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REG - Haydale Graphene Ind - Interim Results

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RNS Number : 4512A  Haydale Graphene Industries PLC  13 March 2025

 

 For immediate release  13 March 2025

 

Haydale Graphene Industries plc

 

('Haydale', the 'Company', or the 'Group')

 

Interim Results

 

Haydale (AIM: HAYD), the advanced materials group, announces its unaudited
interim results for the six months ended 31 December 2024 (the 'Period' or 'H1
FY25').

 

Post-Reporting Period Highlights

Following the conclusion of the Business Review, announced in December 2024,
and the securing of an additional £3.1m (gross) of funding in November 2024,
the new Board and management team have taken decisive steps to refocus the
Group and reduce cash burn aligned to the revised strategy. Specifically:

Ø Divestment of the Group's loss-making operations in South Korea;

Ø Discontinuation of the Group's loss-making operations in Thailand;

Ø Exiting from the Group's loss-making operations in the US in a way most
likely to realise value back to the Group;

Ø Consolidation of the Group's activities onto a single site in Ammanford and
closure of its Loughborough premises;

Ø Actions to deliver over 55% reductions in both headcount and overheads on a
full year equivalent basis compared with FY24;

Ø Reorganising the business to focus primarily on its heating system products
as the opportunity closest to commercialisation. Initial trials have been
successfully completed, and internal testing has shown the Group's system to
be a highly efficient and cost-effective solution;

Ø The Group's heating system has been accepted for testing by Centrica and
certification for each of UKCA (UK), CE (Europe) and UL (North America) are
also underway.  The Group has secured the first commercial orders and has a
growing pipeline of demand; and

Ø New commercial contracts have been secured with a leading funder of new
heating systems to vulnerable households, Affordable Warmth Solutions, to
develop a further graphene heater ink product, and with the national gas grid,
National Gas Transmission, for the use of the Group's technology in upgrading
the gas network.

 

Financial Highlights for the six months ended 31 December 2024:

Ø  Revenues decreased by 50% to £1.25 million (H1 FY24 £2.47 million)
reflecting persistent US under performance;

Ø  Gross profit margin increased to 57.8% (H1 FY24 57%) reflecting changes
in the product mix;

Ø  Adjusted administrative expenses decreased by 8% to £3.00 million (H1
FY24: £3.26 million) stemming from pre-Review cost reductions;

Ø  Adjusted operating loss increased by 32% to £2.13 million (H1 FY24
£1.61 million) reflecting reduced turnover; and

Ø  Cash at Period end of £1.99 million (31 December 2023: £3.30 million).

 

These results underscore the rationale for the change in business strategy and
the decisive actions taken to focus the business on near-term revenue
opportunities, aggressively reduce costs and stem cash outflows in FY25, and
in particular the divestment of the heavily loss making North-American
business, all of which will contribute to the Group's goal of achieving
improved profitability and cash flow in FY25, in order to protect the Group's
core UK nanomaterials business.  The monthly run-rate operating expenses for
the remaining UK business is approximately £0.275m.

 

 

Commenting on the interim results, Simon Turek, Chief Executive Officer of
Haydale, said:

"The interim results reflect the period before implementation of the new
business strategy, highlighting the challenging financial position inherited
by the new management team on January 1, 2025. With declining revenue and an
unsustainable cost structure, immediate and decisive action was required.

Since then, we have restructured the business, divested non-core operations,
and significantly reduced costs, aligning overheads with revenue. Our heater
ink-based technology is now the focus, having delivered successful real-world
trials of our heating system and secured the first commercial orders.

The strategic transformation is well underway, and while challenges remain,
these actions provide a clear path to profitability. We remain committed to
delivering value and look forward to further progress."

