AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

XTPL S.A.

Annual / Quarterly Financial Statement Apr 25, 2024

5868_rns_2024-04-25_f673ec76-1676-48ca-96e7-852748fd2c08.pdf

Annual / Quarterly Financial Statement

Open in Viewer

Opens in native device viewer

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD FROM JANUARY 1, 2023 TO DECEMBER 31, 2023

XTPL GROUP

APRIL 25 2024 R.

XTPL Spółka Akcyjna, a joint stock company having its registered office at ul. Stabłowicka 147, 54-066 Wrocław, entered in the business register of the National Court Register kept by the District Court for Wrocław-Fabryczna, VI Commercial Division of the National Court Register under KRS No. 0000619674 ("XTPL", "XTPL S.A.", "Company", "Entity", "Parent Company", "Issuer"), NIP: 9512394886, REGON: 361898062.

As at December 31, 2023 ("Balance Sheet Date"), the share capital of XTPL S.A. amounted to PLN 230,422.20 and consisted of 2,304,222 shares with a nominal value of PLN 0.10 each.

This document relates to XTPL Group ("Group", "XTPL Group"), and contains the Group's consolidated financial statements ("Report").

The Group includes the parent company and a subsidiaries XTPL Inc. with its registered office in the USA, and TPL Sp. z o.o., fully controlled by XTPL S.A. ("Subsidiary", "Subsidiary Undertaking").

Unless indicated otherwise, the source of data in the Report is XTPL S.A. The Report publication date ("Report Date") is 25, April 2024. As at the Report Date, the share capital of XTPL S.A. amounted to PLN 234,987.70 and consisted of 2,349,877 shares with a nominal value of PLN 0.10 each ("Shares").

In this Report, the consolidated financial statements mean the consolidated financial statements (including the Parent Company and the Subsidiaries) for the period from January 1 to December 31, 2023 (the "Reporting Period") prepared in accordance with the International Financial Reporting Standards approved for application in the EU.

"Regulation on current and financial reports" – the Finance Minister's Regulation of March 29, 2018 on current and periodic reports released by the issuers of securities and the conditions for equivalent treatment of the information required by the laws of non-member states.

"Accounting Act" – the Accounting Act of September 29, 1994.

Due to the fact that the activities of XTPL S.A. have a dominant impact on the Group's operations, the information presented in the Management Report (contained in a separate document) relates to both to XTPL S.A. and XTPL Group, unless indicated otherwise.

Unless stated otherwise, the financial data are presented in PLN thousands.

5
6
9
9
9
9
9
10
11
12
12
13
14
15
16
50

Selected consolidated figures and key information about the Issuer

1 SELECTED CONSOLIDATED FIGURES

Figures in PLN thousand January 1 – December 31,
2023
January 1 –December 31, 2022
PLN EUR PLN EUR
Net revenue from the sale of products and services 13,418 2,963 10,042 2,142
Revenue from grants 2,057 454 2,775 592
Profit (loss) on sales 7,048 1,556 5,985 1,277
Profit (loss) before tax -4,828 -1,066 -2,118 -452
Profit (loss) after tax -4,851 -1,071 -2,137 -456
Depreciation/amortization 1,958 432 1,004 214
Net cash flows from operating activities -4,822 -1,065 4,724 1,008
Net cash flows from investing activities -7,503 -1,657 -2,435 -519
Net cash flows from financing activities 33,560 7,411 -833 -178
Figures in PLN thousand December 31, 2023 December 31, 2022
Equity 33,592 7,726 3,975 848
Short-term liabilities 9,380 2,157 7,087 1,511
Long-term liabilities 4,970 1,143 6,447 1,375
Cash and cash equivalents 27,275 6,273 6,010 1,281
Short-term receivables 3,974 914 2,588 552
Long-term receivables 33 8 44 9

2 KEY INFORMATION ABOUT THE ISSUER

Business name: XTPL Spółka Akcyjna
Registered Office: Wrocław, Poland
Address Stabłowicka 147, 54-066 Wrocław, Poland
Country Poland
KRS: 0000619674
NIP (Tax Identification
Number)/EU VAT No.
9512394886
REGON 361898062
Registry Court:
District Court for Wrocław-Fabryczna, VI Comm. Div. of the National Court Register
Country of registration: Poland
Share capital: PLN 234,987.70, paid up in full.
Phone number: +48 71,707 22 04
Website: www.xtpl.com
Email: [email protected]
Place of business: Stabłowicka 147, 54-066 Wrocław, Poland
Activity Code: 72.19.Z, OTHER RESEARCH AND EXPERIMENTAL DEVELOPMENT ON NATURAL
SCIENCES AND ENGINEERING;

Parent Company XTPL S.A. (joint stock company) has the status of a public company. Since February 20, 2019, its shares have been listed on the regulated (parallel) market operated by the Warsaw Stock Exchange.

As regards financial reporting, the Group uses IASs/ IFRSs.

The presented consolidated financial statements cover the period of 12 months from January 1 to December 31, 2023.

Management Board

As at the Balance Sheet Date and the Report Date, the Management Board of the Parent Company performed its duties in the following composition:

  • Filip Granek, PhD, CEO
  • Jacek Olszański Management Board Member

Supervisory Board

As at the Balance Sheet Date and the Report Date, the Supervisory Board performed its duties in the following composition:

  • Wiesław Rozłucki, PhD Chairman of the Supervisory Board an independent Supervisory Board Member
  • Bartosz Wojciechowski, PhD Deputy Chairman of the Supervisory Board
  • Beata Turlejska Supervisory Board Member
  • Professor Herbert Wirth an independent Supervisory Board Member
  • Piotr Lembas an independent Supervisory Board Member

Audit Committee

As at the Balance Sheet Date and the Report Date, the Audit Committee performed its duties in the following composition:

  • Piotr Lembas Chairman of the Audit Committee
  • Wiesław Rozłucki, PhD independent Audit Committee Member
  • Professor Herbert Wirth independent Audit Committee Member

Structure of XTPL Group as at the Balance Sheet Date and the Report Date:

Annual consolidated financial statements

3 ANNUAL CONSOLIDATED FINANCIAL STATEMENTS

3.1 Period covered by the financial statements

These financial statements cover the period of 12 months ended December 31, 2023 and the data as of that date.

3.2 Comparative data

The statement of comprehensive income, the statement of cash flows and the statement of changes in equity cover the data for the 12 months ended December 31, 2023 as well as comparative data for the period of 12 months ended December 31, 2022. The statement of financial position covers the data presented as at December 31, 2023, and comparative data as at December 31, 2022.

3.3. Identification of consolidated financial statements

These are consolidated financial statements. As at December 31, 2023, the Parent Company had two subsidiaries.

3.4 Foreign currency transactions

The items included in the financial statements are presented in the Polish zloty, which is the functional currency of the Group.`

Transactions expressed in foreign currencies are translated at initial recognition into the functional currency as follows:

  • at the exchange rate actually used, i.e. at the buy or sell rate applied by the bank at which the transaction takes place, in the case of currency sale or purchase transactions and payment of receivables or liabilities, or at the rate arising from contracts signed with the entity's bank or the rate agreed through negotiations;
  • at the average exchange rate set for the particular currency by the National Bank of Poland as at the transaction date for other transactions. The exchange rate applicable at the transaction date is the average exchange rate of the National Banking of Poland announced on the last business day before the transaction.

At the end of each reporting period:

  • any cash items expressed in foreign currency are converted using the closing rate applicable on that day, i.e. the average exchange rate set for the particular currency by the National Bank of Poland;
  • any non-cash items measured at historical cost in a foreign currency are converted using the exchange rate (i.e. the average exchange rate set for the particular currency by the National Bank of Poland) applicable on the transaction date, and
  • any non-cash items measured at fair value in a foreign currency are converted using the exchange rate (i.e. the average exchange rate set for the particular currency by the National Bank of Poland) applicable on the date of determination of the fair value.

Foreign exchange gains and losses arising from:

  • settlement of transactions in a foreign currency;
  • balance sheet valuation of cash assets and liabilities other than derivative instruments expressed in foreign currencies are recognized in profit or loss.

3.4.1 FX rates

2023 2022
January–December January–December
exchange rates used in the financial statements EUR USD EUR USD
for balance sheet items 4.3480 3.9350 4.6899 4.4018
for profit or loss and cash flow items 4.5284 4.1823 4.6883 4.4679

The following exchange rates were adopted for the purpose of preparing the financial statements:

3.5 Basis of preparation

These consolidated financial statements have been prepared under the historical cost convention, except for financial instruments measured at fair value. These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") approved by the EU. Taking into account the ongoing IFRS implementation process in the EU, as regards the Group's operations there is no difference between the already implemented IFRS and the IFRS approved by the EU for the financial year ended December 31, 2023. IAS and IFRS include the standards and interpretations approved by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee (IFRIC).

3.5.1 New and amended IFRSs

Presented below are new or amended provisions of IASs/IFRSs and IFRIC interpretations that were adopted in the EU and applied by the Group since January 1, 2023:

  • IFRS 17 Insurance Contracts (published on May 18, 2017), including amendments to IFRS 17 Insurance Contracts (published on June 25, 2020) – applicable to reporting periods commencing on or after January 1, 2023;
  • Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies (published on February 12, 2021) – applicable to reporting periods commencing on or after January 1, 2023;
  • Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of accounting estimates (published on February 12, 2021) – applicable to reporting periods commencing on or after January 1, 2023.
  • Amendments to IAS 12 Income Tax; Deferred Tax related to Assets and Liabilities arising from a Single Transaction (published on May 7, 2021) – applicable to reporting periods commencing on or after January 1, 2023;
  • Amendments to IFRS 17 Insurance Contracts: Initial application of IFRS 17 and IFRS 9 Comparative Information (published on 9 December 2021) – applicable to reporting periods commencing on or after January 1, 2023.
  • Amendments to IAS 12 Income Tax; International Tax Reform - Pillar Two Model Rules (published on May 23, 2023) - possible to apply an exception and apply the changes immediately, but disclosure requirements are required for annual periods beginning on or after January 1, 2023.

3.5.2 New standards and interpretations that have been published but have not been adopted for application yet

Presented below are new or amended provisions of IASs/IFRSs and IFRIC interpretations that were already issued by the International Accounting Standards Board and were approved by the EU, but have not been implemented yet:

  • Amendments to IFRS 16 Leases; Lease liability in a sale and leaseback transaction (published on September 22, 2022) applicable for reporting periods beginning on or after January 1, 2024,
  • Amendments to IAS 1 Presentation of Financial Statements: Classification of liabilities as current or non-current (published on January 23, 2020) - Classification of liabilities as current or non-current - deferral, effective date (issued on July 15, 2020) and
Consolidated financial statements for 2023
10

- Non-current liabilities with covenants (issued on October 31, 2022), applicable to the reporting periods commencing on or after January 1, 2024.

The following standards and interpretations have been issued by the International Accounting Standards Board, but have not been approved by the EU yet:

  • Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures relate to the disclosure of information about supplier finance arrangements and are applicable to the annual periods beginning on or after January 1, 2024.
  • Amendments to IAS 21 Effects of changes in foreign exchange rates: Lack of exchangeability (published on August 15, 2023) applicable for reporting periods beginning on or after January 1, 2025.

The effective dates are the dates arising from the standards published by the International Financial Reporting Board. The effective dates of the standards in the European Union may differ from the effective dates arising from the standards and are announced upon the adoption of the standards by the European Union.

3.6 Going concern

These financial statements have been prepared on the assumption that the Group will continue in operation for at least 12 months after the balance sheet date.

When assessing the Parent Company's ability to continue as a going concern, its Management Board takes into account the current cash position, commercialization progress and sales plans, ongoing projects co-funded by the European Union, the ability to meet obligations, and possible plans to obtain further funding.

In November 2023, the Management Board of the Parent Company published the Company's 2023-2026 Strategy whose main goal is PLN 100 million in sales revenues by the end of 2026. The investment plan related to the implementation of the Strategy was estimated at PLN 60 million. In July 2023, the Company raised PLN 34 million through the issue of shares, securing the stage of building the organizational structure, increasing production capacity and activities aimed at increasing sales in subsequent periods and financing sales growth. As the Report Date, the stage of expanding the organizational structure, strengthening the team's skill set and increasing production capacity has been largely completed and the Company is focusing on sales-related activities. The sales of equipment, including industrial equipment, are growing. Four of the nine projects aimed at putting the XTPL technology on the production lines of entities from the display, semiconductor and PCB industry are at an advanced stage. This creates the potential to make a significantly larger number of deliveries in subsequent periods, and thus to strengthen the Group's operational cash flow. The cash available to the Group at the Report Date ensures continued operations for the next 12 months, and growing sales revenues should enable financing of business growth in the coming years. If a high-value contract is signed with an industrial partner, the Parent Company's Management Board will not rule out the need to finance part of the contract with debt.

The Group wishes to continue participating in subsequent grant programs that can largely finance its internal R&D.

After the balance sheet date, the convertible bonds were converted into shares with a nominal value of PLN 3,378 thousand, which did not affect the Company's financial position.

The impact of the pandemic and the war in Ukraine on the Group's operations was described in Note 3.12.66 and Note 3.12.67 of the report, respectively.

3.7 Approval of the financial statements

This financial report for the period from January 1, 2023 to December 31, 2023 was approved for publication by the XTPL Management Board on April 25, 2024.

