REG - Saietta Group PLC - Half-year Report
06/12/2022 07:00
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RNS Number : 6747I Saietta Group PLC 06 December 2022
Tuesday 6 December 2022
Saietta Group Plc
("Saietta", the "Company" or the "Group")
Unaudited Interim Results for the six months ended 30 September 2022
and, Post-period, First Major OEM Contract
Saietta Group Plc (AIM: SED), the multi-national business which designs,
engineers and manufactures complete Light-duty and Heavy-duty e-drive systems
for electric vehicles, today announces its unaudited interim results, covering
the six-month period ended 30 September 2022 (the "Period").
Wicher (Vic) Kist, Chief Executive of Saietta, said:
"Buoyed by the success of our IPO in July 2021 and the subsequent funding
round in August 2022, Saietta has continued to make rapid progress towards
establishing itself as a key provider of electric drivetrain solutions across
a wide range of vehicle platforms.
"We have also progressed our plans to establish high-tech engineering
facilities in Silverstone Park and Sunderland which will facilitate our
progress towards ramping up our UK-based production capacity. Furthermore, in
India, Saietta VNA, a partnership with Padmini VNA, a leading Tier 1
automotive supplier, has today confirmed the signing of development agreements
worth approximately £3.2 million with one of the largest OEMs operating in
India.
"The JCDA signed with ConMet will see Saietta leverage its proven commercial
vehicle electric powertrain engineering capabilities centred in its Heavy-duty
division in the Netherlands. Saietta is working in close partnership with
ConMet, drawing on a deep understanding of the requirements for commercial
vehicles, to deliver a suite of products over the coming years that facilitate
the rapid transition of trucks and buses to electric propulsion.
"Our milestone agreements with key partners across the world and strengthened
balance sheet continue to drive our rapid expansion."
Financial Highlights for the Period
· Group income (including grants) increased to £1.3m (H1 2021:
£1.0m) with the Company focusing its main activities in the first half of the
year on the establishment of the Joint Commercialisation and Development
Agreement with Consolidated MetCo, Inc ("ConMet") (the "JCDA") and launch
readiness in the Indian light duty market
· Gross profit of £0.1m (H1 2021: £0.4m) with a gross margin of
13% (H1 2021: 55%). The lower gross margin reflects the impact of retrofit
revenues in H1 2022
· £0.3m of development costs under the ConMet JCDA incurred in the
Period, of which 50% is recoverable from ConMet, recognised within assets
under joint arrangements rather than as revenue in accordance with accounting
standards and fiscal treatment
· Loss before tax of £10.4m (H1 2021: £5.2m loss) reflects the
fact that the Group is still at the early commercialisation stage for its
products and the loss includes significant share options expense and costs
related to the additional fund raise
· Adjusted EBITDA(1) a loss of £6.3m (H1 2021 £1.1m loss)
· Placing of 17,101,450 shares which raised gross proceeds of
£23.6m
· Net cash at the end of the period of £22.7m
Operational Highlights
· On track to ramp up UK-based and India production leveraging
existing assets that are able to provide for a capacity in excess of 100,000
units p.a., having secured the location for the pilot production plant in
Sunderland and progressed the development of the durability test facility at
Silverstone Park
· Specialised production automation equipment is being built and
will be installed at the Sunderland production facility ahead of a planned Q1
2023 opening
· Interaction with several OEMs has accelerated with the completion
of the Padmini agreement and Pradumna Walimbe's appointment as Managing
Director of Saietta VNA Electric Drive Private Limited ("Saietta VNA"), the
Company's Indian JV
· Certain equipment in Sunderland is being prepared for
redeployment to Saietta VNA to enhance its production capability
· Ongoing R&D continues to enhance the growing range of eDrive
motors, refining the technology for mass production, and expanding the overall
intellectual property ("IP") portfolio - in particular strengthening patent
applications into Asian markets
Post-period end
· On 1 October 2022, a restructuring of the business took place in
which the Performance Units were moved into separate wholly owned subsidiaries
of Saietta Group PLC. These companies are:
- Saietta Light Duty eDrive Limited (S-LDE)
- Saietta Sunderland Plant Limited (S-SP)
- Saietta Europe BV (S-HDE)
- Propel B.V.