 

For further information:

                   Haydale Graphene Industries plc
                   Simon Turek, CEO                                                      Tel: +44 (0) 1269 842 946

Patrick Carter, CFO
                                                                                         www.haydale.com (http://www.haydale.com)
 Cavendish (Nominated Adviser & Broker)
 Julian Blunt/Edward Whiley, Corporate Finance

Andrew Burdis, ECM

                                                                         Tel: +44 (0) 20 7220 0500

 

Notes to Editors

 

Haydale is a UK based advanced materials group focused on commercialising its
proprietary heating ink-based technology and integrating graphene and other
nanomaterials into next-generation industrial applications.  With expertise
in nanomaterials, Haydale enhances the electrical, thermal and mechanical
properties of materials, delivering innovative solutions across multiple
industries.  For more information please visit: www.haydale.com
(http://www.haydale.com) or X: @haydalegraphene

 

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'', ''could'', "should" ''envisage'',
''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', ''will'' or the
negative of those, variations or comparable expressions, including references
to assumptions.  These forward-looking statements are not based on historical
facts but rather on the Directors' current expectations and assumptions
regarding the Company's future growth, results of operations, performance,
future capital and other expenditures (including the amount, nature and
sources of funding thereof), competitive advantages, business prospects and
opportunities.  Such forward looking statements reflect the Directors'
current beliefs and assumptions and are based on information currently
available to the Directors.

 

A number of factors could cause actual results to differ materially from the
results discussed in the forward-looking statements including risks associated
with vulnerability to general economic and business conditions, competition,
environmental and other regulatory changes, actions by governmental
authorities, the availability of capital markets, reliance on key personnel,
uninsured and underinsured losses and other factors, many of which are beyond
the control of the Company.  Although any forward looking statements
contained in this announcement are based upon what the Directors believe to be
reasonable assumptions, the Company cannot assure investors that actual
results will be consistent with such forward looking statements.
Accordingly, readers are cautioned not to place undue reliance on forward
looking statements.  Subject to any continuing obligations under applicable
law or any relevant AIM Rule requirements, in providing this information the
Company does not undertake any obligation to publicly update or revise any of
the forward looking statements or to advise of any change in events,
conditions or circumstances on which any such statement is based.

Chief Executive's Report

 

Overview

 

Following the fundraise in November 2024 and changes in Board-level
management, the Board undertook a comprehensive review of all aspects of the
business. The aim was to reprioritise areas with near-term profit potential
and positive cash generation, whilst continuing to pursue commercially viable
long-term strategic opportunities (the "Review").

The findings of the Review announced December 23, 2024, identified significant
challenges, including an excessive cost base for the level of revenue,
dispersed focus across too many initiatives, and over-optimistic assumptions
regarding the US business. Having played a key role in leading that review,
upon my appointment to the position of CEO I was tasked with implementing an
accelerated turnaround plan, an aggressive reduction in costs, and a
fundamental reshaping of the business.

These interim results reflect the period prior to the new strategy's
implementation and underscore the challenging financial position the business
faced at the time of the leadership transition.  In particular, the US
Advanced Cutting Tool division struggled to convert its pipeline into sales,
coupled with muted powder sales resulting in a significant shortfall compared
to budget and prior-year performance.  As a result, Group revenues declined
by nearly 50% to £1.25 million (H1 FY24: £2.47 million), with a
consequential increase in adjusted operating loss to £2.13 million (H1 FY24:
£1.61 million).

Strategic plan implementation

The Review has led the Group to adopt a highly focused approach aimed at
making the business self-funding as soon as practicable, with any future
capital raises being directed towards supporting growth rather than covering
ongoing losses.

Since completing the Review, our strategic priorities have been:

·      Divestment of non-core, loss-making overseas operations;

·      UK operational streamlining;

·      Aggressive cost reductions; and

·      Focused commercialisation of core, closest to market technology.

Ø Divestment of non-core operations

Asia: The South Korea operation was sold in December 2024, and Thailand was
discontinued in January 2025, reducing cash outflows and minimising closure
costs.

US: While the pipeline remains strong, conversion timelines have been far
longer than expected, and the Group lacked the financial resources to sustain
the working capital required to reach profitability.

·      On February 7, 2025, the US business was put up for sale.

·      Given its strategic positioning as one of only two US
manufacturers of Silicon Carbide Whisker for high-grade cutting tools,
multiple well-capitalised buyers have expressed interest.

·      To maximise value, the Board has opted for a structured asset
sale under Chapter 11, Subchapter V of the U.S. Bankruptcy Code, protecting
the business from creditors and minimising any further cash-based support.

·      The auction process, initiated in February 2025, is expected to
conclude in April 2025.

·      The US entity has adequate funding to maintain operations during
the sale process.

