REG - Versarien PLC - Interim Results
30/06/2025 15:15
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RNS Number : 0330P Versarien PLC 30 June 2025
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30 June 2025
Versarien Plc
("Versarien", the "Company" or the "Group")
Interim Results for the six months ended 31 March 2025
Versarien Plc (AIM: VRS), the advanced engineering materials group, announces
its unaudited interim results for the six months ended 31 March 2025.
Continuing Operations Key Financial Highlights
● Group revenues of £1.47 million (2024: £1.34
million)
● Graphene revenues of £0.21 million (2024: £0.28
million)
● Grant income of £0.23 million (2024: £0.20
million)
● Adjusted LBITDA* of £0.77 million (2024: £0.67
million)
● Loss before tax of £1.49 million (2024: £1.61
million)
● Cash of £0.85 million as at 31 March 2025 (30
September 2024: £0.15 million)
*Adjusted LBITDA (Loss Before Interest, Tax, Depreciation and Amortisation)
excludes Exceptional items and Share-based payment charges)
Operational Highlights
● Secured €804,000 grant from the Madrid
government to continue developing GnanoCaps technology.
● Completed the sale of chemical vapour deposition (CVD)
graphene plant and equipment to MCK Tech Co. Ltd, together with an exclusive
licence agreement for the use of five patents, owned by the Group. Total
consideration was £611,000 including interest payment, after a £6,000
warranty deduction.
● 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 to accelerate the development of Cementene(TM) and
to support rigorous quality control for Versarien's 3D Construction Printing
("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.
● Signed a two-year supply agreement with Montana Quimica to
provide certain of the Company's proprietary graphene and related material
dispersions and formulations (Graphinks(TM))
Current Financial Position and Restructure Plans
As at 30 June 2025 the Group has a current bank balance of £0.65 million and
headroom on its invoice discounting facilities of £0.03 million, which
includes £0.54 million relating to specific grant funding to be used over the
next two years. If no further external financing is received, with the free
cash available of £0.11 million the Group will cease to be able to pay its
liabilities as they fall due by the start of August 2025 without taking
additional restructuring action and raising further funds.
Whilst the first six months of the year have seen further pipeline progress,
this has yet to translate into significant customer orders and sales.
Consequently, the Company does not now anticipate reaching break-even at the
EBITDA level by the end of this financial year as previously reported in the
Company's 2024 Annual Report.
In addition, the Company's expected strategic investment has been delayed by
not yet receiving appropriate clearances under both the UK National Security
and Investment Act ("NSIA") and Chinese Outbound Direct Investment. Whilst the
total proposed investment is below the threshold for a mandatory disclosure to
NSIA (less than 25%), part of the investment is dependent on the ability to
form a new UK joint venture company. This aspect is pending a decision from
the Investment Screening Unit. At this moment, all outcomes under the NSIA
remain possible. Versarien continues to be in dialogue with the potential
strategic investor, but in view of the delays experienced the Board is not
basing its funding strategy around this, albeit the Board believes it will be
in the best interests of the Group to see this to a successful conclusion.
Following a strategic review by the Board, the Company has taken advice from
and appointed Leonard Curtis, to effect an accelerated sale of certain trade
and assets of the Group's UK Technology companies whilst minimising the cash
outflows from these operations. This includes seeking a strategic joint
investment partner for the 3D Construction Printing ("3DCP") business where
significant progress has been made, supported by funding from Balfour Beatty,
in producing and successfully demonstrating the first of the Company's
optimised printable mortars. In addition, the trading activities of Versarien
Korea Limited will be closed, although the Company anticipates ongoing
activity with the local South Korean director in a consultancy role. Following
this re-structuring, the Group is expected to then consist of the parent
company, Versarien Plc and Total Carbide Limited in the UK, and Gnanomat S.L.
in Spain.
Whilst continuing to progress its strategic investment, it is the Company's
intention to use its remaining share authorities to raise additional funds and
renew those authorities whether it be for strategic investment and/or working
capital purposes. The Board expects the Group's ongoing costs will be reduced
with the simplified Group structure.
Stephen Hodge, Chief Executive Officer of Versarien, commented:
"With our planned corporate re-structuring, our strategy continues to be to
monetise intellectual property including our know-how by being a
manufacturing-light operation that licences Versarien's technology and brands
as commercial traction for graphene develops. Our pipeline of commercial
opportunities currently stands at £2.1 million, up from the previously
announced £1.6 million as at October 2024. Although we remain dependent upon
equity funding to continue as a going concern, the growing pipeline gives us
optimism for the future growth and sustainability of the business."
