REG - Versarien PLC - Audited Results for year ended 30 September 2024
27/03/2025 07:15
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250327:nRSa3882Ca&default-theme=true
RNS Number : 3882C Versarien PLC 27 March 2025
27 March 2025
Versarien Plc
("Versarien", the "Company" or the "Group")
Audited Results for year ended 30 September 2024
Versarien Plc (AIM: VRS), the advanced engineering materials group, announces
its audited results for the year ended 30 September 2024.
The Annual Report including the Notice of Annual General Meeting ("AGM") is
now available on the Company's website at www.versarien.com
(http://www.versarien.com/) and is being posted to shareholders. The AGM
is being held on 28 April 2025 at 10.30 am in the offices of FieldFisher LLP
at Riverbank House, 2 Swan Lane, London, EC4R 3TT.
Continuing Operations Financial Highlights
• Group revenues of £2.4 million (2023: £3.0 million)*
• Graphene revenues of £0.4 million (2023: £0.2 million)
• Adjusted LBITDA** of £1.7 million (2023: £3.0 million)
• Loss before tax of £4.3 million (2023: £14.1 million)
• Loss for the year of £4.3 million (2023: £14.2 million)
• Cash of £0.1 million at 30 September 2024 (2023: £0.6 million)
• £2.0 million (2023: £3.4 million) gross raised via equity placings during
the financial year
* Excludes discontinued revenues of £2.6 million (2023: £2.5 million)
** Adjusted LBITDA (Loss Before Interest, Tax, Depreciation and Amortisation
and excludes Exceptional items and Share-based payment charges)
Partnerships/Commercialisation Highlights
Construction
· Cementene™ is currently being tested with several large ready-mix and
pre-cast concrete companies in the UK and Brazil. These trials aim to further
refine the formulation and explore its potential for large-scale adoption.
· Following previous successful trials with Banagher Precast Concrete,
demonstrating a concrete mix with 21% reduction in cement content and
maintaining the strength and durability of the mix, a traffic wall
incorporating this mix was placed in a real operational environment, with
periodic testing planned over 36 months to monitor long-term durability.
3D Construction Printing (3DCP)
· Contract to support the construction of the first UK 3D printed homes with
Building for Humanity CIC.
· Delivered the "Physical & Mechanical Properties of 3D Printed Concrete"
project to Office for Product Safety and Standards (OPSS).
· Through a partnership with AccXel, the UK's first industry-led construction
school, the first apprentice has been onboarded, supporting the next
generation of 3DCP professionals.
Energy
· Secured strategic contract with CBMM Technology Suisse SA, part of Brazil
mining giant CBMM, to explore niobium-based GnanoCaps. This opens new business
opportunities in applications demanding clean devices, such as offshore wind
farms, maritime applications (ports), and as a safer alternative to
explosion-risk technologies like Li-ion batteries.
Electronics
· Secured a distribution agreement for graphene biosensors with A Barristor
Company and MCK Tech (South Korea), paving the way for expanded
commercialisation in the healthcare sector.
Technology Licensing
· Completed an agreement with MCK Tech (Korea) for the exclusive licence of five
CVD graphene patents.
· Completed a know-how and manufacturing licence agreement with Montana Quimica
LTDA, a Brazilian multinational focussed on the production of paints and wood
finishing products. In November 2024, Montana launched their advanced
materials business unit SOMA.
Grant Funding Highlights
· iCARE: Successfully passed the 18 month EC review of the 4-year long iCARE
(Integrated Assessment and Advanced Characterisation of Neuro-Nanotoxicity)
project (Horizon Europe) studying graphene in different use cases including
graphene enhanced concretes and elastomers. Total grant value of £96,000.
· BIOGUARD: Cambridge Graphene was awarded an INN-PRESSME project to develop
eco-friendly conductive inks for printed near-field communication (NFC)
applications, commonly used for anti-counterfeit technology. The goal was to
print on recyclable or biodegradable paper-based substrates, offering an
alternative to plastic substrates with metallic antennas.
· INNOVA: Following the award of a €415,000 grant by ICEX Trade and
Investment, Gnanomat designed, optimised and validated eco-friendly conductive
inks for flexible, printed electronics. This funding supported the acquisition
of a new pilot plant for manufacturing these functional inks.
Corporate Highlights
· Sold AAC Cyroma Ltd. for £550,000 payable in 16 equal quarterly instalments,
with Versarien retaining a charge over the assets to secure the outstanding
balance.
· Completed (post-period end) the sale of CVD graphene plant and equipment to
MCK Tech Co. Ltd. for £611,000 including interest payment, after a £6,000
warranty deduction.
· Increased shareholding in Gnanomat from 62% to 90%.
Post Period Highlights
· Secured €804,000 grant from the Madrid government to continue developing
GnanoCaps technology.
· Entered into a commercially funded project with Balfour Beatty Plc's Highways
business to co-develop a range of UK supplied, low-carbon, graphene-infused 3D
printable mortars designed for civil construction.