ASSETS Note 3.12 31.12.2023 31.12.2022
PLN '000
Non-current assets
14,654 7,781
Property, plant and equipment 4,5,6,7,8,9 5,072 4,298
Intangible assets 1,2,3 9,549 3,439
Long-term receivables 13 33 44
Current assets 33,288 9,728
Inventories 1,830 948
Trade receivables 18 1,203 786
Other receivables 19 2,771 1,802
Cash and cash equivalents 20 27,275 6,010
Other assets 209 182
Total assets 47,942 17,509

3.8 Annual consolidated statement of financial position

EQUITY AND LIABILITIES NOTE 31.12.2023 31.12.2022
PLN '000
Total equity
33,592 3,975
Share capital 23 230 203
Supplementary capital 36,084 1,531
Own shares 23 -4 -4
Reserve capital 1,916 4,172
FX differences arising on translation -39 74
Retained earnings -4,595 -2,001
Long-term liabilities 4,970 6,447
Long-term financial liabilities 25 169 3,573
Deferred income in respect of grants 30 4,801 2,874
Short-term liabilities 9,380 7,087
Trade liabilities 26 1,956 1,441
Short-term financial liabilities 29 3,980 336
Other liabilities 27 1,798 3,021
Deferred income in respect of grants 30 1,646 2,289
Total equity and liabilities 47,942 17,509

3.9 Annual consolidated statement of comprehensive income

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
PLN '000
NOTE 01.01.2023
-
12.12.2023
01.01.2022
-
12.12.2022
Continued operations
Sales 39 15,475 12,817
Revenues from the sale of products and services 41 13,418 10,042
Revenue from grants 39 2,057 2,775
Cost of sales 42 8,427 6,832
Research and development expenses 5,044 6,081
Cost of finished goods sold 3,383 751
Gross profit (loss) 7,048 5,985
General and administrative expenses 42 11,861 7,777
Other operating income 46 11 -
Other operating costs 47 40 11
Write-off of goodwill of related parties -
Operating profit (loss) -4,842 -1,803
Financial revenues 48 398 6
Financial expenses 49 384 321
Profit/ loss before tax -4,828 -2,118
Income tax 16.28 23 19
Net profit (loss) on continued operations -4,851 -2,137
Discontinued operations -
Net profit (loss) on discontinued operations -
Net profit (loss) on continued and discontinued operations -4,851 -2,137
Profit (loss) attributable to non-controlling interests
Profit (loss) attributable to shareholders of the parent -4,851 -2,137
Other comprehensive income -113 4
Items that can be transferred to profit or loss in subsequent reporting
periods -113 4
FX differences arising on conversion of foreign affiliates -113 4
Items that will not be transferred to profit or loss in subsequent periods - -
Total comprehensive income -4,964 -2,133
Total comprehensive income attributable to non-controlling shareholders - -
Total comprehensive income attributable to the parent company -4,964 -2,133
Net earnings (loss) per share (in PLN)
On continued operations
Ordinary -2.11 -1.05
Diluted -2.06 -1.02
On continued and discontinued operations
Ordinary -2.11 -1.05
Diluted -2.06 -1.02
number of shares to calculate ordinary profit (loss) per share 2,304,222 2,029,222
number of shares to calculate diluted profit (loss) per share 2,349,877 2,074,877

CHANGES
IN EQUITY
PLN '000
As at January 1,
capital capital Reserve FX Retained Non Total
shares capital differences earnings controlling
203 1,531 -4 4,172 arising on
74
-2,001 interests
-
3,975
2023
Comprehensive
translation
-113
-4,851 -4,964
income:
Profit (loss) after
- -4,851 - -4,851
tax
Other
- -113 - - -113
comprehensive
Transactions with
27 34,553 -2,257 2,257 34,580
income
owners:
Issue of shares
27 34,553 - - 34,580
Incentive scheme -
Distribution of - - -2,257 - 2,257 -
profit
Bond valuation
-
Take-over of -
control over a
Transactions in
- -
related party
own shares
As of December 31,
230 36,084 -4 1,916 -39 -4,595 0 33,592
acquired
2023
As at January 1, 203 8,129 -8 3,050 70 -6,461 4,983
2022
Comprehensive
4 -2,137 -2,133
income:
Profit (loss) after
- -2,137 - -2,137
tax
Other
4 - 4
comprehensive
Transactions with
-6,598 4 1,122 6,598 1,126
income
owners:
Issue of shares
Incentive scheme 1,149 1,149
Distribution of - -6,598 - - 6,598 - -
profit
Bond valuation
- - -27 - - -27
Take-over of -
control over a
Transactions in
- 4 - 4
related party
own shares
As at December
acquired
203 1,531 -4 4,172 74 -2,001 3,975

3.10 Annual consolidated statement of changes in equity

3.11 Annual consolidated statement of cash flows

01.01.2023 01.01.2022
CONSOLIDATED STATEMENT OF CASH FLOWS - -
PLN '000 PLN 31.12.2023 31.12.2022
Cash flows from operating activities
Profit (loss) before tax -4,828 -2,118
Total adjustments: 29 6,862
Depreciation/amortization 1,840 1,004
Write-off of goodwill -
FX gains (losses) -141 29
Interest and profit distributions (dividends) 39 140
Profit (loss) on investing activities - -
Change in the balance of provisions 187 43
Change in the balance of inventories -882 -387
Change in the balance of receivables -1,375 -743
Change in short-term liabilities, except bank and other loans -895 2,361
Change in other assets -27 -58
Change in the balance of grants to be settled 1,283 3,324
Incentive scheme valuation - 1,149
Income tax paid -23 -20
Total cash flows from operating activities -4,822 4,724
Cash flows from investing activities
Inflows 288 171
Disposal of tangible and intangible assets - 169
Repayment of long-term loans - -
Interest on financial assets 288 2
Other investment inflows -
Outflows 7,791 2,606
Acquisition of tangible and intangible assets 7,791 2,606
Total cash flows from investing activities -7,503 -2,435
Cash flows from financing activities
Inflows 34,776 -
Issue of shares 34,580 -
Bank and other loans 196 -
Issue of bonds -
Outflows 1,216 833
Repayment of bank and other loans -
Finance lease payments 1,059 531
Redemption of debt securities - 221
Interest 157 81
Total cash flows from financing activities 33,560 -833
Total cash flows from investing activities 21,235 1,456
Change in cash and cash equivalents: 21,265 1,430
– change in cash due to FX differences 30 -26
Cash and cash equivalents at the beginning of the period 6,040 4,583
Cash and cash equivalents at the end of the period 27,275 6,039

3.12 Notes

Notes are an integral part of these financial statements.

3.12.1 Intangible assets

INTANGIBLE ASSETS 31.12.2023 31.12.2022
PLN '000
Acquired concessions, patents, licenses and similar - 2
rights
Intellectual property rights -
Other intangible assets 507 -
Completed development 2,029 2,398
In-process development expenditure 7,013 1,039
Total (net) 9,549 3,439
Previous amortization 2,015 1,745
Total (gross) 11,564 5,184

All intangible assets are the property of the Group; none of these assets are used based on any rental, lease or a similar contract. The intangible assets are not used as collateral by the Group. As at December 31, 2023, the Group did not have any agreements whereby it would be required to purchase any intangible assets. In 2023 and 2022, no impairment charges were posted for intangible assets.

Under the item "'Other intangible assets" as at December 31, 2023, the Group presents expenses incurred in 2023 related to the construction of integrated software and the website of the Parent Company. The assets were not put into use by December 31, 2023.

PLN '000
In-process development expenditure, including
Salaries 4,275
External services 1,387
Materials 732
Other 619
Impairment allowances for capitalized expenditure
Total 7,013

Completed development and in-process development are described in point 3.12.15 of this report.

3.12.2 Change in intangible assets by type

As at 31.12.2023
PLN '000
(except intangible assets under development)
Acquired
concessions,
patents, licenses
and similar rights
Intellectual
property
rights
Completed
development
Total
intangible
assets
Gross value of beginning of the period intangible assets at the 100 1,095 2,951 4,146
Increases
Acquisition
Decreases 76 24 100
Gross value of intangible assets at the end of
the period
24 1,071 2,951 4,046
Consolidated financial statements for 2023
16

Accumulated amortization at the beginning of 98 1,095 553 1,746
the period
Increases 2 369 371
amortization for the current year 2 369 371
Decreases 76 24 100
Accumulated amortization at the end of the
period
24 1,071 922 2017
impairment allowances at the beginning of the
period
impairment allowances at the end of the
period
Net value of intangible assets at the end of the
period
2,029 2029

As at 31.12.2022

PLN '000
(except intangible assets under development)
Acquired
concessions,
patents,
licenses
and similar rights
Intellectual
property
rights
Completed
development
Total intangible
assets
Gross
value
of
intangible
assets
at
the
beginning of the period
100 1,095 2,951 4,146
Increases
Acquisition
Decreases
Gross value of intangible assets at the end of
the period
100 1,095 2,951 4,146
Accumulated amortization at the beginning of
the period
85 1,095 184 1,364
Increases 13 369 381
amortization for the current year 13 369 381
Decreases
Accumulated amortization at the end of the
period
98 1,095 553 1,745
impairment allowances at the beginning of the
period
impairment allowances at the end of the
period
Net value of intangible assets at the end of the
period
2 2,398 2,400

3.12.3 Amortization of intangible assets

Amortization of intangible assets is included in the following items as part of the statement of comprehensive income.

ITEM IN THE STATEMENT OF COMPREHENSIVE INCOME
PLN '000
Year ended
31.12.2023
Year ended
31.12.2022
Research and development expenses 371 381
Cost of finished goods sold
General and administrative expenses
Total 371 381

3.12.4 Property, plant and equipment

PROPERTY, PLANT AND EQUIPMENT
PLN '000
31.12.2023 31.12.2022
Tangible assets, including: 4,574 1,415
technical equipment and machines 975 280
vehicles 79 -
other tangible assets 3,521 1,135
Tangible assets under construction 498 2,882
Property, plant and equipment 5,072 4,297

Tangible assets under construction include expenditure related to the construction of the prototype printing devices as part of grant projects and own initiatives. No tangible assets are used as collateral. In 2023 and 2022, no impairment charges were posted for tangible assets.

TANGIBLE ASSETS LEASED 2023-12-31 2022-12-31
Gross value Depreciation Net value Gross value Depreciation Net value
technical equipment
and machines
225 130 95 225 55 170
other tangible assets 1,934 788 1,146 1,098 209 889
vehicles 97 19 78
Total 2,256 937 1,319 1,323 264 1,059

3.12.5 Tangible assets on the balance sheet - ownership structure

TANGIBLE ASSETS ON BALANCE SHEET (OWNERSHIP STRUCTURE)
PLN '000
31.12.2023 31.12.2022
Own 3,752 3,238
used based on any rental, lease or a similar contract 1,319 1,059
Total tangible assets on the balance sheet 5,071 4,297

3.12.6 Changes in tangible assets by type

As at 31.12.2023

CHANGES IN TANGIBLE ASSETS BY TYPE
PLN '000
(except for tangible assets under construction)
technical
equipment
and
machines
vehicles other
tangible
assets
Total
tangible
assets
Gross value of at the beginning of the period 1,690 92 1,905 3,687
Increases 1,069 98 3,585 4,752
acquisition 1,069 98 3,585 4,752
Decreases 765 66 831
Gross value at the end of the period 1,994 190 5,424 7,608
Accumulated depreciation at the beginning of the
period
1,409 92 769 2,270
Increases 368 19 1,200 1,587
depreciation for the current period 368 19 1,200 1,587
decreases 758 65 823
Accumulated depreciation at the end of the period 1,019 111 1,904 3,034
impairment allowances at the beginning of the period
impairment allowances at the end of the period
Net value of tangible assets at the end of the period 975 79 3,520 4,574

As at 31.12.2022

CHANGES IN TANGIBLE ASSETS BY TYPE
PLN '000
(except for tangible assets under construction)
technical
equipment
and
machines
vehicles other
tangible
assets
Total
tangible
assets
Gross value of at the beginning of the period 1,443 91 1,042 2,576
Increases 338 1 1,067 1,405
acquisition 338 1 1,067 1,405
Decreases 92 204 296
Gross value at the end of the period 1,690 92 1,905 3,686
Accumulated depreciation at the beginning of the period 1,165 91 432 1,688
Increases 288 1 353 642
depreciation for the current period 288 1 353 642
decreases 44 15 59
Accumulated depreciation at the end of the period 1,409 92 769 2,271
impairment allowances at the beginning of the period
impairment allowances at the end of the period
Net value of tangible assets at the end of the period 280 1,135 1,415

3.12.7 Depreciation of tangible assets

Depreciation of tangible assets is reported in the following items of the statement of comprehensive income.
ITEMS OF THE STATEMENT OF COMPREHENSIVE INCOME
PLN '000
Year ended
31.12.2023
Year ended
31.12.2022
Research and development expenses 1,224 524
Cost of finished goods sold 73 10
General and administrative expenses 171 88
Total 1,468 622

3.12.8 Significant acquisitions of tangible assets

SIGNIFICANT
ACQUISITIONS
OF
TANGIBLE
01.01.2023 01.01.2022
ASSETS - -
PLN '000 31.12.2023 31.12.2022
XTPL printers, 3D 821 -
Computer sets 268 197
Rheometer - 162
Laser measuring system - 144
Centrifuge - 592
Anti-vibration system - 46
Server with software - -
Pressure control system and other 17 15
Movement system and components of the 2,470 -
gantry system 71
Other laboratory equipment 163
Office equipment 73 -
Total significant acquisitions 3,812 1,227

The incurred expenditure enables further development of UPD technology, both in the material area and the development of subsequent models of printing devices.

3.12.9 Significant liabilities on account of purchase of tangible assets

In the Reporting Period, the Group did not incur any significant liabilities on account of purchase of tangible assets. As at the Balance Sheet Date, the Group did not have any agreements whereby it would be required to purchase any tangible assets.

3.12.10 Investment properties

As at the Balance Sheet Date, no investment properties were included in the Group's statement of financial position.

3.12.11 Changes in the classification of financial assets as a result of a change in the purpose or use of these assets

In the Reporting Period, no changes were made in the classification of financial assets.

3.12.12 Transfers between individual fair value hierarchy levels in respect of financial instruments

In the Reporting Period, no transfers took place between individual fair value hierarchy levels in respect of financial instruments.

Consolidated financial statements for 2023
20

3.12.13 Long-term receivables

Long-term receivables
PLN '000
31.12.2023 31.12.2022
Loans granted
Security deposits 33 44
Total long-term receivables 33 44

3.12.14 Capital expenditures

CAPITAL EXPENDITURE INCURRED
PLN '000
01.01.2023 -
31.12.2023
01.01.2022 -
31.12.2022
– including on environmental protection
Expenditures on tangible assets under construction 13 1,155
Tangible assets purchased 1,296 412
Intangible assets purchased 507 -
In-process development expenditure 5,975 1,039
Investments in properties
Total investments in non-financial fixed assets 7,791 2,606
Loans granted -
Acquisition of treasury bills
Acquisition of shares
Total investments in financial fixed assets
Total capital expenditure 7,791 2,606

3.12.15 Impairment allowance for financial assets, tangible assets, intangible assets or other assets and reversal of the impairment allowance

Intangible assets – completed development: Delta Printing System - net carrying amount of PLN 2,029 thousand.

As required by IAS 36 Impairment of Assets, the Parent Company's Management Board carried out an impairment test for the Company's assets: cost of completed development – by comparing their carrying amount with recoverable amount. As part of the procedure, the management tested all the previous assumptions underlying the decisions to recognize the development expenditure as an asset. The probability and value of future economic benefits were verified. The test was based on a 5-year forecast, with discount rate of 11.31%. The discount rate includes a risk-free rate based on 10Y treasury bonds, a market risk premium based on A. Damodaran's calculations, 1Y WIBOR + commercial banks' margin, and a beta calculated on the basis of the Company's quotations. The discount rate also takes into account the specific risk of the Company and the premium for the type of assets. The Company did not include the residual value in the test model.

When calculating sales forecasts, account was taken of the fact that the main application field for commercialization based on completed development was the display market (the ODR segment). Three revenue streams were identified: the sale of demonstration printers, sale of printer consumables and services, and license fees.

The test results showed that the recoverable amount of intangible assets exceeds their carrying amount, so there is no need to post any impairment allowances for those assets.

The table below presents the sensitivity of the model to the change in the discount rate.

change in WACC
9.81% 10.31% 10.81% 11.31% 11.81% 12.31% 12.81%
26,242 25,720 25,211 24,714 24,229 23,756 23,294

Intangible assets – in-process development: laboratory printers in a glove box – book value of PLN 2,402 thousand.

