Haydale
Graphene
Industries Plc
Annual Report
And Accounts
For the year ended
30 June 2023
Creating
Material
Change
Company Registration No:
07228939
www.haydale.com
Haydale Graphene
Industries Plc
Clos Fferws, Parc Hendre,
Capel Hendre, Ammanford,
Carmarthenshire, SA18 3BL
T: +44 (0)1269 842946
F: +44 (0)1269 831062
Contents
About Haydale
STRATEGIC REPORT
Chair’s Statement
Strategic Report
Principal Risks and Uncertainties
GOVERNANCE
Board of Directors
Directors’ Report
Chair’s Corporate Governance Statement
Directors’ Remuneration Report
FINANCIAL STATEMENTS
Independent Auditor’s Report to the Members of
Haydale Graphene Industries Plc
Consolidated Statements
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes In Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Parent Company Statements
Parent Company Report
SHAREHOLDER INFORMATION
Corporate Information
1
2
3
8
9
10
13
20
22
27
28
29
30
31
61
68
267021 Haydale AR pp01-pp08.qxp 03/11/2023 16:58 Page 1
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
About Haydale
Haydale comprises two complementary advanced material businesses, both leaders in their respective fields:
•
Plasma functionalisation of nanomaterials for third party applications and manufacture of plasma functionalised graphene
enhanced products, all primarily based in the UK; and
• Manufacture and sale of Silicon Carbide cutting tools and powders, based in the US.
Nanomaterial plasma functionalisation processing for third parties and own products
Graphene has been feted for its superqualities including electrical and heat conductivity as well as its inherent mechanical strength
that if properly harnessed can make a significant difference to host materials and the products containing them. The issue is that
graphene and many other nanomaterials (such as boron nitride) are inert and therefore do not easily disperse within the medium
to which they are added, be that water, epoxy resin, oil or solvent. The challenge has therefore always been how to change the
surface chemistry of graphene and other nanomaterials so they will properly integrate and thereby bring these superqualities to
the end product (a process known as “functionalisation”).
Haydale has a unique, patented HDPlas process that treats nanomaterial powders by using plasma and bleeding in the required
chemistry using a precursor such as gas to achieve the necessary end result. This is a highly tunable, environmentally clean means
of functionalisation suitable for most applications and grades of nanomaterial that does not require the use of acids or surfactants
used by other chemical functionalisation processes. Haydale does not manufacture graphene or boron nitride, but has characterised
over 250 types of third party graphenes in order to understand which ones are appropriate for different applications. Haydale acts
as an intermediary to both nanomaterial producers and end product manufacturers to functionalise their products to achieve the
results sought. The functionalised nanomaterial powders can then be incorporated by Haydale into inks, masterbatches or pre-pregs
before being shipped to the customer and being used directly in their existing production line facilities. Haydale has also developed
its own range of products concentrating on the heating and sensor markets.
SiC powder & tooling
Silicon Carbide (“SiC”) is one of the hardest known substances after diamond. Haydale has the largest installed capacity in the world
for manufacturing silicon carbide whisker fibres and microfibres at its US facility in South Carolina. SiC whisker fibres, due to their
shape, can give lateral strength to products and thereby bring fracture resistance, increased hardness and toughness, and heat and
wear resistance to cutting tools used in the aerospace, automotive and other industries which use difficult to cut high grade steels
and other hard metals. Haydale has recently moved laterally into tool manufacturing and has established a pan US manufacturer’s
representative distribution network.
1
T
T
R
R
O
O
P
P
E
E
R
R
C
C
G
G
E
E
T
T
A
A
R
R
T
T
S
S
I
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp01-pp08.qxp 03/11/2023 16:58 Page 2
STRATEGIC REPORT
Chair’s Statement
Introduction
I am pleased to present Haydale Graphene Industries Plc’s
(“Haydale”, the “Group” or the “Company”) full year audited
results to 30 June 2023 (“FY23”).
to help take our products to market. We have also concluded
commercial project arrangements with several nanomaterial
producers and end customers where our HDPlas® process can
bring additional value to their end customers.
The SiC and ceramic cutting tools produced by our US facility saw
growth in their core aerospace and automotive markets. We
started to roll out a regionalised manufacturer’s representative
strategy towards the end of FY23 which is already showing signs
of generating improved commercial traction within the North
American steel mill, aerospace and automotive sectors for our
finished tooling. We anticipate this will increase further during
the current financial year as additional distribution agreements
are concluded.
Staff
I would like to thank our staff for their continued support and
flexibility, as their efforts are key to us achieving our aims.
I would also like to thank the executive management team who
continue to drive the transition towards a sustainable
commercial operation.
Funding
On 3 October 2023, the Company completed an equity funding
of £5.1 million (gross) and I would like to welcome our new
shareholders and to thank our existing shareholders for their
continued support.
Outlook
We have made important progress in our next planned steps as
a business by forging commercial partnerships and collaborations
with leading organisations that the Board believe will ultimately
help lead to commercial success. With the fundamental building
blocks in place and continuing progress in our key markets, the
Board remains confident that the Company will be able to take
advantage of the traction it is now seeing.
David Banks
Chair
25 October 2023
The Group continued to make positive progress during the year
on its journey to delivering sustainable commercial revenues.
The US operation in particular saw a strong bounce back in FY23
and, with its continued progress into the manufacture of SiC
cutting tools, is increasingly well positioned to deliver strong
growth moving forwards. The UK operation has started to see
the seeds planted in FY22 begin to come through in the second
half of FY23 and post year end period as we entered into a
number of agreements that we believe will form the bedrock of
strong business partnerships going forwards to take our
offerings to the wider market. We anticipate the momentum
across both the nanomaterial and SiC markets will continue into
the current financial year.
Summary financials
Commercial revenue for FY23 of £4.30 million (FY22:
£2.90 million) was up by 48.3% on prior year. Gross profit margin
was slightly down due to sales mix at 56% (FY22: 60%) resulting
in a gross profit of £2.39 million (FY22: £1.75 million). Other
operating income for the year of £0.38 million (FY22:
£0.44 million) was in line with last year after adjusting for US
Covid support received in FY22. Adjusted administrative
expenses increased by £0.74 million (13.4%) to £6.26 million
(FY22: £5.52 million) primarily related to the full year impact of
FY22 planned investment in resource resulting in an adjusted
operating loss of £3.49 million (FY22: £3.33 million). Total
administrative expenses were £8.93 million (FY22: £7.24 million)
as a result of the above plus a number of additional non-trading
items, namely increase in share-based payments charges of
£0.55 million and an increase in depreciation and impairment
of £0.40 million. Loss for the year was £6.17 million (FY22:
£4.81 million).
Operational Highlights
The Group made good progress towards its longer-term goals in
the year as the Company consolidated its position bringing
increased focus onto its core offerings and laying the
foundations for continuing growth in FY24 and beyond. The
priorities of delivery of commercial revenue, focused investment
in our physical and human capacity and development of our
technology remains central to our strategy.
During the year we continued to optimise and extend the
functionality of the HDPlas® HT1400 plasma reactor acquired in
2022 which allows us to manufacture functionalised
nanomaterials on an industrial scale. With that assurance, we
have further developed our collaborations with industry partners
who, due to their market reach or capability, are potentially able
2
267021 Haydale AR pp01-pp08.qxp 03/11/2023 16:58 Page 3
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
Strategic Report
The directors present their Strategic Report for the year ended 30 June 2023.
PRINCIPAL ACTIVITIES
Haydale has three principal activities:
•
•
•
The plasma functionalisation of nanomaterials for third party applications through our patented HDPlas® process;
The development, manufacture and sale of products using plasma functionalised nanomaterials to primarily address the heating
and sensor markets; and
The manufacture and sale of proprietary silicon carbide (“SiC”) whisker powders and high wear resistant cutting tools for use
primarily in the aerospace and automotive industries.
These activities are explained in more detail on page 1 and pages 4 to 6 below. The first two nanomaterial business activities are
based in the UK with a sales presence in Asia. The SiC activities are based in North America with a sales reach into Europe and the
far East.
At 30 June 2023, the Group has the following operational activities across its five facilities.
Haydale subsidiary Location Principal activities
Haydale Limited
Ammanford, Wales
Haydale Composite Solutions Limited (“HCS”)
Loughborough, England
Haydale Technologies (Korea) Limited (“HTK”)
Seoul, South Korea
Specialist plasma
functionalisation and
manufacturing facility producing inks, resins,
fluids and masterbatches to be used in
composites and polymers for direct sales to
customers and for transfer to other Group
sites.
Sales of masterbatch and pre-preg composites,
elastomers, other nanomaterials and the
provision of advanced consulting.
sales office
Dedicated
the
fast-moving South Korean and other APAC
markets.
servicing
Haydale Technologies (Thailand)
Company Limited (“HTT”)
Haydale Technologies, Inc. and its
wholly owned subsidiary Haydale
Ceramic Technologies LLC (“HCT”)
Bangkok, Thailand
Greer, SC, USA
Sales office servicing the APAC region with
plasma functionalisation and R&D capability.
SiC and cutting tool manufacturing facility
with sales office serving the North American
market and developing the European and East
Asian markets.
REVENUE MODEL
The Group’s revenue model is based on the following strands:
•
•
•
•
•
•
Sale of functionalised material in powder, masterbatch, fluid or pre-preg format;
Strategic partnerships with industry players through whom products and plasma functionalised material can be taken to market;
Sale of SiC microfibres and whiskers, SiC tooling, ceramic blends and ceramic blanks to the steel mill, aerospace and automotive
sectors and the coatings industry;
Sale of own brand and third-party products which clearly align with our principal activities or customer base;
Sale or lease of plasma reactors with appropriate licencing for use of the patented HDPlas® functionalisation process; and
Consultancy services with respect to testing the potential enhancements that our product range and engineering acumen may
bring to customer applications.
3
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp01-pp08.qxp 03/11/2023 16:58 Page 4
STRATEGIC REPORT
Strategic Report (continued)
COMMERCIAL OVERVIEW
FY23 has seen the Group’s US operations continue its progress
as demand returns for SiC powders and tooling in the aerospace
and automotive industries. This has driven the overall FY23
revenue growth of the Group and looks set to help support the
Group moving forwards with the expansion
into the
manufacture and sale of SiC tooling through a network of
regional manufacturer representatives recently engaged across
the USA. The UK based nanomaterial business has made
significant steps in commercialising its portfolio of technology,
especially in terms of business collaborations with significant
industry players in key markets, having previously installed
sufficient capacity to be able to process commercial levels of
plasma functionalised nanomaterials for those partners and
other third parties. These collaborations are expected to form a
solid base to the expected progress in the current financial year.
NANOMATERIALS
The UK operations made significant progress over the year in
progressing commercialisation of its proprietary technology
which resulted in a number of key agreements being signed with
industry partners in the last quarter of FY23 and first quarter of
FY24. We anticipate these may lead to significant volume sales
as those products and relationships mature over the next few
years. Whilst progress on commercial arrangements has been
strong, it is taking longer than expected for this to translate into
revenue and, primarily due to one large functionalised product
sale (goods) in FY22 not being repeated in FY23, total UK sales
reduced by £0.20 million on prior year. Other UK consultancy
revenues (services) grew by 10.2% on a like-for-like basis.
Patented Plasma Functionalisation Technology
At the core of all our product offerings and underpinning the
Group’s future nanomaterial prospects, is Haydale’s patented
HDPlas® plasma functionalisation process which improves the
dispersibility of many nanomaterials by changing their surface
chemistry using a highly tunable, repeatable process. Plasma
functionalisation allows Haydale to tailor advanced materials to
enhance the properties of its customers’ products to achieve
pre-agreed mechanical or conductive performance criteria. The
process is cost effective and environmentally friendly and our
levels of functionalised
capacity to produce
nanomaterials underpins the business model. Specifically, we
have the expertise to:
industrial
•
•
•
functionalise nanomaterials that are blended with resins,
composites and fluids to deliver enhanced electrical,
mechanical (strength) and thermal performance;
formulate proprietary nanomaterial-based
inks and
coatings for the print and sensor markets, including
biomedical, RFID and piezo resistive inks and sensors; and
compound functionalised nanomaterials into a range of
elastomers to enable customers to use nanomaterials in
elastomeric products.
4
The Group safeguards its nanomaterials business across its sites
and the territories in which it operates through the use of
patents and trade secret protocols which protect its intellectual
property. It holds licences where that intellectual property is for
operational reasons with a third party. Haydale currently has a
portfolio of patents that are variously recognised in the following
territories – US, UK, Europe, China, Japan and Australia. Haydale
works closely with its patent advisors, Mewburn Ellis LLP, and
maintains a rolling programme of patent applications.
Plasma Functionalised Powder Sales
We have secured a number of commercial contracts during the
year with manufacturers of graphene to plasma functionalise
their graphene powders to their requirements and are in
discussions with many others who recognise the difference
plasma functionalisation can make.
Of particular note, we have entered into contracts with a
number of major industrial customers who manufacture their
own nanomaterials. For Saint Gobain, who manufacture boron
nitride, we are working with their end customers to hone the
final surface chemistry to match their desired outcomes. Our
ability to reliably adjust the surface chemistry has more recently
led to our securing a major collaboration with Petronas to help
them take their own graphene product, refined from a
byproduct of their main petrochemical business, and
functionalise it so it can potentially be recycled into other
applications. We anticipate that these initiatives may lead to
significant volumes needing to be plasma functionalised over
the coming years, either directly by Haydale, or indirectly through
the leasing of plasma reactors on a volume based royalty model.
Plasma Functionalised Products Sales:
Heating
Haydale has been working in the energy and heating sectors for
a number of years. Geopolitical events and the UK Government’s
net zero strategy, have brought an increased urgency for
solutions in this space.
Over the past few years, the Company has developed a number
of off-the-shelf flexible heater graphene-based functional inks
that can be printed onto a wide variety of surfaces. Based on
those inks we are developing a range of low power heating
products, potentially the most exciting of which is an energy
efficient, cost-effective and easy to install underfloor heating
system that could be used to supplement or replace domestic
heating systems. The technology could be rolled out underneath
the floor covering (e.g. carpet or tiles) and potentially run off a
battery. With support from the Welsh Government, working
prototypes have been created and are currently being tested in
laboratory conditions to finalise the design before further
optimisation and seeking a CE mark. We are now looking at
various partnership options to take these to market.
267021 Haydale AR pp01-pp08.qxp 03/11/2023 16:58 Page 5
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
We are also undertaking a number of paid projects for Cadent
focused on helping energy suppliers meet their obligations to
their vulnerable customers where they are under a legal
requirement to be able to guarantee hot water and heating in
situations where the power or gas go down. The initial project
referred to last year involves a portable, battery powered water
heater, a prototype of which is currently undergoing testing.
We have also recently started work on a low power, portable
over-the-radiator heating device which is also looking promising.
Other potential applications of the same low power heating
technology are currently in early-stage testing with partners.
In FY22 we announced we were working with a company that
had acquired a patent for a boron nitride based thermal fluid.
This has not progressed as we had hoped and is unlikely to lead
to further revenues. We have however developed our own
graphene based thermal fluid (patent pending) which early trials
suggest performs with similarly positive thermal results and
have now partnered with a specialist heating fluid engineering
firm to finesse the formulation to work with the necessary
additives so it meets applicable industry standards and can
ultimately be deployed into their customer base.
Sensors
Following on from the work historically undertaken in the
biomedical ink sector, we have a range of off-the-shelf functional
inks appropriate for use in biomedical and other sensor
applications that can potentially detect a wide range of medical
conditions. These inks have a high sensitivity and are therefore
able to replace lower grade carbon inks and potentially metallic
based inks in existing sensor products. Our work with a leader
in the glucose monitoring and diabetes management sector is
moving forwards following positive results against their existing
inks and, having successfully passed an audit of the quality
controls around production at our Ammanford site, we are now
working with them on further tests. In the interim, we are
separately working with a major European sensor manufacturer
on a sensor product application to detect chlorine in water which
we understand has a potentially lower barrier to entry,
market wise.