· Commissioned the Group's own concrete and mortar specimen testing equipment.
This investment is accelerating the development of Cementene™ and supporting
rigorous quality control for Versarien's 3DCP products.
· Industry Challenge Owner with Digital Catapult through The High Growth AI
Accelerator for Innovate UK BridgeAI as part of the Construction Innovation
Programme.
· Stephen Hodge, CEO, appointed as a member of the Royce 2D Materials Steering
Group.
Current Financial Position
As at 25 March 2025 the Group has a current bank balance of £0.90 million and
headroom on its invoice discounting facilities of £0.05 million totalling
£0.95 million, which includes £0.6 million relating to specific grant
funding to be used over the next 2 years. If no further external financing is
received, with the free cash available of £0.35 million the Group will cease
to be able to pay its liabilities as they fall due by mid-May 2025.
The Board is currently in advanced discussions with a third party with a view
to raising equity funding of £0.5 million before mid-May 2025 at a premium to
the current share price, which if completed, will equate to approximately 15%
of the Company's enlarged share capital. In the General Meeting held on 24
March 2025, shareholders approved resolutions to give the Directors the
authority to allot 2.99 billion shares without pre-emption-rights. If the
anticipated investment does not complete, then the Board will seek to use the
granted authority to issue new shares to raise further equity capital in order
to ensure that the Company has sufficient working capital to carry on its
business.
Dr Stephen Hodge, CEO of Versarien, commented:
"I am confident that our strategic direction, combined with our focus on
commercialising intellectual property and securing strong partnerships, will
help us navigate challenges and deliver robust growth. Our diverse portfolio
of technologies is setting the stage for continued success, and we look
forward to reporting further progress through 2025."
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.
For further information please contact:
Versarien c/o IFC
Stephen Hodge, Chief Executive Officer
Chris Leigh, Chief Financial Officer
SP Angel Corporate Finance (Nominated Adviser and Broker) +44 (0)20 3470 0470
Matthew Johnson, Adam Cowl
IFC Advisory Limited (Financial PR and Investor Relations) +44 (0)20 3934 6630
Tim Metcalfe, Zach Cohen
Notes to Editors:
The strategy of Versarien plc (AIM:VRS) is to be a development led advanced
materials company focussed on specific sectors that will lead to a
manufacturing-light and licensing model.
For further information please see: http://www.versarien.com
(http://www.versarien.com)
NON-EXECUTIVE CHAIR'S STATEMENT
The last 12 months have continued to see Versarien progress as we continue to
focus on a cost-effective path to commercial success and financial viability.
We have made progress with our asset sales having sold the Korean plant for
£604,000 and have to date received all the monies plus interest due. AAC
Cyroma Ltd has been sold for £550,000 payable in 16 quarterly instalments of
£34,000 the first of which has been received. The remaining asset sale is
that of Total Carbide Ltd which we still continue to market.
Our strategy continues to be that of a development led advanced materials
company focused on specific sectors that will lead to a manufacturing-light
and licensing model and it is pleasing to report that our pipeline of
opportunities continues to grow. It is particularly pleasing that Gnanomat,
our Spanish subsidiary received a grant, paid in advance of £663,000 post
period end to finance a project relating to next generation energy storage
devices based on Gnanomat's advanced materials technology.
Whilst the Group still remains loss making at present it has made significant
progress in reducing its losses with LBITDAE on continuing operations over the
last 12 months decreasing from £3 million in the 2023 financial year, to
£1.7 million in the year under review. Repayment of the IUK loan of £5
million was due to commence in 2025 and it is pleasing to note that agreement
has been reached with Innovate UK to defer capital repayments until August
2026.
Overall, it is pleasing to see the progress the Group has made under the
leadership of the Chief Executive Officer, Dr. Steve Hodge and we have reached
an appropriate point in time to reflect upon the composition of the Board and
plan for the future, albeit that there are still some immediate financial
challenges to overcome. With this in mind we are now looking at how the Board
might be strengthened to support Steve as we move forwards under our
manufacturing-light and licensing business model.
I am grateful for the support we continue to receive from both new and
existing shareholders and to all our staff as we continue to transition the
business into an IP led licensing model and we look forward to updating the
market on future developments in due course.
Diane Savory OBE
Non-executive Chair
CHIEF EXECUTIVE OFFICER'S REVIEW
The past year has been a transformative one for Versarien, as we have
continued aligning our operations with a more streamlined,
manufacturing-light, and licensing-driven model. While graphene remains the
cornerstone of our innovation, we're proud to utilise the full spectrum of
advanced material properties to optimise product performance for our clients
across a range of industries. Our strategic restructuring efforts have
significantly reduced operating costs, allowing us to channel resources into
our core advanced materials businesses. By focusing on high-potential sectors
and divesting non-core operations, we are building a stronger foundation for
sustainable growth and commercial success.