Ø UK Operational Streamlining

The UK cost base has been significantly reduced, with a sharper focus on
high-value scalable opportunities. The key actions include:

·      Prioritising heating technology: The Review identified Haydale's
patented graphene-based heating system as a world-leading product, close to
commercialisation, with a large addressable market and low barriers to entry
(see below).

·      It has become apparent that the incubation projects are taking
longer to convert than first anticipated and, with the focus on delivering our
heating system, we have limited surplus internal capacity in the short term to
deliver this work. Peripheral activities have therefore been discontinued or
deprioritised to align with this focus unless there is a contractual
commitment and financial incentive to continue.

·      Consolidation of UK operations at the Ammanford headquarters,
with the Loughborough facility closing by the end of March 2025.

·      Supply and distribution chain optimisation through renegotiation
of underperforming contracts.

Ø Targeted Cost Reductions

The actions noted above together with additional targeted cost saving measures
taken at Ammanford, balanced with the need to deliver on the new strategic
objectives, are expected to deliver the following benefits on a full year
equivalent basis as compared with FY24:

·      55% reduction in headcount across the Group (UK: 33%),
significantly lowering personnel costs; and

·      60% reduction in ongoing overheads across the Group (UK: 46%).

These actions will drive improved efficiency and cost discipline, with full
benefits expected from the end of FY25 onwards.

Ø Commercialisation of core technology: Heating system

Our heating system, being branded "Just Heat", is based on our proprietary,
energy efficient, graphene heater ink, and designed for fast, even heating
with simple installation.  Our solution is designed to warm homes more
efficiently, cost-effectively, and sustainably, aligning with the move towards
a greener, Net Zero building stock.

 

The product uses ultra-thin, flexible heating mats that sit underneath the
floor covering, warming up quickly and evenly. Powered by low-voltage
electricity and enhanced with graphene technology, it heats faster and uses
less energy than traditional systems. The system is easy to install and
compatible with renewable energy like solar power.

 

Initial trials with a social housing provider have been successfully
completed, and internal testing has shown our system to be significantly
cheaper to operate than standard gas and electric heating systems, as well as
air source heat pumps. This makes it a highly efficient and cost-effective
solution, particularly when combined with off-peak electricity and home
battery storage.

 

The product has been accepted for testing by Centrica and certification for
each of UKCA (UK). CE (Europe) and UL (North America) are also underway.  The
Group is expecting to shortly begin installation of its solution in
demonstration sites across the UK, including social housing and commercial
offices.

 

The Group has in-house capacity to produce the proprietary heater ink using
HDPlas® plasma reactors, with a supply chain ready for commercial roll-out.
The Group has secured the first commercial orders and has a growing pipeline
of demand.

 

To support commercialisation of our heating system, the team has been
reorganised to focus on delivery and sales of heating products, while still
servicing existing revenue-generating contracts with Petronas and Cadent.

 

New commercial contracts have been secured with a leading funder of new
heating systems to vulnerable households, Affordable Warmth Solutions, to
develop a further graphene heater ink product, and with the national gas grid,
National Gas Transmission, for the use of the Group's technology in upgrading
the gas network.

 

 

Business Investment

 

The HT1400 reactor is expected to meet medium-term demand for functionalised
graphene in heater ink production and no major capital investment is expected
to meet medium-term forecasts. In the longer term, expansion of non-reactor
related ink production capability may be required to meet demand.

 

 

Unaudited Financial Results

 

These results consolidate the whole group prior to divestments and disposals
effected close to or subsequent to the period end. The Group's recognised
commercial income in the Period was £1.25 million (H1 FY24 £2.47 million).

 

Adjusted Administrative Expenses decreased to £3.00 million (H1 FY24 £3.26
million), as a result of progressive cost savings put in place during the
period.

 

The Group's adjusted Operating Loss was £2.13 million (H1 FY24 £1.61
million) and the Loss before taxation was £3.02 million (H1 FY24 £2.53
million) reflective of the revenue reduction.  There was no Capital
expenditure in H1 FY25 (H1 FY24: £0.03 million).

 

The Group's net assets at 31 December 2024 were £5.15 million (30 June 2024:
£5.68 million) which includes the US assets pending their disposal.  Of
particular note, inventories have increased by 34.7% since the year end
reflecting the silicon carbide manufacturing campaign undertaken in the
period. The Group's borrowings increased by £0.52 million during the period
to £1.93 million (30 June 2023: £1.41 million) reflecting the issue of
convertible loan notes as part of the recent fundraise.

