20 May 2025

Xeros Technology Group plc

("Xeros" or the "Company" or the "Group")

Full Year Results 2024 and Trading Update

Progression from development to live commercial agreements

Xeros Technology Group plc (AIM: XSG), the creator of technologies that reduce the impact of clothing on the planet, announces its full year results for the year ended 31 December 2024, which show clear progression from development agreements to commercial agreements.

Highlights

Neil Austin, CEO said:

"At the time of writing, we have four of the world's largest washing machine manufacturers undergoing a technical verification process for our Laundry Care technology ahead of potential Joint Development Agreements (JDAs). We are also in discussions with three major washing machine brands for our external filter. Any one of these JDAs could be potentially transformational for Xeros. Not only do they bring some immediate revenue, but they are also the pathway to the scaling of our technology and subsequent royalty payments. While timing of JDAs can be frustrating, we continue to make progress across our discussions."

Enquiries

About Xeros

Xeros Technology plc has developed patented and proven, industry-leading technologies which reduce the environmental impact of how industries make and care for clothes.

The traditional wet processing methods used in industrial and domestic laundry and garment manufacturing consume billions of litres of fresh water and large amounts of energy and chemicals, as well as damaging and weakening clothing fibres and creating rising levels of environmental pollution. It is estimated that washing machines contribute 35% of the 171 trillion microplastic particles in the ocean.

A range of actors, including consumers, the media NGOs and regulators are exerting pressure on these industries, with legislative action beginning to be taken.

Xeros' three main technologies, Microfibre Filter, Laundry Care, and Garment Finishing, facilitate garment manufacturers, industrial laundries, domestic washing machine manufacturers and consumers, to reduce their environmental impact, whilst also significantly improving efficiency in the process.

Xeros' model is to generate revenue from licensing its technologies, generating royalties and the sale of consumables. Currently there are eight agreements in place. The addressable markets in Microfibre Filter, Laundry Care, and Garment Finishing are estimated to be valued at £350m p.a., £3bn p.a. and £132m p.a. respectively.

Chairman's Statement

As I write this introduction for the review of 2024, we are almost halfway through 2025 so I am writing to you from that perspective.

The detailed review of the year and current trading are given in the CEO and FD reports but I would like to highlight some key points.

I am excited to report on concrete evidence that the transition to a sales-led organisation, under the leadership of Neil Austin, is translating into very near-term revenues.

Across all our technologies we are making solid progress. We have XOrb orders from both IFB for its domestic 9kg washing machine and Yilmak for its denim processing machines, which signal that both machines are  in the final stage ahead of sales launch. Our external microfibre filter has a world leading manufacturer in place and Russell Hobbs has been named as the first brand partner. We are also seeing increased interest for our commercial laundry care technology, with orders for machines from our partner in France, Georges, and the installation of a Xeros enabled commercial laundry machine at the Marriot Hotel at Heathrow.

Beyond these we continue to gain traction with global washing machine brands and OEMs, who are interested in our laundry care and microfibre filtration technologies, and with denim brands whose environmental goals are supported by our garment processing technology.

Operationally, we have codified our experience gained from Joint Development Agreements ("JDAs") to make improvements to the process. We have implemented a milestone, time-bound process with defined deliverables to help reduce the time it takes from JDA to market sales, which has been a delay factor in the past.

During 2024 we raised £6.3m before fees of additional working capital from a warrant exercise and fundraise to support the Group through to breakeven. With net cash at 30 April 2025 of £1.4m, ongoing prudent cost controls, and revenue, albeit dependent on our licensees, in sight, month on month cash flow breakeven during 2025 remains achievable. 

There were no changes to the Board during 2024, however, on 1 May 2025, Dr Paul Jourdan resigned as a Board Observer following the change of fund manager for Amati AIM VCT plc from Amati Global investors to Maven Capital Partners UK LLP. Amati AIM VCT plc holds 12.8% of Xeros shares, which following the change of fund manager has been renamed Maven Renovar VCT plc. On behalf of the Board, I would like to thank Paul for his contribution as a Board Observer. His support and insightful counsel have been very valuable and we wish him all the very best.