OPERATIONS
Divesting our mature businesses has been a key part of our strategy. After
exploring the possibility of selling AAC Cyroma and Total Carbide together, we
found that their distinct operations and customer bases made a joint sale
impractical. After a lengthy process, on 30 September 2024, we announced the
sale of AAC Cyroma. Discussions regarding the sale of Total Carbide are
ongoing and we remain committed to finding the right buyer.
As part of our transition to a licensing-focused model, we entered into an
agreement in March 2024 to sell our CVD graphene plant and equipment to MCK
Tech Co. Ltd., concluded in February 2025. This deal includes a five year
exclusive licensing agreement for five of our patents, underscoring our
ability to monetise our innovations while continuing to collaborate with
industry leaders.
AREAS OF FOCUS
Previously, Versarien was a member of the European Commission's Graphene
Flagship project. Recently, with the implementation of the EC strategy on
"Advanced Materials for Industrial Leadership", a new Europe-wide Research and
Innovation ecosystem has emerged known as the Innovative Advanced Materials
Initiative ("IAM-I"). The hope is that IAM-I will significantly accelerate the
time-to-market of sustainable innovative advanced materials and associated
technologies designed for a digital circular economy.
As a Full Member of the initiative, Versarien attended the 1st General
Assembly, in which IAM-I's governing bodies (Executive Board and Association
Delegation) were constituted on 31 January 2025. IAM-I's Strategic Research
& Innovation Agenda (SRIA) outlined four priority areas for research and
innovation that included Construction, Energy, Mobility and Electronics. As a
company, Versarien is already aligned with these areas and I believe
continuing to do so will put us in a good position in the coming years.
In the UK, it has been great to see the Henry Royce Institute for Advanced
Materials (Royce) launching the National Materials Innovation Strategy in
January 2025, outlining materials innovation priorities through six
"Opportunity Themes" which will deliver high-impact innovation into the UK
economy:
1. Energy Solutions,
2. Future Healthcare,
3. Structural Innovations,
4. Advanced Surface Technologies,
5. Next-Generation Electronics, Telecommunications & Sensors and,
6. Consumer Products, Packaging & Specialist Polymers.
Similarly, Versarien is pursuing opportunities and developments in a number of
these areas, with the goal to be at the forefront and support the UK achieve
its innovation and decarbonisation ambitions.
Leading on from this, I have been honoured to have been appointed as a member
of the Royce 2D Materials Steering Group. The steering group will meet 2-3
times a year to discuss national priorities for 2D materials research and to
assist the Royce Institute in developing strategies for advancing this field.
More information about IAM-I can be found here: https://www.iam-i.eu/
(https://www.iam-i.eu/)
More information about the National Materials Innovation Strategy can be found
here: https://www.royce.ac.uk/collaborate/innovationstrategy/
(https://www.royce.ac.uk/collaborate/innovationstrategy/)
SECTORS
Construction
Cement production accounts for a staggering 8% of global CO2 emissions, making
it one of the most significant contributors to climate change. At Versarien,
we are tackling this challenge head-on by developing innovative graphene based
admixtures, to enable the production of low-carbon concrete. Cementene™, a
family of water-based admixtures containing graphene, has demonstrated
improvements across a range of concrete mix designs.
Versarien continues to lead the way in modern methods of construction (MMC),
with our ambition to fully integrate 3D Construction Printing (3DCP) with
graphene-enhanced materials to deliver sustainable, efficient, and innovative
solutions.
Our recently announced 3DCP projects and partnerships underscore our
commitment to transforming the construction industry. We are proud to support
Building for Humanity CIC in delivering the UK's first social housing project
of its kind using 3DCP. This project represents a groundbreaking application
of 3DCP technology, with significant implications for the future of affordable
and sustainable housing in the UK.
Working with Balfour Beatty's Highways business we are assessing performance,
durability, and cost-effectiveness of 3DCP compared to traditional
construction. This collaboration is setting the stage for a future technology
showcase in 2025, emphasising the scalability and potential of
graphene-enhanced 3DCP materials. We are actively engaging with regulators and
fostering talent to ensure 3DCP's successful adoption in the UK.
Following the July 2024 fundraise, we have made significant investment in
concrete and mortar testing capabilities. The new testing equipment,
commissioned in January 2025 will improve our know-how and confidence in
pushing towards Cementene(TM) product approval as a chemical admixture in
concrete and for quality control of our 3DCP products.
It was great to see our 3DCP Lead Operative, Aneta, shortlisted for the Women
in Construction 2024 "On The Tools" Award, recognising her contributions to
the field. Through a partnership with AccXel, the UK's first industry-led
construction school, we've onboarded our first apprentice, supporting the next
generation of 3DCP professionals.
By integrating advanced materials, regulatory expertise, and cutting-edge
technologies, Versarien is paving the way for graphene and 3DCP to
revolutionise the UK's construction industry.
Energy & Mobility
In the past year, Gnanomat has achieved remarkable milestones, underscoring
its leadership in nanomaterial innovation. One of the standout accomplishments
was the successful development of GnanoCaps - advanced energy storage devices
leveraging Gnanomat's cutting edge technology.