 

Cash at the Period end was £1.99 million (30 June 2024: £1.72 million).
Negative operating cash flow before working capital changes was £2.16 million
(H1 FY24 £1.76 million). A positive working capital movement of £0.14
million (H1 FY24 negative movement of £0.33 million) meant that Cash Used in
Operations was £(2.02) million (H1 FY24 £(2.08) million).

 

The Company raised a total of £3.10m in November 2024, comprising £2.60
million (gross) of equity via the issue of 1,960,633,907 new ordinary shares
at an issue price of 0.1325 pence each and £0.50 million of convertible loan
notes. As at 31 December 2024, and at the date of this announcement, the
Company had 3,759,095,958 ordinary shares in issue.

 

Outlook

 

Since I joined the Board in November 2024, the focus has been on delivering
the Review and executing rapid, decisive changes to streamline operations,
reduce costs, and commercialise our graphene ink heating technology - a
product that embodies Haydale's innovation strength.

 

Whilst this transition has required difficult decisions, we now have a clear
pathway to profitability with a developing pipeline of commercial
opportunities and active discussions with potential partners through whom we
intend to take the product to market. The Group anticipates that, whilst risks
still remain, the strategic actions being implemented will bring forwards the
point at which the Group can generate sufficient monthly cashflow to sustain
itself which was previously expected to occur in the second half of FY26.
Although cash reserves are reducing, this is primarily due to investment in
working capital to enable future growth. The Group retains the flexibility to
adjust working capital requirements, such as reducing stock production if
necessary, and potentially has the option to secure debt financing to support
this build

 

Once our heating product is established and when funding and circumstances
permit, we anticipate revisiting other nanomaterial innovations that Haydale
has developed over the years.

 

Board

 

The Board intends to appoint a Non-Executive Director with extensive energy
sector experience, bringing valuable expertise in commercialising the Group's
heating system. Further information will be provided in due course.

 

 

Simon Turek

Chief Executive Officer

12 March 2025

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

 

For the six months ended 31 December 2024

 

                                                                      Unaudited      Unaudited      Audited

                                                                       Six months     Six months    Year

                                                                      ended          ended          ended

                                                                      31 Dec 2024    31 Dec 2023    30 Jun 2024

                                                                      £'000          £'000          £'000

 REVENUE                                                              1,253          2,466          4,820
 Cost of sales                                                        (529)          (1,060)        (2,008)

 Gross Profit                                                         724            1,406          2,812
 Other operating income                                               155            237            376

 Adjusted Administrative expenses                                     (3,008)        (3,257)        (6,346)

 Adjusted operating loss                                              (2,129)        (1,614)        (3,158)
 Adjusting administrative items:
 Share based payments income/(expenses)                               (56)           42             (25)
 Depreciation and amortisation                                        (753)          (757)          (1,514)
 Impairment                                                           -              -              (1,227)
 Restructuring costs                                                  -              (35)           (34)

                                                                      (809)          (750)          (2,800)

 Total administrative expenses                                        (3,817)        (4,007)        (9,146)

 LOSS FROM OPERATIONS                                                 (2,938)        (2,364)        (5,958)
 Finance costs                                                        (78)           (164)          (393)

 LOSS BEFORE TAXATION                                                 (3,016)        (2,528)        (6,351)

 Taxation                                                             136            136            241

 LOSS FOR THE YEAR FROM CONTINUING OPERATIONS                         (2,880)        (2,392)        (6,110)

 Other comprehensive income:
 Items that may be reclassified to profit or loss:
 Exchange differences on translation of foreign operations            (98)           (21)           52
 Remeasurements of defined benefit pension scheme                     101            147            261

 TOTAL COMPREHENSIVE LOSS FOR THE YEAR FROM CONTINUING OPERATIONS

                                                                      (2,877)        (2,266)        (5,797)

 Loss per share attributable to owners of the Parent

 Basic (pence) and Diluted (pence)                                 2  (0.12)         (0.19)         (0.40)

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)

 

As at 31 December 2024

 