The Nominations Committee will undertake a review of the composition of the Board during the second half of 2025 to assess its ongoing suitability as it transitions to a fully-fledged commercial enterprise. We continue to add to our strategic advisory board, which extends our knowledge and reach to support the management and sales team.

I would like to once again thank you, shareholders for your ongoing support, especially as AIM stocks continue to suffer from wider issues such as liquidity and low valuations.  I also want to extend praise to the management team and everyone at Xeros for their hard work and dedication to expanding and scaling our technology.

Xeros is passing an inflection point. We have six companies going through technical verification, this is the pre-JDA process, and each of them is a significant global player. Alongside this, interest in our technologies continues to increase, with particular near-term excitement for our microfibre filtration and domestic laundry platforms. The Board remains both confident and excited about Xeros' technology and the drivers for clean-tech solutions, as well as the potential for global adoption of Xeros' technologies.

Klaas de Boer

Chairman

CEO Statement

I am pleased to report that in the year ended 31 December 2024, Xeros made considerable progress towards the commercialisation of its technology.

When I joined Xeros in 2022, my goal was to refocus the business towards the commercialisation of its innovative sustainable technologies that greatly reduce the impact of laundry on the eco-system, and to progress the agreements it had in place. I believe that 2024 was a pivotal moment, with the Group moving closer to revenue generation and breakeven.

During 2024 we signed a hugely significant contract with Donlim Group ("Donlim"), the World's largest small domestic appliance manufacturer, to manufacture our XF3 External Filter under licence. This partnership has commenced in earnest post period end. We announced in January that a Letter of Intent had been signed with a major electronics distributor and I am delighted to report that Russell Hobbs has been named as the first brand partner for the pilot production of the XF3. Russell Hobbs is owned by Spectrum brands and the XF3 will be distributed by the Product Care Group.

Our licence agreement with IFB also took a huge step forward with the 9kg domestic washing machine achieving positive feedback from its consumer trials ahead of launch. I am pleased to report that IFB recently placed a purchase order for XOrbs which provides more confidence than ever that the machines will be going into production ahead of a retail launch later this year.

The year under review also saw the Group's denim finishing partner, Yilmak Makina / KRM ("Yilmak"), launch a machine at ITM, the leading garment manufacturing show. Although full roll out was delayed at the final stage of cycle development, it is on track now to dispatch its first machines to garment manufactures and accordingly Yilmak have placed a Purchase Order for the initial XOrb requirement. Sales leads have been very encouraging, with strong interest from manufacturers and retailers alike.

During the year we also made changes to the structure of the team to support the commercialisation model. This has proved a good move evidenced by the number of companies in our technical verification process. As I write this stands at six, four in Domestic Laundry Care, one in Commercial Laundry Care, and one for Microfibre Filtration, covering some of the world's largest washing machine companies.

One of the Group's key strengths is that our technology not only significantly improves the environmental impact of washing and making clothes, it also offers real economic benefits to industry and consumers. It is this which has buoyed interest for our IP during 2024; our technology can support the fashion industry by helping it make clothes more sustainable, and it can provide washing machine manufacturers with innovation not seen for over 40 years.

Operational review

In 2024 a key part of the personnel change was completed with the appointment of Stephen Hayes as Category & Marketing Director. A veteran of the Appliances Industry Stephen's knowledge of how to maximise appeal to our core target customers has been manifest throughout the year. We are confidently and succinctly projecting our expertise to washing machine manufacturers, distributors and retailers, to showcase how we can help them improve their offering and reap the commercial benefits that come from it.

In 2023 we established an advisory board consisting of high-quality individuals with a lifetime of experience in some of the world's largest organisations to bring additional strength to our core operational team. This has been further strengthened with the addition of Juan Pillay and Joe Szeto to the board.  Juan has held leadership positions in several leading appliance brands and is one of the most respected names in his industry. Joe has an incredible network in South-East Asia, with several decades of successful new business development particularly in B2B and licensing models in consumer electronics.

Towards the end of the year we unveiled our new tagline, "The Future of Laundry' at IFA (Europe's largest consumer electronics fair) in September. This clear signalling of our technologies' purpose, allied with the Group's ambition, was extremely well received with a significant level of engagement from some of the World's largest players in the laundry and appliances Industry.