- Saietta VNA Electric Drive Private Limited
· On 5 December 2022, Saietta VNA signed its first major contract
with an OEM operating in the light Duty eDrive segment (see separate RNS
announcement issued this morning).
- First in a series of agreements with a global OEM and one of the
largest operating in the Indian light duty market
- The agreements:
o Represent initial development revenue of approximately £3.2m, and
o envisage minimum volumes of 80,000 units across five years from first
production in September 2023
· Also on 5 December 2022, the Group appointed Devyani Vaishampayan
as a Non-Executive Director. Devyani brings a wealth of experience as a
Board member, in particular across all aspects of company organisation and
culture (see separate RNS announcement issued this morning).
Outlook
· Saietta remains dedicated to securing several long-term, high
volume OEM relationships globally and continues to receive a large volume of
sales enquiries from numerous OEMs with regards to potentially material
contracts
· The work with ConMet is progressing at speed, on plan and budget
with concept designs now complete. Parts are currently being ordered for
trials with the project prototypes starting in less than 6 months. The
product concepts have been shared with several US and European truck OEM's and
have received enthusiastic responses. Together with launch partners, the
Company plans to start the first road trials in 2023 to demonstrate that the
ConMet powered by Saietta eDrive solutions work and allow truck and trailer
OEMs to order initial production series
· With momentum from the contracts secured to date and last year's
launch of Propel's marine motors directly into distribution and retail,
management is confident of delivering expected customer orders in line with
its full year expectations which were revised in October. However, the
accounting treatment of ConMet receipts, from revenue to assets under joint
arrangement, will represent a reclassification from income statement to
balance sheet of approximately £3m for the year ended 31 March 2023
For any further enquiries, please contact:
Saietta Group via FTI
Anthony (Tony) Gott, Executive Chairman
Wicher (Vic) Kist, Chief Executive Officer
Steven Harrison, Chief Financial Officer
Canaccord Genuity (Nomad and Broker) 0207 523 8000
Henry Fitzgerald-O'Connor / Patrick Dolaghan
FTI Consulting (Financial PR advisor) Tel: +44 (0) 20 3727 1000
Ben Brewerton / Dhruv Soni saietta@fticonsulting.com
( )
(1)Adjusted EBITDA above is an non-IFRS measure and is calculated as the
Group's earnings before interest, tax, depreciation, amortisation, impairment
and extraordinary items including share-based payment charges, costs related
to Saietta Group Plc's August 2022 subsequent fund-raising, fees in respect of
establishing new staff pension scheme, write-off inventory acquired as part of
Sunderland lease transaction and legal fees in respect of the incorporation of
the equity accounted associated. See note 5 for more details.
About Saietta:
Saietta is an AIM-quoted, multi-national business which designs, engineers and
manufactures Light Duty and Heavy Duty eDrive solutions for electric vehicles
on land from scooters to buses (Vehicle categories L, M, N and T) as well as
marine applications (www.saietta.com (http://www.saietta.com) ).
Saietta has engineered breakthrough electric motor technology including
proprietary AFT (Axial Flux Technology) and RFT (Radial Flux Technology) which
can be combined with in-house power electronics, powertrain controls,
mechanical axles, and transmissions. The designs are unique and modular,
delivering both high and low voltage electric drive solutions. Saietta's
difference lies in its ability to conceive powertrain solutions tailored to
deliver competitive advantage and its turnkey engineering services designed to
fast-track electric vehicle manufacturers from concept to start of production.
To demonstrate the outstanding attributes of the AFT technology the company
also founded its own next-generation marine propulsion division Propel
(www.propel.me (http://www.propel.me) ) which delivers solutions for boating
in the electric era that support the transition to decarbonization and clean
mobility on waterways.