                                                                         Unaudited       Unaudited       Audited

                                                                          31 Dec 2024     31 Dec 2023    30 Jun 2024

                                                                         £'000           £'000           £'000

 ASSETS
 Non-current assets
 Goodwill                                                                -               1,059           -
 Intangible assets                                                       1,295           1,350           1,338
 Property, plant and equipment                                           4,535           5,260           4,867

                                                                         5,830           7,669           6,205

 Current assets
 Inventories                                                             2,249           1,603           1,670
 Trade receivables                                                       871             1,019           1,088
 Other receivables                                                       521             332             376
 Corporation tax                                                         387             542             251
 Cash and bank balances                                                  1,986           3,300           1,717

                                                                         6,014           6,796           5,102

 TOTAL ASSETS                                                            11,844          14,465          11,307

 LIABILITIES
 Non-current liabilities
 Bank loans                                                              (1,743)         (1,106)         (1,392)
 Pension obligation                                                      (261)           (422)           (304)
 Other payable                                                           (1,494)         (1,649)         (1,558)

                                                                         (3,498)         (3,177)         (3,254)
 Current liabilities
 Bank loans                                                              (184)           (283)           (14)
 Trade and other payables                                                (2,796)         (1,598)         (2,186)
 Deferred income                                                         (216)           (268)           (178)

                                                                         (3,196)         (2,149)         (2,378)

 TOTAL LIABILITIES                                                       (6,694)         (5,326)         (5,632)

 TOTAL NET ASSETS                                                        5,150           9,139           5,675

 EQUITY
 Capital and reserves attributable to equity holders of the parent
 Share capital                                                           16,926          16,730          16,730
 Share premium account                                                   37,474          35,374          35,374
 Share-based payment reserve                                             464             342             408
 Retained deficits                                                       (49,315)        (42,933)        (46,536)
 Foreign exchange reserve                                                (399)           (374)           (301)

 TOTAL EQUITY                                                            5,150           9,139           5,675

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

For the six months ended 31 December 2024

                                                                     Unaudited        Unaudited        Audited
                                                                     Six months       Six months       Year
                                                                     ended            ended            ended
                                                                     31 Dec 2024      31 Dec 2023      30 Jun 2024
                                                                     £'000            £'000            £'000
 Cash flow from operating activities
 Loss after taxation                                                 (2,880)          (2,392)          (6,110)
 Adjustments for:-
 Amortisation of intangible assets                                   193              186              1,614
 Depreciation of property, plant and equipment                       560              571              1,128
 Share-based payment (income)/charge                                 56               (42)             25
 Profit on disposal of plant and equipment                           9                7                -
 Finance costs                                                       78               164              393
 Pension plan contributions                                          (36)             (86)             (161)
 Pension - net interest expense                                      -                (30)             -
 Taxation                                                            (136)            (136)            (241)

 Operating cash flow before working capital changes                  (2,156)          (1,758)          (3,352)
 (Increase) in inventories                                           (580)            130              63
 (Increase)/decrease in trade and other receivables                  72               (341)            (454)
 (Decrease)/increase in payables and deferred income                 648              (115)            383
 Cash used in operations                                             (2,016)          (2,084)          (3,360)

 Income tax received                                                 -                -                397

 Net cash used in operating activities                               (2,016)          (2,084)          (2,963)

 Cash flow used in investing activities
 Purchase of property, plant and equipment                           -                (28)             (16)
 Capitalisation of intangible assets                                 (151)            (150)            (503)

 Net cash used in investing activities                               (151)            (178)            (519)

 Cash flow used in financing activities
 Finance costs                                                       (36)             (115)            (174)
 Finance cost - right of use asset                                   (41)             (49)             (95)
 Payment of lease liability                                          (264)            (141)            (446)
 Proceeds from issue of share capital                                2,598            5,063            5,063
 Share issue costs                                                   (302)            (588)            (588)
 New bank loans raised                                               525              21               42
 Repayments of borrowings                                            (31)             (6)              (10)

 Net cash flow from financing activities                             2,449            4,185            3,792

 Net increase in cash and cash equivalents                           282              1,923            310
 Effects of exchange rate changes                                    (13)             (1)              29
 Cash and cash equivalents at beginning of the financial period      1,717            1,378            1,378

 Cash and cash equivalents at end of the financial period            1,986            3,300            1,717

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

                                                                         Share Capital      Share premium      Share-based payment reserve      Foreign exchange reserve      Retained losses      Total
                                                                         £'000              £'000              £'000                            £'000                         £'000                £'000