Business update

Microfibre Filtration (XF1 - domestic, XF2 - commercial, XF3 - external)

We made a huge stride forward in Microfibre Filtration, with a contract to manufacture XF3 our external filtration product for the domestic market alongside a strategic partnership with Donlim, which we announced in Q3 2024.

The first fruit of this deal will be the production and distribution of the filter under the Russell Hobbs brand as detailed above.

The XF3 has been well received, and we are in discussions with three of the World's global washing machine brands and four of Europe's largest retailers to bring the product to market.

This 'outside-of-machine' microplastic filtration device can be retrofitted to the existing domestic install base with full flexibility of placement. Following rigorous tests, we are confident that our product leads the market in microfibre capture, preventing 99% of microplastics from our laundry getting into the water systems. It has no requirement for replacement cartridges and is lifetime of machine tested.

We are also in discussions with three washing machine brands interested in having our integrated filter, the XF1, fitted into their machines. Whilst not expected to reach conclusion in the near term, it is further evidence that washing machine brands are actively looking for solutions to meet planned legislation enforcing the inclusion of microfibre capture in their products.

Our prototype commercial scale version of the filter, the XF2, has been on trial with our friends and partners Georges laundry in France and performed incredibly well in the laundering of uniforms for the likes of SNCF, Air France, etc.  With this real world validation, we are now in discussions with a leading European component manufacturer for the development of a device for the hospitality and commercial laundry sector.

Laundry Care (XC1 - domestic and XC2 - commercial)

On XC1, an important milestone was reached with IFB; in anticipation of their mass market 9kg domestic washing machine launch, they have placed the first XOrb orders to support the initial sales period of the machine.

Our sales pipeline for XC1 grew strongly in 2024, and in January of this year we announced a 'paid for' technical verification process with one of the World's largest and best-known washing machine brands. This takes the total number to four of the World's largest washing machine brands engaged in a pre-JDA process.

Our long-standing partner in France, Georges, a leading commercial laundry business that specialises in the cleaning and maintenance of workwear and PPE, has extended its services into the firefighting industry, winning contracts with a number of regional services. On the back of this expansion, they have ordered three more Xeros enabled commercial laundry machines to facilitate this new demand.

In the UK we were delighted to have reached an agreement with the Marriott Group for the installation of a Xeros enabled commercial washing machine (XC2) at their Heathrow site.  Beyond the UK, Xeros and IFB have placed a machine in the 5 Star ITC Mementos Hotel in Jaipur. These 'proof of concept' installations are a showcase for future deployments.

Garment Finishing (XFN1 - Denim and XFN2 - Washing)

Following a successful launch at the ITM Trade show our technical team have developed a bespoke 'pumice replacement' XOrb cycle with Yilmak. This provides them with a market leading alternative to the ever increasing cost and environmental impact generated by the use of pumice stone.  Several high-profile garment manufacturers around the World have expressed interest in having machines placed in their facilities. Complemented by the significant retail and brand 'pull' in the technology, a full-scale launch is on track for 2025.

Accordingly, Yilmak moved out of the development phase of our engagement and into commercial readiness. This was signalled by the placing of its first XOrb orders.

Our other licensing partner Ramsons, a leading full range supplier of equipment solutions to the apparel industry in South and East Asia, is performing consistently and anticipates further installations in Sri Lanka and Pakistan.

We are of huge interest to Denim brands and continue to engage with them, and retailers, who are keen to take advantage of the economic and environmental benefits of our sustainable technology. In anticipation of further denim processing machine installations in 2025, we look forward to making further announcements in this space.

Strategy

Our strategy to become an IP-rich, capital-light licensor of proprietary technology solutions to multiple scale industries, all of which deploy the same Xeros core technologies remains.

Our technology provides cost-effective and sustainability solutions for garment manufacture and clothing care within the $2.5 trillion fashion industry and the $55 billion domestic washing machine market. The addressable markets in Microfibre Filter, Laundry Care, and Garment Finishing are estimated to be valued at £350m p.a., £3bn p.a. and £132m p.a. respectively.

To achieve market penetration, we take a three-pronged approach:

Our focus over the last two years has been on commercial partnerships.