As required by IAS 36 Impairment of Assets, the Parent Company's Management Board carried out an impairment test for the Company's assets: cost of in-process development – by comparing their carrying amount with recoverable amount. As part of the procedure, the management tested all the previous assumptions underlying the decisions to recognize the development expenditure as an asset. The probability and value of future economic benefits were verified. The test was based on a 5-year forecast, with discount rate of 11.31%. The discount rate includes a risk-free rate based on 10Y treasury bonds, a market risk premium based on A. Damodaran's calculations, 1Y WIBOR + commercial banks' margin, and a beta calculated on the basis of the Company's quotations. The discount rate also takes into account the specific risk of the Company and the premium for the type of assets. The Company did not include the residual value in the test model.

When calculating sales forecasts, account was taken of the fact that the main application field for commercialization based on completed development was the display market (the ODR segment). Three revenue streams were identified: the sale of demonstration printers, sale of printer consumables and services, and license fees.

The test results showed that the recoverable amount of intangible assets exceeds their carrying amount, so there is no need to post any impairment allowances for those assets.

change in WACC
9.81% 10.31% 10.81% 11.31% 11.81% 12.31% 12.81%
4,641 4,506 4,376 4,249 4,125 4,005 3,888

The table below presents the sensitivity of the model to the change in the discount rate.

Intangible assets – in-process development: printers/ printing heads for operating on large substrates – book value of PLN 3,630 thousand

As required by IAS 36 Impairment of Assets, the Parent Company's Management Board carried out an impairment test for the Company's assets: cost of in-process development – by comparing their carrying amount with recoverable amount. As part of the procedure, the management tested all the previous assumptions underlying the decisions to recognize the development expenditure as an asset. The probability and value of future economic benefits were verified. The test was based on a 5-year forecast, with discount rate of 11.31%. The discount rate includes a risk-free rate based on 10Y treasury bonds, a market risk premium based on A. Damodaran's calculations, 1Y WIBOR + commercial banks' margin, and a beta calculated on the basis of the Company's quotations. The discount rate also takes into account the specific risk of the Company and the premium for the type of assets. The Company did not include the residual value in the test model.

When calculating sales forecasts, account was taken of the fact that the main application field for commercialization based on completed development was the display market (the ODR segment). Three revenue streams were identified: the sale of demonstration printers, sale of printer consumables and services, and license fees.

The test results showed that the recoverable amount of intangible assets exceeds their carrying amount, so there is no need to post any impairment allowances for those assets.

The table below presents the sensitivity of the model to the change in the discount rate.

X T C L @
change in WACC
9.81% 10.31% 10.81% 11.31% 11.81% 12.31% 12.81%
9,317 9,039 8,768 8,505 8,249 8,000 7,757

Intangible assets – in-process development: industrial printing head – book value of PLN 972 thousand.

As required by IAS 36 Impairment of Assets, the Parent Company's Management Board carried out an impairment test for the Company's assets: cost of in-process development – by comparing their carrying amount with recoverable amount. As part of the procedure, the management tested all the previous assumptions underlying the decisions to recognize the development expenditure as an asset. The probability and value of future economic benefits were verified. The test was based on a 5-year forecast, with discount rate of 11.31%. The discount rate includes a risk-free rate based on 10Y treasury bonds, a market risk premium based on A. Damodaran's calculations, 1Y WIBOR + commercial banks' margin, and a beta calculated on the basis of the Company's quotations. The discount rate also takes into account the specific risk of the Company and the premium for the type of assets. The Company did not include the residual value in the test model.

When calculating sales forecasts, account was taken of the fact that the main application field for commercialization based on completed development was the display market (the ODR segment). Three revenue streams were identified: the sale of industrial printing heads, sale of printer consumables and services related to the use of printing heads, and license fees.

The test results showed that the recoverable amount of intangible assets exceeds their carrying amount, so there is no need to post any impairment allowances for those assets.

The table below presents the sensitivity of the model to the change in the discount rate.

change in WACC
9.81% 10.31% 10.81% 11.31% 11.81% 12.31% 12.81%
18,722 18,257 17,803 17,361 16,930 16,510 16,101

3.12.16 Total deferred tax assets and liabilities

Deferred income tax assets due to negative temporary
differences
Statement of financial position
as at
Impact on the statement of
comprehensive income
PLN '000 31.12.2023 31.12.2022 01.01.2023 - 31.12.2023
Due to differences between the carrying amount and the
tax value:
Accruals for unused annual leaves 87 51 36
Provision for remuneration 3 6 -3
Provision for the cost external services 46 - 46
Loan valuation - 6 -6
Total deferred tax assets 136 63 73
Offset against the deferred tax liability -136 -63 -73
Net deferred tax assets
Deferred tax liability caused by positive temporary
differences
Statement of financial position as at Impact on the statement
of comprehensive
income
PLN '000 31.12.2023 31.12.2022 01.01.2023 - 31.12.2023

Due to differences between the carrying amount and
the tax value:
Interest on loans and deposits - -
Leased tangible assets 136 63 73
Total deferred tax liability 136 63 73
Offset against the deferred tax assets -136 -63 -73
Net deferred tax liability -
Negative temporary differences and tax losses for which no
deferred tax asset was recognized in the statement of financial
position:
Recognition
basis
assets as at
31.12.2023
Recognition
basis
assets as at
31.12.2022
Date of expiry of
negative
temporary
differences, tax
losses
In respect of:
Wages and salaries - 79 -
Accruals for unused annual leaves - -
Provision for the cost external services 133 531 -
Tax losses 20,882 25,307 2024 / 2028

No deferred tax assets were created under the above headings due to uncertainty as to the possibility of using this asset in future periods.

3.12.17 Inventories

INVENTORIES
PLN '000
31.12.2023 31.12.2022
Materials 1,495 733
Work in progress 334 213
Finished products 1 2
Impairment allowance on inventories - -
Total 1,830 948

In the Reporting Period, no impairment allowance on inventories was created or reversed.

3.12.18 Trade receivables

TRADE RECEIVABLES
PLN '000
31.12.2023 31.12.2022
Trade receivables, including: 1,203 786
Up-to-date 912 786
Overdue 291 -
Up-to-date - -
1-30 21 -
31-90 70 -
91-180 200 -
– up to a year
– over a year
Consolidated financial statements for 2023
including claimed in court
Total gross trade receivables 1,203 786
Impairment allowances on receivables
Total net trade receivables 1,203 786
– from related parties -

3.12.19 Other receivables

OTHER RECEIVABLES
PLN '000
31.12.2023 31.12.2022
Other receivables, including:
Statutory receivables (except income tax) 1,333 543
Other receivables 1,438 1,259
including claimed in court
Short-term loans granted
Total gross other receivables 2,771 1,802
Impairment allowances on receivables
Total net other receivables 2,771 1,802
– from related parties - -

3.12.20 Cash and cash equivalents

CASH AND CASH EQUIVALENTS
PLN '000
31.12.2022 31.12.2021
Cash, including: 27,275 6,010
– cash on hand
– cash in bank 27,275 6,010
Other cash (short term deposits)
Other cash assets
Total cash and other cash assets 27,275 6,010

3.12.21 Restricted cash, including cash in the VAT account

As at the Balance Sheet Date, the Group did not have any cash in its VAT account. Restricted cash presented by the Group also includes PLN 861 thousand worth of funds blocked in favor of a lessor.

3.12.22 Assets held for sale

In the current and comparable periods, the Group did not identify any held-for-sale assets or assets related to discontinued operations.

Consolidated financial statements for 2023
25

3.12.23 Share capital

July 12, 2023 saw the end of subscription for the Issuer's series V shares. On July 12, 2023, the Issuer's Management Board made a statement on the final determination of the share capital in the Company's Articles of Association to the effect that the Company's share capital is PLN 230,422.20 (two hundred and thirty thousand four hundred and twenty-two zlotys and 20/100) and is divided into 2,304,222 (two million three hundred and four thousand two hundred and twenty-two) ordinary bearer shares with a nominal value of PLN 0.10 (ten grosz) each, including:

REF. number of shares series
1 670,000 A
2 300,000 B
3 30,000 C
4 198,570 D
5 19,210 E
6 19,210 F
7 68,720 G
8 68,720 H
9 10,310 I
10 5,150 J
11 10,310 K
12 140,020 L
13 155,000 M
14 47,000 N
15 41,400 O
16 42,602 P
17 78,000 S
18 125,000 T
19 275,000 V

Below, the Company presents a summary of its public offer (private placement) of the series V ordinary bearer shares issued under Resolution No. 03/06/2023 of the Company's Extraordinary General Meeting of June 12, 2023 ("Series V Shares").

  1. Placement start and end dates: June 22 to July 12, 2023;

  2. Share allocation date: The issue of Series V Shares took the form of a private placement under Article 431 § 2(1) of the Commercial Companies Code whereby an offer was made to designated investors to take up the Series V Shares. Consequently, no share subscription orders were received and no share allocations were made within the meaning of Article 434 of the Commercial Companies Code.

  3. Number of shares covered by the subscription: The private placement of the Series V Shares included not fewer than 1 and not more than 275,000 Series V Shares

  4. Reduction rate in individual tranches: All the Series V Shares were acquired by the investors by way of a private placement. Due to the type of the offer, no subscription orders were made and as a result no reduction was applied. The issue of the Series V Shares was not divided into tranches

Consolidated financial statements for 2023
26

  1. Number of securities for which subscription orders were made: The issue of the Series V Shares was carried out by way of a private placement, so no subscription orders were made for them. 275,000 Series V Shares were acquired in the private placement.

  2. Number of securities allocated as part of the placement: The issue of Series V Shares was carried out by way of a private placement, so no share allocations were made within the meaning of Article 434 of the Commercial Companies Code. 275,000 Series V Shares were acquired in the private placement.

  3. Issue price: The Series V Shares were acquired for an issue price of PLN 133.00 (one hundred and thirty-three zlotys) per share.

  4. Payment for the shares: The Series V Shares were fully paid up in cash. The Series V Shares were not paid up by any set-off of claims.

  5. Number of persons who placed subscription orders for the shares in individual tranches: The issue of the Series V Shares was carried out by way of a private placement, so no share subscription orders were received and no share allocations were made within the meaning of Article 434 of the Commercial Companies Code. The Series V Shares were acquired by a total of 35 investors.

  6. Number of persons to whom the shares were allocated as part of the placement in individual tranches: The issue of the Series V Shares was carried out by way of a private placement, so no share subscription orders were received and no share allocations were made within the meaning of Article 434 of the Commercial Companies Code. The Series V Shares were acquired by a total of 35 investors.

  7. Names of the underwriters who took up securities under underwriting agreements: No underwriting agreements were signed and the Series V Shares were not acquired by underwriters.

  8. Placement value: the number of Series V Shares acquired x their issue price: The value of the offer of Series V Shares was PLN 36,575,000.

  9. Total costs that have been included in the issuance costs: As at the date of publication of the report, the total costs included in the issuance costs were PLN 1,994,155, including:

a) preparing and conducting the offer: PLN 1,994,155;

b) underwriters' fees: not applicable;

c) preparing the prospectus, including consultancy: not applicable;

d) promoting the offer: not applicable.

In 2023, the costs of issuing Series V Shares of PLN 1,994,155 decreased the Company's supplementary capital created from the share premium.

The average placement cost per one Series V Share is: PLN 7.25.

CHANGE IN SHARE CAPITAL 01.01.2023- 01.01.2022-
PLN '000 31.12.2023 31.12.2022
Balance at the beginning of the period 203 203
Increases 27 -
Decreases
Balance at the end of the period 230 203

3.12.24 Change in the balance of provisions

CHANGE IN THE BALANCE OF PROVISIONS 01.01.2023 - 01.01.2022
-
PLN '000 31.12.2023 31.12.2022
Balance at the beginning of the period 272 229
increased/ created 187 152
utilization
release - 109
Balance at the end of the period 459 272

The change in provisions presented in the table above relates to provisions created for unused annual leaves by Group employees. The above provisions are presented in the statement of financial position under other liabilities.

Long-term financial liabilities
PLN '000
31.12.2023 31.12.2022
Bonds - 3,180
Lease liabilities 168 393
Balance at the end of the period 168 3,573
Bonds
PLN '000
31.12.2023 31.12.2022
Nominal value 3,378 3,378
Interest accrued 375 206
Value of conversion rights -405 -405

3.12.25 Long-term financial liabilities

In accordance with Resolution No. 04/06/2020 of the Extraordinary General Meeting of XTPL S.A. of June 8, 2020 on the issue of bonds convertible into series U shares, and a conditional share capital increase by issuing series U shares, depriving shareholders of all their preemptive rights to the convertible bonds and series U shares, on July 30, 2020 the Management Board of XTPL S.A. adopted a resolution on the allocation of 48,648 series A registered bonds convertible into the Company's series U shares with a nominal value of PLN 74 per bond, and a total nominal value of PLN 3,599,952. The bonds were issued at an issue price equal to their nominal value. The bonds were subject to redemption on July 30, 2022. The interest rate on the Bonds is fixed and amounts to 2% per annum, calculated on the nominal value of the Bonds starting from the allocation date (excluding that date) to the redemption date or early redemption date (including that date) and will be paid on one of those dates. As part of conversion of the Bonds into the Issuer's series U shares, there will be one U series share allocated to each Bond, and the conversion price will be equal to the nominal value of one Bond. The bondholder has the right to request the conversion of the Bonds into series U shares not earlier than 1 (one) month prior to the redemption date and not later than 11 (eleven) business days prior to the redemption date. The Issuer is not entitled to redeem all or part of the Bonds before the redemption date. The

28

Bonds will not be listed on the regulated market or in an alternative trading system. The Bonds are unsecured. The Bonds were offered under Article 33(1) of the Bonds Act of 15 January 2015, as amended, and Article 1(4)(a) and (b) of Regulation (EU) 2017/1129 of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, by making a Bond purchase proposal to maximum 149 investors selected by the Company's Management Board, without preparing a prospectus or an information memorandum.

On July 6, 2022, the Issuer concluded an agreement with the bondholder to purchase 2,993 series A bonds of the Company convertible into series U shares for the purpose of their redemption. The Issuer communicated this fact in ESPI current report no. 20/2022, referring to ESPI No. 12/2022 of May 25, 2022. In consideration for the purchase of the Bonds, the Issuer was to pay the bondholder PLN 230,122.83, which included the nominal value of the purchased Bonds of PLN 221,482 and interest of PLN 8,640.83. The sale price of the Bonds included all receivables resulting from the purchased Bonds.

After the settlement of the Bond purchase transaction, the Issuer redeemed the Bonds and submitted an application for their deregistration from the securities register kept by the Central Securities Depository of Poland. After the Bond redemption, the total number of issued and not redeemed Series A convertible bonds of the Company is 45,655.

On July 20, 2022, the Parent Company's Management Board issued ESPI Current Report No. 23/2022, advising that the Company had entered into an agreement on changing the terms of the Bond issue with two bondholders holding all issued and unredeemed Company's series A bonds convertible to series U shares – 45,655 bonds with a total nominal value of PLN 3,378,470, registered in the securities register kept by the National Depository for Securities S.A. under No. ISIN PLO228300011.

Based on the second sentence of Article 7(1) sentence 2 of the Bond Act of 15 January 2015 and under the concluded Agreements, the terms of the Bonds were changed as follows:

  • a) redemption date: the redemption date of the Bonds was changed from July 30, 2022 to January 30, 2024;
  • b) interest rate: the interest rate on the Bonds (which from the Bond allocation date to July 30, 2022 is fixed and amounts to 2% per annum) is calculated on the nominal value of the Bonds, and as of July 31, 2022 to the redemption date or to the early redemption date will be 5% p.a., calculated on the nominal value of the Bonds. Other terms of the Bonds issue remain unchanged.