 At 1 July 2023                                                          15,717             31,912             833                              (353)                         (41,137)             6,972

 Total comprehensive loss for the Period                                 -                  -                  -                                -                             (2,392)              (2,392)
 Other comprehensive (loss)/income                                       -                  -                  -                                (21)                          147                  126
 Recognition of share-based payments                                     -                  -                  (42)                             -                             -                    (42)
 Share based payment charges - lapsed warrants                           -                  -                  (449)                            -                             449                  -
 Issue of ordinary share capital                                         1,013              4,050              -                                -                             -                    5,063
 Share issue cost                                                        -                  (588)              -                                -                             -                    (588)

 At 31 December 2023                                                     16,730             35,374             342                              (374)                         (42,933)             9,139

                          Total comprehensive loss for the Period        -                  -                  -                                -                             (3,718)              (3,718)
                          Other comprehensive income                     -                  -                  -                                73                            114                  187
                          Recognition of share-based payments            -                  -                  67                               -                             -                    67
                          Share based payment charges - lapsed warrants  -                  -                  (1)                              -                             1                    -

                          At 1 July 2024                                 16,730             35,374             408                              (301)                         (46,536)             5,675

                          Total comprehensive loss for the Period        -                  -                  -                                -                             (2,880)              (2,880)
                          Other comprehensive loss                       -                  -                  -                                (98)                          101                  3
                          Recognition of share-based payments            -                  -                  56                               -                             -                    56
                          Issue of ordinary share capital                196                2,402              -                                -                             -                    2,598
                          Share issue cost                               -                  (302)              -                                -                             -                    (302)

                          At 31 December 2024                            16,926             37,474             464                              (399)                         (49,315)             5,150

 

Equity share capital and share premium

The balance classified as share capital and share premium includes the total
net proceeds on issue of the Company's equity share capital, comprising
£0.0001 ordinary shares. The share premium account can only be used for bonus
issues, to provide for the premium payable on redemption of debentures or to
write off preliminary expenses, or expenses of, or commissions paid on, or
discounts allowed on, any issues of shares or debentures of the Company.

 

Share premium account

The share premium account represents the amount received on the issue of
ordinary shares in excess of their nominal value, less any costs associated
with the issuance of the shares, and is non-distributable.

 

Share-based payment reserve

The share-based payment reserve comprises the cumulative expense representing
the extent to which the vesting period of share options has passed and
management's best estimate of the achievement or otherwise of non-market
conditions and the number of equity instruments that will ultimately vest.

 

Retained losses

The retained profits and losses reserve comprises the cumulative effect of all
other net gains, losses and transactions with owners (e.g. dividends) not
recognised elsewhere.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

For the six months ended 31 December 2024

 

 

1.          Accounting policies

 

Basis of preparation

 

The interim financial statements, which are unaudited, have been prepared on
the basis of the accounting policies expected to apply for the financial year
to 30 June 2025 and in accordance with recognition and measurement principles
of UK adopted International Financial Reporting Standards (IFRSs). The
accounting policies applied in the preparation of these interim financial
statements are consistent with those used in the financial statements for the
year ended 30 June 2024.

The interim financial statements do not include all of the information
required for full annual financial statements and do not comply with all of
the disclosures in IAS34 'Interim Financial Reporting'.  Accordingly, while
the interim financial statements have been prepared in accordance with IFRS
they cannot be construed as being in full compliance with IFRS.

The financial information for the year ended 30 June 2024 does not constitute
the full statutory accounts for that period.  The Annual Report and Accounts
for 30 June 2024 have been filed with the Registrar of Companies.  The
Independent Auditors' Report on the Annual Report and Accounts for 2024 was
unqualified but noted that a material uncertainty existed that may cast
significant doubt on the Group's and Parent Company's ability to continue as a
going concern without qualifying their report and did not contain statements
under Section 498(2) or 498(3) of the Companies Act 2006.

As a result of the decision to dispose of the US business, the board has
considered the carrying value of the US assets. The disposal process is
currently scheduled to be completed in April 2025 with the outcome unknown at
this stage. Due to the uncertain nature of the value that will be realised for
those assets at the current time, the Board has decided not to impair the US
assets at this stage.