For further information please contact:
Versarien Plc
Stephen Hodge - Chief Executive Officer c/o IFC
Chris Leigh - Chief Financial Officer
SP Angel Corporate Finance LLP (Nominated Adviser and Broker)
Matthew Johnson +44 (0) 20 3470 0470
Adam Cowl
IFC Advisory Limited (Investor Relations)
Tim Metcalfe +44 (0) 20 3934 6630
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)
Chair's Statement
The first six months of the year have seen positive progress in some aspects
of the business, but it has been disappointing that we have not yet delivered
the expected strategic investment, as described above and below in the Chief
Executive Officer's report.
Funding the business until it can become self-sufficient remains our first
priority and consequently we continue to look at further cost savings. We
intend to simplify our UK operations and are also looking to cease operations
at Versarien Korea Limited.
These cost savings are intended to assist us in achieving break-even; until we
do so, we continue to be reliant upon raising funds through the issue of
equity.
Diane Savory OBE
Non-executive Chair
Chief Executive Officer's Review
Our strategy continues to be to monetise intellectual property including our
know-how by being a manufacturing-light operation that licences Versarien's
technology and brands as commercial traction for graphene develops. However,
there are definitely signs of traction in certain areas with repeat orders
from previous customers that have seen success with our graphene. This
includes a recent delivery of 6 tonnes of graphene-enhanced rubber to Flux
Footwear for their new range of footwear products launched earlier this month.
The decision to simplify our corporate structure by transferring appropriate
advanced materials business and staff from Versarien Graphene Limited,
Cambridge Graphene Limited, 2-DTech Limited and Versarien Korea Limited to the
parent company and Gnanomat in Spain will materially reduce our operating
costs and help mitigate the shortfall in customer sales. We continue to market
Total Carbide for sale and will be looking to secure a strategic partner as a
joint venture for the 3DCP operations.
Whilst we continue to work towards being a financially stable business we
continue to apply for grant funding. Versarien is an SME member of the
Innovative Advanced Materials initiative (IAM-I) of which the four strategic
research pillars are construction, energy, mobility and electronics; areas
that align well with our core product offerings. A number of Horizon Europe
grant opportunities have now launched for which Versarien is active in
building consortia of European partners and drafting proposals for
submission.
Construction & Energy Sectors
In construction, we have invested in our own concrete and mortar test
equipment to support and accelerate Cementene(TM)( )developments, and quality
control for 3D printed products. This has been invaluable for our work with
Balfour Beatty to develop a range of low carbon, graphene-infused,
3D-printable mortars suitable for civil construction. Having demonstrated our
first optimised mortar in our robotic arm printer, we look to now demonstrate
mortars in real-world scenarios within the highways sector, assessing
performance, durability, and cost-effectiveness compared to traditional
construction materials. We are now looking for a strategic partner to continue
to accelerate this further.
In the energy sector, Gnanomat's recent €804,000 grant awarded by the Madrid
government has been crucial in supporting the development of GnanoCaps as we
try to position ourselves as leaders in safe, sustainable energy storage.
GnanoCaps demonstrate superior performance compared to current supercapacitor
market standards and typically utilise aqueous electrolytes, mitigating
environmental concerns associated with leakage and ensuring safe and
sustainable operation.
We have previously advised that we were in advanced discussions with a
strategic investor and had expected this investment to have been concluded
given the due diligence information exercise and legal work already
undertaken. The potential strategic investor is based in the People's Republic
of China and is a private business in the battery materials industry. This
would significantly strengthen our offering in the energy sector and
complements Gnanomat's previous strategic development contract with CBMM
Technology Suisse SA, part of CBMM (Companhia Brasileira de Metalurgia e
Mineração) the world's leading supplier of niobium products and technology.
Pipeline
Our pipeline of commercial opportunities currently stands at £2.1 million up
from the previously announced £1.6 million in October 2024. Although we
remain dependent upon equity funding to continue as a going concern, the
growing pipeline gives us optimism for the future growth and sustainability of
the business.
Dr Stephen Hodge
Chief Executive Officer
Chief Financial Officer's review
The results of continuing operations for the period are broadly similar to the
previous year with LBITDA of £0.77 million (2024: £0.67 million).
Revenues arising from the Technology businesses were £0.31 million (2024:
£0.28 million), but margins were reduced as we took on staff to progress 3DCP
and made further graphene inventory provisions and credit impairments as we
transition into a manufacturing-light business.