The change of the terms of the issue of the Bonds was previously approved by the General Meeting of the Company by Resolution no. 03/06/2022 of the Extraordinary General Meeting of the Company of 21 June 2022 on changing resolution No. 04/06/2020 of the Extraordinary General Meeting of June 8, 2020 on the issue of bonds convertible into series U shares, and a conditional share capital increase by issuing series U shares, depriving shareholders of all their preemptive rights to the convertible bonds and series U shares, and on amending the Articles of Association, which was communicated by the Issuer in ESPI Current Report No. 16/2022 of June 21, 2022.

In accordance with IAS 32 Financial Instruments: Presentation, as at July 30, 2020, the complex financial instrument was subject to measurement. At the initial recognition, the value of the complex financial instrument was assigned to equity and to liabilities.

Upon initial recognition, the fair value of the liability component is the present value of the future contractual cash flows, discounted at the interest rate used by the market at that time for instruments with similar credit characteristics, cash flows and the same terms, but without the conversion option.

As at the measurement date, the Group was unable to identify any bonds with those parameters on the CATALYST market, issued by an entity with capital/ debt characteristics similar tho those of XTPL S.A.

Due to the lack of reference to the measurement, an alternative approach was used, based on the Black-Scholes option valuation model taking into account the valuation as at the date of initial recognition, i.e. July 30, 2020

As at the balance sheet date of December 31, 2023, the liability arising from the issued bonds, taking into account the maturity date in 2024, was presented as short-term financial liabilities.

Consolidated financial statements for 2023
29

After the Balance Sheet Date, bondholders holding all the Issuer's series A convertible bonds issued and not redeemed until that date, issued on the basis of EGM Resolution 04/06/2020 of June 8, 2020, as amended by EGM resolution No. 03/06/2022 of June 21, 2022, in a total number of 45,655 ("Convertible Bonds"), submitted to the Company a declaration on the exercise of the right to exchange Convertible Bonds for series U shares of the Company.

Due to the receipt of the bondholders' declarations on the exchange of all issued and outstanding convertible bonds, the bondholders acquired 45,655 series U ordinary shares of the Company, with a nominal value of PLN 0.10 each, issued on the basis of EGM resolution No. 04/06/2020 of June 8, 2020, amended by EGM resolution No. 03/06/2022 of June 21, 2022. Due to the above, the convertible bonds were converted into shares with a nominal value of PLN 3,378 thousand, which did not affect the Company's financial position.

Taking into account the conversion of the convertible bonds into shares after the balance sheet date, the value of the share capital of the Parent Company increased compared to the value of the share capital reported as at December 31, 2023 by PLN 4,565.50 to PLN 234,987.70. As at the date of approval of these consolidated financial statements for publication, this increase has not been registered in the National Court Register.

3.12.26 Trade liabilities

SHORT-TERM TRADE LIABILITIES
PLN '000
31.12.2023 31.12.2022
due to related parties
due to other entities 1,956 1,441
Total short term trade liabilities 1,956 1,441

3.12.27 Other short-term liabilities

OTHER SHORT-TERM LIABILITIES
PLN '000
31.12.2023 31.12.2022
Short term liabilities:
statutory obligations, except income tax 315 490
employee benefits 863 673
purchase of non-financial (investment) fixed assets
in respect of business travel costs -
liabilities under contracts - advance payments received 609 1,845
Other 9 14
Total other short-term liabilities, excluding provisions 1,798 3,021

3.12.28 Obligations in respect of employee benefits

OBLIGATIONS IN RESPECT OF EMPLOYEE BENEFITS
PLN '000
31.12.2023 31.12.2022
Short term liabilities:
remuneration 403 401
payments for unused annual leave 460 272
Other
Total: 863 673
Consolidated financial statements for 2023

3.12.29 Short term financial liabilities

Short-term financial liabilities
PLN '000
31.12.2023 31.12.2022
Bonds 3,348 -
Lease liabilities 436 336
Bank loans 196 -
Balance at the end of the period 3,980 336

Detailed information on liabilities arising from the issued bonds is presented in Note 3.12.25 of these consolidated financial statements.

The Company has overdraft agreements in place for a total amount of PLN 2,400 thousand:

with Santander Bank: limit of PLN 300 thousand until April 30, 2024;

with ING Bank Śląski: limit of PLN 400 thousand until March 31, 2025;

with BNP Paribas: limit of PLN 1,700 thousand until August 19, 2024.

Minimum lease Current value of minimum lease
LEASE LIABILITIES payments payments
PLN '000 31.12.2023 31.12.2022 31.12.2023 31.12.2022
Lease liabilities, payable:
up to one year 483 384 436 336
up to 1 month 31 25 25 20
1 to 3 months 62 50 50 41
3 to 6 months 217 75 205 62
6 to 12 months 173 234 156 213
1 to 5 years inclusive 188 405 168 393
Above 5 years
Total: 671 789 604 729
Less: costs to be incurred in subsequent periods 67 60 -
Current value of minimum lease payments 604 729 604 729
Long term lease obligations (payable over more than - 168 393
12 months)
Short-term lease obligations (payable up to 12 months)
- 436 336

In 2023, the Group incurred PLN 9,000 in costs related to the lease of low-value assets and PLN 775 thousand in costs on account of leases for assets other than tangible assets recognized in the balance sheet. In the current reporting period, the Group did not incur costs related to variable lease payments not included in the measurement of lease liabilities.

Description
PLN '000
31.12.2022 31.12.2021
Long-term, including:
– grants to assets
– advance payments on R&D
Short-term, including:
4,801
4,801
1,646
- 2,874
2,874
2,289
-
Consolidated financial statements for 2023
31

3.12.30 Deferred income in respect of grants

– grants to assets 494 -
– advance payments on R&D 1,152 2,289
Total 6,447 5,163

In the reporting year, the Group implemented four projects co-financed from public funds:

"Innovative technology for precise deposition of conductive mesh for application in new generation OLED displays", under agreement POIR.01.01.01-00-0998/20 of 23.12.2020 signed with the National Center for Research and Development (NCBiR). Project duration: 01.07.2020 – 31.12.2023 Project value: 16,003,028.33 Eligible costs: 16,003,028.33 Funding: 11,673,831.24 The project's objective is to develop an additive printing technology of ultra-precise metallic structures designed to reduce resistance of the transparent cathode in new generation TE-OLED displays.

"Development of breakthrough printing technology of 3D micrometric conductive structures using an innovative printhead capable of printing on non-planar substrates and compatible ink for printed electronics applications" – a project carried out under agreement No. POIR.01.01.01-00-1852/20 dated May 28, 2021 signed with the National Center for Research and Development (NCBiR).

Project duration: 01.10.2020 – 31.12.2023 Project value: 11,614,839.84 Eligible costs: 11,614,839.84 Funding: 7,653,510.30

The purpose of the project is to develop and build an innovative printing head for automatically depositing paste, with precise control based on machine learning algorithms, as well as to develop silver and copper nanopastes to cover the step with a maximum height of 80 µm for applications in microelectronics.

"Filing a PCT patent application for a method of manufacturing ultra-fine conductive metallic lines" – a project carried out under agreement No. POIR.02.03.04-02- 0001/16 of 15.11.2016 with the Polish Agency for Enterprise Development. Project duration: 18.01.2018 - 31.12.2023 Project value: PLN 881,610.00 Eligible costs: PLN 774,200.00 Funding: PLN 387,100.00 The purpose of the project is to obtain industrial property protection for the globally innovative method of manufacturing ultrathin conductive metallic lines. The method enables the fabrication of TCFs.

The project "Building Active MicroLED displays By Additive Manufacturing" based on agreement No. 101070085 of 20 June 2022 with the European Commission. Project duration: 01.09.2022 - 31.08.2024 Project value: EUR 4,293,263.75 XTPL's budget: EUR 429,812.50

Funding: EUR 429,812.50

The project is designed to develop an innovative technology for the production of flexible microLED displays using precise additive printing technologies.

3.12.31 Information on default on any bank and other loans or a breach of material provisions of bank and other loan agreements where no remedial actions have been taken before the end of the reporting period

None in the Reporting Period.

3.12.32 Information on redemption and repayment of debt and equity securities

In the Reporting Period, no events took place in connection with redemption or repayment of debt or equity securities.

3.12.33 Dividend paid or declared, in total and per share, with a division into ordinary and preference shares

In the Reporting Period, the Group did not pay or declare any dividends.

Book value Fair value
PLN '000 Category December
31, 2023
December
31, 2022
December
31, 2023
December
31, 2022
Financial assets
Loans granted WwgZK
Trade receivables WwgZK 1,203 786 1,203 786
Other receivables WwgZK 2,771 1,802 2,771 1,802
Cash and cash equivalents WwgZK 27,275 6,010 27,275 6,010
Total 31,249 8,598 31,249 8,598
Financial liabilities
Interest bearing bank and other loans PZFwgZK 196 - 196 -
Bond liabilities WwWGpWF 3,348 3,180 3,348 3,180
Lease liabilities according to
IFRS 16
605 729 605 729
Trade liabilities PZFwgZK 1,956 1,441 1,956 1,441
Other liabilities PZFwgZK 1,798 3,021 1,798 3,021
Total 7,903 8,371 7,903 8,371

3.12.34 Fair value of the individual classes of financial assets and liabilities

Abbreviations used:

WwgZK – Measured at amortized cost

PZFwgZK – Other liabilities measured at amortised cost

WwWGpWF – Financial assets/ liabilities measured at fair value through profit or loss

Fair value of financial instruments that the Group held as at the Balance Sheet Date and December 31, 2022 was not materially different from the values presented in the financial statements. This is because:

– with regard to short-term instruments, the potential effect of the discount is not material;

– the instruments relate to the transactions concluded on market terms.

Bond liabilities were measured at fair value due to the fact that they represent complex financial instruments, as series A registered bonds are convertible into series U shares of the Parent Company. At the initial recognition, the value of the complex financial instrument was assigned to equity and to liabilities.

3.12.35 Capital management

The key goal of the Group's capital management is to maintain safe capital ratios to facilitate the Group's operations and increase its value.

CAPITAL MANAGEMENT
PLN '000
31.12.2023 31.12.2022
Interest bearing borrowings 196 -
Bonds issued 3,348 3,180
Lease liabilities 605 729
Trade and other liabilities 3,753 4,462
Less cash and cash equivalents -27,275 -6,010
Net debt - 19,374 2,361
Equity 33,592 3,975
Equity and net debt 14,218 6,606
Leverage -136% 36%

3.12.36 Description of the post-employment benefit plan

The Group does not operate any post-employment benefit plans within the meaning of IAS 19.

3.12.37 Proposed profit distributions (loss cover) for the financial year

The Parent Company's Management Board proposes to cover the net loss of PLN 6,255 thousand incurred by the Parent Company in the reporting period from the supplementary capital.

3.12.38 Explanations to the statement of cash flows

01.01.2023 01.01.2022
PLN '000 - -
31.12.2023 31.12.2022
PBT presented in the statement of comprehensive income -4,828 -2,118
PBT presented in the statement of cash flows -4,828 -2,118
01.01.2023 01.01.2022
INTEREST AND DIVIDENDS IN THE STATEMENT OF CASH FLOWS - -
31.12.2023 31.12.2022
Realized interest on financing activities 157 81
Realized interest on investing activities -288 -2
Unrealized interest on financing activities 170 61
Unrealized interest on investing activities - -
Total interest and dividends: 39 140
01.01.2023 01.01.2022
CHANGE IN THE BALANCE OF RECEIVABLES - -
31.12.2023 31.12.2022
Change in the balance of trade receivables -417 583
Other receivables -958 -1,325
Total change in the balance of receivables -1,375 -743
- -
01.01.2023 01.01.2022
CHANGE IN THE BALANCE OF LIABILITIES
- -
31.12.2023 31.12.2022
Change in the balance of trade liabilities 516 324
Other liabilities -1,411 2,037
Total change in the balance of liabilities: -895 2,361
- -
01.01.2023 01.01.2022
Cash and cash equivalents at the end of the period - -
31.12.2023 31.12.2022
Statement of cash flows 27,275 6,039
Statement of financial position 27,275 6,010
01.01.2023 01.01.2022
Inflows from grants - -
31.12.2023 31.12.2022
– to operations 2,057 2,775
– to assets 1,977 1,757
– advance payments not settled / (settled)
Total inflows from grants
-634
3,400
1,384
5,916

The difference between the balance of cash presented in the statement of financial position as at December 31, 2022 and the value of cash presented in the statement of cash flows results from the exchange rate differences relating to the valuation of cash held in the bank accounts.

3.12.39 Related party transactions

2023 PLN '000 To
associates
To
joint ventures
To key
management
personnel*
To other
related entities
**
Purchase of services
Loans granted
Financial expenses – -
interest on loans
To To To key To other
2022 PLN '000 associates joint ventures management
personnel*
related entities
**
Purchase of services -
Loans received
Financial expenses –
interest on loans

* the item includes persons who have the authority and responsibility for planning, managing and controlling the parent company's activities

** the item includes entities linked through key management

Terms of related party transactions

Sales to and purchases from related parties are made on an arm's length basis. Any overdue liabilities/ receivables existing at the end of the period are interest-free and settled on cash or non-cash basis. The Group entities do not charge late interest from other related entities. Receivables from or liabilities to related parties are not covered by any guarantees given or received. They are not secured in any other way either.

3.12.40 Net revenue from sales
--------- ------------------------ -- --
NET REVENUE FROM SALES
PLN '000
01.01.2023 -
31.12.2023
01.01.2022 -
31.12.2022
Research and development revenue 2,238 6,704
Revenue from the sale of products 11,180 3,338
Revenue from grants 2,057 2,775
Total net revenue from sales 15,475 12,817

3.12.41 Information about seasonality of business and cycles

The Group's activity is not subject to seasonality or business cycles.

3.12.42 Operating segments

The Group's reporting segments are based on product groups.

As at the Reporting Date, the Group distinguished three product groups:

  • Delta Printing System laboratory printers;
Consolidated financial statements for 2023
36

– silver-based conductive nanoinks;

– research services related to printing on client-supplied substrates in the manner specified by the client, in order to demonstrate the suitability of the XTPL technology to solve technological production problems (Proof of Concept).

SALES REVENUE BY SEGMENTS 01.01.2023
-
01.01.2022
-
PLN '000
Sale and lease of printers
31.12.2023
10,605
31.12.2022
2,960
Nanoinks and other consumables 575 378
Research and development services 2,238 6,704
TOTAL 13,418 10,042

As at December 31, 2023, the Group's statement of financial position presents PLN 774 thousand in respect of trade receivables and PLN 334 thousand relating to expenditure on work in progress, as well as PLN 609 thousand as advance payments towards deliveries. The above amounts relate to the segment of laboratory printers – the Delta Printing System.

As at December 31, 2023, the Group recognized in the statement of financial position an amount of PLN 378 thousand relating to trade receivables in the R&D services segment.