Executive Chairman's Review
The rapid progress since we revealed our range of AFT motors late last year
has been maintained with commercial, product and R&D developments
continuing on all fronts.
The £23.6 million fund raise in August 2022 was a major step in the Group's
continuing development and supports the acceleration of our commercial
progression to mass production of our electric drivetrain solutions for a
range of global market applications.
As anticipated, the financial resources secured through that funding round
have enabled Saietta to accelerate its interaction with a number of OEMs
including the announcement of the JCDA with ConMet. The JCDA will see Saietta
leverage its proven commercial vehicle electric powertrain engineering
capabilities centred in its Heavy Duty eDrive (HDE) division in the
Netherlands. Saietta has also progressed with plans to establish a high-tech
engineering facility at Silverstone Park, UK.
In India, the Company has accelerated the potential of its AFT electric motors
through Saietta VNA, a partnership with Padmini VNA, a leading Tier 1
automotive supplier.
We have demonstrated that Saietta can reduce axial flux electric drivetrain
cost without diminishing performance, which is essential if EVs are to become
more accessible for mass market consumers across a wider range of vehicle
platforms from lightweight to commercial.
Saietta expects to be ready to use its new Sunderland facility before the end
of FY22/23 to scale up the production of its proprietary AFT motors for
multiple applications. Saietta will also locate the in-wheel generator (IWG)
manufacture as part of the ConMet JCDA and a share of its proven e-Axle
commercial vehicle drivetrain technology in Sunderland, creating the potential
for more green-technology manufacturing jobs in the UK.
Outlook
Having successfully raised net proceeds of £22.3m in August 2022, Saietta is
well positioned to drive forward commercial opportunities. Although some
revenue has already been secured in H1, more substantial results are expected
in H2, particularly following the ConMet agreement's initiation in August
2022.
Financial Review
(NB: comparative figures are shown for the comparable period in the previous
financial year unless otherwise stated)
Revenue and expenditure both reflect a concentration of resources on the
ConMet JCDA and negotiations towards OEM opportunities for Saietta VNA in
India in the first half, reflecting a further stage in the business
transitioning from an R&D centre of excellence into a full-service
engineering design company.
Revenues were broadly in line with prior year with commercial activity, as set
out in the operating update of 18 October, pivoting towards long-term, highly
valuable contracts ahead of near-term revenues.
Operational and administrative expenditure exceeded prior year by £5,136,523
(88% increase), reflecting the rapid scale up which followed the IPO itself
and the subsequent funding round in August 2022 alongside the creation of an
associate company in India, collaboration with key global partners and
expansion of headcount in the key areas of production, testing, engineering
design and commercial delivery.
Excluding the impact of share option charges and fundraising costs, the
adjusted EBITDA was a loss of £6,289,568 (491% higher than prior period last
year).