Elastomers
Our collaboration with Vittoria Spa, a leading premium cycle tyre
manufacturer, has progressed and, having proved the benefits
that plasma functionalised graphene can bring to tyres (namely:
grip, rolling resistance, puncture resistance and durability), we
are shipping tonnage materials. We are also working with
Vittoria on further enhancements for the next generation of
tyres and anticipate the existing graphene enhancements to
start trickling out to the wider market in due course.
Composites
In the second half of FY23, we released a graphene enhanced
prepreg tooling material, following two years of trialling with
Prodrive Composites Ltd, which is designed to deliver cost
effective composite tooling with extended tooling life. This, and
related products which were released during the year, are now
seeing interest from the market which we hope will build
through the current year.
Focused research and development
We continue to work on customer-paid and grant-funded
projects to develop plasma functionalised nanomaterial
solutions where there is a clear problem statement and we
believe there to be a volume demand at the end of the process
for any product created. We are selective and require a clear
business case to proceed. By being able to deliver a number of
selective projects that have resulted in a requirement for plasma
functionalised material for third party applications or intellectual
property that vests in Haydale, we have been able to build our
underlying customer base. Key projects include the development
of material that might be appropriate for type IV and V hydrogen
storage tanks with Viritech for use in hydrogen powered vehicles
and anti-counterfeiting technology using our PATit plasma
functionalised graphene based conductive inks.
Asia Pacific
The performance of both the Thailand and Korea operations
were at the lower end of expectation and, whilst we have been
able to leverage our presence in these countries to secure several
major clients for the Group as a whole including Petronas and
Vittoria sourced by the Thailand office, it has been agreed that
both entities are to be scaled back to a sales front office for the
foreseeable future. This has been a progressive process which
we will continue to monitor carefully. The Korea office concluded
a beneficial commercial settlement with iCraft to terminate the
agreement after they decided to focus on their core activities.
SILICON CARBIDE POWDERS AND TOOLING
Following prior year investment in the US and our move up the
value chain into the manufacture of cutting tools, we have seen
our silicon carbide and tooling business achieve significant
growth in FY23. Although the raw SiC powder market is limited
in scope (historically dependent on a small number of key
customers) we continue to have additional sales in that area.
The sale of SiC cutting tools is, by itself, a $900m market. Having
previously invested in the necessary plant to manufacture our
own SiC tooling and signed finishing service supply agreements
to ensure we can meet capacity demands, towards the end of
FY23 we released our first cutting tools catalogue and appointed
four additional regional manufacturer representatives who act
to introduce our product directly to end users on a commission
only basis and thereby cost effectively extend our sales reach.
The initial feedback we are receiving is very positive and we
understand our tooling is exceeding the largest competitor in
terms of durability and performance in a number of applications.
This is starting to lead to a potential sizeable demand for product
being reported by the manufacturer representatives which we
anticipate will feed through into orders in the US, hence we are
5
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp01-pp08.qxp 03/11/2023 16:58 Page 6
STRATEGIC REPORT
Strategic Report (continued)
taking steps to ensure inventory is available to support. We have
recently secured an agreement with a distributor for the UK and
Eire and are in discussions for similar arrangements in East Asia.
In addition, we have started acting as a seller of complementary
non-SiC tooling in a number of areas and are also looking to
develop further partnerships in this space through FY24.
Other products
There has been limited progress on CeramycGuard™, a one stop
solution to significantly extend the surface life of concrete assets,
for which Haydale holds the distribution rights for the UK market.
Whilst accreditation with the Drinking Water Inspectorate
(“DWI”) has not been progressed due to the DWI not having the
necessary capability at this time, we still believe that there
remains a key market in the wider, non-drinking water market.
PRODUCTION CAPACITY
Haydale invested in production capacity for its plasma
functionalisation process and ink production in FY22 and now
has sufficient capacity to meet its forecasts for the next few
years. Should additional capacity be required, Haydale has a
scaling plan to affordably and materially increase its own
internal capacity on relatively short timescales or, depending on
client volumes, arrange for a machine to be leased to a client and
charge a volume based royalty.
Likewise, there is also more than sufficient capacity for the
manufacture of SiC powder and tooling in the US to meet the
business plan for the next few years.
OVERHEADS
The Directors continued to invest in the human capital across
the wider business in FY23, strengthening the teams across UK
and US operations across the spectrum of sales, marketing,
human resources, quality control and production. Whilst there
will be further strategic hires required at the right time to
manage the anticipated growth, there is not expected to be a
need for any step change to deliver the business plan.
building the business partnerships that will get its plasma
functionalised nanomaterial solutions into the market and the
organic growth that this will bring through repeat revenues at
scale. This is concurrent to developing our own strategic
products based on our existing solutions, such as underfloor
heating, and we anticipate these, together with third party
plasma functionalisation services, will form the basis of our
future growth over the coming years in the UK.
The Directors remain mindful of the scaling challenges in both
the US and UK that need to be managed for the Company to
deliver the growth it expects to deliver as its early-stage industry
partner relationships develop.
FINANCIAL REVIEW
The Financial Review should be read in conjunction with the
consolidated financial statements of the Group and the notes
thereto. The consolidated financial statements are presented
under International Financial Reporting Standards and are set
out on pages 27 to 60. The financial statements of the Company
continue to be prepared in accordance with FRS 101 and are set
out on pages 61 to 67.
Statement of Comprehensive Income
In the year under review, the Group’s principal areas of income
were sales of specialty inks, fluids and graphene enhanced
composites and associated consultancy services from the UK and
APAC operations and sale of SiC fibres, whiskers, particulate,
blanks and tooling from the US operation. The Group’s revenue
for the year ended 30 June 2023 of £4.30 million (FY22:
£2.90 million) represents a 48% increase compared with the
previous year. Revenue derived from product sales increased by
£1.33 million during the year, driven by the US business
performance (See note 4, Segmentation Analysis).
The Group’s Gross Profit, which excludes Other Operating
Income, was £2.39 million (FY22: £1.75 million) delivering a
Gross Profit margin of 56% (FY22: 60%) which is slightly down
due to sales mix.
At the same time, the Group has also taken selective measures
to reduce costs around the organisation. The scope of these is
being extended as more focus is brought into the areas likely to
lead to profit on a short-term basis.
Other operating income, which is principally grant funded
projects, was £0.38 million (FY22: £0.44 million) consistent with
prior year after taking account of £0.06 million received in FY22
from US Covid Government Support packages.
FUTURE STRATEGIC DIRECTION
As noted above, the US operations have potential for strong
growth in the short term through the manufacture and sale of
specialised SiC tooling and complementary products. Having
historically made the necessary capital investments, the focus is
now on building the manufacturing representative network
across the US and elsewhere to get the tooling into key end
user sites.
Whilst Haydale has world
leading technology for the
functionalisation of nanomaterials, the focus for the UK is on
Adjusted administrative expenses increased by £0.74 million
(13.4%) to £6.26 million (FY22: £5.52 million) reflecting the full
year impact of investment decisions taken in FY22 partially offset
by cost savings resulting in an adjusted operating loss of
£3.49 million (FY22: £3.33 million). Total administrative
expenses for the year were £8.93 million (FY22: £7.24 million)
which, in addition to the above, reflects additional non-cash
related share-based payment expenses of £0.55 million. Also,
the Group took the decision to impair the fixed assets held in the
US and accordingly a non-cash charge of £0.53 million is included
in total administrative expenses.
6
267021 Haydale AR pp01-pp08.qxp 03/11/2023 16:58 Page 7
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
The Loss from Operations was £6.17 million (FY22: £5.06 million).
Finance costs, which include interest payable on the Group’s debt,
for the year were £0.41 million (FY22: £0.19 million).
Capital expenditure in the year, excluding the IFRS 16
adjustments, was £0.20 million (FY22: £1.00 million).
The Group continued to direct resources to research and
development with the focus for that investment on products and
processes that could develop into sustainable and profitable
revenue streams. R&D spend for the year was £1.52 million
(FY22: £1.45 million1), of which £0.42 million was capitalized
(FY22: £0.34 million). During the year the Group claimed R&D tax
credits of £0.40 million (FY22: £0.43 million) and it is expected
that this claim will be received during the current financial year.
Total comprehensive loss for the year, including £1.12 million
(FY22: £0.41 million) of one off charges relating to impairment
of tangible assets and share-based payment costs, was
£5.80 million (FY22: £4.54 million).
The loss per share for the year was £0.01 loss (FY22: £0.01 loss).
Statement of Financial Position and Cashflows
As at 30 June 2023, net assets amounted to £6.97 million (2022:
£7.05 million), including cash balances of £1.38 million (2022:
£1.19 million). Other current assets marginally decreased to
£3.15 million at the year-end (2022: £3.26 million) with modest
reductions across most areas offset by an increase in inventory
of £0.22 million at the US facility during the year. Current
liabilities reduced slightly to £2.01 million (2022: £2.28 million)
principally due to a reduction in trade and other payables.
The Right of Use Asset in respect of its leased premises decreased
to £2.20 million (FY22: £2.70 million) due to winding down of
the leases agreements. The Lease Liability which is split between
Current and Non-Current Liabilities similarly decreased to
£2.44 million (FY22: £2.92 million). These movements were
non-cash items and did not impact the cash outflow in the year.
The Company will amortise these balances over the remaining
life of the leases which varies across the sites.
The Group’s US Pension Obligations of £0.58 million (FY22:
£1.36 million) has reduced in the year due to a combination of
positive movements on investments, exchange and discount
rate movements and contributions made.
Net cash outflow from operating activities before working capital
movements for the year increased to £3.67 million (FY22:
£3.42 million), the principal contributing factors being the Loss
after Taxation of £6.17 million (FY22: £4.81 million). Cash used
in Operations increased by £0.92 million in the year to £4.09
million (FY22: £3.17 million). The Group received an R&D tax
credit inflow of £0.43 million in the year (FY22: £0.37 million). Net
cash used in operating activities increased to £3.66 million (FY22
£2.80 million).
Capital Structure and Funding
On 13 September 2022, the Company raised £5.51 million
(gross) through the placing, open offer and subscription of
275,516,784 new Ordinary Shares at 2.00 pence per share.
Consequently, at 30 June 2023 the Company had 785,852,475
ordinary shares in issue (2022: 510,335,691). No options were
exercised into ordinary shares during the year (FY22: Nil).
The Group’s total borrowings at the year-end were £1.37 million
(2022: £1.35 million), of which £1.21 million was in the UK and
the balance in the Group’s US subsidiaries. The UKRI Innovation
loan has a quarterly liquidity covenant until April 2024 with
which the Group has been in full compliance through the
reporting period. There are no financial covenants extant in
respect of the UK bounceback
loan of £0.03 million
(FY22: £0.04 million) or the Group’s US borrowings.
Post Balance Sheet Event
On 3 October 2023, the Company raised £5.1 million (gross)
through a placing, retail offer and subscription of 1,012,609,000
new Ordinary Shares at 0.5 pence per share. The funds raised will
be principally used to fund the general working capital needs of
the business. As part of this process, the Company’s share capital
was restructured to in effect reduce the nominal value of each
ordinary share from 2.0 pence to 0.1 pence.
Save for 576 shares issued following an exercise of warrants, all
other warrants issued following the fundraise on 13 September
2022 of 138,758,392 lapsed on 14 September 2023 and are no
longer exercisable.
Key Performance indicators
The Group has historically reported financial metrics of revenues,
gross profit margin, adjusted operating loss, cash position and
other metrics as its key performance indicators and these are set
out below.
FY23 (£m) FY22 (£m)
Revenue 4.30 2.90
Gross profit margin 56% 60%
Adjusted operating loss (3.49) (3.33)
Cash position 1.38 1.19
Borrowings (1.37) (1.35)
During the year under review, management also used a sales
tracker, a non-financial performance metric to monitor the
revenue pipeline of the business. The sales tracker monitors the
number of accredited leads and assigns a probability of revenue
realisation to those leads.
1 Based on calculations submitted to HMRC for the R&D tax credit.
7
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp01-pp08.qxp 03/11/2023 16:58 Page 8
STRATEGIC REPORT
Strategic Report (continued)
SECTION 172(1) STATEMENT
The Directors acknowledge their duty under s.172 of the
Companies Act 2006 (“s.172”) and consider that they have both
individually and together acted in the way that, in good faith,
would be most likely to promote the success of the Company for
the benefit of its members as a whole, having regard to the
matters set out in s.172.
The Directors have set out the ways in which they look to fulfil
their duties in the year at section 3 of the Chair’s Corporate
Governance Statement on page 13 to 14.
PRINCIPAL RISKS AND UNCERTAINTIES
The Board considers that the principal risks and uncertainties
facing the Group may be summarised as follows:
Health and Safety
Many of the Group’s products are advanced materials that are
nano in size and, although there is little actual evidence of any
health risks associated with the handling of the Group’s
products, there is a theoretical risk that the Group’s products
could be a danger to health if an individual is exposed to and/or
inhales/ingests some of the Group’s products. The Group takes
health and safety very seriously and manages the potential
health and safety risk by regular staff training, well maintained
facilities and restricting activities to only certain qualified
individuals. The UK facilities are ISO 9001 and ISO 14001
accredited and the Thailand facility has ISO 9001 accreditation.
A detailed health and safety report is provided to the Board each
month and is a standing agenda item at scheduled Board
meetings.
Timely Adoption of the Group’s Products
While the Group makes every effort to establish realistic
timelines for customer engagement, testing and purchasing of
Haydale’s products, there are often unforeseen delays (by both
parties) in forecasting the commencement of sales. There may
be regulatory hurdles to overcome and end-customer risk
aversion in accepting a new nanomaterial enhanced product or
other competitive considerations. The focus on commercial
product sales remains an absolute priority, notwithstanding that
the timing and adoption of Haydale’s newly developed product
lines remains difficult to predict.
Intellectual Property Risk
The Group’s success will depend in part on its ability to continue
to innovate to keep itself ahead of the competition, especially in
and around plasma functionalisation, and maintain adequate
protection of its resulting IP portfolio, covering its manufacturing
process, additional processes, products and applications. The IP
on which the Group’s business is based is a combination of
granted patents, patent applications and confidential know-how.
Internal procedures and controls are in place to capture and
exploit all generated IP as well as to protect, limit and control
disclosure to third parties and partners. The Group aims to
mitigate any risk that any of the Group’s patents will not be held
valid if challenged, or that third parties will claim rights in, or
ownership of, the patents and other proprietary rights held by
the Group through general vigilance, regular international IP
searches as well as monitoring activities and regulations for
developments in copyright/intellectual property law and
enforcement. The Group retains third party professional experts
to advise and assist on all matters relating to IP.
Information and Communications Technology (“ICT”) Risk
The inability to access data for a period of time either due to
systems failures or the unauthorised intervention of malicious
parties may severely impact the Group’s ability to conduct its
day-to-day business, lead to the loss of sensitive information or
result in loss of funds in a ransomware attack.
The Group aims to mitigate these threats by maintaining a
third-party ICT support agreement with a respected contractor,
ensuring industry standard cyber security procedures are
followed, setting out clear
for
communicating potential ICT breaches and by providing
adequate staff training on the cyber security risk that all users
face. In the event that these procedures are inadequate the
Group maintains a business continuity plan with our service
provider that covers longer term denial of access.
internal procedures
Dependence on Key Personnel
The Group’s business, development and prospects are dependent
upon the continued services and performance of its Directors and
other key executives. The experience of the Group’s personnel
helps provide the Group with a competitive advantage. The
Directors believe that the loss of services of any existing key
executives, for any reason, or failure to attract and retain
necessary additional personnel, could adversely impact on the
business, development, financial condition, results of operations
and prospects of the Group. The Group aims to mitigate this risk
by providing well-structured and competitive reward and benefit
packages that allow it to attract and retain key employees.
Financing Risk
Until such time as the Group is profitable and cash flow
generative, it will periodically need to raise additional funding to
cover its ongoing working capital needs. The Group may be unable
to access additional debt or equity capital or to raise funds on
acceptable terms. In the event that the resources available to the
Group are insufficient then this could have a materially adverse
impact on the implementation of the Group’s strategy, operations
and financial status. The Group mitigates this risk by active
engagement with its major shareholders, advisers and bankers.