ESG

In September 2023 Xeros became a certified B Corp business. This means we have to meet rigorous standards, that make us part of a global movement of companies dedicated to using business as a force for good. We are proud to be included in a network of over 6,000 mission-led businesses, committed to meeting the rising standards for social and environmental performance.

Xeros develops innovative sustainable technologies that greatly reduce the impact of laundry on the eco-system. Our technology achieves superior performance, is cost effective and highly efficient all whilst minimising the environmental impact of manufacturing and cleaning our clothes.

Our products reduce water use, chemical use, energy use, and can prevent microfibres from our laundry entering the oceans. It is estimated that 35% of all microplastic in the oceans come from washing our clothes.

Being a B Corp is a testament to our team and we remain dedicated to making a positive difference in our communities and beyond.

Post Period End and Outlook

On the back of our progress in 2024, and the near-term revenue opportunities progressed in 2025, month on month cash flow breakeven remains achievable in the current financial year, albeit dependent on the timing of licensees.

At the time of writing, we have four of the world's largest washing machine manufacturers undergoing a technical verification process for our Laundry Care technology ahead of potential Joint Development Agreements (JDAs). We are also in discussions with three major washing machine brands for our external filter. Any one of these JDAs could be potentially transformational for Xeros. Not only do they bring some immediate revenue, but they are also the pathway to the scaling of our technology and subsequent royalty payments. While timing of JDAs can be frustrating, we continue to make progress across our discussions.

The XF3 external filter, retail sales of the 9kg IFB washing machine, the signing of one JDA, and sales of Yilmak's denim processing machines, are our near-term revenue generators underpinning our current expectations.

As well as the commercialisation opportunities we have in hand, we continue to gain attention from the wider market about the potential of our technology to help save money, generate new sales interest, meet upcoming environmental legislation and aid the fashion industry in its need for more sustainable fashion. This interest together with the belief that our technology is 'The Future of Laundry' and the best solution for the industry's problems, gives us confidence in the longer-term and global potential of the Group.

Neil Austin

Chief Executive Officer

Financial review

Group revenue was generated as follows:

The financial results in 2024 reflect the continuation of the Group's shift to a pure licensing business. While, as communicated previously, there were delays in the commencement of the Group's anticipated licencing revenue, long standing partners continued to value the Group's technology, and the Group remains well positioned as contracts come online.

The Group's future revenue is based upon the anticipated commercial progress made by its commercial partners as they market and sell products incorporating Xeros technology into their respective markets. The Group has made further progress in the year at setting an appropriate cost based, which can support existing and attract new licence partners, with an expectation that this cost base can support the Group in the medium term as it moves into profitability.

Further information on these financial results is provided below.

Group revenue decreased by 45.8% to £0.2m in the year ended 31 December 2024 (2023: £0.3m). The Group's revenue is derived from three principal sources:

The Group continues to receive service revenue related to the retained estate of commercial laundry machines in the UK and Europe. As the licensing model grows, this service revenue is expected to become a smaller part of the overall revenue mix.

Licensing revenue in the period was £0.06m (2023: £0.14m), a decrease of 54.3%; revenue from sale of goods was £0.05m in the period (2023: £0.08m), a decrease of 37.7%. Service revenue in the period decreased to £0.05m (2023: £0.08m).

The decrease in revenue and the revenue mix recorded in the year led to a decrease in gross margin for the period to £0.14m (2023: £0.25m), a decrease of 43.3%, resulting in a gross margin percentage of 86.3% (2023: 82.5%).

The Group decreased its adjusted EBITDA loss by 5.2% to £4.4m (2023: loss £4.6m) as a result of ongoing cost controls.

Gross profit/loss and adjusted EBITDA are considered the key financial performance measures of the Group as they reflect the trading activities of the Group, which are focused on core commercialisation activities. Adjusted EBITDA is defined as the loss on ordinary activities before interest, tax, share-based payments and warrant expense, depreciation and amortisation.

Administrative expenses, decreased by 4.8% to £4.7m (2023: £5.0m), following a reduction in the Group's headcount and a continued focus on cost across the business. The Group's average headcount fell by 10% in the year to 27 (2023: 30).