These devices, based on sustainable, high-performance nanomaterials, promise
superior energy efficiency and longer lifecycles, positioning Gnanomat at the
forefront of next-generation energy solutions.
On the commercialisation front, Gnanomat secured a strategic contract with
Brazilian mining giant CBMM that could accelerate the adoption of GnanoCaps in
key regions. With the recent awarding of an €804,000 grant awarded by the
Madrid government, we're positioning ourselves as leaders in safe, sustainable
energy storage.
Electronics
Versarien is making significant strides in the electronics sector, utilising
advanced materials like graphene to create multifunctional products that push
the boundaries of innovation. Our Graphinks™ are high-performance inks and
dispersions made from graphene and related materials (GRM), offering a range
of benefits.
The demand for Graphinks™ continues to grow, particularly in the development
of prototype electronic devices such as wearable heaters using PET and
Dupont™ Intexar™ substrates. Our efforts to develop eco-friendly
conductive inks, as seen in Cambridge Graphene's BIOGUARD and Gnanomat's
INNOVA projects, are gaining momentum.
Gnanomat expanded its product portfolio with the launch of a new business line
focused on conductive inks that offer significant advantages and expand
possible applications in printed electronics.
Our ongoing collaboration with MCK Tech plays a key role in the development of
innovative electronic devices and products. We recently secured a distribution
agreement for graphene biosensors developed in South Korea by A Barristor
Company that will utilise CVD grown graphene that is produced under a
Versarien licence by MCK Tech. This partnership further strengthens our
position in the growing sensor market with graphene-based sensors expected to
play an increasing role in healthcare, environmental monitoring, and other
critical applications.
CURRENT TRADING AND OUTLOOK
We continue to make substantial progress across our core sectors, driven by
our strategic focus on advanced materials. Our innovative technologies,
combined with disciplined cost management and operational efficiency, have
positioned us for sustained growth. Based on our current forecast, we
anticipate the Group reaching break even at the EBITDA level towards the end
of the current financial year.
We are excited about the opportunities ahead, particularly with Cementene™
in construction, GnanoCaps in energy storage, and the growing adoption of
Graphinks™ and CVD graphene-based sensors in electronics. Our ability to
innovate and leverage our expertise in advanced materials fuels our optimism
for the future.
Focused on nurturing talent, expanding product offerings, and strengthening
partnerships with global leaders, our shift to a manufacturing-light model
ensures continued growth and innovation.
As mentioned in the Chair's statement, I am looking at how we might strengthen
the Board with non-executive directors with particular sector experience.
I am confident that our strategic direction, combined with our focus on
commercialising intellectual property and securing strong partnerships, will
help us navigate challenges and deliver robust growth. Our diverse portfolio
of technologies is setting the stage for continued success, and we look
forward to reporting further progress through 2025.
Dr Stephen Hodge
Chief Executive Officer
CHIEF FINANCIAL OFFICER'S REVIEW
AAC Cyroma Ltd was sold during the period and consequently these results are
split between continuing and discontinued operations.
Group results
Revenues from continuing operations were £2.42 million (2023: £2.98
million). Revenue from the technology business was £0.38 million (2023:
£0.24 million). The loss from operations was £3.83 million (2023: £13.61
million).
The adjusted LBITDA for continuing operations was £1.75 million compared to
£3.03 million for the prior year and is shown in the table below. Adjusted
LBITDA (which is not a GAAP measure and is not intended as a substitute for
GAAP measures and may not be the same as that used by other companies) is a
measure used by management to reflect the core operating performance of the
underlying businesses rather than the effects of non-core financial and
non-cash expenses. The adjustments to the loss from operations as disclosed in
the Group Statement of Comprehensive Income relate to depreciation and
amortisation, share based payment charges and exceptional items.
Exceptional items of £0.84 million in the year (2023: £8.77 million) relate
to net gains from the sale of AAC Cyroma Ltd of £0.35 million, restructuring
costs of £0.30 million and asset impairment provisions at Total Carbide Ltd
of £0.89 million. In the prior year the exceptional charge related to an
impairment review of goodwill, impairment of development costs and tangible
assets as a result of the delay in market traction, the Company's market
capitalisation and also to align with the turnaround strategy.
Year to September 2024 Year to September 2023
Continuing operations Discontinued operations Total Continuing operations Discontinued operations Total
Adjusted LBITDA £'000 £'000 £'000 £'000 £'000 £'000
(Loss) from operations (3,833) (94) (3,927) (13,609) (107) (13,716)
Depreciation and Amortisation 1,094 67 1,161 1,286 124 1,410
Share based payments 147 - 147 530 - 530
Exceptional items 843 - 843 8,765 - 8,765
Adjusted LBITDA (1,749) (27) (1,776) (3,028) 17 (3,011)
The reported loss before tax for continuing operations was £4.30 million
(2023: £14.12 million). Group net assets at 30 September 2024 were negative
£1.16 million (30 September 2023: £1.08 million) with cash at the period end
of £0.15 million (30 September 2023: £0.6 million).