As at December 31, 2023, the Group recognized in the statement of financial position an amount of PLN 50 thousand relating to trade receivables in the ink and consumables segment.

As at December 31, 2022, the Group's statement of financial position presents PLN 782 thousand in respect of trade receivables and PLN 213 thousand relating to expenditure on work in progress, as well as PLN 1,845 thousand as advance payments towards deliveries. The above amounts relate to the segment of laboratory printers – the Delta Printing System.

All the Group's sales revenues of PLN 13,418 thousand come from transactions with foreign buyers.

The following countries were the key contributors to our sales: China (52.0%), Israel (14.8%), Germany (8.8%).

In 2023, one counterparty contributed PLN 5.8 million (43.3%) to total sales. Those sales revenues relate to the segment of Delta Printing System laboratory printers and inks & consumables. The Group's key partner (distributor) in the financial year ended December 31, 2023 was Yi Xin Technology (HK) Co Limited,

OPERATING COSTS PLN '000 01.01.2023 -
31.12.2023
01.01.2022 -
31.12.2022
Depreciation/ amortization, including 1,958 1,003
– depreciation of tangible assets 1,586 622
– amortization of intangible assets 372 381
Use of raw materials and consumables 5,444 2,926
External services 7,149 4,565
Cost of employee benefits 10,045 6,414
Taxes and charges 231 184
Other costs by type 1,555 648
Value of goods and materials sold
Total costs by type, including: 26,382 15,740
Items reported as research and 5,044 6,081
development costs
Items reported as cost of finished goods sold
3,383 751
Items reported as general and 11,861 7,777
administrative expenses
Change in finished goods
120 92
Cost of producing services for internal needs 5,974 1,039

3.12.43 Operating costs

3.12.44 Employment

As at the Balance Sheet Date: 70 people

At the end of 2022: 45 people

3.12.45 Cost of employee benefits

COST OF EMPLOYEE BENEFITS
PLN '000
01.01.2023
-
31.12.2023
01.01.2022
-
31.12.2022
Salaries under employment contracts 6,906 4,180
Salaries under civil law contracts, including contracts for specific work 1,315 289
Social security and other benefits 1,824 796
Costs of the incentive scheme - 1,149
Total 10,045 6,414

3.12.46 Incentive scheme

In 2023, no rights were granted to eligible persons under the incentive scheme in force at the Parent Company.

3.12.47 Other operating income

OTHER OPERATING INCOME 01.01.2023- 01.01.2022-
Gain on disposal of non
-financial fixed assets
31.12.2023
31.12.2022
Provision released
Reversal of impairment allowances on assets
Other income: - -
damages and penalties received
COVID-19 anti-crisis shield
reimbursement of court costs
expired settlements - -
Other 11 -
Total other operating income 11 -

3.12.48 Other operating costs

OTHER OPERATING COSTS 01.01.2023- 01.01.2022-
Loss on disposal of non-financial fixed assets 31.12.2023
31.12.2022
Provision released
Creation of impairment allowances on assets
Other costs: - -
penalties, fines, damages
Donations
Expired settlements - -
Other 40 11
Total other operating costs 40 11

3.12.49 Financial revenues

FINANCIAL REVENUES 01.01.2023- 01.01.2022-
Interest on bank accounts 31.12.2023
288
31.12.2022
6
Interest on bank accounts
FX gains 109 -
Other -
Total net financial revenues 398 6

3.12.50 Financial expenses

FINANCIAL EXPENSES 01.01.2023- 01.01.2022-
Financial expenses in respect of finance leases 31.12.2023
146
31.12.2022
61
Interest expense in respect of bonds 169 113
Costs of bank fees 10 31
Interest expense in respect of a loan received - 11
Cost of interest due to the state 28 -
FX losses - 105
Loss on disposal of investments 24 -
Other 7 -
Total financial expenses 384 321

3.12.51 Reconciliation of the effective tax rate

RECONCILIATION OF THE EFFECTIVE TAX RATE 01.01.2023- 01.01.2022-
Gross profit/(loss) before tax on continued operations 31.12.2023
- 4,828
31.12.2022 -2,118
Profit/(loss) before tax on discontinued operations
Profit/(loss) before tax - 4,828 -2,118
Tax at the Polish statutory rate of 19% -917 -402
Unrecognized deferred tax assets in respect of tax loss 626 -
Non-tax deductible costs 668 963
Increase in tax costs
Non-taxable revenues -377 -561
Tax at the effective tax rate
Income tax (charge) recognized in the statement of comprehensive income
Income tax attributable to discontinued operations -

3.12.52 Discontinued operations

No discontinued operations occurred either in the current or in the previous reporting period.

3.12.53 Types and amounts of changes in estimates presented in prior periods of the present financial year or changes to estimates presented in prior financial years

In the Reporting Period, no changes to estimates were made.

3.12.54 Correction of errors from previous periods

In the Reporting Period, no corrections were made on account of errors from previous periods.

3.12.55 Tax settlements

Tax payment and other regulated areas of business (including customs or currency-related activities) may be subject to inspection by administrative bodies, which have the right to impose high fines and sanctions. In the absence of well-established legislation, Polish regulations tend to be unclear and inconsistent. There are frequent differences in interpretation of tax regulations both within State administration bodies and between such bodies and corporations, which gives rise to uncertainties and conflicts. As a result, the tax risk in Poland is substantially higher than in the countries with a more mature tax system. Tax payments may be inspected for five years after the year when the tax was paid. As a result of inspections, additional tax may be assessed for the Group in addition to the tax paid before. In the Parent Company's opinion, as at the Balance Sheet Date, appropriate provisions existed for the identified and quantifiable tax risk.

3.12.56 Hedge accounting

The Group does not use hedge accounting.

3.12.57 Objectives and rules of financial risk management

The Group is exposed to risk in each area of its operations. With understanding of the threats that originate through the Company's exposure to risk and the rules for managing these threats the Group can run its operations more effectively. Financial risk management includes the processes of identification, assessment, measurement and management of this risk. The main financial risks to which the Group is exposed include:

Market risks:

  • The risk of changes in market prices (price risk)
  • The risk of changes in foreign exchange rates (currency risk)
  • The risk of changes in interest rates (interest rate risk)
  • Liquidity risk
  • Credit risk.

The risk management process is supported by appropriate policies, organizational structure and procedures.

MARKET RISK

The Group actively manages the market risk to which it is exposed. The objectives of the market risk management process are to:

  • limit the volatility of pre-tax profit/loss
  • increase the probability of achievement of the budget plan

• maintain the Group in good financial condition

• support the strategic decision-making process in the area of investment activity taking into account the sources of investment financing

All market risk management objectives should be considered jointly, and their achievement is primarily dependent on the Group's internal situation and market conditions.

PRICE RISK

In the Reporting Period, the Group did not invest in any debt instruments and, therefore, is not exposed to any price risk.

CURRENCY RISK

The Group is exposed to currency risk in respect of the transactions it concludes. Such risk arises when the Group makes purchases in currencies other than the valuation currency, mainly in USD and EUR.

Part of the Group's settlements is denominated in foreign currencies. As at December 31, 2023, the Group had assets denominated in foreign currencies, which include trade receivables. The value of the liabilities in foreign currencies as at the balance sheet date relates to trade liabilities. Therefore, there is a risk related to the negative impact of FX changes on the financial results achieved by the Group. In order to mitigate the possible effects of exchange rate fluctuations, the Group monitors the current exchange rates on an ongoing basis.

Rate prevailing on the last day of the year: 31.12.2023 31.12.2022
1 EUR / 1 PLN 4.3480 4.6899
1 USD / 1 PLN 3.9350 4.4018
Average rate, calculated as the arithmetic mean of the rates applicable on the 01.01.2023 01.01.2022
last day of each month in the period: 31.12 2023 31.12 2022
1 EUR / 1 PLN 4.5284 4.6883
1 USD / 1 PLN 4.1823 4.4679

Presented below is the estimated impact on the Group's financial result of a potential adverse change in the value of PLN in relation to EUR and USD in relation to the carrying amounts as at December 31, 2023:

As at 31.12.2023
in currency
As at
31.12.2023 in
PLN
Estimated rate
change in %
Effects of
changes in
exchange rates in
PLN
Trade receivables in currency:
EUR 194 843 +/- 5% +/- 42
USD 88 346 +/- 5% +/- 17
Trade liabilities in currency:
EUR 92 400 +/- 5% +/- 20
USD 31 122 +/- 5% +/- 6
Consolidated financial statements for 2023
41

INTEREST RATE RISK

Deposit transactions are made with institutions with a strong and stable market position. The instruments used – short-term, fixed-rate transactions – ensure full security. Consequently, the recent interest rate hikes do not affect the Group's operations. Consequently, the Group did not apply interest rate hedges, considering that interest rate risk is not significant for its business.

LIQUIDITY RISK

The Group monitors the risk of a lack of funds using the periodic liquidity planning tool. This tool takes into account the maturity dates of both investments and financial assets (e.g. accounts receivable, other financial assets) and projected cash flows from operating activities.

The Group seeks to maintain a balance between continuity and flexibility of financing by using different sources of financing, such as lease agreements.

The Group is exposed to financing risk due to the possibility that it in the future it will not receive sufficient cash to fund commercialization of its research and development projects.

In the reporting period, an overdraft of PLN 2,400 thousand was available to the Parent Company. However, the facility was used by the Group rarely and for a short term only.

The table below shows the Company's financial obligations as at December 31, 2023 and comparative data as at December 31, 2022 by maturities based on contractual non-discounted payments.

2023-12-31 On demand Below 3
months
3 to 12
months
1 to 5
years
Above 5
years
Total
Bond obligations - 3,753 - - 3,753
Lease liabilities - 93 390 188 - 671
Bank loans - - 196 - - 196
Trade and other liabilities - 3,144 - - 3,144
Total - 6,990 586 188 7,764
2022-12-31 On demand Below 3
months
3 to 12
months
1 to 5
years
Above 5
years
Total
Bond obligations - 3,585 - 3,585
Lease liabilities - 75 309 405 - 789
Trade and other liabilities - 2,617 - - 2,617
Total - 2,692 309 3,990 6,991

CREDIT RISK

In order to mitigate the credit risk related to cash and cash equivalents deposited in banks, loans granted, deposits paid in respect of rental contracts and performance security as well as trade credit, the Group:

• cooperates with banks and financial institutions with a known financial position and established reputation

• analyzes the financial position of its counterparties based on publicly available data as well as through business intelligence agencies

3.12.58 Material settlements on account of court cases

At the reporting date there are no court proceedings pending whose value would be considered material. Moreover, in the Reporting Period no material settlements were made on account of court cases.

3.12.59 Information about changes in the economic position and operating conditions which might have a material impact on the fair value of the Group's financial assets and liabilities, whether those assets and liabilities are recognized at fair value or at adjusted purchase price (amortized cost)

In the Reporting Period, no significant changes were identified in the economic position or operating conditions which would have a material impact on the fair value of the Group's financial assets and liabilities.

3.12.60 Information about changes in contingent liabilities and contingent assets and non-disclosed liabilities arising from contracts in relation to the last reporting period

Contingent liabilities granted by the Parent Company were in the form of promissory notes together with promissory note declarations to secure the contracts for co-financing projects financed by the EU as well as a bank loan agreement.

The change in the value of contingent liabilities compared to December 31, 2022 amounts to PLN 3,400 thousand. It is caused by the payment of the next two tranches of subsidies totalling PLN 3,400 thousand. At the Balance Sheet Date and until the date of approval of the financial statements for publication, no events occurred that could result in materialisation of the above contingent liabilities. As at the date of approval of the financial statements there were no undisclosed liabilities resulting from any agreements of material value.

CONTINGENT LIABILITIES
PLN '000
31.12.2023 31.12.2022
Promissory notes 22,525 19,125
Total contingent liabilities 22,525 19,125

3.12.61 Extraordinary factors which occurred in the reporting period with an indication of their impact on the financial statements

In the Reporting Period, no extraordinary events occurred that would affect the financial statements.

3.12.62 Information about the influence of changes in the composition of the entity during the financial year, any business combinations, acquisition or loss of control over subsidiaries, longterm investments, restructures or discontinued businesses.

Not applicable.

43

3.12.63 Remuneration, bonuses or benefits for members of the Company's bodies

Management Board of the Parent Company

Name Role 2023 2022
Filip Granek CEO 360 612
Salary under employment contract 360 360
Incentive scheme valuation - 252
Jacek Olszański Management Board Member 360 612
Salary under employment contract 360 360
Incentive scheme valuation - 252

The value of remuneration includes remuneration under the employment contract.

Detailed information on the conditions and amount of remuneration of the Management Board:

Filip Granek – PhD, CEO:

Receives remuneration based on an employment contract at PLN 30,000 gross monthly. He did not receive any bonus or reward for the Reporting Period.

Jacek Olszański – Management Board Member

Receives remuneration based on an employment contract at PLN 30,000 gross monthly. He did not receive any bonus or reward for the Reporting Period.

Supervisory Board of the Parent Company:

Name Role 2023 2022
Wiesław Rozłucki, PhD Chairman of the Supervisory Board 96.0 96.0
Deputy Chairman of the Supervisory
Bartosz Wojciechowski, PhD Board 24.0 24.0
Deputy Chairman of the Supervisory
Andrzej Domański Board 20.0 24.0
Piotr Lembas Supervisory Board Member 12.0 12.0
Beata Turlejska Supervisory Board Member 12.0 12.0
Prof. Herbert Wirth Supervisory Board Member 12.0 12.0

Members of the Supervisory Board receive a fixed monthly remuneration of PLN 1,000 per month (except for the Chairman, whose remuneration is PLN 8,000 per month and Vice Chairmen, whose remuneration is PLN 2,000 per month).

In 2023, the remuneration of Andrzej Domański, Vice Chairman of the Supervisory Board, was PLN 20,000 due to his resignation from the position of Vice Chairman of the Supervisory Board of the Company with effect from October 29, 2023 due to his appointment to perform a public function (ESPI No. 52/2023 of October 29, 2023).

Audit Committee of the Parent Company:

Name Role 2023 2022
Piotr Lembas Chairman of the Audit Committee 12.0 12.0
Wiesław Rozłucki Audit Committee Member 12.0 12.0
Herbert Wirth Audit Committee Member 12.0 12.0
Andrzej Domański Audit Committee Member 10.0 12.0

Members of the Audit Committee receive a fixed monthly remuneration of 1,000 PLN.

In 2023, the remuneration of Andrzej Domański, Vice Chairman of the Supervisory Board, was PLN 10,000 due to his resignation from the position of Vice Chairman of the Supervisory Board of the Company with effect from October 29, 2023 due to his appointment to perform a public function (ESPI No. 52/2023 of October 29, 2023).

3.12.64 Transactions with the audit firm

On July 8, 2021, the Issuer concluded an agreement on audit of the unconsolidated and consolidated financial statements with 4AUDYT sp. z o.o. with its registered office in Poznań (60-846) at ul. Kochanowskiego 24/1, with share capital of PLN 100,000.00, NIP 7811817052, entered under KRS number 0000304558 in the National Court Register, Register of Entrepreneurs kept by the District Court for Poznań Nowe Miasto i Wilda in Poznań.