Going concern

 

The directors have prepared and reviewed detailed financial forecasts of the
Group and, in particular, considered the cash flow requirements for the period
from the date of approval of these interim financial statements to the end of
June 2026.  These forecasts sit within the Group's latest estimate which is
updated on a regular basis.  The directors are also mindful of the impact
that the current transition together with the other risks and uncertainties
set out on pages 9 to 10 of the Annual Report and Accounts for the year ended
30 June 2024 may have on these estimates and, in particular, the speed of
adoption of new products.

 

After due consideration of the forecasts prepared, the Group's current cash
resources after the fund raise in November 2024, the terms of its debt
facilities and potential sources of funding available to the Group, the
directors consider that the Company and the Group have adequate financial
resources to continue in operational existence for the foreseeable future and
for this reason the financial statements have been prepared on the going
concern basis.

 

Whilst the directors believe that the going concern basis is appropriate at
the date of this report, the Board is mindful that notwithstanding the actions
being taken to refocus the Group's activities, the cash resources of the Group
may be insufficient to fund the cash requirements of the Group through to a
position where it is able to fund itself from its own cashflow within 12
months of the date of this report. The Board is pursuing options to secure
funding from various sources to provide additional liquidity.  In the event
that funding cannot be sourced or is not available or is not available in
sufficient quantum it is very likely that the Group would need to raise
additional equity funding.  In the current economic conditions there is
inherent uncertainty over the whether such future equity or debt funding would
be available.  Formally, these circumstances represent a material uncertainty
that casts significant doubt upon the Company's and Group's ability to
continue as a going concern and therefore it may be unable to realise its
assets and discharge its liabilities in the normal course of business.
Nevertheless, after making enquiries and considering the uncertainties
described above, the Directors have a reasonable expectation that the Company
and Group have adequate resources to continue in operational existence for the
foreseeable future.  For these reasons they continue to adopt the going
concern basis of accounting in preparing these interim financial statements.

 

2.          Loss per share

 

The calculations of loss per share are based on the following losses and
number of shares:

 

                                                                                   Unaudited Six months ended  Unaudited Six months ended  Audited

                                                                                   31 Dec 2024                 31 Dec 2023                 Year

                                                                                   £'000                       £'000                       ended

                                                                                                                                           30 Jun 2024

                                                                                                                                           £'000

 Loss after tax attributable to owners of the Haydale Graphene Industries Group

                                                                                   (2,880)                     (2,392)                     (6,165)

 Weighted average number of shares:
 -           Basic and Diluted                                                     2,331,243,004               1,275,647,324               1,534,906,164

 Loss per share:
 -           Basic (pence) and Diluted (pence)                                     (0.12)                      (0.19)                      (0.40)

 

The loss attributable to ordinary shareholders and weighted average number of
ordinary shares for the purpose of calculating the diluted earnings per
ordinary share are identical to those used for basic earnings per share. This
is because the exercise of share options would have the effect of reducing the
loss per ordinary share and is therefore not dilutive under the terms of IAS
33.

 

As part of the fund raise on 13 November 2024, the Company's share capital was
restructured to in effect reduce the nominal value of each ordinary share from
0.1 pence to 0.01 pence.

 

3.          Segmental Analysis

 

Segmental analysis shows the split between UK and overseas operations to gross
profit level.

 

     Six months to December 2024

                                         UK       Overseas   Consolidated

                                         £'000    £'000      £'000
     Revenue                             676      577        1,253
     Cost of sales                       (308)    (221)      (529)

     Gross profit                        368      356        724

 

 Six months to December 2023

                                     UK       Overseas   Consolidated

                                     £'000    £'000      £'000
 Revenue                             486      1,980      2,466
 Cost of sales                       (293)    (767)      (1,060)

 Gross profit                        193      1,213      1,406

 

 Year to June 2024

                           UK       Overseas   Consolidated

                           £'000    £'000      £'000
 Revenue                   1,375    3,445      4,820
 Cost of sales             (722)    (1,286)    (2,008)

 Gross profit              653      2,159      2,812

 

4.          Approval

 

The 31 December 2024 interim financial statements were approved by a duly
appointed and authorised committee of the Board of Directors on 12 ( )March
2025.  A copy of this report is available on the Company's website
(www.haydale.com (http://www.haydale.com) ).

 

 

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