By order of the Board
David Banks
Chair
25 October 2023
8
267021 Haydale AR pp09-pp21.qxp 03/11/2023 16:58 Page 9
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
Board of Directors
The Haydale board consists of experienced commercial directors from a range of industries
that include engineering, retail, finance and accounting, and technology. Brief biographies
of each of the directors are set out below.
David Banks,
Non-Executive Chair
David Banks started in stockbroking in Birmingham in 1979 with
Harris, Allday, Lea and Brooks before moving to London and
becoming an Institutional Salesman at Panmure Gordon where
he was acclaimed in the Automotive, Engineering, Aerospace
and Motor Distributors sectors. He subsequently became a
Corporate Broker advising many companies on their Corporate
Structure, Strategy, Messaging and Presentations. He also raised
the Capital for many of these Companies both at IPO and in
Secondary fund raises. David joined Haydale as Non-executive
Chair in July 2017.
David has significant city experience and has advised companies
in the Automotive, Aerospace and Motor Distribution sectors on
their corporate structure, strategy messaging and presentation.
He has experience of raising capital for growing companies and
is responsible for liaison with our major shareholders.
Keith Broadbent,
Chief Executive Officer
Prior to joining Haydale, Keith held a number of senior
operational and commercial positions which covered aerospace,
defence, automotive, marine and medical sectors. His experience
includes significant multi-site responsibilities in both the UK and
internationally and he has worked for Princess Yachts
International, Sunseeker, TT Electronics and most recently Ultra
Electronics. Keith has demonstrated a strong track record in the
delivery of budgets, high level customer service and enhancing
shareholder value. Keith joined Haydale in July 2017 and was
appointed the Group’s Chief Executive Officer in March 2019.
Keith holds an MBA from Derby University and this, coupled with
his customer contact and manufacturing experience across
a number of different sectors encompassing design, supply chain,
manufacture, commercial and financial elements of business, are
a key skill requirement in the ongoing journey moving Haydale
into a market led commercial scale manufacturing organisation
putting people at the centre of the enterprise strategy.
Patrick Carter,
Chief Financial Officer
Prior to joining the Company, Patrick has had over 20 years’
experience as CFO across a range of business sectors with a
number of AIM listed and private equity backed international
businesses undergoing change. Before that he worked for
Deloitte. Patrick joined Haydale as CFO in June 2023. He is
a qualified Chartered Accountant and Barrister and brings
significant commercial experience to the role.
Graham Eves,
Non-Executive Director
Graham Eves joined GKN plc in 1967 where he spent 13 years
operating across multiple overseas jurisdictions including, for the
last 5 years, setting up and running a special operation for GKN plc’s
head office in Switzerland. He returned to the UK in 1980 to work
in venture capital and establish his own international business
consultancy. His main activities covered advising a range of German,
North American and Japanese automotive component/technology
suppliers and he co-founded and was chair of an automotive
technology company, Mechadyne (now part of Rheinmetall
Automotiv AG). Graham was a non-executive director of
AB Dynamics plc from flotation until September 2020. He was on
the AIM advisory committee of the London Stock Exchange (“LSE”)
for 6 years.
Graham is a Non-Executive Director of iVapps (UK) Limited. He has
an extensive range of international business contacts and years of
experience of negotiating technology licence deals. He is particularly
interested in the challenges of growing and structuring small high
technology companies so that they can find their places on the
world stage.
Theresa Wallis,
Non-Executive Director
Theresa Wallis worked most of her executive career in financial
services, moving into technology commercialisation in 2001. She
was with the LSE for 13 years, where from 1995 to 2001 she was
COO of AIM, having managed the market’s development and
launch. From 2001 to 2006 she was a principal executive of
ANGLE plc, a venture management and consulting business
focusing on the commercialisation of technology. Since 2001 she
has held a number of non-executive directorships, including
LiDCO Group plc where she was non-executive chair, Veriton
Pharma Ltd and the Quoted Companies Alliance. Prior to joining
the LSE, she worked for Hambros Bank and then Canadian
Imperial Bank of Commerce in London.
Theresa has a background in business development and
technology commercialisation alongside her experience of
working with AIM and other companies at a similar stage of
development. She brings a range of corporate governance,
business development, financial and commercial experience to
the Company and holds a Diploma in Company Direction from
the Institute of Directors. Theresa joined the Board of Haydale
in June 2020.
9
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp09-pp21.qxp 03/11/2023 16:58 Page 10
GOVERNANCE
Directors’ Report
The directors present their report and the audited financial statements for Haydale Graphene Industries Plc (the “Company”), a public
company incorporated and registered in England and Wales with company number 07228939, and its subsidiaries (together the
“Group”) for the year ended 30 June 2023.
There are a number of items required to be included in the Directors’ Report which are covered elsewhere in the annual report.
Details of directors’ remuneration and share options are given in the Directors’ Remuneration Report, details of the use of financial
instruments and financial risk management objectives and policies are given in note 22 of the financial statements and the Strategic
Report on pages 3 to 8 covers the following matters:
•
•
•
•
Review of the Business and Future Developments;
Post Balance Sheet Events;
Key Performance Indicators; and
Research and Development.
Statement of Directors’ Responsibilities in respect of the Annual Report and the Financial Statements
The directors are responsible for preparing the strategic report, the annual report and the financial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected
to prepare the Group financial statements in accordance with International Financial Reporting Standards as adopted by the UK (IFRSs)
in conformity with the requirements of the Companies Act 2006 and the Company financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law,
the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and Company and of the profit or loss for the Group for that period. The directors are also required to prepare
financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the AIM market.
In preparing these financial statements, the directors are required to:
–
Select suitable accounting policies and then apply them consistently;
– Make judgements and accounting estimates that are reasonable, relevant, reliable and prudent;
–
–
–
State whether they have been prepared in accordance with IFRSs in conformity with the requirements of the Companies
Act 2006;
For the Parent Company financial statements, state whether applicable UK accounting standards have been followed, subject
to any material departures disclosed and explained in the financial statements; and
Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the
Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure
that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding
the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the Group’s website. Legislation in the United Kingdom governing
the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Dividends
The directors do not propose the payment of a dividend (2022: Nil).
Directors
Except as stated below, the following directors have held office since 1 July 2022 and up to the date of signing the financial statements:
David Banks
Keith Broadbent
Mark Chapman (resigned 5 June 2023)
Patrick Carter (appointed 5 June 2023)
Graham Eves
Theresa Wallis
Ryan Howard (appointed 1 November 2022
resigned 1 August 2023)
10
267021 Haydale AR pp09-pp21.qxp 03/11/2023 16:58 Page 11
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
Directors’ Interests in Ordinary Shares
The directors had the following interests in ordinary shares of the Company at the 30 June 2023 and at the date of this report:
Director
David Banks
Keith Broadbent
Patrick Carter
Graham Eves
Theresa Wallis
Number of
Shares at
30 June
2023
5,000,000
1,952,381
–
142,857
1,011,904
% of
Share
Capital
0.77
0.30
–
0.02
0.16
Number of
Shares at
25 October
2023
8,000,000
4,952,381
1,000,000
142,857
2,011,904
% of
Share
Capital
0.44
0.28
0.06
0.01
0.11
Directors’ and Officers’ Liability Insurance
Qualifying indemnity insurance cover has been arranged in respect of the personal liabilities which may be incurred by directors and
officers of the Group during the course of their service with the Group. This insurance has been in place during the year and on the
date of this report.
Foreign Currency, Interest Rate, Credit and Liquidity Risk
The directors do not consider any of these potential risks to pose a significant risk to the Group or its operations over the coming
year. See note 22, Financial Instruments, for further details.
Going Concern
The directors have prepared and reviewed detailed financial forecasts of the Group and, in particular, considered the cash flow
requirements for the period from the date of approval of these financial statements to the end of June 2025. These forecasts sit
within the Group’s latest estimate and within the longer-term financial plan, both of which have been updated on a regular basis.
The directors are also mindful of the impact that the other risks and uncertainties set out on page 8 may have on these estimates
and in particular the speed of adoption of new technology.
As part of this review the directors have considered scenarios based on revenue, cost and funding sensitivities.
Revenue
Various sensitivities have been applied to forecasted revenue including a stress test scenario which reduces forecasted revenue by
circa 14% in FY24 and 9% in FY25, to the point where the Group would breach its available cash resources in November 2024. With
respect to this ‘stress test’ the Group has circa 28 per cent of that sensitised revenue within forward orders, contractual or some
other form of customer assurance which have a high degree of certainty.
Cost Mitigation
The directors have included some limited assumptions regarding cost savings that might be achievable if the forecast fails to meet
the forecasted or sensitised estimates, and these have been phased in gradually over the 12-month period to October 2024.
Customer Solvency and Contractual Commitments
As part of this review the directors have assessed the solvency of key customers and their ability to deliver on their contractual or
other commitments on the basis of publicly available information and have taken account of these assessments in their forecasts.
Future revenue related to certain contractual commitments have been heavily discounted given the lack of available data and trading
history with the Group.
11
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp09-pp21.qxp 03/11/2023 16:58 Page 12
GOVERNANCE
Directors’ Report (continued)
Summary
Therefore, after due consideration of the forecasts prepared, the sensitivities applied and the Group’s current cash resources after
the equity fund raise in October 2023 and the terms of its debt facilities, the directors consider that the Company and the Group
have adequate financial resources to continue in operational existence for the foreseeable future (being a period of at least 12 months
from the date of this report), and for this reason the financial statements have been prepared on the going concern basis.
Whilst the directors believe that the going concern basis is appropriate at the date of this report, the Board is mindful that the net
proceeds of the fund raise will be insufficient to fund the cash requirements of the Group through to a position where it is able to
fund itself from its own cashflow. The Board continues to pursue the possibility of securing additional debt facilities to provide
additional liquidity. In the event that such debt facilities are not available or are unavailable in sufficient quantum it is very likely
that the Group would need to raise additional equity funding in the future and, whilst the directors believe that future equity funding
would be available, there can be no guarantee that sufficient funds could be raised at a later date. Any additional equity financing
may be dilutive to Shareholders.
Disclosure of information to auditors
All of the current directors have taken all the steps that they ought to have taken to make themselves aware of any information
needed by the Company’s auditors for the purposes of their audit and to establish that the auditors are aware of that information.
The directors are not aware of any relevant audit information of which the auditors are unaware.
Independent auditors
The auditors have expressed their willingness to continue in office and a resolution concerning their reappointment will be proposed
at the annual general meeting.
Statement by the Directors
The directors consider the annual report and accounts, taken as a whole is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company’s position and performance, business model and strategy.
By order of the Board
David Banks
Chair
25 October 2023
12
267021 Haydale AR pp09-pp21.qxp 03/11/2023 16:58 Page 13
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
Chair’s Corporate Governance Statement
Overview
As Chair of the Board of Directors of the Group, it is my responsibility to ensure that Haydale has both sound corporate governance
and an effective Board. This is achieved by maintaining a corporate governance framework that includes regular meetings of the
Board and its committees, with informative, relevant and timely information flow. The Board members have extensive experience
of managing AIM companies, including knowledge of the AIM Rules and the Market Abuse Regulations. Haydale adopts the Quoted
Companies Alliance Corporate Governance Code (“QCA Code”) and this report follows its structure and explains how we have applied
it. The principal methods of communicating our application of the QCA Code are this Annual Report and through our website,
at www.haydale.com.
Below are the Company’s explanations of how it has complied with the 10 principles of the QCA Code during the year.
QCA principles
1. Establish a strategy and business model which promotes long-term value for shareholders
The Board believes the highest medium and long-term value can be delivered to its shareholders by the adoption of the following
vision statement for the Company: To be a world leader in the revolutionary development of plasma functionalisation of advanced
performance-enhancing materials and nanomaterials across all industry sectors, providing cutting-edge technological solutions to
improve people’s life experience. To achieve this, the Company aims to grow organically and, if necessary, by acquisition, to extend
the Group’s client base and geographical penetration and use its existing expertise and global reach to generate commercial
opportunities in the high growth advanced materials industry. The Group’s business model, together with the principal risks and
uncertainties facing the Group, are set out in the Strategic Report on pages 3 to 8 of this Annual Report. The directors intend that
the strategy will deliver shareholder returns initially through capital appreciation and eventually through distributions via dividends.
The Group’s values underpin its approach to growth and are addressed in paragraph 8.
2. Seek to understand and meet shareholder needs and expectations
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders.
The directors meet shareholders and other investors or potential investors during the year, especially following the announcement
of the Annual and Interim Results. The Company also hosts broker and analyst meetings. The website provides contact details for
investor relations enquiries and David Banks is the director appointed as the main point of contact for shareholder liaison.
The Company intends to have close ongoing relationships with its larger private shareholders, institutional shareholders and analysts
and for them to have the opportunity to discuss issues and provide feedback at meetings with the Company. The Company receives
reports from its corporate registrar and from Argus Vickers to facilitate these relationships. When possible, the whole Board attends
the Company’s Annual General Meeting (“AGM”), which is regarded as an opportunity to meet, listen and present to shareholders,
all of whom are encouraged to attend. The Company held its 2022 AGM at its registered office at Clos Fferws, Parc Hendre,
Capel Hendre, Ammanford, SA18 3BL on 29 November 2022 (“2022 AGM”). As with recent AGMs, provision was made to allow those
shareholders who were unable to attend the AGM to ask questions of the directors by email as well as submit their votes in advance
by proxy. The outcomes of each of the AGM votes are announced following the meeting. If there is a resolution passed at a general
meeting with a significant number of votes against, as was the case at the 2022 AGM, the Board engages with the relevant
shareholders, where possible, to understand the reason for the result and, where appropriate, takes suitable action.
FinnCap (now Cavendish) as the Company’s broker and nominated advisor regularly briefed and kept the Company appraised of
market and regulatory developments as they affect the Company and feedback from shareholders and potential investors.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Board is mindful of its statutory duty under s.172 of the Companies Act and the directors have acted in a way that they considered,
in good faith, to be most likely to promote the success of the Company for the benefit of its shareholders as a whole, and in doing
so, had regard amongst other matters to the:
•
•
•
•
•
•
foreseeable or likely consequences of any decision in the long term;
interests of the Company’s employees at each of its five facilities;
need to foster the Company’s business relationships with suppliers, customers and other stakeholders;
impact of the Company’s operations on the community and the environment;
importance of the Company maintaining a reputation for high standards of business conduct; and
the need to act fairly as between members of the Company.
13
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp09-pp21.qxp 03/11/2023 16:58 Page 14
GOVERNANCE
Chair’s Corporate Governance Statement
(continued)
In doing so, the Board recognises the Company is reliant upon the efforts of the employees of the Company and its collaboration
partners, suppliers, regulators and other stakeholders whether they are identified under s.172 or not. The Board ensures that there
is close oversight and contact with its key resources and relationships by various means. The following paragraphs set out how
we engage with our stakeholders.
Everyone within the Group is a valued member of the team, and our aim is to help every individual achieve their full potential.
We offer equal opportunities regardless of race, gender, gender identity or reassignment, age, disability, religion or sexual orientation.
The challenges raised by the Covid-19 pandemic in early 2020 required the Company to adapt its procedures to comply with national
and local guidance in the jurisdictions in which it operates. Health and safety of our team remains a priority, and compliant protocols
are maintained at our sites. The Company is still of a size where the executive directors know all of the team and employees are
aware that they are able to contact the senior leadership directly to ask questions on any topic that concerns them.
The Group has continued to invest in staff training to ensure that employees have the skills to meet their responsibilities as part of
a modern international operation with specific focus on health and safety related training at, initially, the Ammanford site, which has
subsequently been rolled out across the other sites as the Group prepares for higher material throughput.
The Company prepares a detailed budget annually which takes into account the Group’s strategy and its available key resources
including staffing, working capital, production capacity and functionalisation capabilities. In depth analysis and reviews inform the
development of each business unit’s budget and taken together these form the basis of the Company’s annual budget. Subsequently,
the ongoing review of performance against the budget facilitates an on-going dialogue on the goals, targets and aspirations of the
Company and of each of the business units. This two-way communication provides each strategic business unit with the opportunity
to raise issues and provide feedback to the Board via the executive members. These feedback processes help to ensure that the
Company can respond to new issues and opportunities that arise to further the success of the Group.
