023: £481,557) had been committed to by the Group and Company, for work not yet completed, or invoiced. Work performed in both years related to ongoing field trials and other regulatory studies. Work related to prior year commitments was invoiced during 2024. ### 33 Contingent liabilities The Company provides a two-year warranty for one of its products which solely relates to the product not being defective. Given the quality control processes that are in place, the Company is satisfied that no provision is required in this respect. ### 34 Post balance sheet events There were no adjusting or significant non-adjusting events between 31 December 2024 and the approval of the financial statements. ### 35 Controlling party There is no ultimate controlling company or party of Eden Research plc.