We continue to market Total Carbide for sale and it has seen a modest revenue
increase and returned to profitability with an EBITDA of £0.08 million (2024:
£0.05 million loss).
The adjusted LBITDA for operations is calculated as follows:
Continuing operations Discontinued operations Total Continuing operations Discontinued operations Total
6 months ended 6 months ended 6 months ended 6 months ended 6 months ended 6 months ended
31 March 2025 31 March 31 March 2025 31 March 2024 31 March 31 March 2024
2025 2024
£'000 £'000 £'000 £'000 £'000 £'000
Loss from operations (1,241) - (1,241) (1,373) (148) (1,521)
Depreciation and Amortisation 424 - 424 324 35 359
Share based payments - - - 147 - 147
Exceptional items 44 - 44 229 - 229
Adjusted LBITDA (773) - (773) (673) (113) (786)
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 Group reported loss before tax was £1.49 million (2024: £1.77 million).
Group net liabilities at 31 March 2025 were £1.89 million (30 September 2024:
£1.16 million) with cash at the period end of £0. 85 million (30 September
2024: £0.15 million).
Cash used in operating activities was £0.09 million (2024: £0.66 million and
2023: £1.56 million) which is a significant improvement in prior years.
Together with the net proceeds of share issues of £0.66 million and deferred
grants received of £0.61 million the Group has increased its bank balances
from £0.15 million at 30 September 2024 to £0.85 million at 31 March 2025.
Going Concern
The interim statement has been prepared on the going concern basis, as
described in note 1, whilst recognising that a material uncertainty exists in
this respect. In particular the following assumptions have been made:
● Effecting a successful group re-organisation to simplify the
corporate structure and reduce overheads.
● Using the remaining capital authorities and renewal of those
authorities to raise additional funds by the start of August from the issue of
new equity via a conventional placing and/or by way of strategic investment.
● The sale of Total Carbide Limited, a wholly owned subsidiary
undertaking, in the foreseeable future.
● Innovate UK will not demand early repayment of the £5 million
loan as a result of any potential covenant breaches.
The interim statement does not include the adjustments that would result if
the Group was unable to continue as a going concern.
Chris Leigh
Chief Financial Officer
Consolidated Interim Financial Statements
Group statement of comprehensive income
For the 6 months ended 31 March 2025
Continuing operations Discontinued operations Total Continuing operations Discontinued operations Total
31 March 31 March 31 March 31 March 31 March 31 March
2025 2025 2025 2024 2024 2024
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
£'000 £'000 £'000 £'000 £'000 £'000
Notes
Revenue 2 1,466 - 1,466 1,338 1,159 2,497
Cost of sales (949) - (949) (834) (955) (1,789)
Gross profit 517 - 517 504 204 708
Other operating income 233 - 233 205 - 205
Operating expenses (including exceptional items) (1,991) - (1,991) (2,082) (352) (2,434)
Loss from operations before exceptional items (1,197) - (1,197) (1,144) (148) (1,292)
Exceptional items 3 (44) - (44) (229) - (229)
Loss from operations (1,241) - (1,241) (1,373) (148) (1,521)
Finance charge (244) - (244) (232) (20) (252)
Loss before income tax (1,485) - (1,485) (1,605) (168) (1,773)
Income Tax 4 96 - 96 133 - 133
Loss for the period (1,389) - (1,389) (1,472) (168) (1,640)
Loss attributable to:
- Owners of the parent company (1,316) - (1,316) (1,488) (168) (1,656)
- Non-controlling interest (73) - (73) 16 - 16
(1,389) - (1,389) (1,472) (168) (1,640)
Loss per share attributable to the equity holders of the Company:
Basic and diluted loss per share 5 (0.03)p - (0.03)p (0.23)p
There is no other comprehensive income for the period.