The Company has close on-going relationships with a broad range of its stakeholders and, as set out above, provides them with the
opportunity to raise issues and provide feedback to the Company. The Company seeks regular feedback from its stakeholders which
include employees, industry participants, such as customers, graphene producers, R&D facilities, including universities and academic
institutions, whilst simultaneously embracing influential movers within the advanced materials industry who may positively
influence perception of the Company. This feedback is generally but not exclusively received through formal performance reviews
(employees) and meetings held in the ordinary course of business with other stakeholders such as customers, suppliers and partners.
Feedback received is reviewed and considered with any changes required being actioned appropriately. The Company communicates
with its stakeholders and takes account of their feedback in order to develop products that meet the needs of their customers and
that can be supplied reliably, cost effectively and in line with applicable standards.
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board oversees and reviews the Group’s risk management and internal control mechanisms.
The risk register was reviewed in detail at regular intervals during the year by the executive directors in conjunction with other senior
managers as well as the Audit Committee and the full Board. The risk register sets out the assessed risks and the key actions and
processes to mitigate those risks and the individual or group responsible for ensuring that these are performed.
The review process involves the review and identification of risks, assessment to determine the relative likelihood of them impacting
the business and the potential severity of the impact and determination of what needs to be done to minimise their likelihood
and/or mitigate their impact. The risk register sets out and categorises these risks and outlines the controls and any further
actions required.
The risk register was considered by the Audit Committee at its meeting in February 2023. The principal risks and uncertainties to
the business and steps to mitigate them are set out in the Strategic Report in this Annual Report on page 8.
The Board has established appropriate reporting and control mechanisms. The system of internal control is structured around the
risks set out in the risk register and is designed to address those risks that the Board considers to be material, to safeguard assets
against unauthorised use or disposition and to maintain proper accounting records which produce reliable financial and
management information.
14
267021 Haydale AR pp09-pp21.qxp 03/11/2023 16:58 Page 15
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
Further key features of the Company’s internal control system include the following:
•
Close management of the business by the executive directors;
• Monthly management accounts information is prepared and reviewed by the Board, including variances against the annual
budget, latest expectations, market guidance issued by the Company’s brokers and prior year;
•
•
•
•
There is a schedule of matters reserved for decision by the Board;
A clearly defined organisational structure is in place, with clearly delegated authorities, reporting lines and roles;
Defined levels/limits for authorisation of expenditure and placing of orders and clearly set out authorisation procedures; and
Quality management systems are implemented and regularly audited by an independent third party. The UK operations are
ISO 9001:2015 and ISO 14001:2015 certified and the Thailand facility is ISO 14001:2015
5. Maintain the Board as a well-functioning, balanced team led by the Chair
The Board comprises two executive directors and three non-executive directors as follows:
Executives
•
Chief Executive Officer: Keith Broadbent;
•
Chief Financial Officer: Patrick Carter;
Non-executives
•
Non-executive Chair: David Banks;
•
•
Non-executive: Graham Eves; and
Non-executive: Theresa Wallis.
Biographical details of the Directors can be found here at www.haydale.com or in this Annual Report on page 9.
All the non-executive directors are expected to dedicate at least 24 days per annum to the Company. Mr Broadbent and Mr Carter
are full time. Any director who was not appointed or re-appointed at one of the preceding two annual general meetings shall retire
from office and be subject to re-election at the next AGM.
Graham Eves, a non-executive director of the Company, has served as an independent non-executive director for more than nine
years, having been appointed in January 2014. The Board has decided that in line with best practice corporate governance, it would
annually consider Mr Eves’ ongoing independence as a non-executive director and that he would submit himself for annual
re-election at the Company’s Annual General Meeting. As at the date of this report, the Board considers Mr Eves to be independent.
Board meetings are open and constructive, with every director participating fully. Senior management may also be invited to meet
with the Board, providing further insights into the Company’s activities and performance. The full Board met 28 times in the year.
Regular board meetings are scheduled in advance, but the Board also meets as and when required. In order to be efficient, the
directors meet formally and informally in person, by video conference or telephone. Board papers are prepared by the relevant
personnel and usually circulated to the Board at least 48 hours before meetings, allowing time for consideration and necessary
clarifications before the meetings. Directors are free to seek any further information they consider necessary.
The non-executive directors meet without the presence of the executive directors during the year, and also maintain ongoing
communications with executives between Board meetings.
Terms of reference for each of the Board’s Committees are published on the Group’s website. The Company believes that the
Committees have the necessary skills and knowledge to discharge their duties effectively. Summaries of the key activities of each of
the Board’s Committees during the year under review are set out on page 18 to 19 of this Annual Report.
15
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp09-pp21.qxp 03/11/2023 16:58 Page 16
GOVERNANCE
Chair’s Corporate Governance Statement
(continued)
During the year ended 30 June 2023, the Company held 28 board meetings (FY22: 20), with each member’s attendance as follows:
Director
David Banks
Keith Broadbent
Graham Eves
Mark Chapman
Theresa Wallis
Ryan Howard
Patrick Carter
Number of board meetings attended
Scheduled
FY23
Ad hoc Total
FY23 FY23
7/7
7/7
7/7
6/6
7/7
1/4
1/1
21/21 28/28
21/21 28/28
20/21 27/28
19/19 25/25
21/21 28/28
5/9 6/13
2/2 3/3
Total
FY22
20/20
20/20
19/20
19/20
19/20
–
–
Attendance at the Company’s audit, remuneration and nomination committee meetings during FY23 and the prior year were
as follows:
Number of committee meetings attended
Committee member Audit Remuneration Nomination
David Banks
Graham Eves
Theresa Wallis
FY23
FY22
4/4
4/4
4/4
5/5
5/5
5/5
FY23
9/9
9/9
9/9
FY22 FY23
FY22
3/3 5/5
3/3 5/5
3/3 5/5
–
–
–
6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The Company believes that the directors have an appropriate breadth and depth of skills, knowledge and experience to fulfil their
roles, reflecting a broad range of personal, commercial and professional skills across geographies and relevant sectors and experience
of public markets. Details of the directors’ experience and areas of expertise and the relevant skills each director brings to the Board
are outlined on page 9 of this Annual Report and on the Company’s website.
In addition to their general board responsibilities, non-executive directors are encouraged to be involved in site visits and meetings,
in line with their individual areas of expertise.
The Company has employed the services of ONE Advisory Limited to provide company secretarial and MAR compliance services.
Matt Wood, a director of ONE Advisory Limited, is Haydale’s Company Secretary.
If required, the directors are entitled to take independent professional advice at the Company’s expense in accordance with the
relevant Board agreed procedure.
In addition, the Company is a member of the QCA and as such all the directors have access to briefings issued by the QCA and also
access briefings, updates and events offered by other professional advisory firms.
16
267021 Haydale AR pp09-pp21.qxp 03/11/2023 16:58 Page 17
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Chair performs a continuous assessment of the individual and collective performance of the Board in an informal and collegiate
way through dialogue and meetings. As previously reported, during the prior year (FY22), the Chair led a more formal evaluation
exercise through a structured questionnaire that was completed by the non-executive directors. Since then, the Chair has assessed
the questionnaire feedback, held discussions with each of the directors and provided a report of his findings to the Board, concluding
the formal process. This was the Company’s first Board evaluation. Recommendations included enhancements to the reports
provided to Board meetings. The Board’s intention is for a further review to be performed in the current year.
Making recommendations relating to board succession planning is one of the responsibilities of the Nomination Committee as set
out with regard to Principle 9 on page 19. Below the main Board, the CEO seeks board approval for his recommendations on changes
to the directors of subsidiary companies.
8. Promote a corporate culture that is based on ethical values and behaviours
The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Company as a whole and
that this will impact the performance of the Company. The Board is very aware that the tone and culture set by the Board will greatly
impact all aspects of the Company as a whole and the way that employees behave.
The Company is working towards the goal of a “one team” shared culture that supports an open and respectful dialogue with
employees, clients and other stakeholders, and is underpinned by sound ethical values and behaviours. These values are reinforced
at the regular team and site performance reviews and also at inter-site meetings which, amongst other areas, cover sales, marketing,
technical and health and safety matters.
The Company has implemented a quality system based on the rigorous standards of BS EN ISO 9001 and 14001 and adherence to
this quality system is mandatory throughout the Company. All employees are encouraged to take responsibility for the quality of
their own workmanship and to work with their colleagues towards maintaining our ISO standards.
To ensure we meet the high standards that we set ourselves employees are normally formally appraised each year and clear personal
objectives are set out within personal development plans. Individual training needs are defined by these reviews and this training is
combined with wider department and group training initiatives.
The Board attaches great importance to the health and safety of its employees and stakeholders who handle or use the Group’s
products. Health and safety is a standing item on the Board’s agenda, with reports reviewed by the Board at each scheduled board
meeting. The Company’s Health and Safety policy and the respective site Health and Safety plans are enforced rigorously.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The Board is committed to, and ultimately responsible for, high standards of corporate governance, and has chosen to adopt the
QCA Corporate Governance Code. We review our corporate governance arrangements regularly and expect to evolve these over
time, in line with the Company’s growth. The Board delegates responsibilities to committees and individuals as it sees fit, with the
Chair being responsible for the effectiveness of the Board, and the executive directors being accountable for the management of
the Company’s business and primary contact with stakeholders.
The Chair is responsible for the leadership of the Board and ensuring its effectiveness in all aspects of its role. He is also responsible
for creating the right Board dynamic and for ensuring that all important matters receive adequate time and attention at Board
meetings. He is also the director appointed as the main point of contact for shareholder liaison. The CEO is responsible for the
day-to-day running of the business as well as developing corporate strategy while the non-executive directors are tasked with, for
example, constructively challenging the decisions and recommendations of executive management and satisfying themselves that
the systems of business risk management and internal financial controls are appropriate.
17
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp09-pp21.qxp 03/11/2023 16:58 Page 18
GOVERNANCE
Chair’s Corporate Governance Statement
(continued)
The Board has adopted appropriate delegations of authority which sets out matters which are reserved to the Board as summarised
below:
•
•
•
•
•
•
•
•
•
•
•
The Group’s strategy and vision;
Determining management’s performance;
Board membership and membership of subsidiary boards;
Approval of major capital expenditure;
Financial reporting, risk management and internal controls;
Contracts, including potential acquisitions or investments in new projects or products;
Corporate governance;
Approval of annual budgets;
Approval of annual and interim reports;
Approval of changes in equity or debt funding; and
Dividend recommendations and policy.
The Board delegates certain duties and, where applicable, authority, to the following three board Committees to assist in meeting
its business objectives whilst ensuring a sound system of internal control and risk management. The Committees meet independently
of Board meetings.
Audit Committee
The Audit Committee has three members, Theresa Wallis (Chair), Graham Eves and David Banks. The CFO, CEO and external auditors
normally attend meetings by invitation. The Audit Committee is responsible for assisting the Board in fulfilling its financial and risk
responsibilities. The Audit Committee oversees financial reporting, risk management and internal control, advises the Board on the
appointment and removal of the external auditor and discusses the nature, scope and results of the audit with the auditors. The Audit
Committee reviews the extent of non-audit services provided by the auditors and reviews with them their independence and
objectivity. The Audit Committee plans to meet not less than three times in each financial year.
During the year the Committee met four times. The Committee met in September and October 2022 to consider the draft report
and accounts for the year ended 30 June 2022, including the key judgements and estimates including revenue recognition, going
concern, carrying value of intangible assets, and valuation of the defined benefit pension scheme as well as the independence of
the auditors and their fees, which it subsequently recommended to the Board for approval. The Committee reviewed the feedback
from the auditors (Crowe UK LLP) as set out in their draft Audit Status Update to the Board at the first meeting.
The third meeting of the Committee was held in February 2023 to consider the draft interim results and receive updates on the risk
register and the Group’s internal control mechanisms.
The fourth meeting of the Committee was held in June 2023. The meeting considered the audit plan for the Group for the FY23 audit
and the terms of engagement between the Company and Crowe UK LLP.
During two of these meetings, a discussion took place between the Audit Committee and the auditors without management
being present.
18
267021 Haydale AR pp09-pp21.qxp 03/11/2023 16:58 Page 19
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
Remuneration Committee
The Remuneration Committee has three members, David Banks (Chair), Graham Eves and Theresa Wallis. The members are all
non-executive Directors. Other members of the Board may attend the Committee’s meetings at the request of the Committee Chair.
The remit of the Committee is primarily to ensure that the executive directors are provided with appropriate remuneration
packages. The Committee reviews the performance of the executive directors and considers matters relating to their terms of
employment and remuneration, including short term bonus and long-term incentives. The Remuneration Committee considers
the granting of share options pursuant to the Company’s share option scheme. The Remuneration Committee plans to meet at
least twice a year and will meet on other occasions as and when required. The Committee met nine times during the year.
The Directors’ Remuneration Report is on pages 20 to 21.
Nomination Committee
The Nomination Committee has responsibility for evaluating the structure, size and composition of the Board in order to ensure a
suitable balance of experience, knowledge, skills and independence, as well as for recommending to the Board the appointment of
executive and non-executive directors. The Committees’ Terms of Reference may be found on the Company’s website.
The Nomination Committee has three members, Graham Eves (Chair), David Banks and Theresa Wallis. The Committee met
five times during the year reflecting the requirement to appoint a new CFO following the decision of the previous incumbent to step
down.
As with many small companies, due to financial constraints and limited human resources, internal opportunities for succession to
Board director roles are circumscribed.
10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant
stakeholders
As stated in relation to Principle 2, the Board is committed to maintaining effective communication and having constructive dialogue
with its shareholders. We communicate through our Interim and Annual Reports along with Regulatory News Service announcements.
We also use the Company’s website for both financial and general news relevant to shareholders. The Company’s AGM results are
available to view on the Company’s website and all resolutions tabled at the Company’s 2022 AGM were passed.
The Company keeps in mind the proportions of direct, nominee and institutional shareholders, and distributes communications
accordingly.
The latest corporate documents (including Annual Reports and Notices of AGMs) can be found on the Company’s website.
Investors also have access to the latest information about the Group which is set out on the Company’s website at www.haydale.com.
The Company uses electronic communications with shareholders, where possible, to maximise efficiency.
A summary of the work carried out by the Audit, Remuneration and Nomination committees during the year is set out in section 9
above.
By order of the Board on 25 October 2023
David Banks
Chair
19
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp09-pp21.qxp 03/11/2023 16:58 Page 20
GOVERNANCE
Directors’ Remuneration Report
REMUNERATION COMMITTEE
The Company’s remuneration policy for executive directors is the responsibility of the Remuneration Committee. The terms of
reference of the Remuneration Committee are outlined below and, in the Chair’s Corporate Governance Statement on page 19.
The members of the Remuneration Committee during the year under review were David Banks (Chair), Graham Eves and Theresa
Wallis. The provisions of the 2006 Companies Act in respect of the Directors’ Remuneration Report have been applied to this report.
Under the terms of reference of the Remuneration Committee, the remuneration of the Company’s non-executive directors
(including the chair of the Board, if a non-executive) is a matter for the Board.
Directors’ remuneration for the year to 30 June 2023 is set out on page 21.
The Remuneration Committee terms of reference require it to determine remuneration packages needed to attract, retain and
motivate executives of the quality required (but to avoid paying more than is necessary for this purpose) and to ensure that
performance related elements of remuneration are designed to support alignment with the long-term interests of shareholders
and to give such executives incentives to perform at the highest levels. The Committee met nine times during the year to discuss
these matters.
Equity Based Incentive Schemes
The Remuneration Committee believes that equity-based incentive schemes provide a strong incentive for retaining and attracting
high calibre individuals.
On 13 January 2020, the Company adopted an EMI share option scheme (“EMI Scheme”) and on 8 July 2020 the Company adopted
a Stock Appreciation Rights Plan (“SAR Scheme”) for the Group’s wholly owned US subsidiary, Haydale Technologies Inc. The EMI
Scheme and the SAR Scheme are designed to align the interests of the Directors and other employees with those of shareholders,
as set out below.