Interim condensed consolidated statement of comprehensive income and total
comprehensive income
Unaudited Unaudited
6 months to 30 September 2022 6 months to 30 September 2021
Notes £ £
Revenue 3 753,517 795,142
Cost of sales (653,231) (358,228)
Gross profit 100,286 436,914
Government grant income 518,640 244,009
Administrative expenses (10,964,337) (5,827,814)
Charge for share options granted 8 (1,910,557) (2,636,001)
Other administrative expenses (9,053,780) (3,191,813)
Operating loss (10,345,411) (5,146,891)
Finance income 9,996 316
Finance expense (138,909) (84,598)
Net increase in financial guarantees (3,507) -
Loss before taxation (10,447,831) (5,231,173)
Taxation 342,610 152,614
Loss for the period (10,135,221) (5,078,559)
Other comprehensive income, net of income tax, to be reclassified to profit
and loss in subsequent periods
Exchange differences on translation of foreign operations
(23,224) (192)
Total comprehensive loss for the period (10,158,445) (5,078,751)
Basic loss per share 4 (11.66) (7.83)
Interim condensed consolidated statements of financial position
Unaudited Unaudited
at 30 September 2022 at 31 March 2022
Notes £ £
Non-current assets
Intangible assets 6 11,600,733 8,365,506
Property, plant and equipment 6,129,670 3,498,541
Right-of-use assets 6,613,960 2,815,049
Investments in equity accounted associates 7 267,784 -
Assets under joint arrangements 7 147,130 -
Other receivables 734,526 734,526
Prepayments and accrued income 84,633 101,825
Total non-current assets 25,578,436 15,515,447
Current assets
Inventories 3,020,825 2,407,043
Trade and other receivables 3,404,211 5,070,139
Prepayments and accrued income 2,397,843 1,237,197
Cash and cash equivalents 22,672,698 18,402,055
Assets/ (liabilities) for financial guarantees 34,345 -
Total current assets 31,529,922 27,179,434
Total assets 57,108,358 42,694,881
Current liabilities
Trade and other payables 3,573,729 6,819,521
Lease liabilities 1,008,791 470,069
Total current liabilities 4,582,520 7,289,590
Non-current liabilities
Provisions 40,073 168,130
Lease liabilities 5,997,195 2,380,537
Liabilities for financial guarantees - 41,833
Total non-current liabilities 6,037,268 2,590,500
Total liabilities 10,619,788 9,880,090
Equity
Share capital 8 113,115 93,550
Share premium 8 56,669,393 34,671,207
Share options reserve 9 14,128,548 12,217,991
Foreign currency translation reserve (147,172) (27,939)
Accumulated losses (24,275,314) (14,140,093)
Total equity 46,488,570 32,814,791
Total equity and liabilities 57,108,358 42,694,881
Interim condensed consolidated statements of changes in equity
Notes Share capital Share premium Share options reserve Translation reserve Accumulated losses Total
£ £ £ £ £ £
Balance at 1 April 2021 51,921 - 7,318,820 (352) (3,457,911) 3,912,478
Comprehensive income for the period
Loss for the period - - - - (5,078,559) (5,078,559)
Exchange differences on translation of foreign operations - - - (192) - (192)
Total comprehensive expense - - - (192) (5,078,559) (5,078,751)
Contributions by owners
Issue of shares 8 32,245 35,145,382 - - - 35,177,627
Share issue costs offset against share premium 8 - (2,868,972) - - - (2,868,972)
Share-based payments 9 - - 3,130,355 - - 3,130,355
Shares issued on exercise of employee share options 8, 9 6,084 58,097 - - - 64,181
Settlement of the convertible loan notes 72,483 72,483
Shares issued on conversion of convertible loan notes 8 3,300 2,336,700 - - - 2,340,000
Balance at 30 September 2021 (unaudited) 93,550 34,671,207 10,449,175 (544) (8,463,987) 36,749,401
Balance at 1 April 2022 93,557 34,671,275 12,217,991 (27,939) (14,140,093) 32,814,791
Comprehensive income for the period
Loss for the period - - - - (10,135,221) (10,135,221)
Exchange differences on translation of foreign operations - - - (119,233) - (119,233)
Total comprehensive expense - - - (119,223) (10,135,221) (10,254,454)
Contributions by owners
Issue of shares 8 18,812 23,581,189 - - - 23,600,001
Share issue costs offset against share premium 8 - (1,590,469) - - - (1,590,469)
Share-based payments 9 - - 1,910,557 - - 1,910,557
Shares issued on exercise of employee share options 8, 9 746 7,398 - - - 8,144
Balance at 30 September 2022 (unaudited) 113,115 56,669,393 14,128,548 (147,172) (24,275,314) 46,488,570
Interim condensed consolidated statements of cash flows
Unaudited Unaudited
6 months to 30 September 2022 6 months to 30 September 2021
Notes £ £
Operating activities
Losses after taxation (10,135,221) (5,078,559)
Adjustments for non-cash items
Taxation - (152,614)
Tax credits received (53,535) -
Interest income (9,996) (316)
Interest expense 138,909 84,598
Share-based payments 9 1,910,557 2,636,001
Amortisation of intangible assets 147,809 18,874
Depreciation of property, plant and equipment 439,778 44,872