The agreement provides for:

    1. audit of the unconsolidated financial statements of XTPL S.A. prepared in accordance with the International Financial Reporting Standards, International Accounting Standards and related interpretations published in the form of European Commission Regulations (IFRSs/ IASs) for the period from January 1, 2021 to December 31, 2021.
    1. audit of the consolidated financial statements of the XTPL Group prepared in accordance with IFRSs/IASs for the period from January 1, 2021 to December 31, 2021.
    1. limited review of the half-yearly unconsolidated financial statements of XTPL S.A. prepared in accordance with IFRSs/IASs for the period from January 1, 2021 to June 30, 2021.
    1. limited review of the half-yearly consolidated financial statements of the XTPL Group prepared in accordance with IFRSs/IASs for the period from January 1, 2021 to June 30, 2021.
    1. audit of the unconsolidated financial statements of the XTPL S.A. prepared in accordance with IFRSs/IASs for the period from January 1, 2022 to December 31, 2022.
    1. audit of the consolidated financial statements of the XTPL Group prepared in accordance with IFRSs/IASs for the period from January 1, 2022 to December 31, 2022.
    1. limited review of the half-yearly standalone financial statements of XTPL S.A. prepared in accordance with IFRSs/IASs for the period from January 1, 2022 to June 30, 2022.
    1. limited review of the half-yearly consolidated financial statements of the XTPL Group prepared in accordance with IFRSs/IASs for the period from January 1, 2022 to June 30, 2022.

The remuneration for the above services is:

  • a. item 1 net remuneration of PLN 30,000.00 + VAT
  • b. item 2 net remuneration of PLN 16,000.00 + VAT
  • c. item 3 net remuneration of PLN 15,000.00 + VAT
  • d. item 4 net remuneration of PLN 10,000.00 + VAT
  • e. item 5 net remuneration of PLN 30,000.00 + VAT
  • f. item 6 net remuneration of PLN 16,000.00 + VAT
  • g. item 7 net remuneration of PLN 15,000.00 + VAT
  • h. item 8 net remuneration of PLN 10,000.00 + VAT

The agreement was amended to include audit of compliance of financial statements in the ESEF format and increased the remuneration as belows:

Consolidated financial statements for 2023
45

re b – by PLN 4,000 net + VAT; re f – by PLN 4,000 net + VAT.

Moreover, under an agreement of May 10, 2021, 4AUDYT sp. z o.o. assessed the Issuer's report on remuneration for 2019-2020 and, pursuant to the agreement of April 20, 2022, 4AUDYT sp. z o.o. assessed the Issuer's report on remuneration for 2022.

The remuneration for this service was PLN 11,000 plus VAT for 2019-2020 and PLN 7,000 plus VAT for 2022.

On August 16, 2023, the Issuer concluded an agreement on audit of the unconsolidated and consolidated financial statements with 4AUDYT sp. z o.o. with its registered office in Poznań (60-846) at ul. Kochanowskiego 24/1, with share capital of PLN 100,000.00, NIP 7811817052, entered under KRS number 0000304558 in the National Court Register, Register of Entrepreneurs kept by the District Court for Poznań Nowe Miasto i Wilda in Poznań.

The agreement provides for:

point 1. Audit of the standalone financial statements of XTPL S.A. prepared in accordance with IFRS/IAS and related interpretations published in the form of European Commission Regulations ("IFRS/IAS") for the period from January 1, 2023 to December 31, 2023.

point 2. Audit of the consolidated financial statements of XTPL Group prepared in accordance with IFRSs/IASs for the period from January 1, 2023 to December 31, 2023.

point 3. Interim review of the half-yearly standalone financial statements of XTPL S.A. prepared in accordance with IFRSs/IASs for the period from January 1, 2023 to June 30, 2023.

point 4. Interim review of the half-yearly consolidated financial statements of XTPL Group prepared in accordance with IFRSs/IASs for the period from January 1, 2023 to June 30, 2023.

point 5. Certification service relating to assessment of the completeness of disclosures in the report on the remuneration of members of the Management Board and the Supervisory Board of XTPL S.A. covering 2023.

point 6. Audit of the standalone financial statements of the XTPL S.A. prepared in accordance with IFRSs/IASs for the period from January 1, 2024 to December 31, 2024.

point 7. Audit of the consolidated financial statements of XTPL Group prepared in accordance with IFRSs/IASs for the period from January 1, 2024 to December 31, 2024.

point 8. limited review of the half-yearly standalone financial statements of XTPL S.A. prepared in accordance with IFRSs/IASs for the period from January 1, 2024 to June 30, 2024.

point 9. limited review of the half-yearly consolidated financial statements of XTPL Group prepared in accordance with IFRSs/IASs for the period from January 1, 2024 to June 30, 2024.

point 10. Certification service relating to assessment of the completeness of disclosures in the report on the remuneration of members of the Management Board and the Supervisory Board of XTPL S.A. covering 2024.

The remuneration for the above services is:

  • a. point 1 of this agreement, the Contractor will receive a net remuneration of PLN 38,000.00 + VAT;
  • b. point 2 of this agreement, the Contractor will receive a net remuneration of PLN 25,000.00 + VAT;
  • c. point 3 of this agreement, the Contractor will receive a net remuneration of PLN 20,000.00 + VAT;
  • d. point 4 of this agreement, the Contractor will receive a net remuneration of PLN 13,000.00 + VAT;
  • e. point 5 of this agreement, the Contractor will receive a net remuneration of PLN 7,000.00 + VAT;
  • f. point 6 of this agreement, the Contractor will receive a net remuneration of PLN 40,000.00 + VAT;
  • g. point 7 of this agreement, the Contractor will receive a net remuneration of PLN 27,000.00 + VAT;
  • h. point 8 of this agreement, the Contractor will receive a net remuneration of PLN 20,000.00 + VAT;

i. point 9 of this agreement, the Contractor will receive a net remuneration of PLN 13,000.00 + VAT;

point 10 of this agreement, the Contractor will receive a net remuneration of PLN 7,000.00 + VAT;

4AUDYT sp. z o.o. is an audit firm in accordance with Article 46 of the Act of May 11, 2017 on statutory auditors, audit firms and public oversight, and in accordance with Article 57 of this Act is entered on the list of audit firms kept by the Polish Audit Oversight Agency under number 3363.

The auditor was selected by the Supervisory Board by resolution No. 01/08/2023 of August 14, 2023 on the selection of the audit company 4AUDYT sp. z o.o. to audit standalone financial statements of XTPL S.A. and consolidated financial statements of XTPL Group for 2023 and 2024, and interim review of separate half-yearly financial statements of XTPL S.A. and consolidated halfyearly financial statements of XTPL Group for the periods from January 1, 2023 to June 30, 2023 and from January 1, 2024 to June 30, 2024.

In the financial year 2023, the Issuer's standalone and consolidated financial statements were also audited by 4Audyt sp. z o.o.

Date Event Current Report
January The Issuer was informed of a grant recommendation for the project "Ultra-sound ESPI No. 1/2024
11, 2024 combined with bioimpedance analysis and graphene fet-enhanced wearable sensing of January 12,
for decentral health-monitoring" developed as part of a consortium with the Issuer. 2024
The decision is an outcome of the competition HORIZON-CL4-2023-RESILIENCE-01-33
Smart sensors for the Electronic Appliances Market organized by the European
Commission under the Horizon Europe Framework Program.
The UltraSense project is designed to develop a flexible, multi-functional device for
body composition analysis and health monitoring using advanced materials and AI to
promote healthier lifestyles. The Issuer's task is to develop materials that will ensure
the
extensibility,
high
performance
and
energy
efficiency
of
the
device.
• Total Project value: EUR 6,984,473.00;
• The Issuer's participation in the Project: EUR 510,063.50;
• Recommended co-financing for the Issuer: EUR 510,063.50;
• Implementation period: 48 months.
January Bondholders holding all the Issuer's series A convertible bonds issued and not ESPI No. 2/2024
12, 2024 redeemed until that date, issued on the basis of EGM Resolution 04/06/2020 of June of January 15,
8, 2020, as amended by EGM resolution No. 03/06/2022 of June 21, 2022, in a total 2024
number of 45,655 ("Convertible Bonds"), submitted to the Company a declaration on
the exercise of the right to exchange Convertible Bonds for series U shares of the
Company.
Due to the receipt of the bondholders' declarations on the exchange of all issued and
outstanding convertible bonds, the bondholders acquired 45,655 series U ordinary
shares of the Company, with a nominal value of PLN 0.10 each, issued on the basis of
EGM resolution No. 04/06/2020 of June 8, 2020, amended by EGM resolution No.
03/06/2022 of June 21, 2022.
January The Issuer reports preliminary estimates of its consolidated revenues from the sale of ESPI No. 6/2024
19, 2024 products and services for the fourth quarter and 2023. of January 19,
2024
1.
Estimated consolidated revenues from the sale of the Company's products and
services in the fourth quarter of 2023 were PLN 4,402 thousand. In the same
period of the previous year, the revenues were PLN 3,406 thousand. This figure
does not include proceeds on account of grants related to the Issuer's
implementation of research and development projects.
2.
Estimated consolidated revenues from the sale of the Company's products
and services in 2023 are PLN 13,573 thousand compared to PLN 10,042 thousand
posted in the previous year. This figure does not include proceeds on account of
grants related to the Issuer's implementation of research and development projects.

3.12.65 Events after the balance sheet date that have not been reflected in the financial statements

The value of grant proceeds obtained by the Company in Q4 2023 was PLN 700
thousand compared to PLN 2,874 thousand in Q4 2022. On a year-to-date basis, this
figure was PLN 3,400 thousand compared to PLN 5,916 thousand in 2022. The Issuer's
Management Board points out that in accordance with the rules for accounting for
those grants, part of the above proceeds will be included in the Company's income
statement, while the remainder will be recognized in the balance sheet as deferred
income.
The estimated value of the Company's cash and cash equivalents as at December 31,
2023 was PLN 27,100 thousand compared to PLN 31,743 thousand as at September
30, 2023. The cash position was significantly influenced by the issue of series V shares
(ESPI Current Report No. 37/2023 of July 12, 2023) completed on July 12, 2023, which
generated proceeds of PLN 36,575 thousand. The share issue proceeds are to be used
to co-finance part of the planned investments totalling approx. PLN 60 million in 2023-
2026 in three key business areas: sales, production and R&D.
At the end of 2022, the cash balance was PLN 3,358 thousand.
January
23, 2024
The Issuer entered into a non-exclusive agreement with Sigma Technology
Corporation based in Taiwan and China for the distribution of the Issuer's
technological solutions.
ESPI No. 7/2024
of January 23,
2024
Under the agreement, the distributor will advertise and sell XTPL's technological
solutions in Taiwan and China. The purpose of the partnership is to support XTPL in
acquiring new industrial clients and searching for broader applications for its
technologies and products, with a focus on introducing semiconductor, electronics
and optoelectronics solutions.
January
30, 2024
The Issuer informs that on January 25, 2024, the Company received information about
the approval by the United States Patent and Trademark Office of the patent claims
for the invention "Method of forming a feature by dispensing a metallic nanoparticle
composition from an ink-jet print head and a metallic nanoparticle composition for
ink-jet printing".
ESPI No. 8/2024
of January 30,
2024
February
07, 2024
The Issuer informs that on February 5, 2024, the Company received information about
the approval by the United States Patent and Trademark Office of the patent claims
for the invention "Method of filling a microcavity with a polymer material, a filler in a
microcavity, and an apparatus for filling a microcavity on or in a substrate with a
polymer material".
ESPI
Current
Report
No.
9/2024
of
February
7,
2024
February
07, 2024
The Management Board of XTPL S.A. – with reference to the Company's Current
Report No. 2/2024 of January 15, 2024 – hereby reports that on February 7, 2024,
Krajowy Depozyt Papierów Wartościowych S.A. (Central Securities Depository of
Poland, KDPW) released an announcement on the date of registration in the securities
depository of 45,655 series U ordinary bearer shares of the Company ("Shares"),
setting it to February 9, 2024, which is the date of de-registration of series A
convertible bonds of the Company (marked with the code PLO228300011), which
carried the exercised right to acquire the Shares.
On February 9, 2024, the Shares will be registered in the KDPW under the ISIN:
PLXTPL000059.
The Company's Management Board reports that the Company will immediately
request admission and introduction of the Shares to trading on the regulated market
of the Warsaw Stock Exchange S.A. and will apply to the KDPW for assimilation of the
Shares and their registration under the ISIN appropriate for the other shares of the
Company, namely: PLXTPL000018.
ESPI
Current
Report
No.
10/2024
of
February
7,
2024

February
19, 2024
The Issuer entered into a non-exclusive agreement with Youngil Education System Co.,
Ltd based in South Korea on the distribution of the Issuer's technological solutions.
Under the agreement, the distributor will advertise and sell XTPL's technological
solutions in South Korea. The purpose of the partnership is to support XTPL in
searching for broader applications for its technologies and products at technology
corporations, R&D centers and scientific institutions, with a focus on introducing
semiconductor, electronics and optoelectronics solutions.
Youngil Education System Co is a leading provider of solutions related to additive
technology and 3D printing and electronics devices in South Korea. As part of the
cooperation, the distributor will promote XTPL solutions among its current and new
customers.
ESPI
Current
Report
No.
12/2024
of
February
19,
2024
March 26,
2024
The Issuer informs that on March 25, 2024 The Company received information about
the approval by the Intellectual Property Office of Taiwan of its patent claims for the
invention "Method for forming structure upon a substrate".
The patent protection will increase the value of the potential commercialization of
the Company's technology with respect to the Issuer's technological solutions for the
next generation electronics market.
ESPI
Current
Report
No.
17/2024
of
March 26, 2024
March 29,
2024
The Company's management board reported that on March 29, 2024, the Company
confirmed the order placed by a new industrial customer based in California, USA for
the delivery of the Delta Printing System. The DPS will be used in work on advanced
packaging in integrated microelectronic devices.
This is the fourth sale of a DPS device in the United States.
At the same time, this is the first transaction concluded as a result of the activities of
the subsidiary XTPL Inc. based in Boston, USA, which will also handle operational
aspects of the transaction. The establishment of the XTPL Inc. office. in Boston is part
of the Company's strategy adopted in November 2023.
ESPI
Current
Report
No.
18/2024
of
March 29, 2024
April
2,
2024
The Issuer reports that on April 2, 2024, the Issuer received a notification from a
shareholder of the Company in accordance with Article 69(1) of the Act on Public
Offering on the change in the share in the total number of votes at the Issuer's General
Meeting.
ESPI
Current
Report
No.
19/2024
of
March 29, 2024
April
9,
2024
The Issuer informs that on April 9, 2024, the Company received information about the
approval by the Korean Intellectual Property Office of its patent claims for the "Fluid
printing apparatus" invention.
The patent protection will increase the value of the potential commercialization of
the Company's technology with respect to the Issuer's technological solutions for the
next generation electronics market. The reported event confirms continued delivery
of the Company's strategy of building a patent cloud for its proprietary technology
and products, which will contribute to building the Issuer's credibility among potential
industrial clients.
ESPI
Current
Report
No.
20/2024 of April
9, 2024.
April
9,
2024
The Issuer informs that on April 9, 2024, the Company received information about the
approval by the Korean Intellectual Property Office of its patent claims for the
"Method of printing fluid" invention.
ESPI
Current
Report
No.
21/2024 of April
9, 2024.
April
17,
2024
The Issuer reported that on April 17, 2024, the Issuer received orders for the delivery
of another industrial module as part of a project aimed at industrial implementation
in the display industry conducted together with HB Technology. The order represents
a major progress in the current stage of the close cooperation between the Company
and the Partner. The cooperation is geared towards development and industrial
implementation of the device on production lines of a leading global FPD maker.
ESPI
Current
Report
No.
22/2024 of April
17, 2024.
April
24,
2024
XTPL reports that on April 24, 2024 it confirmed the acceptance of an order for the
delivery of a printing module for industrial integration for a partner from China. The
ESPI
Current
Report
No.

printing module will be delivered to one of the key manufacturers of machines for the 24/2024 of April
modern display industry on the Chinese market. 24, 2024.