On 14 November 2022, under the EMI Scheme, the Company granted a total of 13,200,000 options (“EMI Options”) to the Company’s
executive directors and a further 6,500,000 EMI Options were granted to directors of UK subsidiaries and 1,500,000 SAR Options
granted to directors of the US subsidiaries. The EMI Options granted in November 2022 have an exercise price of 2.25p and their
vesting is subject to, amongst other conditions, certain performance criteria linked to the share price of the Company being met in
the period to November 2025.
As at 30 June 2023, the Company had granted a total of 26,400,000 EMI Options to the Company’s executive directors and
13,000,000 EMI Options and 4,500,000 options under the SAR Scheme (“SAR Options”) to the directors of subsidiaries of the
Company. The EMI Options and the SAR Options (together the “Options”) granted since January 2020 have an exercise price of
between 2.25p to 6.25p per Ordinary Share and can only be exercised between the third and tenth anniversary of Grant (“Exercise
Period”). Full details of the principal conditions and performance requirements of the grants made can be found on the Company’s
website at www.haydale.com.
The proportion of the Options granted that are capable of vesting are dependent on certain performance conditions being met, with
such performance being directly linked to the Company’s share price. Should the Company’s closing mid-market share price not
meet the performance conditions set then a specified percent of the grant shall lapse. As at 30 June 2023, 7,600,000 Options granted
to the executive directors of the Company and 3,500,000 EMI Options granted to the directors of subsidiaries of the Company have
met the performance thresholds specified and become exercisable as from 13 January 2023. At the year ended 30 June 2023,
1,800,000 SAR Options granted to a director of a subsidiary of the Company have met the performance thresholds specified and
become exercisable as from 8 July 2023.
The Remuneration Committee and the Board as a whole are expected to grant equity-based incentives during the current financial
year to continue to attract, incentivise and retain its employees.
20
267021 Haydale AR pp09-pp21.qxp 03/11/2023 16:58 Page 21
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
DIRECTORS’ INTERESTS IN SHARE OPTIONS
The interests of directors of the Company in options over ordinary shares during the year were as follows:
Director
Keith Broadbent
Number
EMI Options
Date of Grant
First
Exercise Date
Exercise
Price
Expiry Date
12,000,000
13 January 2020
13 January 2023
2.25p
12 January 2030
1,200,000
20 January 2022
20 January 2025
6.25p
19 January 2032
13,200,000 14 November 2022 14 November 2025
2.25p 13 November 2032
No options were exercised by the directors during the year under review.
The mid-market closing price of the Company’s ordinary shares at 30 June 2023 was 1.05p (2022: 5.20p). During the year to 30 June
2023, the mid-market closing price ranged from 0.98p to 5.60p (2022: 3.81p to 9.40p).
DIRECTORS’ CONTRACTS
The executive directors have service contracts with the period of notice being six months. The non-executive directors have a letter
of engagement which provides for a one month notice period.
DIRECTORS’ REMUNERATION
The aggregate remuneration received by directors who served during the years ended 30 June 2023 and 30 June 2022 was as follows:
£’000 Salary/Fee
Bonus
Benefits
Year Ended June 2023
Year Ended June 2022
Total
exc.
pension
Total
inc.
pension
Total
exc.
pension
Total
inc.
pension
Pension
Pension
297
154
–
51
28
28
–
527
Executive Directors
K Broadbent 209
44
M Chapman 115
P Carter 11
Non-Executive Directors
D Banks 65
G Eves 30
T Wallis 30
R Howard 20
480
By order of the Board
David Banks
Chair
25 October 2023
16
12
1
–
–
–
–
269
127
12
65
30
30
20
24
14
1
–
–
–
–
293
141
13
65
30
30
20
273
142
–
51
28
28
–
24
12
–
–
–
–
–
–
–
–
–
–
–
44
29
553
39
592
491
36
21
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp22-pp26.qxp 03/11/2023 17:00 Page 22
FINANCIAL STATEMENTS
Independent Auditor’s Report to the Members
of Haydale Graphene Industries Plc
Opinion
We have audited the financial statements of Haydale Graphene Industries plc (the “Parent Company”) and its subsidiaries
(the “Group”) for the year ended 30 June 2023, which comprise:
•
•
•
•
•
the consolidated statement of comprehensive income for the year ended 30 June 2023;
the consolidated and parent company statements of financial position as at 30 June 2023;
the consolidated statement of cash flows for the year then ended;
the consolidated and parent company statements of changes in equity for the year then ended; and
the notes to the financial statements, including significant accounting policies.
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and
UK-adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the
Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting
Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state of the Group’s and of the Parent Company's affairs as at 30 June
2023 and of the Group’s loss for the year then ended;
the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of the Group and the Parent Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to
listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the Group’s and Parent
Company’s ability to continue to adopt the going concern basis of accounting included assessing the reasonableness of underlying
assumptions included in the forecasts, obtaining details of the cash raised post year end from the share issue, evidence of the sales
pipeline, and understanding the directors’ assessment of potential measures that could be taken to conserve cash should this
be required.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group’s and Parent Company's ability to continue as a going concern
for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of
this report. We considered going concern to be a key audit matter.
22
267021 Haydale AR pp22-pp26.qxp 03/11/2023 17:00 Page 23
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be
expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus
our testing and to evaluate the impact of misstatements identified.
Based on our professional judgement, we determined overall materiality for the Group financial statements as a whole to be
£300,000 (2022: £240,000), based on approximately 5% of the Group’s loss before tax. Materiality for the Parent Company financial
statements as a whole was set at £190,000 (2022: £170,000) based on 1.5% of the Parent Company’s total assets.
We use a different level of materiality (‘performance materiality’) to determine the extent of our testing for the audit of the financial
statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk
and our evaluation of the specific risk of each audit area having regard to the internal control environment. This is set at £210,000
(2022: £168,000) for the group and £133,000 (2022: £119,000) for the parent.
Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and
directors’ remuneration.
We agreed with the Audit Committee to report to it all identified errors in excess of £15,000 (2022: £12,000). Errors below that
threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.
Overview of the scope of our audit
Full scope audit were performed for Haydale Graphene Industries Plc, Haydale Ltd, Haydale Composite Solutions Limited and
Haydale Ceramic Technologies LLC. Specific procedures on higher risk audit areas were performed for Haydale Technologies
Thailand Ltd. The other group entities were subject to analytical review procedures.
% coverage % coverage
Scope Revenue Net Assets
% coverage
Loss
before tax
Full scope
Specific procedures
Analytical review
93 97 93
4 2 5
3 1 2
All audit work was performed by the same team at Crowe U.K. LLP.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
232323
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp22-pp26.qxp 03/11/2023 17:00 Page 24
FINANCIAL STATEMENTS
Independent Auditor’s Report to the Members
of Haydale Graphene Industries Plc (continued)
This is not a complete list of all risks identified by our audit.
Key audit matter
How the scope of our audit addressed the key audit matter
Valuation of goodwill in respect of Haydale Ceramic
Technologies LLC (HCT) – Group (see note 10)
As at 30 June 2023, the group had goodwill balance
of £1,059,000 (2022: £1,131,000). Of this amount,
£1,035,000 (2022: £1,107,000) relates to the goodwill
that arose from the acquisition of HCT.
The directors are required to test goodwill for
impairment at least annually. The process of measuring
and recognising impairment of assets, including
goodwill, is complex and highly judgemental. We
considered the risk that the goodwill in relation to HCT
was impaired given the losses incurred in the cash
generating unit in the year.
Revenue recognition – Group (see note 4)
The group has various revenue streams where revenue
recognition policy varies depending on the underlying
contract which could result in revenue being recognised
at a point in time and over time.
We considered the increased risk around cut off due to
the nature of the group’s revenue from material sales
on when the customer obtains control of the goods. As
such, we consider this to be a key audit matter.
investments
to £1,317,000
Impairment of investments in subsidiaries – Parent
Company (see notes 2 and 6)
in
its
The parent company holds
subsidiaries amounting
(2022:
£1,238,000). The assessment of impairment in the
involves significant
investments
judgements and estimates. We considered the risk that
the investments were impaired due to the losses
incurred in the year.
in subsidiaries
We obtained the directors’ impairment assessment and performed the
following procedures:
•
•
•
•
•
•
Challenging the key assumptions used in the model including
discount rate;
Discussion with management to understand the budgets and growth
plans for the business including obtaining supporting contracts for
key items where possible;
Obtaining the sales pipeline and evidence of orders received post year
end to support the revenue assumption for the coming financial year;
Reviewing post year end management accounts;
Challenging management’s sensitivity analysis by applying different
scenarios over key assumptions in the model including discount rate,
revenue growth and rate of increase applied to expenses; and
Reviewing the completeness of disclosure including that given in
relation to the sensitivity analysis.
We performed the following procedures:
•
•
•
Assessing the design and implementation of controls over revenue
recognition on each of the revenue streams;
Testing a sample of revenue items during the year to supporting
documentation, including invoices, delivery notes and cash receipts;
and
Testing the cut off of revenue by agreeing a sample of items around
the year end to supporting evidence such as delivery notes and
contractual terms, ensuring revenue is recognised in accordance with
the group’s policy.
We considered the directors’ assessment of the impairment of
investments alongside our consideration of the carrying value of the
associated goodwill. Our procedures are consistent with the procedures
performed around goodwill impairment above and included:
•
•
Discussion with management to understand the budgets and growth
plans for the business; and
Obtaining the sales pipeline and evidence of orders received post year
end to support the revenue assumption for the coming financial year.
Other information
The directors are responsible for the other information contained within the annual report. The other information comprises the
information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the
financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do
not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material
24
267021 Haydale AR pp22-pp26.qxp 03/11/2023 17:00 Page 25
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion based on the work undertaken in the course of our audit
•
•
the information given in the strategic report and the directors' report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
the directors’ report and strategic report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the group and the parent company and their environment obtained in the course
of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if,
in our opinion:
•
•
•
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been
received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of the directors for the financial statements
As explained more fully in the directors’ responsibilities statement set out on page 10, the directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and parent company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but
to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud is detailed below:
•
Understanding the principal legal and regulatory frameworks relevant to the Group, these included the requirements of the
Companies Act 2006, laws relating to taxation and health and safety;
• Making enquiries of management, and other personnel, regarding their knowledge of any actual, suspected or alleged fraud;
•
Performing substantive audit procedures in areas of significant audit risk, including revenue recognition;
252525
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp22-pp26.qxp 03/11/2023 17:00 Page 26
FINANCIAL STATEMENTS
Independent Auditor’s Report to the Members
of Haydale Graphene Industries Plc (continued)
•
•
Performing specific testing on journal transaction with a focus on those journals which, in our opinion, displayed higher risk
characteristics; and
Considering accounting estimates, both individually and in aggregate, and reporting to the Audit Committee our view of the
judgements made by management.
further description of our
responsibilities
A
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
is available on the Financial Reporting Council’s website at:
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to
them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we
have formed.
Matthew Stallabrass
(Senior Statutory Auditor)
for and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
25 October 2023
26
267021 Haydale AR pp27-pp30.qxp 03/11/2023 17:01 Page 27
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2023
Year ended
30 June
2023
£’000
Year ended
30 June
2022
£’000
4,301
(1,911)
2,901
(1,156)
––––––––––––––––––––––––––––––
1,745
442
2,390
377
(6,260)
(5,520)
––––––––––––––––––––––––––––––
(3,333)
(3,493)
(589)
(1,552)
(531)
(39)
(1,308)
(375)
––––––––––––––––––––––––––––––
(1,722)
––––––––––––––––––––––––––––––
(2,672)
(8,932)
(7,242)
––––––––––––––––––––––––––––––
(5,055)
––––––––––––––––––––––––––––––
(6,165)
(407)
(187)
––––––––––––––––––––––––––––––
(5,242)
433
––––––––––––––––––––––––––––––
(4,809)
(6,572)
407
(6,165)
Note
4
5
6
8
(341)
374
702
(109)
––––––––––––––––––––––––––––––
(4,544)
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
(5,804)
(6,165)
(4,809)
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
(5,804)
(4,544)
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
9
9
(0.01)
(0.01)
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
(0.01)
(0.01)
REVENUE
Cost of sales
Gross profit
Other operating income
Adjusted administrative expenses
Adjusted operating loss
Adjusting administrative items:
Share based payment expense
Depreciation and amortisation
Impairment
Total administrative expenses
LOSS FROM OPERATIONS
Finance costs
LOSS BEFORE TAXATION
Taxation
LOSS FOR THE YEAR FROM CONTINUING OPERATIONS
Other comprehensive income:
Items that may be reclassified to profit or loss:
Exchange differences on translation of foreign operations
Items that will not be reclassified to profit or loss:
Remeasurements of defined benefit pension schemes
TOTAL COMPREHENSIVE LOSS FOR THE YEAR FROM CONTINUING OPERATIONS
Loss for the year attributable to:
Owners of the parent
Total comprehensive loss attributable to:
Owners of the parent
Loss per share attributable to owners of the Parent
Basic (£)
Diluted (£)
The notes from pages 31 to 60 form part of these financial statements.