Net cash used in operating activities was £1.72 million (2023: £2.74
million). Net investment in development costs and equipment was £0.1 million
(2023: £0.34 million) and net principal lease payments were £0.46 million
(2023: £0.81 million) giving total cash outflows of £2.28 million (2023:
£3.89 million). These activities were financed by net funds received from,
the issue of shares £1.91 million (2023: £3.13 million) less net loans
repaid of £0.05 million (2023: £0.1 million net loans repaid) and proceeds
from the disposal of assets held for sale £0.3 million (2023: £nil)
totalling £2.16 million (2023: £3.03 million).
The deficit of £0.12 million (2023: £0.86 million deficit) together with a
decrease on drawings on the invoice finance facilities of £0.33 million
(2023: £0.1 million increase) thus reduced cash at the period-end by £0.45
million (2023: £0.76 million).
Repayment of our Innovate UK loan of £5 million has been rescheduled to
commence in August 2026, and any associated covenants rescheduled.
Funding
Settlement of the sale of the Korean plant and machinery has been ongoing and
full payment made post year-end. AAC Cyroma Ltd has been sold for £550,000
deferred consideration payable in 16 equal instalments commencing December
2024. We continue to market Total Carbide Ltd.
The Group continues to apply for grant funding to support its development
expenditure and grants received can vary from a 70% to 100% contribution of
project costs. Post year end, Gnanomat received an up-front grant of
€804,000 (approximately £663,000) to finance a project relating to next
generation energy storage devices based on Gnanomat's advanced materials
technology. This is expected to support its operations for 24 months.
The Group is not taking on any new debt facilities and is pleased to report
that Innovate UK has agreed to reschedule capital and deferred interest
repayments to August 2026.
In the General Meeting held on 24 March 2025, Shareholders approved
resolutions to give the Directors' authority to allot 2.99 billion shares
without pre-emption-rights.
Going concern
The financial statements have been prepared on a going concern basis and are
subject to the matters described in note 1.
Chris Leigh
Chief Financial Officer
Group statement of comprehensive income
For the year ended 30 September 2024
Note Year ended Year ended
30 September 30 September
2024 2023
£'000 £'000
Continuing operations
Revenue 2 2,424 2,983
Cost of sales (1,730) (2,362)
Gross profit 694 621
Other operating income 380 138
Operating expenses (including exceptional items) (4,907) (14,368)
Loss from operations before exceptional items (2,990) (4,844)
Exceptional items 3 (843) (8,765)
Loss from operations (3,833) (13,609)
Finance costs (472) (526)
Finance income 10 16
Loss before income tax (4,295) (14,119)
Income tax 4 133 86
Loss from continuing operations (4,162) (14,033)
(Loss)/Profit from discontinued operations 2 (131) (146)
Loss for the period (4,293) (14,179)
Loss attributable to:
Owners of the parent company (4,121) (13,525)
Non-controlling interest (172) (654)
(4,293) (14,179)
Loss per share attributable to the equity holders of the Company:
Basic and diluted loss per share 5 (0.33)p (5.49)p
There is no other comprehensive income for the period
Group statement of financial position
As at 30 September 2024
30 September 30 September
2024 2023
Note £'000 £'000
Assets
Non-current assets
Intangible assets 6 2,300 2,763
Property, plant and equipment 7 1,627 3,443
Trade and other receivables 347 36
4,274 6,242
Current assets
Inventory 938 1,528
Trade and other receivables 1,281 1,409
Assets held for sale - 604
Cash and cash equivalents 145 596
2,364 4,137
Total assets 6,638 10,379
Equity
Called up share capital (Ordinary shares) 8 233 3,308
Called up share capital (Deferred shares) 8 3,424 -
Share premium account 8 38,284 36,724
Merger reserve 1,017 1,256
Share-based payment reserve 5,436 5,289
Accumulated losses (47,570) (43,382)
Equity attributable to owners of the parent company 824 3,195
Non-controlling interest (1,981) (2,115)
Total equity (1,157) 1,080
Liabilities
Non-current liabilities
Trade and other payables 637 501
Deferred tax liabilities 6 6
Innovate Loan 4,500 5,000
Long-term borrowings 475 995
5,618 6,502
Current liabilities
Trade and other payables 1,167 1,479
Innovate Loan 500 -
Invoice discounting advances 112 762
Current portion of long-term borrowings 398 556
2,177 2,797
Total liabilities 7,795 9,299
Total equity and liabilities 6,638 10,379
Group statement of changes in equity
For the year ended 30 September 2024
Share capital Share premium account Merger reserve Share-based payment reserve Accumulated losses Non-controlling interest Total equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000
At 30 September 2022 1,941 34,961 1,256 4,759 (29,694) (1,624) 11,599
Re-allocation of minority interest - - - - (163) 163 -
Issue of shares 1,367 1,763 - - - - 3,130
Loss for the year - - - - (13,525) (654) (14,179)
Share-based payments - - - 530 - - 530
At 30 September 2023 3,308 36,724 1,256 5,289 (43,382) (2,115) 1,080
Re-allocation of minority interest - - - - (306) 306 -
Issue of shares 349 1,560 - - - - 1,909
Transfer of reserves for sale of AAC - - (239) - 239 - -
Loss for the year - - - - (4,121) (172) (4,293)
Share-based payments - - - 147 - - 147
At 30 September 2024 3,657 38,284 1,017 5,436 (47,570) (1,981) (1,157)