The Group reported an operating loss of £4.6m (2023: loss £4.7m), a decrease of 2.8%. The loss per share was 0.98p (2023: loss 2.82p).

Net cash outflow from operations decreased by 3.7% to £4.5m (2023: £4.7m) as a result of the Group's overall cost reduction, as shown in a reduction in cash used in operations to £4.7m (2023: £5.2m), and the receipt of £0.2m R&D tax credits from HMRC relating to 2023. Cash utilisation was in line with the Board's expectations. Cash utilisation is not expected to increase during 2025.

The Group had existing cash resources, including cash on deposit, as at 31 December 2024 of £2.8m (2023: £1.6m) and remains debt free. The Going Concern statement within this announcement draws attention to the Directors' views on the Group's ongoing prospects and the key assumptions behind the preparation of the Group's Annual Report for the year ended 31 December 2024 on a going concern basis, including their views on the material uncertainty contained within that statement.

Alex Tristram

Finance Director

Consolidated statement of profit or loss and other comprehensive income

For the year ended 31 December 2024

* Adjusted EBITDA comprises loss on ordinary activities before interest, tax, share-based payment expense, warrant expense, depreciation and amortisation.

Consolidated statement of changes in equity

For the year ended 31 December 2024

Consolidated statement of financial position

For the year ended 31 December 2024

Consolidated statement of cash flows

For the year ended 31 December 2024

Notes to the consolidated financial information

For the year ended 31 December 2024

1) BASIS OF PREPARATION

The financial information has been prepared in accordance with the recognition and measurement principles of International Accounting Standards in conformity with the requirements of the Companies Act 2006 and in accordance with the AIM rules. The principal accounting policies of the Group have remained unchanged from those set out in the Group's 2023 annual report.

The financial information has been prepared under the historical cost convention and is presented in Sterling, rounded to the nearest thousand.

The financial information set out in this preliminary announcement does not constitute statutory accounts as defined by section 434 of the Companies Act 2006. The financial information for the period ended 31 December 2024 was approved by the Board on 19 May 2025 and has been extracted from the Group's financial statements upon which the auditor's opinion is unmodified and does not include a statement under section 498(2) or (3) of the Companies Act 2006, but does include an emphasis of matter regarding the material uncertainty related to going concern described below.

The statutory accounts for the period ended 31 December 2024 will be posted to shareholders at least 21 days before the Annual General Meeting and made available on our website www.xerostech.com. In due course, they will be delivered to the Registrar of Companies. The statutory accounts for the period ended 31 December 2023 have been delivered to the Registrar of Companies.

The preparation of financial statements in conformity with UK-adopted International Accounting Standards requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income, and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

In preparing the financial information, management are required to make accounting assumptions and estimates. The assumptions and estimation methods are consistent with those applied to the annual report and financial statements for the year ended 31 December 2023. Additionally, the principal risks and uncertainties that may have a material impact on activities and results of the Group remain materially unchanged from those described in that annual report.

Business combinations and basis of consolidation

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are deconsolidated from the date control ceases.

Intercompany transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated.

Where the acquisition is treated as a business combination, the purchase method of accounting is used to account for the acquisition of subsidiaries by the Group.

The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Acquisition costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of the acquisition is less than the fair value of net assets of the subsidiary acquired, the difference is recognised directly in the income statement.

All intragroup balances and transactions, including unrealised profits arising from intragroup transactions, are eliminated fully on consolidation.

Going concern

As at 31 December 2024, the Group had £2.8m of cash and cash equivalents. At this stage of its development, the Group incurs operating cash outflows and is reliant on existing cash resources to fund its operations. The Group has made commercial progress in recent periods and expects to generate revenue within 2025. The Directors consider that the Group has and expects to generate sufficient cash to meet its obligations as they fall due for at least 12 months following the date of this report. The Directors also believe that these financial resources, alongside the Group's existing and anticipated customer contracts, provide the Group with a platform to reach cash breakeven.

While the Group actively manages key customer stakeholders where appropriate, the revenue anticipated to allow the Group to reach cash breakeven anticipated to be generated by these contracts is reliant on the actions of third parties and there remains risk that progress is not forthcoming in the timeframes anticipated by the Directors. As a result of uncertainties over the timing of commercialisation, the Directors consider there be a material uncertainty over the going concern status of the Group. The Directors consider that they have a number of options in place should there be delays in commercialisation, including reductions in discretionary spending, that would allow the existing cash resources to provide a longer runway. For these reasons, they continue to adopt the going basis of accounting in preparing this financial information.