Group statement of financial position
As at 31 March 2025
Note 31 March 30 September
2025 2024
Unaudited Audited
£'000 £'000
Assets
Non-current assets
Intangible Assets 6 2,091 2,300
Property, plant and equipment 1,518 1,627
Trade and other receivables 276 347
3,885 4,274
Current assets
Inventory 732 938
Trade and other receivables 920 1,281
Cash and cash equivalents 852 145
2,504 2,364
Total assets 6,389 6,638
Equity
Called up share capital - ordinary shares 446 233
Called up share capital - deferred shares 3,424 3,424
Share premium 38,729 38,284
Merger reserve 1,017 1,017
Share-based payment reserve 5,436 5,436
Accumulated losses (48,886) (47,570)
Equity attributable to owners of the parent company 166 824
Non-controlling interest (2,053) (1,981)
Total equity (1,887) (1,157)
Liabilities
Non-current liabilities
Trade and other payables 654 637
Deferred grant income 323 -
Deferred taxation 6 6
Innovate loan 5,000 4,500
Long-term borrowings 285 475
6,268 5,618
Current liabilities
Trade and other payables 1,183 1,167
Deferred Grant 290 -
Invoice discounting advances 163 112
Innovate Loan - 500
Current portion of long-term borrowings 372 398
2,008 2,177
Total liabilities 8,276 7,795
Total equity and liabilities 6,389 6,638
Statement of Group cash flows
For the 6 months ended 31 March 2025
6 months ended
31 March 6 Months ended
2025 31 March
Unaudited 2024
£'000 Unaudited
£'000
Cash flows from operating activities
Cash used in operations (86) (658)
Interest paid (209) (114)
Net cash used in operating activities (295) (772)
Cash flows from investing activities
Purchase/capitalisation of intangible assets (28) (17)
Purchase of property, plant and equipment (77) (1)
Net cash used in investing activities (105) (18)
Cash flows from financing activities
Share issue 696 1,470
Share issue costs (38) (77)
Deferred Grant Income 613 -
Net funds (paid)/received from CBILS (5) (38)
Principal payment of leases under IFRS 16 (210) (240)
Invoice discounting loan (repayments)/proceeds 51 (224)
Net cash generated from financing activities 1,107 891
707 101
Increase in cash and cash equivalents
Cash and cash equivalents at start of period 145 596
Cash and cash equivalents at end of period 852 697
Note to the statement of Group cash flows
For the 6 months ended 31 March 2025 6 months ended
31 March 6 months ended
2025 31 March
Unaudited 2024
£'000 Unaudited
£'000
Loss before income tax (1,485) (1,773)
Adjustments for:
Share-based payments - 147
Depreciation 187 347
Amortisation 237 12
Finance cost 244 252
R&D Tax credit received 96 133
Increase/(Decrease) in trade and other receivables and investments 432 (110)
(Increase)/Decrease in inventories 206 239
(Decrease)/Increase in trade and other payables (3) 95
Cash used in operations (86) (658)
Discontinued operations
6 months ended
31 March 6 months ended
2025 31 March
Unaudited 2024
£'000 Unaudited
£'000
Net cash generated/(used) in operating activities - 102
Net cash used in investing activities - -
Net cash generated/(used) from financing activities - (93)
Increase/(decrease) in cash and cash equivalents from discontinued operations - 9
Notes to the unaudited interim statements
For the 6 months ended 31 March 2025
1. Basis of preparation
Versarien Plc is an AIM quoted company incorporated and domiciled in the
United Kingdom under the Companies Act 2006. The Company's registered office
is Units 1A-D, Longhope Business Park, Monmouth Road,
Longhope, Gloucestershire, GL17 0QZ.
The interim financial statements were prepared by the Directors and approved
for issue on 30 June 2025. These interim financial statements do not comprise
statutory accounts within the meaning of section 434 of the Companies Act
2006. Statutory accounts for the year ended 30 September 2024 were approved by
the Board of Directors on 26 March 2025 and delivered to the Registrar of
Companies. The report of the auditors on those accounts was unqualified and
did not contain statements under sections 498 (2) or (3) of the Companies Act
2006. The report contained reference to a material uncertainty related to
going concern.
As permitted, these interim financial statements have been prepared in
accordance with UK AIM Rules and UK-adopted IAS 34, "Interim Financial
Reporting". They should be read in conjunction with the annual financial
statements for the year ended 30 September 2024, which have been prepared in
accordance with UK-adopted international accounting standards, consistent with
the IFRS framework adopted in UK law. The accounting policies applied are
consistent with those of the annual financial statements for the period ended
30 September 2024, as described in those financial statements. Where new
standards or amendments to existing standards have become effective during the
year, there has been no material impact on the net assets or results of the
Group.
These interim financial statements have been prepared on a going concern basis
under the historical cost convention. However, whilst the Company continues to
develop and seek to commercialise its graphene technology it remains reliant
upon the capital markets and/or asset sales to continue as a going concern up
until such time as it generates sufficient revenues to cover its costs.