27
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp27-pp30.qxp 03/11/2023 17:01 Page 28
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2023
Company Registration No. 07228939
30 June
2023
£’000
30 June
2022
£’000
Note
ASSETS
Non-current assets
Goodwill
Intangible assets
Property, plant and equipment
Current assets
Inventories
Trade receivables
Other receivables
Corporation tax
Cash and bank balances
TOTAL ASSETS
LIABILITIES
Non-current liabilities
Bank loans
Pension Obligation
Other payables
Current liabilities
Bank loans
Trade and other payables
Deferred income
TOTAL LIABILITIES
TOTAL NET ASSETS
EQUITY
Capital and reserves attributable to equity holders of the parent
Share capital
Share premium account
Share-based payment reserve
Foreign exchange reserve
Retained losses
TOTAL EQUITY
10
10
11
12
13
14
14
20
26
19
20
19
15
16
16
1,059
1,386
5,915
1,131
1,312
7,579
––––––––––––––––––––––––––––––
10,022
––––––––––––––––––––––––––––––
8,360
1,733
564
446
406
1,378
1,515
667
646
427
1,186
––––––––––––––––––––––––––––––
4,441
––––––––––––––––––––––––––––––
14,463
––––––––––––––––––––––––––––––
12,887
4,527
(1,363)
(577)
(1,962)
(1,341)
(1,356)
(2,440)
––––––––––––––––––––––––––––––
(5,137)
––––––––––––––––––––––––––––––
(3,902)
(11)
(1,899)
(103)
(11)
(2,199)
(68)
––––––––––––––––––––––––––––––
(2,278)
––––––––––––––––––––––––––––––
(7,415)
––––––––––––––––––––––––––––––
7,048
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
(5,915)
(2,013)
6,972
15,717
31,912
833
(353)
(41,137)
10,207
31,912
244
(12)
(35,303)
––––––––––––––––––––––––––––––
7,048
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
6,972
The financial statements on pages 27 to 60 were approved and authorised for issue by the Board of directors on 25 October 2023
and signed on its behalf by:
David Banks
Chair
Keith Broadbent
Chief Executive Officer
28
267021 Haydale AR pp27-pp30.qxp 03/11/2023 17:01 Page 29
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2023
At 30 June 2021
Comprehensive loss for the year
Loss for the year
Other comprehensive income/(loss)
Contributions by and distributions to owners
Recognition of share-based payments
Share based payment charges – lapsed options
Issue of ordinary share capital
Transaction costs in respect of share issues
At 30 June 2022
Comprehensive loss for the year
Loss for the year
Other comprehensive income/(loss)
Contributions by and distributions to owners
Recognition of share-based payments
Issue of ordinary share capital
Share issue cost
At 30 June 2023
Share
capital
£’000
Share
premium
£’000
Share-based
payment
reserve
£’000
Foreign
exchange
reserve
£’000
Retained
losses
£’000
Total
equity
£’000
8,505
28,820
250
(386)
(30,430)
6,759
–
–
(4,809)
265
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
2,215
(4,809)
(109)
–
374
(35,348)
28,820
8,505
(12)
250
–
–
–
–
–
–
1,702
–
39
–
5,103
(309)
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
7,048
–
–
3,401
(309)
39
(45)
–
–
–
45
–
–
(35,303)
10,207
31,912
–
–
–
–
(12)
244
–
–
(6,165)
361
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
1,244
(6,165)
702
–
(341)
(40,766)
31,912
10,207
(353)
244
–
–
–
–
–
–
–
–
5,510
–
589
5,510
(371)
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
6,972
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
–
–
(371)
589
–
–
(41,137)
15,717
31,912
(353)
–
–
–
833
29
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp27-pp30.qxp 03/11/2023 17:01 Page 30
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2023
Cash flow from operating activities
Loss after taxation
Adjustments for:
Amortisation and impairment of intangible assets
Depreciation and impairment of property, plant and equipment
Profit on disposal of plant and equipment and F&F
Share-based payment charge
Finance costs
Pension: employer contribution
Taxation
Operating cash flow before working capital changes
Increase in inventories
Decrease/(increase) in trade and other receivables
(Decrease)/increase in payables and deferred income
Cash used in operations
Income tax received
Net cash used in operating activities
Cash flow used in investing activities
Purchase of plant and equipment
Purchase of intangible assets
Net cash used in investing activities
Cash flow from financing activities
Finance costs
Finance costs – right of use asset
Payment of lease liability
Proceeds from issue of share capital
Share capital issues costs
New bank loans raised
Repayments of borrowings
Net cash flow from financing activities
Effects of exchange rates changes
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of the financial year
Cash and cash equivalents at end of the financial year
30
Note
10
11
17
26
16
16
29
29
Year ended
30 June
2023
£’000
Year ended
30 June
2022
£’000
(6,165)
(4,809)
(3,674)
335
1,747
–
589
407
(180)
(407)
607
1,076
8
39
188
(92)
(433)
––––––––––––––––––––––––––––––
(3,416)
––––––––––––––––––––––––––––––
(187)
(4)
435
––––––––––––––––––––––––––––––
(3,172)
––––––––––––––––––––––––––––––
371
––––––––––––––––––––––––––––––
(2,801)
––––––––––––––––––––––––––––––
(218)
304
(503)
(3,664)
(4,091)
427
(203)
(421)
(996)
(340)
––––––––––––––––––––––––––––––
(1,336)
––––––––––––––––––––––––––––––
(624)
(209)
(116)
(261)
5,510
(371)
–
(53)
(63)
(125)
(548)
5,103
(309)
454
(842)
––––––––––––––––––––––––––––––
3,670
––––––––––––––––––––––––––––––
9
––––––––––––––––––––––––––––––
(458)
4,500
(20)
192
1,186
1,644
––––––––––––––––––––––––––––––
1,186
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
1,378
267021 Haydale AR pp31-pp47.qxp 03/11/2023 17:02 Page 31
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 June 2023
1. Accounting policies
Basis of preparation
The Group consolidated financial statements have been prepared in accordance with International Financial Reporting Standards,
International Accounting Standards and Interpretations as adopted by the UK (collectively “IFRSs”) and with the requirements of
the Companies Act 2006.
The Group’s financial statements have been prepared under the historical cost convention except for pension obligation which is
measured at the present value of future benefits that the employees earn for services provided less fair value of plan assets.
The consolidated financial statements are presented in sterling amounts.
Amounts are rounded to the nearest thousands, unless otherwise stated.
Under Section 479A of the Companies Act 2006, exemptions from an audit of the accounts for the financial year ended 30 June
2023 have been taken by Haydale Limited (04790862) and Haydale Composite Solutions Limited (02675462). As required, the
Company guarantees all outstanding liabilities to which the subsidiary companies listed above are subject at the end of the financial
year, until they are satisfied in full and the guarantee is enforceable against the parent undertaking by any person to whom the
subsidiary companies listed above is liable in respect of those liabilities.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company
made up to the reporting date. The Company controls an investee if all three of the following elements are present: power over the
investee, exposure to variable returns from the investee, and the ability of the investee to use its power to affect the variable returns.
Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. All
intra-group transactions, balances, income and expenditure are eliminated on consolidation. The consolidated financial statements
have been prepared using the acquisition method of accounting.
Under the acquisition method, the results of the subsidiaries acquired or disposed of are included from the date of acquisition or up
to the date of disposal. At the date of acquisition, the fair values of the subsidiaries’ net assets are determined, and these values are
reflected in the Consolidated Financial Information. The cost of acquisitions is measured at the aggregate of the fair values, at the
date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Haydale Graphene Industries
Group in exchange for control of the acquisition. Any excess of the purchase consideration of the business combination over the fair
value of the identifiable assets and liabilities acquired is recognised as goodwill. Goodwill, if any, is not amortised, but reviewed for
impairment at least annually. If the consideration is less than the fair value of assets and liabilities acquired, the difference is
recognised directly in the statement of comprehensive income. Acquisition-related costs are expensed as incurred.
Going concern
The directors have prepared and reviewed detailed financial forecasts of the Group and, in particular, considered the cash flow
requirements for the period from the date of approval of these financial statements to the end of June 2025. These forecasts sit
within the Group’s latest estimate and within the longer-term financial plan, both of which have been updated on a regular basis.
The directors are also mindful of the impact that the other risks and uncertainties set out on page 8 may have on these estimates
and in particular the speed of adoption of new technology.
As part of this review the directors have considered several scenarios based on various revenue, cost and funding sensitivities.
Revenue
Various sensitivities have been applied to forecasted revenue including a stress test scenario which reduces forecasted revenue by
circa 14 per cent in FY24 and 9% in FY25, to the point where the Group would breach its available cash resources in November 2024.
With respect to this ‘stress test’ the Group has circa 28 per cent of that sensitised revenue within forward orders, contractual or
some other form of customer assurance which have a high degree of certainty.
Cost Mitigation
The directors have included some limited assumptions regarding cost savings that might be achievable if the forecast fails to meet
the forecasted or sensitised estimates, and these have been phased in gradually over the 12-month period to October 2024.
Customer Solvency
As part of this review the directors have assessed the solvency of key customers and their ability to deliver on their contractual or
other commitments on the basis of both publicly available information and taken account of these assessments in their forecasts.
Future revenue related to certain contractual commitments have been heavily discounted given the lack of available data and trading
history with the Group.
31
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp31-pp47.qxp 03/11/2023 17:02 Page 32
FINANCIAL STATEMENTS
1. Accounting policies (continued)
Summary
Therefore, after due consideration of the forecasts prepared, the sensitivities applied and the Group’s current cash resources after
the equity fund raise in October 2023 and the terms of its debt facilities, the directors consider that the Company and the Group
have adequate financial resources to continue in operational existence for the foreseeable future (being a period of at least 12 months
from the date of this report), and for this reason the financial statements have been prepared on the going concern basis.
Whilst the directors believe that the going concern basis is appropriate at the date of this report, the Board is mindful that the net
proceeds of the fund raise will be insufficient to fund the cash requirements of the Group through to a position where it is able to
fund itself from its own cashflow. The Board continues to pursue the possibility of securing additional debt facilities to provide
additional liquidity. In the event that such debt facilities are not available or are unavailable in sufficient quantum it is very likely
that the Group would need to raise additional equity funding in the future and, whilst the directors believe that future equity funding
would be available, there can be no guarantee that sufficient funds could be raised at a later date. Any additional equity financing
may be dilutive to Shareholders.
2. Changes in accounting policies
The Group has applied the following amendment for the first time for their annual reporting period commencing 1 July 2022;
•
•
•
•
Property, Plant and Equipment: Proceeds before Intended use – Amendments to IAS 16
Onerous contracts – Cost of Fulfilling a Contract – Amendments to IAS 37
Annual Improvements to IFRS Standards 2018-2020: and
Reference to the Conceptual Framework – Amendments to IFRS 3
The Group also elected to adopt the following amendments early:
•
•
Deferred Tax related to Asset and Liabilities arising from a Single Transaction – amendment to IAS 12; and
Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2.
The amendments listed above did not have any impact on the amounts recognised in the prior periods and are not expected to
significantly affect the current or future periods.
New standards and interpretation not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2023 reporting
periods and have not been early adopted by the Group. None of these are expected to have a material impact on the Group in the
current or future reporting periods and on foreseeable future transactions.
Intangible assets
3. Summary of significant accounting policies
a)
Research and development expenditure
Research expenditure is recognised as an expense when it is incurred.
Development expenditure is recognised as an expense except that costs incurred on development projects are capitalised as
intangible assets to the extent that such expenditure is expected to generate future economic benefits. Development expenditure
is capitalised if, and only if an entity within the Group can demonstrate all of the following:-
i)
ii)
its ability to measure reliably the expenditure attributable to the asset under development;
the product or process is technically and commercially feasible;
iii)
its future economic benefits are probable;
iv)
its ability to use or sell the developed asset;
v)
the availability of adequate technical, financial and other resources to complete the asset under development; and
vi)
its intention to use or sell the developed asset.
Capitalised development expenditure is measured at cost less accumulated amortisation and impairment losses, if any. Development
expenditure initially recognised as an expense will not be restated as an asset in a subsequent period.
32
267021 Haydale AR pp31-pp47.qxp 03/11/2023 17:02 Page 33
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
Historic capitalised development expenditure is amortised on a straight-line basis over a period of up to 20 years when the products
or services are ready for sale or use. The maximum 20 years amortisation period is based on UK Patents being 20 years from the
date of filing of the application, under Article 60 of the European Patent Convention, and, although the Group now has patents
granted in other jurisdictions, the directors believe that 20 years is appropriate. New projects will be reviewed on completion, to
determine the useful economic life. In the event that it is no longer probable that the expected future economic benefits will be
recovered, the development expenditure is written down to its recoverable amount. Amortisation is included within administrative
expenses.
Acquired intangible assets
An intangible resource acquired with a subsidiary undertaking is recognised as an intangible asset if it is separable from the acquired
business or arises from contractual or legal rights, is expected to generate future economic benefits and its fair value can be measured
reliably. Acquired intangible assets (excluding development expenditure which is in line with the above policy), including customer
relationships, are amortised through the Consolidated Statement of Comprehensive Income on a straight-line basis over their
estimated economic lives of ten years.
Goodwill
Business combinations are accounted for by applying the purchase method. The cost of a business combination is a fair value of the
consideration given, liabilities incurred or assumed and of equity instrument issued. Where control is achieved in stages the cost is
a consideration at the date of each transaction.
Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured
reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes
probable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost
of the business combination if the remeasurement occurs within a year of the transaction and relates to information that was
available at the point of acquisition. Otherwise, any remeasurements of contingent consideration is reflected in the statement of
comprehensive income.
On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair
value cannot be measured reliably, in which case the value is incorporated in goodwill. Where the fair value of contingent liabilities
cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.
Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the
fair value to the Group’s interest in the identifiable net assets, liabilities and contingent liabilities acquired.
Impairment of goodwill and other non-financial assets
b)
The carrying value of goodwill, and the cash-generating unit to which it relates, is reviewed at the end of each reporting period for
impairment regardless of whether there is an indication that the asset may be impaired. Other non-financial assets are considered
for indicators of impairment at each reporting date and full impairment reviews carried out if indicators of impairment exist.
Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. The recoverable amount
of the assets is the higher of the assets’ fair value less costs to sell and their value-in-use, which is measured by reference to discounted
future cash flow. An impairment loss is recognised in administrative expenses within the Statement of Comprehensive Income
immediately it is identified.
In respect of assets other than goodwill, and when there is a change in the estimates used to determine the recoverable amount,
a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised
to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no
impairment loss been recognised. The reversal is recognised in profit or loss immediately.
c) Revenue
To determine whether to recognise revenue, the Group follows a five step process:
1.
2.
Identifying the contract with a customer;
Identifying the performance obligations;
3. Determining the transaction price;
4. Allocating the transaction price to the performance obligations; and
5.
Recognising revenue when/as performance obligation(s) are satisfied.
33
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp31-pp47.qxp 03/11/2023 17:02 Page 34
FINANCIAL STATEMENTS
3. Summary of significant accounting policies (continued)
Revenue arises mainly as:
i)
ii)
Goods (including Reactor sales)
Revenue represents sales to external customers at invoiced amounts less value added tax or local taxes on sales. Revenue
is recognised at the point where control is considered to pass to the customer when all performance obligations have been
fulfilled. In all instances the transaction price is agreed with the customer prior to transfer of goods on a stand-alone basis.
Services
Engineering design and research revenue is recognised on the percentage of completion method unless the outcome of
the contract cannot be reliably determined, in which case contract revenue is only recognised to the extent of contract
costs incurred that are recoverable. Foreseeable losses, if any, are provided for in full as and when it can be reasonably
ascertained that the contract will result in a loss.
The Group recognises revenue over time based upon the percentage of completion input method, whereby the stage of
completion is determined based on the proportion of contract costs incurred compared to total estimated costs. In all cases,
the total transaction price for a contract is allocated amongst the various performance obligations based on their relative
stand-alone prices.
At each reporting period, receivables are recognised for revenues yet to be invoiced or settled to the extent that it is highly
probable that there will not be a significant reversal of the amounts accrued in the future.
Where invoices are raised to the client in excess of the value of the consideration recognised as revenue based on the stage
of completion, deferred income balances are recorded that represent unfulfilled performance obligations. These
performance obligations are expected to be fulfilled within a year of the reporting date.
d) Financial instruments
i)
Financial assets
Financial assets and financial liabilities are recognised in the Group balance sheet when the Group becomes a party to the
contractual provisions of the instrument. Financial assets are classified as either fair value through profit or loss, fair value
through other comprehensive income, or amortised cost. Classification and subsequent re-measurement depends on the
group’s business model for managing the financial asset and its cash flow characteristics. The Group has financial assets
in the categories of amortised cost only. The Group does not have financial assets at fair value through other comprehensive
income or fair value through profit or loss. Detailed disclosures are set out in note 22.
ii) Amortised cost
These assets arise principally from the provision of goods and services to customers (such as loans and trade receivables),
but also incorporate other types of financial assets where the objective is to hold these assets in order to collect contractual
cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair
value once the Group’s right to consideration is unconditional and are subsequently carried at amortised cost using the
effective interest rate method, less provision for impairment.
Impairment provisions for trade receivables are recognised based on the simplified approach within IFRS 9 using the lifetime
expected credit losses. During this process, the probability of the non-payment of trade receivables is assessed. This
probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected
credit loss for the trade receivables. For trade receivables, such provisions are recorded in a separate provision account with
the loss being recognised in the income statement. On confirmation that the trade receivable will not be collectable, the
gross carrying value of the asset is written off against the associated provision.
Impairment provisions for other receivables are recognised based on a forward-looking expected credit loss model. The
methodology used to determine the amount of the provision is based on whether at each reporting date, there has been
a significant increase in credit risk since initial recognition of the financial asset. For those financial assets where the credit
risk has not increased significantly since initial recognition, twelve month expected credit losses along with gross interest
income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with
the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit
losses along with interest income on a net basis are recognised.
34
267021 Haydale AR pp31-pp47.qxp 03/11/2023 17:02 Page 35
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
iii) Financial liabilities:
Financial liabilities are comprised of trade and other payables, borrowings and other short-term monetary liabilities, which
are recognised at amortised cost.
Trade payables, other payables and other short-term monetary liabilities, are initially recognised at fair value and
subsequently carried at amortised cost using the effective interest method.
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at
amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in
the income statement over the period of the borrowings using the effective interest method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is
probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs.
To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised
as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.
e) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, if any. The cost of an
item of property, plant and equipment initially recognised includes its purchase price and any cost that is directly attributable
to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by
management.