Depreciation of right-of-use assets 553,594 53,947
Currency translation differences (218,835) 192
Net decrease in financial liabilities (76,178) -
Loss on disposal of property, plant and equipment 51,595 -
Cash used in operating activities before changes in working capital (7,251,523) (2,393,005)
Change in working capital
Decrease/ (increase) in inventories (442,291) (520,185)
Decrease/ (increase) in receivables (652,837) (860,328)
Increase/ (decrease) in non-interest bearing liabilities (3,232,121) 1,276,465
Increase/ (decrease) in provisions (641,912) -
Net cash flow used in operating activities (12,220,684) (2,497,053)
Investing activities
Purchases of intangible assets 6 (102,776) (355,093)
Capitalised internally generated development costs (3,103,728) (269,155)
Purchase of property, plant and equipment (1,725,614) (802,871)
Interest received 9,996 316
Acquisition of equity accounted investments 7 (267,784) -
Net cash used in investing activities (5,189,906) (1,426,803)
Financing activities
Repayment of borrowings - (176,111)
Repayment of lease liabilities (197,534) (50,141)
Proceeds on issue of shares 8 23,301,676 35,241,809
Share issue costs (1,284,000) (2,507,409)
Interest paid on lease liabilities (136,024) (9,037)
Interest paid (2,885) (3,078)
Net cash flow from financing activities 21,681,233 32,496,033
Net change in cash and cash equivalents 4,270,643 28,572,177
Cash and cash equivalents, beginning of period 18,402,055 2,862,470
Cash and cash equivalents
22,672,698 31,434,647
1. General information
Saietta Group plc is a public limited company, registered in England and
Wales. The address of its registered office is Riverbank, 2 Swan Lane,
London, EC4R 3TT.
The principal activity of the company is the provision of electric drive
solutions including the manufacture of prototype and production electric
motors for vehicles.
2. Basis of preparation and significant accounting policies
The interim condensed consolidated financial statements for the six-month
period ended 30 September 2022 do not include all the information and
disclosures required in the annual consolidated financial statements, and
should be read in conjunction with the Group´s annual consolidated financial
statements as at 31 March 2022. The Group has applied the same accounting
policies and methods of computation in its interim condensed consolidated
financial statements as in its annual consolidated financial statements as at
31 March 2022. The interim condensed consolidated financial statements are not
the statutory accounts of the Group.
The directors are responsible for the preparation of the financial statements
and to give a true and fair view. The interim condensed consolidated financial
statements are prepared on a going concern basis.
The interim condensed consolidated financial statements are presented in pound
sterling and all values are rounded to the pound sterling, except when
otherwise indicated.
Going concern
The condensed interim set of financial statements included in this half-yearly
financial report have been prepared on a going concern basis as the directors
consider that the Group has adequate resources to continue operating for the
foreseeable future.
The Group's business activities, together with the factors likely to affect
its future development, performance and position are set out in the Executive
Chairman's Business Review.
The Group continues to move from a research and development company to
manufacturing and selling AFT 140 and other related products, in particular
through the recent contract with ConMet. The Group closely monitor and
manages its cash. The Group reviews their forecasts regularly and
sensitivities are run for different scenarios including, but not limited to,
delays in production and therefore revenue, receipt of key capital expenditure
and increasing costs. The key risk in the cashflows is the realisation of
revenues from the manufacture and sale of the AFT and from the ConMet
project. If there are significant delays this may lead to the Company
needing to raise further funds in early 2024 either through debt or equity.
Furthermore, these forecasts exclude the capital requirements for additional
production facility scale up that material orders for Saietta VNA, the Group's
Indian JV would create. These conditions represent a material uncertainty
which may cast significant doubt on the Group's ability to continue as a going
concern and therefore its ability to realise its assets and discharge its
liabilities in the normal course of business. Group management are confident
they are progressing well on finalising the production facility and potential
contract negotiations which will lead to reducing the cash flow risk.