The Group is subject to a number of risks, including those as set out in the strategic report within the Group's Annual Report. These risks include the global macro-economic conditions, particularly in the global markets in which the Group and its partners operate. The going concern assessment as carried out by the Directors has taken the impact of these into account as far as possible. While this inclusion does not change the assessment of the Directors in respect of going concern, the Group remains reliant on the progress of international licence partners in order for it to execute the commercialisation strategy.

When making their going concern assessment the Directors assess available and committed funds against all non-discretionary expenditure, and related cash flows, as forecast for the period ended 31 December 2026. These forecasts indicate that the Group is able to settle its liabilities as they fall due in the forecast period. In these forecasts the Directors have considered appropriate sensitivities, including the progress of the Group's commercial contracts. Accordingly, whilst the Directors acknowledge the material uncertainties mentioned above, they continue to believe that the going concern assumption is appropriate for the Group and the financial statements have been prepared on that basis.

2) SEGMENTAL REPORTING

The financial information by segment detailed below is frequently reviewed by the Chief Executive Officer, who has been identified as the Chief Operating Decision Maker ("CODM"). The Group considers that it currently has one operating segment and reports revenue by type.

An analysis of revenues by type is set out below:

The Group's had two customers responsible for more than 10% of revenue, who were responsible for 49% and 31% respectively.

During the year ended 31 December 2023 the Group's largest customer was responsible for 32% of Group revenue.

An analysis of revenues by geographic location of customers is set out below:

3)  LOSS FROM OPERATIONS

4) TAXATION

Tax on loss on ordinary activities

The credit for the year can be reconciled to the loss before tax per the statement of profit or loss and other comprehensive income as follows:

Factors affecting the current tax charges

The tax assessed for the year varies from the main company rate of corporation tax as explained below:

The Group accounts for Research and Development tax credits where there is certainty regarding HMRC approval. The Group has received a tax credit in respect of the year ended 31 December 2023. There is no certainty regarding the claim for the year ended 31 December 2024 and as such no relevant credit or asset is recognised.

5) LOSS PER SHARE (BASIC AND DILUTED)

Basic loss per share is calculated by dividing the loss attributable to equity holders of the parent by the weighted average number of ordinary shares in issue during the year. Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares in issue during the period to assume conversion of all dilutive potential ordinary shares.

The weighted average number of shares in issue throughout the period is as follows.

The Company has issued employee options over 36,222,942 (31 December 2023: 9,557,130) ordinary shares which are potentially dilutive. There is, however, no dilutive effect of these issued options as there is a loss for each of the periods concerned.

6)  SHARE CAPITAL AND WARRANTS

The Group undertook a share capital reorganisation exercise during the year ended 31 December 2022, splitting the ordinary shares with a nominal value of 15p into ordinary shares of 0.1p and deferred shares of 14.9p. The new deferred shares have no significant rights attached to them and carry no right to vote or participate in distribution of surplus assets and have not been admitted to trading on the AIM market of the London Stock Exchange plc, nor will they in the future. Accordingly, deferred shares are excluded from the calculation of earnings per share in note 9.

As permitted by the provisions of the Companies Act 2006, the Company does not have an upper limit to its authorised share capital.

The following is a summary of the changes in the issued share capital of the Company during the period ended 31 December 2024:

a)   On 18 January 2024, 1,502,405 ordinary shares of 0.1p per share were allotted at a price of 2.85p per share, for total cash considerations of £42,819 upon the exercise of warrants.

b)   On 26 January 2024, 12,450,041 ordinary shares of 0.1p per share were allotted at a price of 2.85p per share, for total cash considerations of £354,826 upon the exercise of warrants.

c)   On 29 January 2024, 2,732,434 ordinary shares of 0.1p per share were allotted at a price of 2.85p per share, for total cash considerations of £77,874 upon the exercise of warrants.