3.12.66 Impact of the SARS-CoV-2 pandemic on the Group's operations

As a result of the COVID-19 pandemic and due to administrative constraints, the Group developed a number of procedures that are triggered depending on the risk level. The Group is well prepared for remote work. The team members are provided with laptops and company phones with internet access. They can use the GSuite apps to smoothly continue work from home. Teamwork tools are also used to ensure work efficiency. Technological work is continued at the Parent Company's headquarters while maintaining all sanitary requirements announced by state institutions. 95% of the Team members have been vaccinated. The procedures do not inhibit business development. The Group conducts proactive sales support activities, also through a network of distributors. All deliveries and installations of devices at clients' sites are carried out in line with the requirements in force in the target country.

3.12.67 Impact of the war in Ukraine on the Group's operations

The war in Ukraine did not change XTPL's operating model. The Company has not been affected by any impact of the conflict on the printed electronics market. In addition, the Company:

  • Is not dependent on any raw material/ component supplies from the regions of Russia, Belarus or Ukraine;
  • Does not conduct sales activities in the above markets; Likewise, the Company's business strategy does not envisage sales to those countries going forward;
  • Does not have any on-site or remote collaborators from those countries;
  • Is exporter of goods denominated mainly in EUR, so it is not exposed to negative effects of depreciation of the zloty;
  • Has not received any information from business partners from countries other than those mentioned above about their plans to introduce changes in their business activities that could adversely affect XTPL.

The Company has identified the risk that the war might impact its operations indirectly by affecting the global economy in terms of:

  • reduced availability of raw materials and the related lower availability of materials and components;
  • supply chain difficulties due to limitations in air transport.

3.12.68 Buyback of own shares

None.

3.13 Uniform description of the Group's significant accounting principles

3.13.1 Intangible assets

Intangible assets are recognized if:

a. the intangible asset is identifiable

b. the intangible asset is controllable

c. it is possible to identify the way of achieving future economic benefits generated by the intangible asset.

The identification criteria is met if:

  • a. the asset is separable, i.e. is capable of being separated or divided from the entity and sold, transferred, licensed, rented or exchanged, either individually or together with a related contract, asset or liability; or
  • b. arises from contractual or other legal rights, regardless of whether those rights are transferable or separable from the entity or from other rights and obligations.

An entity controls an asset if the entity has the power to obtain the future economic benefits flowing from the underlying resource and to restrict the access of others to those benefits.

The future economic benefits flowing from an intangible include revenue from the sale of products or services, cost savings, or other benefits resulting from the use of the asset by the entity.

The spending on intangible assets in the Company is divided into three stages:

    1. Spending related to the innovative and planned search for solutions, undertaken with the intention of acquiring and absorbing new scientific and technical knowledge; such spending in treated as research costs and are recognized in the profit or loss of the period;
    1. The expenses related to the use of research results in business activities that meet the definition of IAS 38, until receipt of the first revenue from the sale or rental of a tangible asset or other benefits resulting from the use of an asset by the Company, are reported under the heading "intangible assets – in-process development expenditure";
    1. The expenses related to the use of research results in business activities that meet the definition of IAS 38, until receipt of the first revenue from the sale or rental of a tangible asset or other benefits resulting from the use of an asset by the Company, are transferred to "intangible assets – completed development" and are amortized.

An intangible asset is recognized if, and only if:

  • a. it is probable that the expected future economic benefits that are attributable to the asset will flow to the Group; and
  • b. the cost of the asset can be measured reliably.

Before starting the second stage of work on intangible assets, the Group's Management Board assesses the probability of expected future economic benefits using reasonable and supportable assumptions that represent management's best estimate of the set of economic conditions that will exist over the useful life of the asset, both on the income and cost side, including by estimating availability of the means needed to complete, use and generate benefits from the asset.

The Group uses judgement to assess the degree of certainty attached to the flow of future economic benefits that are attributable to the use of the asset on the basis of the evidence available at the time of initial recognition, giving greater weight to external evidence.

All research completed in the financial year is analyzed on an ongoing basis in terms of commercialization potential. If the result of the assessment is positive, i.e. there are indications the intangible assets will help the Group obtain future economic benefits that can be assigned to the given assets component, while meeting the remaining conditions indicated below, the Management Board decides to start development.

An intangible asset arising from development (or from the development phase of an internal project) shall be recognized if, and only if, the Group can demonstrate all of the following:

  • a. the technical feasibility of completing the intangible asset so that it will be available for use or sale;
  • b. its intention to complete the intangible asset and use or sell it;
  • c. its ability to use or sell the intangible asset;
  • d. how the intangible asset will generate probable future economic benefits. Among other things, the Group can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset;

  • e. the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset;
  • f. its ability to measure reliably the expenditure attributable to the intangible asset during its development.

Where there is no certainty as to fulfillment of the above conditions, development costs are recognized in the statement of comprehensive income in the period in which they were incurred (under costs of ordinary activities).

The in-process development expenditure is an item of intangible assets that is not yet available for use. According to paragraph 97 of IAS 38, development expenditure is not amortized as amortization begins when the asset is available for use, i.e. when it is in the location and condition necessary for it to be capable of operating in the manner intended by management.

Intangible assets are amortized on a straight-line basis over the anticipated period of their economic life. The value of amortization of intangible assets is recognized in the statement of comprehensive income. Intangible assets used by Group with their useful lives:

Licenses for computer programs 2 to 5 years
Intellectual property rights (know-how) 5 years
Completed development During the period of using the development results

The Group has no intangible assets with an indefinite useful life.

3.13.2 Tangible assets

Tangible assets are measured at purchase cost increased by all costs directly related to the purchase and adaptation of the asset for use or at generation cost less any depreciation and impairment allowances.

Costs incurred the after the tangible assets had been put in use, such as repair and maintenance costs and running costs are reflected in profit or loss of the reporting period in which they were incurred.

However, if it is possible to demonstrate that the expenditure caused an increase in the expected future economic benefits from ownership of the asset above the originally expected benefits, then the expenditure increases the initial value of such asset (improvement).

At the time of liquidation or sale of tangible assets, any ensuing gains or losses are recognized in the statement of financial position as a difference between net proceeds from disposal (if any) and the carrying amount of this item.

In the case of tangible assets financed with grants, the amount corresponding to the initial value of such assets in the part financed with the grant is recognized in deferred income and settled over time as a grant together with depreciation of such assets.

Tangible assets are depreciated on a straight-line basis over the anticipated period of their economic life, which is as follows:

Technical equipment and machines: 4 to 15 years

Vehicles: 3 to 10 years

Other tangible assets: 2 to 4 years

Estimates regarding the economic useful life and the depreciation method are reviewed at the end of each financial year to verify if the depreciation methods and period correspond to the anticipated time distribution of the economic benefits conveyed by the tangible asset.

3.13.3 Tangible assets under construction

Tangible assets under construction are measured at the overall cost directly related to their acquisition or generation, including financial costs (except exchange differences which do not represent an adjustment to interest paid), less impairment losses. Tangible assets under construction are not depreciated until they are completed and put in use.

3.13.4 Financial instruments

The Group has classified financial assets into the following valuation categories:

  • measured at amortized cost
  • measured at fair value through other comprehensive income
  • measured at fair value through profit or loss.

The Group allocates financial assets to the appropriate category depending on the business model adopted for managing financial assets and considering the characteristics of contractual cash flows for a particular financial asset.

Financial assets measured at amortized cost are debt instruments held to collect contractual cash flows which include only payments of principal and interest.

To this category the Group classifies trade receivables, loans granted, other financial receivables and cash and cash equivalents.

Financial assets are measured at amortized cost using the effective interest rate. After initial recognition, trade receivables are measured at amortized cost using the effective interest rate method, including impairment allowances. Any trade receivables maturing within less than 12 months from the date of origination (i.e. without a financing element) and not transferred to factoring, are not discounted and are measured at nominal value.

Financial assets measured at fair value through other comprehensive income are:

  • debt instruments whose flows contain only payments of principal and interest, and which are held to collect contractual flows and for sale;
  • investments in equity instruments.

Changes in the carrying amount are measured through other comprehensive income, except for impairment losses (gains), interest income and foreign exchange differences and dividends, which are reflected in profit or loss. Assets measured at fair value through other comprehensive income include shares in other entities at the time of initial recognition.

Financial assets measured at fair value through profit or loss are financial instruments which do not meet the criteria for measurement at amortized cost or fair value through other comprehensive income. In the category of assets measured at fair value through profit or loss the Group classifies derivatives, factored trade receivables where the terms of the factoring agreement result in the respective amounts to be no longer treated as receivables, as well as loans which have not passed the SPPI test, convertible bonds, and dividends.

3.13.5 Impairment of financial assets

Assets carried at amortized cost

IFRS 9 has introduced a change in the approach to estimating the impairment of financial assets with a shift from the incurred loss model to the expected loss model. At each balance sheet date, the Group assesses the expected credit losses whether or not there are any indications of impairment.

3.13.5.1 Loans granted and receivables from related parties

The Group performs an individual analysis of all exposures, assigning them to one of three stages:

Stage 1 – where credit risk has not increased significantly since initial recognition and where 12-month expected credit loss (ECL) is recognized.

Stage 2 – where credit risk has increased significantly since initial recognition and where lifetime ECL is recognized.

Exposures classified to stage 1 have impairment allowances determined based on an individually set rating, repayment profile and assessment of recovery from collateral.

For exposures classified to stage 2, the amount of impairment allowance is calculated as the difference between the carrying amount of the asset and the present value of the estimated future cash flows (excluding future losses on account of uncollected receivables), discounted using the effective interest rate.

Impairment allowances are reversed when the present value of the estimated future cash flows is higher than the net assets employed, and a positive balance of payments with the entity concerned is expected to be achieved within the next 12 months.

3.13.5.2 Trade receivables

The Group performs a collective analysis of exposures (except for those which are subject to individual analysis as nonperforming receivables) and uses a simplified matrix of allowances for individual age ranges based on expected credit losses over the entire life of the receivables (based on default ratios determined using historical data). The expected credit loss is calculated when the receivable is recognized in the statement of financial position and is updated on each subsequent day ending the reporting period, depending on the number of days in arrears.

3.13.5.3 Cash

The Group estimates allowances based on the likelihood of default determined using external bank ratings.

The most important item of financial assets in the Group's financial statements is cash, held on accounts with banks from Santander Group, BNP Paribas and ING. Banks which are members of Santander Group, BNP Paribas and ING have a stable shortterm and long-term rating, so the Group decided not to post any allowances.

3.13.6 Leases

A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership onto the lessee. All other leases are treated as operating leases. Whether a lease is a finance lease or an operating lease depends on the substance of the transaction rather than the form of the contract.

The Group is not a party to any contracts under which it would be a lessor.

The Group is a party to contracts which transfer substantially all risks and rewards incidental to ownership of the underlying assets. A lease is recognized as a tangible asset at the lower of its fair value and the present value of minimum lease payments determined at the lease commencement date. Lease payments are apportioned between the finance charge and the reduction of the outstanding liability so as to produce a constant periodic rate of interest on the remaining balance of the liability. Financial expenses are recognized directly in the statement of comprehensive income.

Tangible assets used on the basis of lease contracts are depreciated over the anticipated period of their useful life.

The operating lease fees and the subsequent lease payments are expensed in the statement of comprehensive income on a straight-line basis throughout the lease term.

The Group assumes that for contracts concluded for an indefinite period, with a notice period of less than 12 months but not meeting the definition of a lease, the practical expedient under IFRS 16 can be used.

3.13.7 Inventories

Inventories are assets intended for sale in the normal course of business, in the course of production or intended for sale in the form of materials, or auxiliary materials intended for consumption in production or in connection with the provision of services.

Due to the nature of inventories and their purpose, inventories are divided into groups:

  • raw materials
  • finished and semi-finished products

  • work in progress
  • goods

The Group initially carries inventories at cost (purchase price or production cost).

The purchase price and production cost include all purchase costs, processing costs and other costs incurred in bringing the inventories to their current location and condition.

Inventories are carried at cost (acquisition prices/manufacturing costs), but not higher than net selling price (equal to sales price less costs related to preparing the inventories for sale and completing the sale). In the event of an increase in the value of inventories for which impairment allowances were previously made, those allowances must be reversed.

3.13.8 Foreign currency transactions

The items included in the financial statements are presented in the Polish zloty, which is the functional currency of the Group.` Transactions expressed in foreign currencies are translated at initial recognition into the functional currency as follows:

  • at the exchange rate actually used, i.e. at the buy or sell rate applied by the bank at which the transaction takes place, in the case of currency sale or purchase transactions and payment of receivables or liabilities, or at the rate arising from contracts signed with the entity's bank or the rate agreed through negotiations;
  • at the average exchange rate set for the particular currency by the National Bank of Poland as at the transaction date for other transactions. The exchange rate applicable at the transaction date is the average exchange rate of the National Banking of Poland announced on the last business day before the transaction.

At the end of each reporting period:

  • any cash items expressed in foreign currency are converted using the closing rate applicable on that day, i.e. the average exchange rate set for the particular currency by the National Bank of Poland;
  • any non-cash items measured at historical cost in a foreign currency are converted using the exchange rate (i.e. the average exchange rate set for the particular currency by the National Bank of Poland) applicable on the transaction date, and
  • any non-cash items measured at fair value in a foreign currency are converted using the exchange rate (i.e. the average exchange rate set for the particular currency by the National Bank of Poland) applicable on the date of determination of the fair value.

Foreign exchange gains and losses arising from:

  • settlement of transactions in a foreign currency;
  • balance sheet valuation of cash assets and liabilities other than derivative instruments expressed in foreign currencies are recognized in profit or loss.

3.13.9 Accruals

The Group recognizes prepayments and accruals to comply with the accrual principle and the matching principle. This applies to the revenues and expenses which relate to future periods and meet the recognition criteria as items of assets or liabilities, in accordance with the conceptual framework of IFRSs.

Prepayments are measured at cost at the time of initial measurement, while on the balance sheet date the cost is adjusted by the portion of the written off cost or income attributable to the previous period.

The Group recognizes unearned revenues if they relate to future reporting periods.

Unearned revenues are measured at nominal value.