Therefore, the directors consider it appropriate to prepare the financial
statements on a going concern basis. The condensed interim financial
statements do not include the adjustments that would result if the Group were
unable to continue as a going concern.
3. Segmental Analysis
Revenue by category and by geography is as follows:
Revenue by category
Unaudited Unaudited
6 months to 30 September 2022 6 months to 30 September 2021
£ £
Light-duty division 492,063 795,142
Heavy-duty division 261,454 -
Marine division - -
Total 753,517 795,142
Revenue for motor sales are recognized at a point in time, whereas the
engineering design services are recognized over time.
Revenue by geography
Unaudited Unaudited
6 months to 30 September 2022 6 months to 30 September 2021
£ £
UK 428,304 570,465
European Union 295,522 -
Rest of World 29,691 224,677
Total 894,233 795,142
Non-current assets by geography
Unaudited Audited
6 months to 30 September 2022 Year ended 31 March 2022
£ £
UK 20,114,787 13,162,815
European Union 5,430,790 2,352,632
Rest of World 32,859 -
Total 25,578,436 15,515,447
4. Loss per share
The calculation of the basic loss per share is based upon the net loss after
tax attributable to ordinary shareholders and weighted average number of
shares in issue for the year.
Unaudited Unaudited
6 months to 30 September 2022 6 months to 30 September 2021
Basic Loss per share (£) (11.66) (7.83)
Loss attributable to equity shareholders (£) (10,158,445) (5,078,751)
Weighted average number of shares in issue 87,115,466 64,875,469
The basic loss per share set out above is based on the average number of
shares in place across the year.
The Company was loss making for all periods presented, therefore the dilutive
effect of share options has not been taken into account in the calculation of
diluted earnings per share, since this would decrease the loss per share for
each reporting period.
5. Alternative Performance Measures ("APM")
In reporting financial information, the Group presents alternative performance
measures ("APMs") that are not defined or specified under the requirements of
IFRS. The Group believes that these APMs, which are not considered to be a
substitute for or superior to IFRS measures, provide stakeholders with
additional helpful information on the performance of the business. The APMs
used within these results are defined below.
Alternative performance measure Definition
Adjusted EBITDA Adjusted EBITDA is defined as the Group's earnings before interest, tax,
depreciation, amortisation, share of profit/loss from equity accounted
investments and extraordinary items including the share-based payment charges,
the gain on bargain purchase, costs related to Saietta Group plc's admission
to the AIM, costs related to the acquisition of e-Traction Europe B.V., legal
fees related to Saietta Group plc's investment in its equity-accounted
associate, professional fees in respect of share options issued pre-Admission,
legal fees in respect of company reorganisations & the write-off of
related party receivables.
The Group uses adjusted EBITDA as an APM to review and measure the underlying
profitability of the Group on an ongoing basis for comparability as it
recognises that increased capital expenditure year on year will lead to a
corresponding increase in depreciation and amortisation expense recognised
within the consolidated income statement.