Depreciation is calculated under the straight-line method to write off the depreciable amount of the assets over their estimated
useful lives. The principal annual rates used for this purpose are:-
Leasehold improvements 10-20% per annum straight line
Plant and machinery 15-33% per annum straight line
US Plant and machinery Time in use
Furniture and fittings 20-33% per annum straight line
Motor vehicles 33% per annum straight line
The depreciation method, useful lives and residual values are reviewed, and adjusted if appropriate, at the end of each reporting
period to ensure that the amounts, method and periods of depreciation are consistent with previous estimates and the expected
pattern of consumption of the future economic benefits embodied in the items of the property, plant and equipment.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when
the cost is incurred and it is probable that the future economic benefits associated with the asset will flow to the Group and
the cost of the asset can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the
day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. Cost also comprises the initial
estimate of dismantling and removing the asset and restoring the site on which it is located for which the Group is obligated
to incur when the asset is acquired, if applicable.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from
its use or disposal. The gain or loss on retirement or disposal is determined as the difference between any sales proceeds and the
carrying amounts of the asset and is recognised in the Statement of Comprehensive Income within administrative expenses.
f)
Income taxes
The charge for taxation is based on the loss for the period and takes into account deferred taxation.
Current tax is measured at amounts expected to be paid using the tax rates and laws that have been enacted by the balance
sheet date. The substantively enacted rate has been used for deferred tax balances, which are recognised in respect of all timing
differences that have been originated but not reversed by the reporting date, except that the recognition of deferred tax assets
is limited to the extent that the Company anticipates making sufficient taxable profits in the future to absorb the reversal of
the underlying timing differences.
The Group receives research and development tax credits for the work it performs in the field of nano-technology. Using the
SME and large company schemes, these credits generate cash reimbursement in exchange for the sacrifice of applicable losses,
such tax credits are recognised in income tax within the Statement of Comprehensive Income, in the period in which they relate.
35
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp31-pp47.qxp 03/11/2023 17:02 Page 36
FINANCIAL STATEMENTS
3. Summary of significant accounting policies (continued)
g) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, bank balances, deposits with financial institutions and short-term, highly
liquid investments that are readily convertible to known amounts of cash, are subject to an insignificant risk of changes in value
and have maturities of 3 months or less from inception.
h)
i)
Inventories
Inventories are recorded at the lower of cost and net realisable value. Cost represents materials, direct labour, other direct costs
and related production overheads, and is determined on the First-In-First-Out (FIFO) method. Net realisable value is based on
estimated selling price, less further costs expected to be incurred to completion and disposal. Provision is made for slow-moving,
obsolete and defective inventories where appropriate.
The value of inventories used in the fulfilment of commercial or developmental programmes are charged to cost of sales in the
Statement of Comprehensive Income on an accruals basis.
Employee benefits
i)
Short-term benefits
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the period in which
the associated services are rendered by employees of the Group.
ii) Defined contribution plans
The Group’s contributions to defined contribution plans are recognised in profit or loss in the period to which they relate.
Once the contributions have been paid, the Group has no further liability in respect of the defined contribution plans.
iii) Defined Benefit Pension plans
The group accounts for its defined benefit pension scheme such that the net pension scheme position is reported on the
balance sheet with actuarial gains and losses being recognised directly in equity through the statement of comprehensive
income. A number of key assumptions have been made in calculating the fair value of the Group’s defined benefit pension
scheme which affect the balance sheet position and the group’s reserves and income statement. Refer to note 26 of the
notes to the consolidated accounts for a summary of the main assumptions and sensitivities. Actual outcomes may differ
materially from the assumptions used and may result in volatility in the net pension scheme position.
j)
Provisions
Provisions are recognised when the Group has a present or constructive obligation as a result of past events, when it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate
of the amount can be made. Provisions are reviewed at the end of each financial reporting period and adjusted to reflect the
current best estimate. Where the effect of the time value of money is material, the provision is the present value of the estimated
expenditure required to settle the obligation.
k) Government grants
Revenue grants are accounted for under the accruals model, with grants being recognised within Other operating income on a
systematic basis over the period in which the group recognised the related costs for which the grant is intended to compensate.
Grants received in advance of the income being recognised in the Statement of Comprehensive Income are included in
grant creditors.
When grant income is received for capital expenditure, it is held as deferred income on the balance sheet and released on a
straight line basis over the useful economic life of the asset to which it relates. All income relating to government grants is
included as ‘Other operating income’ within the Statement of Comprehensive Income.
l)
Share-based payment arrangements
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the
equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based
transactions are set out in note 17 to the Consolidated Financial Statements.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis
over the vesting period, with a corresponding increase in equity. At the end of each reporting period, the Group revises its
estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is
recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to
other reserves.
36
267021 Haydale AR pp31-pp47.qxp 03/11/2023 17:02 Page 37
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
m) Leases
Leased assets
For any new contract entered into on or after 1 July 2019, the Group considers whether a contract is, or contains a lease. A lease
is defined as ‘a contract, that conveys the right to use an asset for a period of time in exchange for consideration’. To apply this
definition the Group assesses whether the contract meets all three key criteria which are whether;
•
•
•
The contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being
identified at the time the asset is made available to the Group.
The Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout
the period of use, considering its rights within the defined scope of the contract.
The Group has the right to direct the use of the identified asset throughout the period of use. The Group assesses whether
it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use.
Measurement and recognition of lease as a lessee
At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet.
The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct
costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease
payment made in advance of the lease commencement date (net of any incentives received).
The Group depreciates the right-of-use assets on a straight line basis from the lease commencement date to the earlier of the
end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for
impairment when such indicators exist.
At the commencement date, the Group measures the lease liability at the present value of the lease payment unpaid at that
date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group’s incremental
borrowing rate.
Lease payments included in the measurement of the lease liability are made up of fixed payments, variable payments based on
an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options
reasonably certain to be exercised.
Subsequent to initial measurement, the liability will be reduced for payment made and increased for interest. It is remeasured
to reflect any reassessment or modification, or if there are changes in substance to the fixed payments.
When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if
the right-of-use asset is already reduced to zero.
Measurement and recognition of lease as a lessor
The Group leases out elements of plant and machinery. The Group has classified these leases as operating leases. The Group is
not required to make any adjustments on transition to IFRS 16 for leases in which it acts as a lessor.
The Group has applied IFRS 15 Revenue from Contracts with customers to allocate consideration in the contract to each lease
and non-lease components.
n) Transactions and balances in foreign currencies
Transactions in foreign currencies are converted into the respective functional currencies on initial recognition, using the
exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities at the end of the reporting
period are translated at the rates ruling as of that date. Non-monetary assets and liabilities are translated using exchange rates
that existed when the values were determined. All exchange differences are recognised in profit or loss.
Overseas operations which have a functional currency different to the group presentation currency have been translated using
the monthly average exchange rate for consolidation into the statement of comprehensive income. The amounts included in
the group statement of financial position, have been translated at the exchange rate ruling at the statement date. All resulting
exchange differences are reported in other comprehensive income.
o) Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial information in conformity with IFRSs requires the use of certain critical accounting estimates.
It also requires the directors of the Group to exercise their judgement in the process of applying the accounting policies which
are detailed below. These judgements are continually evaluated by the directors and management and are based on historical
experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
I
37
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp31-pp47.qxp 03/11/2023 17:02 Page 38
FINANCIAL STATEMENTS
3. Summary of significant accounting policies (continued)
The key estimates and underlying assumptions concerning the future and other key sources of estimation uncertainty at the
statement of financial position date, that have a significant risk of causing material adjustment to the carrying amounts of
assets and liabilities within the next financial period are reviewed on an ongoing basis. Revision to accounting estimates are
recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision
and future periods if the revision affects both current and future periods.
Defined Benefit Pension Scheme (estimate)
In determining the pension valuation movement and the defined benefit obligation of the Group’s pension scheme, a number
of assumptions are used in order to produce a valuation, which is sensitive to changes in the assumptions. These assumptions
include an appropriate discount rate, the levels of salary increases, price inflations and mortality rates. Further details are included
in note 26, including sensitivity analysis.
Impairment of non-financial assets (judgement)
The carrying value of goodwill, and the cash generating units (CGUs) to which it relates, is assessed annually for impairment
through comparing the recoverable amount to the CGU’s carrying value. The value in use calculations require estimates in
relation to uncertain items, including management’s expectations of future revenue growth, operating costs, profit margins,
operating cashflows and the discount rate applied.
Future cash flows used in the value in use calculations are based on our latest longer term projections reviewed by the Board.
Expectations about future growth reflect expectations of growth in the markets applicable to the Group. The future cashflows
are discounted using a pre-tax discount rate that reflects current market assessments of the time value of money. The discount
rate used is adjusted for the specific risk to the group, including the countries to which cash flows will be generated. Further
details are included in note 10, including sensitivity analysis.
Useful economic lives of tangible and intangible assets (judgement)
The annual depreciation charge for tangible assets is sensitive to change in the estimated useful economic lives and residual
values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended where necessary
to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical
condition of the assets. See note 11 for the carrying amounts of the property plant and equipment, and the depreciation
accounting policy for the useful economic lives for each class of assets.
Share Based Payments (estimate)
The costs of the share-based payments plans (and warrant plans) are determined on the basis of the fair value of the equity
instrument at grant date. Determining the fair value assumes choosing the most suitable valuation model for these equity
instruments, for which the characteristics of the grant have a decisive influence. This assumes also the input into the valuation
model of some relevant judgments, like the estimated expected life of the warrant and the volatility. The judgments made and
the model used are further specified in note 17.
Inventory Valuation (estimate)
In determining the inventory value management assesses the cost of the inventory against the net realisable value as set out
in the inventory accounting policy (h).
p) Alternative Performance Measures
Disclosure has been adjusted in the Statement of Comprehensive Income. Adjusted Administrative expenses have excluded
Share based payment charges, impairment charges and depreciation as these are non-cash items. We believe removing these
balances better reflects the performance of the Group and provides more meaningful information to the user of the
Financial Statements.
38
267021 Haydale AR pp31-pp47.qxp 03/11/2023 17:02 Page 39
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
4. Segment analysis
IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly
reviewed by the chief operating decision maker (which is the Chief Executive Officer and Chief Financial Officer) as defined in IFRS 8,
in order to allocate resources to the segment and to assess its performance.
For management purposes, the Group is organised into the following reportable regions:
•
•
•
UK & Europe (focusing on functionalisation of nano materials, high performance ink & master batches, elastomers and the
composites market in Europe);
North America (focusing on SiC & blank products for tooling); and
Asia Pacific (focusing on sales to the Asian markets).
2023
UK & North
Europe America
£’000 £’000
Asia Pacific
£’000
Adjustments,
Central &
Eliminations
£’000
Consolidated
£’000
REVENUE 786
Cost of sales (467)
Gross profit 319
Other operating income 377
Adjusted administrative expenses (2,270)
325
(213)
3,190
(1,231)
4,301
(1,911)
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
2,390
377
(6,260)
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
(3,493)
1,959
–
(1,836)
–
–
(1,616)
112
–
(538)
(1,616)
(426)
123
–
–
Adjusted operating loss (1,574)
Administrative expenses
Share based payment expense (34)
Depreciation & amortisation (681)
Impairment –
(589)
(1,552)
(531)
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
(2,672)
(511)
(130)
–
(43)
(693)
(531)
(1)
(48)
–
(1,267)
(641)
(49)
(715)
Total administrative expenses (2,985)
OPERATING LOSS (2,289)
Finance costs
LOSS BEFORE TAXATION
Taxation
LOSS AFTER TAXATION
(587)
(2,257)
(1,144)
(3,103)
(8,932)
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
(6,165)
(407)
–––––––––––––––
(6,572)
407
–––––––––––––––
(6,165)
–––––––––––––––
–––––––––––––––
(2,257)
(475)
Additions to non-current assets 658
Segment assets 3,607
Segment liabilities (2,391)
–
6,447
(3,138)
80
312
(99)
–
2,521
(287)
738
12,887
(5,915)
39
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp31-pp47.qxp 03/11/2023 17:02 Page 40
FINANCIAL STATEMENTS
4. Segment analysis (continued)
2022
UK & North
Europe America
£’000 £’000
Asia Pacific
£’000
Adjustments,
Central &
Eliminations
£’000
Consolidated
£’000
REVENUE 984
Cost of sales (356)
Gross profit 628
Other operating income 373
Adjusted administrative expenses (1,977)
2,901
(1,156)
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
1,745
442
1,673
(670)
1,003
69
244
(130)
114
–
–
–
–
–
(5,520)
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
(3,333)
(1,648)
(1,370)
(1,370)
(411)
(525)
(576)
Adjusted operating loss (976)
Administrative expenses
Share based payment expense (20)
Depreciation & amortisation (474)
Impairment –
(39)
(1,308)
(375)
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
(1,722)
(38)
(131)
(352)
(4)
(629)
–
23
(74)
(23)
(521)
(633)
(74)
(494)
Total administrative expenses (2,471)
OPERATING LOSS (1,470)
Finance costs
LOSS BEFORE TAXATION
Taxation
LOSS AFTER TAXATION
(599)
(1,891)
(1,209)
(2,281)
(7,242)
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
(5,055)
(187)
–––––––––––––––
(5,242)
433
–––––––––––––––
(4,809)
–––––––––––––––
–––––––––––––––
(1,891)
(485)
Additions to non-current assets 1,533
Segment assets 4,159
Segment liabilities (2,386)
72
7,225
(4,486)
36
341
(114)
–
2,738
(429)
1,641
14,463
(7,415)
Geographical information
All revenues of the Group are derived from its principal activities as set out on page 3. The Group’s revenue from external customers
by geographical location are detailed below.
2023
£’000
2022
£’000
By destination
United Kingdom
Europe
United States of America
China
Thailand
South Korea
Japan
Rest of the World
563
813
1,822
180
61
145
678
39
769
685
1,051
127
158
86
–
25
––––––––––––––––––––––––––––––
2,901
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
4,301
During 2023, £0.95 million (22%) (2022: £0.73 million (25%)) of the Group’s revenue depended on a single customer. During 2023
£0.68 million (16%) (2022: £0.58 million (20%)) of the Group’s revenue depended on a second single customer.
All amounts shown as other operating income within the Statement of Comprehensive Income are generated within and from the
United Kingdom, EU and the US. These amounts include income earned as part of a number of grant funded projects in the United
Kingdom and EU and a government grant in the US.
40
267021 Haydale AR pp31-pp47.qxp 03/11/2023 17:02 Page 41
Dis-aggregation of revenues
The split of revenue by type:
Services
Reactor rental
Products (Goods)
2023
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
2023
£’000
2022
£’000
387
124
3,790
306
134
2,461
––––––––––––––––––––––––––––––
2,901
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
4,301
UK &
Europe
£’000
North
America
£’000
Asia
Pacific
£’000
Total
£’000
Services 303
Reactor rental 124
Products (Goods) 359
786
–
–
3,190
387
124
3,790
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
4,301
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
84
–
241
3,190
325
2022
UK &
Europe
£’000
North
America
£’000
Asia
Pacific
£’000
Total
£’000
Services 275
Reactor rental 134
Products (Goods) 575
984
–
–
1,673
306
134
2,461
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
2,901
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
31
–
213
1,673
244
Services and reactor rental revenues are recognised over time, whereas goods and reactor sales are recognised at a point in time.
The Group acquired non-current assets during the year, split by geographical location as detailed below:
Non-current asset additions
By destination
United Kingdom
United States of America
Thailand
2023
£’000
2022
£’000
658
–
80
1,533
72
36
––––––––––––––––––––––––––––––
1,641
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
738
The carrying value of the Group’s non-current assets split by geographical location is detailed below:
2023
£’000
2022
£’000
By destination
United Kingdom
United States of America
Thailand
South Korea
41
2,500
5,781
76
3
2,732
7,240
49
1
––––––––––––––––––––––––––––––
10,022
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
8,360
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp31-pp47.qxp 03/11/2023 17:02 Page 42
FINANCIAL STATEMENTS
5. Other Operating Income
Grant Income
Federal Support Schemes
2023
£’000
2022
£’000
377
–
373
69
––––––––––––––––––––––––––––––
442
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
377
There are no unfulfilled conditions attached to the above income.
