Audited Results for year ended 30 September 2024

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 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

* 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

3D Construction Printing (3DCP)

Energy

Electronics

Technology Licensing

Grant Funding Highlights

Corporate Highlights

Post Period Highlights

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:

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

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/

More information about the National Materials Innovation Strategy can be found here: 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 CementeneTM 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.

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

Group statement of financial position

As at 30 September 2024

Group statement of changes in equity

For the year ended 30 September 2024

Statement of Group cash flows

For the year ended 30 September 2024

Note to the statement of Group cash flows

For the year ended 30 September 2024

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:

3. Exceptional items

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

6. Intangible assets

7. Property, plant and equipment

8. Called up share capital and share premium

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.