Reconciliations between these alternative performance measures and statutory
reported measures are shown below,
Unaudited Unaudited
6 months to 30 September 2022 6 months to 30 September 2021
£ £
Adjusted EBITDA (6,289,568) (1,063,793)
Depreciation and amortization (1,167,687) (117,693)
Finance income 9,996 316
Finance expense (138,909) (84,598)
Share-based payment charges (1,910,557) (2,636,001)
M&A support fees (99,482) -
Costs related to Saietta Group plc's admission to the AIM - (1,176,790)
Costs related to the issue of shares
(513,125) -
Costs related to the acquisition of e-Traction Europe B.V. (39,932) -
Costs related to the co-operation with Padmini VNA (59,925) -
IPO-dependent staff expenses (61,165) -
Net increase in financial liabilities (3,507) -
Fees in respect of employee pension scheme set-up (70,000) -
Write-off of spare parts acquired as part of Sunderland transaction
(133,970) -
Loss before taxation (10,477,831) (5,078,559)
Taxation 342,610 -
Loss for the period (10,135,221) (5,078,559)
6. Intangible fixed assets
Patents and licenses Development costs
Software Total
£ £ £ £
COST
At 1 April 2022 (audited) 456,349 7,793,871 266,497 8,516,717
Additions 307,905 2,809,468 3,677 3,121,050
Currency translation differences 265,756 1,931 267,588
-
At 30 September 2022 (unaudited) 764,254 10,868,996 272,105 11,905,355
ACCUMULATED AMORTISATION
At 1 April 2022 (audited) 51,720 11,900 87,591 151,211
Additions 26,934 95,027 25,848 147,809
Currency translation differences - 4,925 6,77 5,602
At 30 September 2022 (unaudited) 78,654 111,852 114,116 304,622
Net book value at 30 September 2022 (unaudited) 685,600 10,757,594 157,989 11,600,702
Net book value at 31 March 2022 (audited) 404,629 7,781,971 178,906 8,365,506
7. Investment in equity accounted associates and assets held under
joint arrangements
Associates
Total
£
Balance at 1 April 2021 and 30 September 2021 (unaudited) -
Additions -
Balance at 31 March 2022 (audited) -
Additions during the period 267,784
Balance at 30 September 2022 (unaudited) 267,784
Details of the Group's material associate as at 31 March 2022 are as follows:
Name of investment Proportion of voting rights Principal place of business and country of incorporation Principal activity Registered office addresss
Padmini Electric Drive Padmini Limited 49.0% India Motor manufacturing 5 Padmini Enclave, Hauz Khas, New Delhi, Delhi, 110016, India
On 19 September 2022, the Group acquired 49.0% of the Ordinary Share Capital
of Padmini Electric Drive Private Limited for consideration of £267,784.
Padmini Electric Drive Private Limited is a limited liability company whose
legal form confirms separation between the parties to the joint arrangement.
There is no contractual arrangement or any other facts or circumstances that
indicate that the parties to the joint control of the arrangement have rights
to the assets or obligations for the liabilities relating to the arrangement.
Accordingly, Padmini Electric Drive Private Limited is classified as an
associate. Padmini Electric Drive Private Limited is not publicly listed. The
associate is accounted for using the equity method and is a private company
and there are no quoted market prices available for its shares.
The following tables sets out the summarised financial information of the
Group's individually material associate, Padmini Electric Drive Private
Limited, after adjusting for material differences in accounting policies:
Period ended 30 September 2022 (Unaudited) Period ended 30 September 2021 (Unaudited)
Current assets 546,498 -
Net assets of material associate 546,498 -
A reconciliation of the summarised financial information to the carrying
amount of the Group's material associate recognised in the consolidated
balance sheet is given below:
Period ended 30 September 2022 (Unaudited) Period ended 30 September 2021 (Unaudited)
Net assets of material associate 546,498 -
Share of net assets of material associate and
carrying value of the Group's material associate 267,784 -
On 19 September 2022 Padmini Electric Drive
Private Limited changed its company name to Saietta VNA Electric Drive Private
Limited.
Assets held under joint arrangements
Total
£
Balance at 31 March 2022 (audited) -
Additions during the period 294,260
Joint arrangement partner share (147,130)
Balance at 30 September 2022 (unaudited) 147,130
On 3(rd) August 2022 the Group entered into an agreement with Consolidated
Metco Inc. ("ConMet") whereby both entities would contribute towards the
development of intangible assets that would enable both entities to launch new
products into the Heavy Duty eDrive market. The agreement constitutes a
joint arrangement and accordingly the development expenditure less the share
owned by ConMet is recognized as an asset held under joint arrangements.