Statement of Group cash flows
For the year ended 30 September 2024
Year ended Year ended
30 September 30 September
2024 2023
£'000 £'000
Cash flows from operating activities
Cash used in operations (1,402) (2,377)
Interest paid (314) (364)
Net cash used in operating activities (1,716) (2,741)
Cash flows from investing activities
Purchase of intangible assets (70) (149)
Purchase of property, plant and equipment (31) (187)
Proceeds of disposal of assets held for sale 302 -
Net cash outflow from discontinued operations (3) -
Net cash used in investing activities 198 (336)
Cash flows from financing activities
Share issue 2,020 3,351
Share issue costs (110) (221)
Payment of CBILS (53) (99)
Principal payment of leases under IFRS 16 (459) (811)
Invoice discounting loan (repayments)/proceeds (331) 102
Net cash generated from financing activities 1,067 2,322
(Decrease)/increase in cash and cash equivalents (451) (755)
Cash and cash equivalents at beginning of period 596 1,351
Cash and cash equivalents at end of period 145 596
Note to the statement of Group cash flows
For the year ended 30 September 2024
Year ended Year ended
30 September 30 September
2024 2023
£'000 £'000
Loss before tax (including discontinued operations) (4,293) (14,179)
Adjustments for:
Share-based payments 147 530
Depreciation 682 1,108
Amortisation 480 302
Disposal of tangible assets - 181
(Profit)/loss on disposal of discontinued operations (353) -
Impairment of tangible assets 888 861
Impairment of intangible assets 53 7,720
Finance cost/(income) 499 549
Decrease/(increase) in trade and other receivables and investments (56) 771
(Increase)/decrease in inventories 290 603
(Decrease)/increase in trade and other payables 261 (823)
Cash flows from operating activities (1,402) (2,377)
Notes to the final results
For the year ended 30 September 2024
1. Basis of preparation
The consolidated financial statements consolidate the results of the Company
and its subsidiaries (together referred to as the "Group"). The Group
financial statements have been prepared in accordance with UK-adopted
international accounting standards in conformity with the requirements of the
Companies Act 2006.
The financial statements have been prepared on a going concern basis under the
historical cost convention, unless otherwise stated. The Group financial
statements are prepared in Pounds Sterling, rounded to the nearest thousand,
unless otherwise indicated.
The preparation of financial statements in accordance with UK-adopted
international accounting standards requires management to make judgements,
estimates and assumptions that affect the application of policies and reported
amounts in the financial statements.
Going concern
The Company's going concern assessment has been performed as part of the
Group's going concern assessment. As at 30 September 2024, the Group had net
liabilities of £1.2 million. As at 25 March 2025 the Group has a current bank
balance of £0.90 million and headroom on its invoice discounting facilities
of £0.05 million totalling £0.95 million, which includes £0.6 million
relating to specific grant funding to be used over the next 2 years. If no
further external financing is received, with the free cash available of £0.35
million the group will cease to be able to pay its liabilities as they fall
due by mid-May 2025.
In order to assess the appropriateness of preparing the financial statements
on a going concern basis the Directors have prepared detailed projections of
expected future cash flows for the period to 30 September 2026. Based on these
projections, the Group needs to raise finance over the next 12 months in order
to enable the Group to continue to pay its liabilities as they fall due. The
sources of this funding requirement are expected to come from a combination of
the following:
- The Board is currently in advanced discussions with a third party with a
view to raising equity funding of £0.5 million before mid-May 2025 at a
premium to the current share price, which if completed, will equate to
approximately 15% of the Company's enlarged share capital. An additional fund
raising is also forecast later in the next 12 months amounting to £0.2
million.
- Based on feedback from current testing and discussions with several
prospective large customers it is forecast that the Group will achieve
substantial growth in cash inflows of 1.0 million from graphene sales compared
to current run rates. This equates to a c.600% increase in sales over the last
12 months or c.400% increase over the current sales run rate and reflects the
fact that the group has now moved from a product development phase into a
sales growth phase.
- The sale of Total Carbide Limited, a wholly owned subsidiary undertaking. An
active sales process has commenced with a sale forecast in the foreseeable
future.
In addition to the above sources of funds, the Directors have assumed in the
cash flow forecast that Innovate UK will not demand early repayment of the £5
million loan as a result of any potential covenant breaches. In the event that
one or more of the above are not wholly successful, the Company would need to
raise additional funds from the issue of new equity shares. The Company has a
history of raising equity funding on a regular basis. In the last 18 months
the Company has completed 6 such fund raises realising £2.6 million.