3.13.10 Equity

The Group's equity is divided into:

  • Registered (share) capital recognized at the value stated in the Parent Company's Articles of Association and entered in the National Court Register (KRS);
  • Supplementary capital;
  • Reserve capital;
  • Retained earnings, which include the financial results of previous years and the result of the current period.

3.13.11 Provisions

Provisions are recognized when the entity has a present legal or constructive obligation towards third parties as a result of past events and when it is certain or highly likely than an outflow of resources (tantamount to economic losses) will be required to settle the obligation, and when the amount of the obligation can be reliably estimated.

3.13.12 Bank loans and other loans received

At initial recognition, bank loans are recognized at cost, which is the value of cash received and which includes the cost of obtaining the loan. Then all bank and other loans are measured at adjusted purchase price (amortized cost), using the effective interest rate.

3.13.13 Borrowing costs

Borrowing costs are recognized in profit or loss in the period to which they relate.

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset affect its initial value as part of the purchase price or production cost. The costs are capitalized when it is probable that they will result in future economic benefits to the entity and the costs can be measured reliably.

Borrowing costs which were incurred without any specific purpose and used to finance the acquisition or production of a qualifying asset affect the initial value of this asset in the amount determined by applying the capitalisation rate to the expenditures on that asset. The capitalization rate is the weighted average of the borrowing costs applicable to the borrowings of the entity that are outstanding during the period, other than borrowings made specifically for the purpose of obtaining a qualifying asset.

Exchange differences on borrowings drawn in a foreign currency (both specific and general) affect the initial value of the qualifying asset to the extent in which it represents an adjustment of interest costs. The value of exchange rate differences adjusting the interest costs is the difference between the interest costs on similar borrowings that the Company would incur in its functional currency and the cost incurred for the foreign currency borrowings.

3.13.14 Current and deferred tax

Income tax recognized in profit or loss includes current and deferred tax.

Current tax is calculated in accordance with the applicable tax law.

Deferred tax is determined using tax rates (and laws) that are expected to apply to the period when the asset is realized or the liability is settled based on tax rates (and tax laws) that have been enacted or substantively enacted at the end of the reporting period.

A deferred tax liability is recognized for all taxable temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. A deferred tax liability is recognized in the full amount. The liability is not discounted.

A deferred tax asset is recognized for all deductible temporary differences between the carrying amount and tax base of assets and liabilities. A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference or tax loss can be utilized.

Deferred tax assets and liabilities are recognized regardless of when they are to be utilized.

Deferred tax assets and deferred tax liabilities are not recognized if they arise from the initial recognition of an asset or liability in a transaction that:

  • is not a business combination;
  • at the time of the transaction, affects neither the pre-tax profit nor taxable profit. No deferred tax assets and deferred tax liabilities are recognized for temporary differences resulting from the initial recognition of goodwill.

Deferred tax is recognized in profit or loss for a given period, unless the deferred tax:

  • arises from transactions or events which are directly recognized in other comprehensive income in which case the deferred tax is also recognized in other comprehensive income; or
  • arises from a business combination in which case the deferred tax affects goodwill or a gain on a bargain purchase.

Deferred tax assets and deferred tax liabilities are offset if the Group entities have a legally enforceable right to set off current tax assets and current tax liabilities, and if the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on the same taxpayer.

3.13.15 Revenue recognition

The Group applies the principles of IFRS 15 taking into account the 5-step revenue recognition model. The Group recognizes revenue when it satisfies a performance obligation by transferring a promised good or service (i.e. an asset) to a customer. An asset is transferred when (or as) the customer obtains control of that asset. Revenue is recognized as an amount corresponding to the transaction price allocated to that performance obligation.

In order to determine the transaction price, the Group takes into account the terms of the contract and the customary business practices. Transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example certain sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. If the consideration promised in a contract includes a variable amount, the Group estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer.

As at the Balance Sheet Date, the Group did not have any signed commercial contracts that could be the basis for detailed disclosures in accordance with IFRS 15.

3.13.15.1 Revenues from the sale of services (products)

When the outcome of a transaction involving the rendering of services can be estimated reliably, revenue associated with the transaction is recognized by reference to the stage of completion of the transaction at the balance sheet date. The outcome of a transaction can be estimated reliably when all the following conditions are satisfied:

  • the amount of the revenue can be measured reliably;
  • it is probable that the economic benefits associated with the transaction will flow to the enterprise;
  • the stage of completion of the transaction at the balance sheet date can be measured reliably;
  • the costs incurred for the transaction and the costs to complete the transaction can be measured realiably.

When the outcome of the transaction involving the rendering of services cannot be estimated reliably, revenue is recognized only to the extent of the expenses incurred that are recoverable.

3.13.15.2 Revenue from the sale of goods and materials

The Group recognized revenue from the sale of goods and materials when the following conditions are satisfied:

  • the entity has transferred to the buyer the significant risks and rewards of ownership of the goods;
  • the entity retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
  • the amount of the revenue can be measured reliably;
  • it is probable that the economic benefits associated with the transaction will flow to the enterprise;
  • the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue is recognized at the fair value of the consideration received or receivable.

3.13.15.3 Interest

Interest income is recognized pro-rata to the passage of time, using an effective interest rate. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at original effective interest rate of the instrument, and gradually unwinds the discount in correspondence with interest income. Interest income on loans which have become impaired is recognized at the original effective interest rate.

3.13.16 Grants

Non-cash grants are recognized in the books at fair value.

Cash government grants are presented in the statement of financial position as deferred income.

Grants related to income are presented under "Revenue from grants".

A government grant is not recognized until there is reasonable assurance that the entity will comply with the conditions attaching to it, and that the grant will be received.

Government grants are recognized in profit or loss on a systematic basis over the periods in which the entity recognizes as expenses the related costs for which the grants are intended to compensate. They are not credited directly to equity.

A government grant that becomes receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs is recognized as income of the period in which it becomes receivable as the above fact has been disclosed.

Grants related to income are presented as revenue, separately from the related costs which the grants are intended to compensate. The grants are recognized as revenue regardless of whether they were received in the form of cash or as a decrease of liabilities.

Inflows and expenses related to received grants are presented in the statement of cash flows (under cash flows from operating activities).

The benefit of a government loan at a below-market rate of interest is treated as a government grant, which is recognized and measured in accordance with IFRS 9 "Financial Instruments", i.e. at the amount of the difference between the initial carrying amount of the loan determined in accordance with IFRS 9 and the inflows received. The grant is accounted for in accordance with IAS 20 "Accounting for government grants and disclosure of government assistance".

The Group estimates the probability of having to return the received grants. Depending on the adopted estimate, grants received may be recognized in the profit or loss in the year when the grant-funded expenses were incurred or treated as deferred income until a reasonable certainty is obtained that the funding will not have to be returned.

The Group distinguishes the following types of risk attached to the return of grants:

Risks related to projects:

  • The Group refuses to submit to or obstructs an inspection, or fails to comply with the post-inspection recommendations within the stated deadline;
  • During an inspection carried out by authorized institutions, errors or deficiencies were found in the submitted documentation and they were not remedied within the prescribed period;
  • The Group fails to submit a payment application on time;
  • The Group fails to correct the payment application within the prescribed period or submits an application containing significant deficiencies or errors;
  • The Group fails to submit information or explanations about the project;
  • The Group uses the funding contrary to its intended purpose; will obtain any undue or excessive amount of the grant;
  • The Group uses the funding in breach of applicable procedures;
  • Continued implementation of the project by the Company is impossible or unreasonable;
  • The Group discontinues the project or implements it in a manner incompatible with the contract or law;
  • No progress is observed in project implementation in relation to the deadlines specified in the grant application, which might give rise to a reasonable expectation that the project will not be implemented in full or its goal will not be achieved.

The Group has the above risks under control. The Group ensures implementation of projects in accordance with the applicable guidelines and grant agreements. The Group monitors progress of projects on an ongoing basis. Where a project cannot be continued, the Group reports this to relevant institutions as soon as possible after becoming aware of this fact. The Group declares that it will not breach any conditions under the control of the Parent Company's Management Board.

3.13.17 Contingent liabilities

A contingent liability is defined as:

  • a. A possible obligation that arises from past events and of which the existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity; or
  • b. A present obligation that arises from past events but is not recognized in financial statements because:
    • it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or
    • the amount of the obligation cannot be measured with sufficient reliability.

Contingent assets are possible assets that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity.

3.13.18 Incentive scheme

IFRS 2 requires that the Group should recognize the related costs and equity increase for such transactions when the employee benefits are received. On the date when the individual tranches under the scheme vest in the eligible persons, the Group will estimate the remuneration costs based on the fair value of the awarded options. The cost determined in this way will be recognized in the statement of comprehensive income for a given period in correspondence with the equity position presented in the statement of financial position throughout the vesting period.

3.13.19 Management Board's estimates

The preparation of consolidated financial statements requires the management board of the Parent Company to make estimates and assumptions that affect the amounts reported in these financial statements and notes thereto. Actual results may be different from estimates. These estimates concern, inter alia, provisions and impairment allowances, prepayments and accruals and adopted depreciation/ amortization rates.

3.13.19.1 Accruals for unused annual leaves

Accruals for unused holiday leaves are determined on the basis of the number of unused leave days as at a particular date and the employee's average salary as at that date, increased by the national insurance contributions payable by the employer.

3.13.19.2 Useful lives of tangible assets

Each year, the Parent Company's Management Board verifies the residual value, depreciation method and useful lives of the tangible assets which are subject to depreciation. As at the Balance Sheet Date, the Parent Company's Management Board is of the opinion that the useful lives of assets applied by the Group for purposes of depreciation reflect the expected period of future economic benefits from these assets.

3.13.19.3 Deferred tax assets and liabilities

Deferred tax assets and liabilities are measured at the tax rates which according to the available projections will be apply at the time when the asset is realised or the liability is settled based on tax laws that were in force or were substantively in force at the end of the reporting period.

3.13.19.4 Asset impairment tests

In accordance with the requirements of IAS 36, the Group monitors its assets in terms of impairment on an ongoing basis. At the time of a decision to start a new development project, the Group assesses the probability of expected future economic benefits using reasonable and supportable assumptions that represent management's best estimate of the set of economic conditions that will exist over the useful life of the asset, both on the income and cost side, including by estimating availability of the means needed to complete, use and generate benefits from the asset. Where there is no certainty as to the possibility of obtaining future economic benefits, technical capability or an intention to complete the development or availability of funds to complete the development or a possibility of a reliable estimate of the expenditure incurred, then development costs are recognized in the statement of comprehensive income in the period in which they were incurred (under costs of ordinary activities). At the end of each reporting period, the Group tests all previous assumptions regarding in-process development. Where there are any indications of impairment, the Group will assess the recoverable amount of the assets affected and will post relevant impairment allowances. Impairment tests are carried out to ensure that assets are carried at a value not exceeding their recoverable amount. The recoverable amount is the higher of:

  • fair value, less costs to sell, if the fair value can be determined;
  • value in use determined on the basis of the present value (i.e. after discounting) of the future cash flows related to the assets to be tested.

The indicators of impairment of assets at the Group are as follows:

  • an asset's market value has declined significantly more than would be expected as a result of the passage of time or normal use;
  • significant changes of technological, market, economic or legal nature, with an adverse effect on the entity have taken place or are expected to take place;
  • evidence is available of obsolescence or physical damage of an asset;

  • significant changes to the use of an asset, with an adverse effect on the entity, have taken place or are expected to take place;
  • the economic performance of an asset is or will be worse than expected.

At each balance sheet date, the Group assesses whether there are any indications that any of its may be impaired. If this is the case, the Group estimates the recoverable amount of the asset.

Whether or not there are any indications of impairment, each year the Group performs annual impairment tests for its intangible assets with an indefinite useful life or an intangible asset which is not yet available for use, by comparing its carrying amount with its recoverable amount. This test may be carried out at any time during the year, provided that each year it takes place at the same date. Different intangible assets may be tested for impairment at various dates. If an intangible asset was initially recognized during the current year, the asset is tested for impairment before the year-end.

At the end of the reporting periods presented, in the opinion of the Parent Company's Management Board there were no indications of impairment of tangible or intangible assets. As at the balance sheet date, in accordance with the International Accounting Standard 36 "Impairment of Assets", the Company performed an impairment test for completed development and in-process development expenditures. The test results showed that the recoverable amount of intangible assets exceeds their carrying amount, so there is no need to post any impairment allowances for those assets.

Consolidation basis and principles

The Group consolidates its subsidiaries using the line by line consolidation method.

Under this method, the individual line items of the financial statements of the parent and its subsidiary are summed up, in the full amount, with relevant eliminations (in accordance with IFRS 3): in respect of value of the parent company's (and other consolidated entities') shares (measured at cost) of the subsidiaries together with their corresponding net assets of those subsidiaries (measured at fair value) as at the date of commencement of control over those subsidiaries. The amount by which the value of the shares exceed the value of their corresponding assets is the goodwill reported in the consolidated statement of financial position. Where the difference is negative, it is taken to the profit or loss for the period.

Subsidiaries are consolidated from the date the Group takes control over them, and cease to be consolidated when the date control ceases.

Control is the ability to govern the financial and operating policies of an entity in order to obtain economic benefits.

An entity is said to exercise control if and only if the entity at the same time:

− has power over the investee;

− when it is exposed, or has rights, to variable returns from its involvement with the investee;

− has the ability to affect those returns through its power over the investee.

When preparing the consolidated financial statements, the Parent Company combines the financial statements of the Parent Company and the subsidiaries by summing up individual items of assets, liabilities and equity, revenues and costs. The balances should be presented in the consolidated financial statements as if the Group were a single entity. For this purpose:

− the carrying amount of the Parent Company's investment in each of the subsidiaries and that part of the subsidiaries' equity corresponding to the Parent Company's share are eliminated;

− non-controlling interests in the net profit or loss of consolidated subsidiaries for a given reporting period are determined;

− non-controlling interests in the net assets of consolidated subsidiaries are determined and presented separately from the Parent Company's equity.

Balances of settlements between Group entities, transactions, dividends, revenues and costs are eliminated in their entirety. Profits and losses in respect of intragroup transactions presented in assets (tangible assets, inventories) are eliminated in their entirety. If the losses are tantamount to impairment losses, relevant impairment charges are recognized.

The consolidated statement of comprehensive income was prepared using the function of expense method.

The consolidated statement of cash flows was prepared using the indirect method.

The subsidiary XTPL Inc. provides financial statements in its local currency (USD), which is converted into Polish zloty at appropriate exchange rates.

Financial statements of subsidiaries are prepared for the same reporting period as the reports of the Parent Company.

Earnings (loss) per share

Earnings (loss) per share are calculated by dividing the net profit for the period attributable to ordinary shareholders of the Parent Company by weighted average number of ordinary shares outstanding during the financial year.

Diluted earnings (loss) per share are calculated by dividing the net profit for the period attributable to ordinary shareholders of the Parent Company by the probable number of shares taking into account future issues.

Signatures:

Filip Granek, PhD Jacek Olszański

CEO Management Board Member

Signature of the person responsible for the preparation of the consolidated financial statements Edward Czuchajewski Chief Accountant

Wrocław, April 25, 2024

Talk to a Data Expert

Have a question? We'll get back to you promptly.