As at 31 March 2025, the Group had net liabilities of £1.9 million. As at 30
June 2025 the Group has current bank balances of £0.65 million and headroom
on its invoice discounting facilities of £0.03 million, which includes £0.54
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
£0.11 million the group will cease to be able to pay its liabilities as they
fall due by August 2025.
In order to assess the appropriateness of preparing the interim 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, which include the previously referred to Group re-organisation,
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:
● Effecting a successful group re-organisation to simplify the
corporate structure and reduce overheads.
● Using the remaining capital authorities and renewal of those
authorities to raise additional funds from the issue of new equity via a
conventional placing and/or by way of strategic investment.
● The sale of Total Carbide Limited, a wholly owned subsidiary
undertaking, 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.
The Group is dependent on raising new equity funding by August 2025 to remain
a going concern. This indicates that a material uncertainty exists. Therefore,
the Group may be unable to realise its assets and discharge its liabilities in
the normal course of business.
After due consideration, including the Company's history in raising capital,
the Directors have concluded that it is appropriate to prepare the interim
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 to meet its liabilities as they fall due
for a period of at least 12 months from the date of issue of the interim
statements. Accordingly, the interim statement has been prepared on the going
concern basis whilst recognising that a material uncertainty exists in this
respect. The interim statement does not include the adjustments that would
result if the Group was unable to continue as a going concern.
Certain statements within this report are forward looking. The expectations
reflected in these statements are considered reasonable. However, no assurance
can be given that they are correct. As these statements involve risks and
uncertainties the actual results may differ materially from those expressed or
implied by these statements. The interim financial statements have not been
audited
2. Segmental information
The segmental analysis for the 6 months to 31 March 2025 is as follows:
Central Technology Businesses Mature Businesses Intra-group Discontinued operations TOTAL
Adjustments
£'000 £'000 £'000 £'000 £'000 £'000
Revenue 311 1,155 - - 1,466
Gross Margin - 28 489 - - 517
Other operating income - 233 - - - 233
Operating expenses (367) (722) (414) (20) - (1,523)
LBITDA (367) (461) 75 (20) - (773)
Depreciation & amortisation
(5) (339) (80) - - (424)
Share based payments - - - - - -
Exceptional items (44) - - - - (44)
(Loss)/ profit from operations (416) (800) (5) (20) - (1,241)
Finance income/(charge) (195) (28) (21) - - (244)
(Loss)/profit before tax (611) (828) (26) (20) - (1,485)
The segmental analysis for the 6 months to 31 March 2024 is as follows:
Central Technology Businesses Mature Businesses Intra-group Discontinued operations TOTAL
Adjustments
£'000 £'000 £'000 £'000 £'000 £'000
Revenue - 277 1,061 - 1,159 2,497
Gross Margin - 138 366 - 204 708
Other operating income - 202 3 - - 205
Operating expenses (232) (724) (422) (4) (317) (1,699)
LBITDA (232) (384) (53) (4) (113) (786)
Depreciation & amortisation
(11) (145) (168) - (35) (359)
Share based payments (147) - - - - (147)
Exceptional items (226) (3) - - - (229)
(Loss)/ profit from operations (616) (532) (221) (4) (148) (1,521)
Finance income/(charge) (173) (31) (28) - (20) (252)
(Loss)/profit before tax (789) (563) (249) (4) (168) (1,773)
3. Exceptional items
Exceptional items of £44,000 (2024: £229,000) relate principally to
restructuring costs.
4. Taxation
The tax credit of £96,000 (2024: £133,000) relates to R&D tax credits
received in the period. The charge on the results for the period has been
estimated at £nil (2024: £nil). At the last year end the Group had £20.55
million of trading losses carried forward to set-off against future trading
profits.
5. Loss per share
The loss per share has been calculated by dividing the loss after taxation of
£1,316,000 (2024: £1,656,000) by the weighted average number of shares in
issue of 3,858,807,000(2024: 710,245,000 during the period.
The calculation of the diluted earnings per share is based on the basic
earnings per share adjusted to allow for the issue of shares on the assumed
conversion of all dilutive options. However, in accordance with IAS33
"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 31 March 2025 there were 6,876,000 (2024: 7,206,160)
potential ordinary shares that have been disregarded in the calculation of
diluted earnings per share as they were considered non-dilutive at that date.
6. Intangible assets - carrying value
31 March 30 September
2025 2024
Unaudited Audited
£'000 £'000
Patents, trademarks and other 490 471
Development costs 1,601 1,829
Total 2,091 2,300
7. Interim Report
This interim announcement is available on the Group's website at
www.versarien.com (http://www.versarien.com)
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