The Directors have run plausible downside sensitivities against the base
forecast model. These show:
- If no new funds are raised from either equity fund raises or the sale of
Total Carbide Limited before mid-May 2025 then the Group will cease to be a
going concern.
- Assuming the £0.5 million fund raising referred to above completes but
there are no further funds raised the Group would need to achieve the full
forecast growth in graphene sales of 700% over the next 12 months before the
forecast model runs out of cash. In this scenario, as explained above, the
Directors would consider a further equity fund raise, if required.
- In the event that the group raises equity funds and Total Carbide Limited is
sold in the next 12 months, the forecast model would require significantly
lower growth in graphene products sales before running out of cash in the next
12 months. Given that the above actions are not directly within the Directors'
control, they are not guaranteed and the expected cash inflows may not be
realised. Therefore, the Group and the Company are dependent on raising new
equity funding and/or selling Total Carbide Limited by mid-May 2025, as well
as achieving forecast sales, to remain going concerns. These are not
guaranteed.
This indicates that a material uncertainty exists which may cast significant
doubt on the Group and the Company's ability to continue as a going concern.
Therefore, the Group and the Company may be unable to realise their assets and
discharge their liabilities in the normal course of business. After due
consideration, the Directors have concluded that it is appropriate to prepare
the financial statements on a going concern basis. In making their going
concern assessment, the Directors have a reasonable expectation that
sufficient additional funding will be raised to enable the Group and the
Company to meet their liabilities as they fall due for a period of at least 12
months from the date of approval of the financial statements. Accordingly, the
financial statements have been prepared on the going concern basis. The
financial statements do not include the adjustments that would result if the
Group was unable to continue as a going concern.
2. Segmental information
At 30 September 2024, the Group is organised into two business segments.
Central costs are reported separately. Information reported to the Group's
Chief Executive Officer for the purposes of resource allocation and assessment
of segment performance is focussed on the two principal business segments of
Technology and Mature Businesses, and, accordingly, the Group's reportable
segments under IFRS 8 are based on these activities.
Segment profit/(loss) represents the profit/(loss) earned by each segment,
including a share of central administration costs, which are allocated on the
basis of time spent by central staff on subsidiary affairs. This is the
measure reported to the Chief Executive Officer for the purposes of resource
allocation and assessment of segment performance.
The disposal of AAC Cyroma Ltd completed during the period and is presented as
discontinued operations.
The segment analysis for the year ended 30 September 2024 is as follows:
Technology Businesses Mature Businesses Intra-group adjustments Total continuing Operations Discontinued Operations Total
Central
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Revenue - 384 2,040 - 2,424 2,584 5,008
Gross profit - (65) 759 - 694 617 1,311
Other operating income - 377 3 - 380 - 380
Operating expenses (402) (2,283) (2,185) (37) (4,907) (711) (5,618)
(Loss)/Profit from operations (402) (1,971) (1,423) (37) (3,833) (94) (3,927)
Finance charge (169) (237) (56) - (462) (37) (499)
Loss before tax (571) (2,208) (1,479) (37) (4,295) (131) (4,426)
Total assets 7,764 4,885 2,158 (8,169) 6,638 - 6,638
Total liabilities (6,629) (25,516) (1,028) 25,378 (7,795) - (7,795)
Net assets/(liabilities) 1,135 (20,631) 1,130 17,209 (1,157) - (1,157)
Capital expenditure 67 7 27 - 101 - 101
Depreciation/amortisation and impairment 22 795 1,217 2 2,036 67 2,103
The segment analysis for the year ended 30 September 2023 is as follows:
Technology Mature Intra-group Total
Central Businesses Businesses adjustments Continuing operations Discontinued Operations Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Revenue - 239 2,744 - 2,983 2,465 5,448
Gross profit - (560) 1,182 (1) 621 540 1,161
Other operating income - 133 5 - 138 - 138
Operating expenses (15,141) (5,136) (1,256) 7,165 (14,368) (647) (15,015)
(Loss)/Profit from operations (15,141) (5,563) (69) 7,164 (13,609) (107) (13,716)
Finance charge 256 (690) (76) - (510) (39) (549)
Loss before tax (14,885) (6,253) (145) 7,164 (14,119) (146) (14,265)
Total assets 6,207 5,766 3,966 (6,986) 8,953 1,426 10,379
Total liabilities (6,557) (25,617) (1,539) 25,429 (8,284) (1,015) (9,299)
Net assets/(liabilities) (350) (19,851) 2,427 18,443 699 411 1,080
Capital expenditure 87 391 9 - 487 - 487
Depreciation/amortisation and impairment 6,448 3,053 365 - 9,866 124 9,990
3. Exceptional items
Year ended Year ended
30 September 30 September
2024 2023
£'000 £'000
Continuing Operations
Goodwill impairment - 3,132
Development cost impairment - 1,864
Patent and trademark impairment - 2,724
Asset impairment 888 861
Deferred income related to development cost impairment - (238)
Restructuring costs 308 483
Net result of sale of subsidiary (353) -
Other - (61)
843 8,765
4. Taxation
The tax credit for the period of £133,000 (2023: £86,000) relates to an
R&D tax credit. The charge on the results for the period is £nil (2023:
£nil). At the year end the Group had £20.5 million (2023: £16.4 million) of
trading losses carried forward to set-off against future trading profits.