8. Share capital and share premium
Allotted, issued and fully paid:
Unaudited Audited
Number of shares Class Nominal value 6 months to 30 September 2022 Year ended 30 March 2022
£ £
102,832,147 Ordinary £0.0011 113,115
85,051,953 Ordinary £0.0011 93,557
Number of shares Share capital Share premium Total
£ £ £
Balance at 1 April 2021 (unaudited) 519,205,742 51,921 - 51,921
Consolidation of shares (472,005,220) - - -
Issue of shares 29,314,690 32,245 35,145,382 35,177,627
AIM listing costs offset against share premium - - (2,868,972) (2,868,972)
Shares issued on exercise of employee share options 5,530,491 6,084 58,097 64,181
Shares issued on conversion of convertible loan notes 3,000,000 3,300 2,336,700 2,340,000
Balance at 30 September 2021 (unaudited) 85,045,703 93,550 34,671,207 34,764,757
Shares issued on exercise of employee share options 6,250 7 68 75
Balance at 31 March 2022 (audited) 85,051,953 93,557 34,671,275 34,764,832
Issue of shares 17,101,450 18,812 23,581,189 23,600,001
Share issue costs offset against share premium - - (1,590,469) (1,590,469)
Shares issued on exercise of employee share options 678,744 746 7,398 8,144
Balance at 30 September 2022 (unaudited) 102,832,147 113,115 56,669,393 56,782,508
On 3 August 2022, the Group raised net proceeds of £22,316,001, after broker
fees and other expenses of £1,284,000, through the placing of 17,101,450 new
Ordinary Shares of £0.0011 each in the capital of the Company (the "Placing
Shares") with new and existing investors at a price of £1.38 per share. An
amount equal to the nominal value of the Placing Shares was credited to share
capital, with the proceeds raised in excess of this nominal value being
credited to share premium.
The Placing Shares rank pari passu with the Company's existing Ordinary
shares.
During the period, 678,744 share options which had vested pursuant to the
terms of their issue were exercised by option holders at a strike price of
£0.012 resulting in the issue of 678,744 new Ordinary shares ("New Ordinary
Shares") with a nominal value of £0.011p. As a result, £747 was credited to
share capital and the amount received in excess of the nominal value, £7,398,
was credited to share premium.
The New Ordinary Shares rank pari passu with the Company's existing ordinary
shares.
9. Share-based payments
Common share options
Options have been granted to shareholders, directors and employees to purchase
common shares. These options generally vest over a period of up to four
years from grant date and are exercisable in the event of a listing.
Details of the common option plans are as follows:
For the six months ended 30 September 2022
Number Weighted average exercise price
# £
Outstanding at 1 April 2021 (unaudited) 10,826,072 0.012
Granted 8,577,394 0.012
Lapsed (586,370) 0.012
Vested (9,919,457) 0.012
Outstanding at 30 September 2021 (unaudited) 8,897,639 0.012
Granted - 0.012
Lapsed (30,000) 0.012
Vested (2,634,366) 0.012
Outstanding at 31 March 2022 (audited) 6,233,273 0.012
Granted 3,775,000 0.012
Lapsed (30,000) 0.012
Vested (1,343,130) 0.012
Outstanding at 30 September 2022 (unaudited) 8,635,143 0.012
The fair value of each option granted was estimated on the grant date using
the Black-Scholes and where appropriate Monte Carlo simulation option-pricing
model with the following average assumptions:
For the six months ended 30 September 2021 For the year ended 31 March 2022 For the six months ended 30 September 2022
Exercise price at grant date £0.012 £0.01 £0.012
Expected life (in years) 2 3 2
Risk-free interest rate 0.58% 0.58% 1.39%
Expected volatility 87.05% 87.05% 71.66%
Weighted average share price 92.48 pence 92.56 pence 152.99 pence
The expected volatility is based on the historic volatility (based on the
share price) of the company and comparator companies with publicly available
share prices.
The risk-free interest rate is based on the average return on 2-year UK Gilts.
Unaudited Unaudited Audited
For the six months ended 30 September 2022 For the six months ended 30 September 2021 Year ended 31 March 2022
£ £ £
Cost of options vesting in the period 1,910,557 3,130,355 4,899,171
-ENDS-
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