d)   On 30 January 2024, 7,922,845 ordinary shares of 0.1p per share were allotted at a price of 2.85p per share, for total cash considerations of £225,801 upon the exercise of warrants.

e)   On 31 January 2024, 10,315,622 ordinary shares of 0.1p per share were allotted at a price of 2.85p per share, for total cash considerations of £293,995 upon the exercise of warrants.

f)    On 2 February 2024, 23,990,588 ordinary shares of 0.1p per share were allotted at a price of 2.85p per share, for total cash considerations of £683,732 upon the exercise of warrants.

g)   On 5 April 2024, 15,098,290 ordinary shares of 0.1p per share were allotted at a price of 1.50p per share, for total cash considerations of £226,474 upon a placing

h)   On 30 April 2024 295,691,271 ordinary shares of 0.1p per share were allotted at a price of 1.50p per share, for total cash considerations of £4,435,369 upon a placing and retail offer

At 31 December 2023, the Company had two classes of share, being ordinary shares of 0.1p each and deferred shares of 14.9p each.

The Group's Share Capital reserve represents the nominal value of the ordinary shares in issue. The Group's Share Premium Reserve represents the premium the Group received on issue if its shares. The Group's Deferred Share Capital reserve represents the nominal value of the deferred shares in issue. The Merger Reserve arose on the combination of companies within the Group prior to the flotation on AIM.

As part of the placing completed in October 2022 the Group issued warrants to purchase ordinary shares of 0.1p for a fixed fee of 5p per share. Following consultation with warrant holders, the outstanding warrants were repriced to 2.85p per share in December 2023. In addition, the warrant exercise lapse date was amended to 31 January 2024. The warrant charge as calculated based on this reprice was lower than the initial warrant charge recognised on issue and hence no adjustment to the warrant charge has been recognised in these financial statements.

7)  RELATED PARTY TRANSACTIONS

During the year, the Group entered into transactions, in the ordinary course of business, with other related parties. Those transactions with directors are disclosed below. Transactions entered into, along with trading balances outstanding at each period end with other related parties, are as follows:

Note: IP Group plc provided the services of David Baynes, who was a director of the Company until 31 December 2022, and invoice the Group for related fees. David Baynes was a Director of both the Company and of IP Group plc.

Note2: Cofra London Limited provided the services of Donald Brenninkmeijer as a strategic advisor to the Board, and invoice the Group for related fees.

Note3: Amati Global provide a board observer to the Board and invoice the group for related fees.

Terms and conditions of transactions with related parties

Purchases between related parties are made on an arm's length basis. Outstanding balances are unsecured, interest free and cash settlement is expected within 60 days of invoice. 

Transactions with Key Management Personnel

The Company's key management personnel comprise only the Directors of the Company. During the period, the Company entered into the following transactions in which the Directors had an interest:

Directors' remuneration:

Remuneration received by the Directors from the Company is set out below. Further detail is provided within the Directors' remuneration report:

*In addition, certain Directors hold share options in the Company for which a fair value share based charge of £175,000 has been recognised in the consolidated statement of profit or loss and other comprehensive income (year ended 31 December 2023: (£20,000)).

The highest-paid Director in the year received a total remuneration of £221,000 (year ended 31 December 2023: £221,000). During the year ended 31 December 2024, the Company entered into numerous transactions with its subsidiary companies which net off on consolidation - these have not been shown above.

Forward-looking statements

This announcement may include certain forward-looking statements, beliefs or opinions, including statements with respect to Xeros' business, financial condition and results of operations. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other various or comparable terminology. These statements are made by the Xeros Directors in good faith based on the information available to them at the date of this announcement and reflect the Xeros Directors' beliefs and expectations. By their nature these statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, developments in the global economy, changes in government policies, spending and procurement methodologies, and failure in health, safety or environmental policies.

No representation or warranty is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Forward-looking statements speak only as at the date of this announcement and Xeros and its advisers expressly disclaim any obligations or undertaking to release any update of, or revisions to, any forward-looking statements in this announcement. No statement in the announcement is intended to be, or intended to be construed as, a profit forecast or to be interpreted to mean that earnings per Xeros share for the current or future financial years will necessarily match or exceed the historical earnings. As a result, you are cautioned not to place any undue reliance on such forward-looking statements.