5. Loss per share
The calculation of the basic loss per share for the year ended 30 September
2024 and year ended 30 September 2023 is based on the losses attributable to
the shareholders of Versarien plc divided by the weighted average number of
shares in issue during the period. The calculation of diluted loss per share
is based on the basic loss per share adjusted to allow for the issue of shares
on the assumed conversion of all dilutive options. However, in accordance with
IAS 33 "Earnings per Share", potential Ordinary shares are only considered
dilutive when their conversion would decrease the profit per share or increase
the loss per share.
As at 30 September 2024, there were 6,875,710 (2023: 12,914,730) potential
Ordinary shares, which have been disregarded in the calculation of diluted
loss per share as they were considered non-dilutive
Attributable to owners of parent company Weighted average number of shares Basic loss per share pence
£'000 '000
Year ended 30 September 2024 (4,121) 1,247,787 (0.33)p
Year ended 30 September 2023 (13,525) 246,401 (5.49)p
6. Intangible assets
Patents, trademarks and other
Development
Goodwill Costs Intangibles Total
£'000 £'000 £'000 £'000
Cost
At 30 September 2022 4,431 5,549 4,667 14,647
Additions - - 149 149
At 30 September 2023 4,431 5,549 4,816 14,796
Additions - - 70 70
At 30 September 2024 4,431 5,549 4,886 14,866
Accumulated amortisation and impairment
At 30 September 2022 1,299 1,400 1,312 4,011
Amortisation charge - 1 301 302
Impairment 3,132 1,864 2,724 7,720
At 30 September 2023 4,431 3,265 4,337 12,033
Amortisation charge - 455 25 480
Impairment - - 53 53
At 30 September 2024 4,431 3,720 4,415 12,566
Carrying value
At 30 September 2024 - 1,829 471 2,300
At 30 September 2023 - 2,284 479 2,763
7. Property, plant and equipment
Plant and equipment Leasehold improvements
ROU asset Total
£'000 £'000 £'000 £'000
Cost
At 30 September 2022 6,596 8,034 568 15,198
Additions 149 184 4 337
Disposals (883) (192) (35) (1,110)
Transfer of assets held for sale - (1,083) - (1,083)
At 30 September 2023 5,862 6,943 537 13,342
Additions - 29 2 31
Disposals (422) - - (422)
Disposals from sale of subsidiary (2,536) (242) (149) (2,927)
At 30 September 2024 2,904 6,730 390 10,024
Accumulated depreciation
At 30 September 2022 3,807 5,318 212 9,337
Charge for the year 642 392 74 1,108
Disposals (702) (191) (35) (928)
Transfer of assets held for sale - (479) - (479)
Impairment - 861 - 861
At 30 September 2023 3,747 5,901 251 9,899
Charge for the year 489 119 74 682
Disposals (303) - - (303)
Impairment 416 472 - 888
Disposals from sale of subsidiary (2,379) (241) (149) (2,769)
At 30 September 2024 1,970 6,251 176 8,397
Net book value
At 30 September 2024 934 479 214 1,627
At 30 September 2023 2,115 1,042 286 3,443
8. Called up share capital and share premium
Number of ordinary shares Number of deferred shares Called up ordinary share capital Called up deferred share capital Called up share capital Total Share premium Total
'000 '000 £'000 £'000 £'000 £'000 £'000
At 30 September 2022 194,150 - 1,941 - 1,941 34,961 36,902
Issue of shares 136,629 - 1,367 - 1,367 1,763 3,130
At 30 September 2023 330,779 -- 3,308 - 3,308 36,724 40,032
Issue of shares 2,003,544 - 349 - 349 1,560 1,909
Share split - 826,949 (3,424) 3,424 - - -
At 30 September 2024 2,334,323 826,949 233 3,424 3,657 38,284 41,941
The called up share capital in the table above represents the total number of
authorised, issued and fully paid Ordinary shares with a nominal value of
0.01p per share.
9. Report and accounts
Copies of the 2024 Annual Report and Accounts will be posted to shareholders
on 28 March 2025. Further copies may be obtained by contacting the Company
Secretary at the registered office. In addition, the 2024 Annual Report and
Accounts is available to download from the investor relations section on the
Company's website www.versarien.com (http://www.versarien.com) .
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR PKABBFBKDFNBRecent news on Versarien
See all newsREG - Versarien PLC - Holding(s) in Company
AnnouncementREG - Versarien PLC - Holding(s) in Company
AnnouncementREG - Versarien PLC - Holding(s) in Company
AnnouncementREG - Versarien PLC - Total Voting Rights
AnnouncementREG - Versarien PLC - Holding(s) in Company
Announcement