6. Loss before taxation
Loss before taxation is arrived at after charging:
Amortisation of intangibles
Impairment of intangibles
Depreciation of property, plant and equipment
Impairment of tangibles
Foreign Exchange
Operating lease rental: plant and machinery
The service fees of the Group’s auditor, Crowe U.K. LLP are analysed below:
Fees payable to the Company’s auditor for the audit of the Group’s financial statements
2023
£’000
2022
£’000
335
–
1,216
531
105
1
232
375
1,076
–
58
1
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
2023
£’000
2022
£’000
56
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
62
There are no other fees payable to the Company’s auditors and its associates for other services (2022: £Nil).
7. Employees
The average number of employees during the year, including executive directors, was:
2023
No.
2022
No.
Administration
Research, development and production
Staff costs for all employees, including executive directors, consist of:
Wages and salaries
Social security costs
Defined contribution pension costs
Defined benefit pension costs
Share-based payment expense
42
27
40
26
34
––––––––––––––––––––––––––––––
60
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
67
2023
£’000
2022
£’000
3,224
397
221
–
366
2,958
269
193
8
39
––––––––––––––––––––––––––––––
3,467
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
4,208
267021 Haydale AR pp31-pp47.qxp 03/11/2023 17:02 Page 43
Directors’ remuneration
Short-term employee benefits and fees
Post-retirement benefits
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
2023
£’000
2022
£’000
553
39
522
36
––––––––––––––––––––––––––––––
558
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
592
The total amount payable to the highest paid director in respect of emoluments was £269,000 (2022: £273,000), excluding pension
costs of £24,000 (2022: £24,000). Further details on Directors’ Remuneration can be found in the Directors’ Remuneration Report
on pages 20 to 21.
8.
Income tax
Current tax credit
Total income tax credits:
– for the financial year
– under provision in the previous financial year
Total current tax
2023
£’000
2022
£’000
406
1
427
6
––––––––––––––––––––––––––––––
433
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
407
The reason for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United
Kingdom applied to the losses for the year are as follows:
Loss for the year
Income tax credit
Loss before income taxes
Tax using the Group’s domestic tax rates of 20.5% (2022: 19%)
Expenses not deductible for tax purposes
Income not taxable
Different tax rates applied in overseas jurisdictions
R&D enhancement
Surrender for R&D tax credit
Adjustment for over provision in comparative year
Movement in unrecognised losses carried forward
Amounts not recognised
Non qualifying assets
Total tax credit
Changes in tax rates and factors affecting the future tax charge
The main rate of corporation tax for UK companies is currently 25%.
2023
£’000
2022
£’000
(6,165)
(407)
(4,809)
(433)
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
(6,572)
(5,242)
1,347
(376)
581
(5)
410
(571)
1
(955)
–
(25)
996
(906)
1,017
(53)
396
(519)
10
(515)
26
(19)
––––––––––––––––––––––––––––––
433
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
407
The Group has tax losses that are available indefinitely for the UK and a maximum of 20 years for the US to be offset against future
taxable profits of the companies approximately amounting to £31.82 million (2022: £24.99 million). US tax losses of £0.4m are
expected to expire in 13 years, with all other losses being available indefinitely. The group currently expects to be able to utilise its
US tax losses in the foreseeable future and a deferred tax asset has been recognised in respect of these tax losses up to the value of
the timing difference of fixed assets and therefore no overall deferred tax asset has been created.
43
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp31-pp47.qxp 03/11/2023 17:02 Page 44
FINANCIAL STATEMENTS
9. Loss per share
The calculations of loss per share are based on the following losses and number of shares:
Loss after tax attributable to owners of Haydale Graphene Industries Plc
Weighted average number of shares:
Basic and Diluted
Loss per share:
Basic (£) and Diluted (£)
2023
£’000
2022
£’000
(6,165)
(4,809)
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
729,239,439
483,770,289
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
(0.01)
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
(0.01)
The loss attributable to ordinary shareholders and weighted average number of ordinary shares for the purpose of calculating the
diluted earnings per ordinary share are identical to those used for basic earnings per share. This is because the exercise of share
options would have the effect of reducing the loss per ordinary share and is therefore not dilutive under the terms of IAS 33. At
30 June 2023, there were 242,033,392 (2022: 48,685,000) options and warrants outstanding as detailed in note 17. All of the options
are potentially dilutive.
Post year end 1,012,609,000 of new Ordinary Shares were issued on 3 October 2023, these Ordinary Shares are dilutive. There were
also 576 shares under Warrants issued on 13 September 2023 which are dilutive, the remaining Warrants of 138,757,816 lapsed on
14 September 2023.
10. Intangible assets
Cost
At 1 July 2021
Additions
FX translation
At 30 June 2022
Additions
FX translation
At 30 June 2023
Accumulated amortisation and impairment
At 1 July 2021
Charge for the year
Impairment
FX translation
At 30 June 2022
Charge for the year
Impairment
FX translation
At 30 June 2023
Net book value
At 30 June 2023
At 30 June 2022
At 30 June 2021
Customer
Relationships
£’000
Development
expenditure
£’000
Goodwill
£’000
Total
£’000
2,319
340
2
1,975
–
142
1,021
–
137
5,315
340
281
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
5,936
421
(122)
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
6,235
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
1,158
–
(50)
2,117
–
(72)
2,661
421
–
2,045
1,108
3,082
637
87
–
85
634
–
352
–
1,529
145
23
1
2,800
232
375
86
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
3,493
335
–
(38)
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
3,790
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
1,698
248
–
–
809
87
–
(38)
986
–
–
–
1,946
986
858
2,445
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
1,136
1,059
250
2,443
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
1,131
349
963
2,515
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
1,341
384
790
All of the above Development expenditure is currently in use.
44
267021 Haydale AR pp31-pp47.qxp 03/11/2023 17:02 Page 45
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
Goodwill
Goodwill of £24,000 arose on the acquisition of Haydale Ltd on 21 May 2010. On the 9 September 2016, goodwill of £327,151 arose
on the acquisition of Innophene Co. Ltd (now Haydale Technologies Thailand Ltd (“HTT”)). Goodwill arose on the acquisition of ACM
(now Haydale Composite Technology LLC (“HCT”) on 13 October 2016 of £1,102,620.
Customer Relationships
The customer relationships intangible asset arose on the fair value of assets on the acquisition of HCT on 13 October 2016 amounting
to £868,676.
Development costs
Development costs brought forward are made up of three areas. The first relates to the fair value of assets on the acquisition of
Haydale Ltd on 21 May 2010 for development of nano-technology projects, where it is anticipated that the costs will be recovered
through future commercial activity. The second relates to capitalised patent costs that were acquired as part of the acquisition of
Innophene Co Ltd. (now HTT) in 2015. The third relates to the development of nano enhanced products within Haydale Limited,
Haydale Composite Solutions Limited (“HCS”) and HTT.
Development expenditure of £421,000 was capitalised during the year in accordance with IAS 38 in connection with the Group’s
expenditure with the development of nano enhanced products (including inks, epoxy resins, elastomers and composites), where
the Directors believe that future economic benefit is probable (2022: £340,000). Capitalised development expenditure is not
amortised until the products or services are ready for sale or use.
Amortisation
Capitalised development costs are amortised over the estimated useful life of between 5 and 20 years. The amortisation charge is
recognised in administrative expenses.
The Customer relationships intangible is amortised over the estimated useful life of 10 years. The amortisation charge is recognised
in administrative expenses.
Goodwill impairment
Goodwill acquired in a business combination is allocated at acquisition to the CGUs that are expected to benefit from that business
combination. Following the acquisitions of Haydale, HCT and HTT, the Group is operating a number of different CGUs and therefore
Haydale and ACM goodwill has been considered against the future forecast trading outcomes of HCT, Haydale and HTT as separate
CGU’s.
An analysis of the pre-tax discount rates used and the goodwill balance as at the year-end by principal CGU’s is shown below:
2023
%
2022
%
2023
£’000
2022
£’000
Haydale
HCT
HTT
24
1,107
–
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
24
1,035
–
10%
14%
–
10%
12%
10%
The Group tests goodwill at least annually for impairment or more frequently if there are indications that goodwill might be impaired.
The recoverable amounts of the CGUs are determined from value-in-use calculations. The key assumptions for the value-in-use are
those regarding the discount rates, the growth rates and expected changes to cash flows during the period for which management
have detailed plans. Discount rates are estimated using pre-tax rates that reflect current market assessments of the time value of
money and the risks specific to the CGUs.
Pre-tax discount rates, derived from the Group’s post-tax weighted average cost of capital (“WACC”) of 14% (FY22: 12%), have been
used to discount projected cash flows.
The impairment calculations for the current year have been derived from the longer term forecasts (the “Forecasts”) that have been
approved by the Board.
The HCT model assumes that its turnover is in in line with the Forecasts and then reduces to 2% growth in perpetuity. The growth
rates used are based on management’s internally estimated growth forecasts which are predicated on continued recovery in the
aerospace industry and growth in the US tool product range. Further information on this trading unit is given in the Strategic Report
on page 6 under the subheading “Silicon Carbide powders and tooling”.
45
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp31-pp47.qxp 03/11/2023 17:02 Page 46
FINANCIAL STATEMENTS
10. Intangible assets (continued)
As part of the impairment sensitivity analysis several performance assumptions were adjusted which involved either reducing
forecasted revenue or increasing the WACC to a point where the carrying value of the assets were equal to the HCT discounted
cashflows. One of the sensitivity scenarios adjusted the model by the following criteria, resulting in the carrying value being equal
to the HCT discounted cashflow.
Turnover reduction GP% reduction Admin Expenses
30% 20% +3%
WACC
+2%
Management does not feel that this scenario, or any change in a single assumption that would result in an impairment, is reasonably
possible in the next twelve months.
Due to uncertainty over the timings of the recovery in revenue at HTT the Directors impaired the intangible assets of HTT in the
comparative year.
Following this review, the Directors have determined there is no impairment charge which should be recognised against the
intangible assets of the Group.
11. Property, plant and equipment
Leasehold Plant
and leasehold and Fixtures
improvements machinery and fittings
£’000 £’000 £’000
Motor
vehicles
£’000
Total
£’000
Cost
At 1 July 2021
Additions
FX translation
Disposals
At 1 July 2022
Additions
FX translation
Disposals
At 30 June 2023
11,956
1,301
1,063
(140)
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
14,180
4,204 7,223 500
422 851 28
429 592 38
(125) (15) –
4,930 8,651 566
29
–
4
–
33
317
(397)
(94)
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
14,006
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
120 170 27
(161) (218) (17)
(93) – (1)
4,796 8,603 575
–
(1)
–
32
Accumulated depreciation and impairment
At 1 July 2021
Charge for the year
FX Translation
Disposals
At 30 June 2022
Charge for the year
Impairment
FX Translation
Disposals
At 30 June 2023
Net book value
At 30 June 2023
At 30 June 2022
At 30 June 2021
27
2
4
–
1,438 3,550 319
559 468 47
124 174 22
(125) (8) –
5,334
1,076
324
(133)
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
6,601
1,216
531
(163)
(94)
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
8,091
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
1,996 4,184 388
567 599 50
– 531 –
(66) (85) (11)
(93) – (1)
2,404 5,229 426
33
–
–
(1)
–
32
5,915
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––—–
2,392 3,374 149
–
7,579
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––—–
2,934 4,467 178
–
6,622
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––—–
2,766 3,673 181
2
46
267021 Haydale AR pp31-pp47.qxp 03/11/2023 17:02 Page 47
Including in the net carrying amount of property, plant and machinery are right-of-use assets as follows:
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
30 June
2023
£’000
30 June
2022
£’000
Leasehold and leasehold improvements cost
Leasehold and leasehold improvements depreciation
Leasehold and leasehold improvement NBV
4,044
(1,842)
4,182
(1,486)
––––––––––––––––––––––––––––––
2,696
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
2,202
Plant and Machinery Impairment
The group tests for fixed asset impairment at least annually. During the year an impairment charge of £531k was recognised in
respect of one asset where the useful economic life, which is based on an estimate of the units produced, was reassessed. If the
estimate of units produced increased/decreased by 5% the resulting impairment charge would have been reduced/increased by £76k.
12. Inventories
Raw materials
Work in progress
Finished goods
2023
£’000
2022
£’000
279
460
994
286
554
675
––––––––––––––––––––––––––––––
1,515
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
1,733
The total value of inventories recognised in cost of sales during the year was £1,910,950 (2022: £1,028,486). Raw materials and
finished goods comprise of SiC, blanks, functionalised carbon, chemicals and associated raw materials. Work in progress comprises
recoverable costs on long-term contracts.
13. Trade receivables
Trade receivables
14. Other receivables
Other receivables
Prepayments and accrued income
Lease Asset
Corporation tax
2023
£’000
2022
£’000
667
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
564
2023
£’000
2022
£’000
188
227
31
236
364
46
––––––––––––––––––––––––––––––
646
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
446
2023
£’000
2022
£’000
427
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
406
47
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp48-pp60.qxp 03/11/2023 17:02 Page 48
FINANCIAL STATEMENTS
15. Deferred income
Deferred income is recognised for both capital and revenue grants from governments and other funding parties and released as
income in accordance with the relevant conditions of the grant concerned. All income will be recognised within one year.
Commercial deferred income
2023
£’000
2022
£’000
68
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
103
As at 30 June 2023, deferred income of £58,561 (2022: £52,055) arose in relation to the rental of a reactor, which had been invoiced
during the year for a full year’s rental charge. The charge is being released over the course of the year. The remaining deferred income
relates to grant income which will be recognised in the profit and loss within a year.
16. Share capital and share premium
Number of
shares
No.
Share
capital
£’000
Share
premium
£’000
Total
£’000
At 30 June 2021
Issue of £0.02 ordinary shares
At 30 June 2022
Issue of £0.02 ordinary shares
At 30 June 2023
8,505
1,702
28,820
3,092
425,279,798
85,055,893
37,325
4,794
––––––––––––––––––––––––––––––––––––––––––––––––––––
42,119
5,510
––––––––––––––––––––––––––––––––––––––––––––––––––––
47,629
785,852,475
––––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––––
510,335,691
275,516,784
31,912
–
10,207
5,510
31,912
15,717
On 14 September 2022, the Company issued 275,516,784 new ordinary shares of 2p each.
Issue costs amounting to £371,000 have been charged through the Retained Losses Account during the year due to the new share
issue being at nominal value (2022: £309,000, charged to the Share Premium Account).
17. Share-based payment transactions
Options
The Company operates both an approved EMI share option scheme and an unapproved share option scheme for the benefit of
employees and directors of the Group.
The exercise price of the 2020 EMI options granted on 13 January 2020 was 2.25p per Ordinary Share (being a 19.7% premium to
the closing mid–market price of the Company’s Ordinary Shares on 10 January 2020, the last trading day before the grant). The
options vest three years from the date of grant.
The exercise price of the 2022 EMI options granted on 20 January 2022 was 6.25p per Ordinary Share (being a 12.6% premium to
the closing mid–market price of the Company’s Ordinary Shares on 20 January 2022). The options vest three years from the date of
grant.
The exercise price of the 2022 EMI options granted on 14 November 2022 was 2.25p per Ordinary Share (being a 20% premium to
the closing mid–market price of the Company’s Ordinary Shares on 11 November 2022). The options vest three years from the date
of grant.
The exercise price of the 2023 EMI options granted on 25 April 2023 was 2.25p per Ordinary Share (being a 42% premium to the
closing mid–market price of the Company’s Ordinary Shares on 25 April 2023). The options vest three years from the date of grant.
The options are accounted for as equity settled share-based payment transactions.
48
267021 Haydale AR pp48-pp60.qxp 03/11/2023 17:02 Page 49
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
The following table which illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options
during the year:
Balance at beginning of year
Granted
Lapsed
Forfeited
Balance at end of year
2023
WAEP
Pence
Number
of options
No.
47,685,000
55,450,000
(1,860,000)
–
Number
of options
No.
2.25 39,734,928
2.25 11,835,000
6.03
(3,872,768)
–
(12,160)
2022
WAEP
Pence
2.39
6.25
3.10
175.81
––––––––––––––––––––––––––––––––––––––––––––––––––
101,275,000
2.25
––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––
2.65 47,685,000
At 30 June 2023, there were options outstanding over 101,275,000 un-issued ordinary shares, equivalent to 12.9% of the issued
share capital as follows:
Number of
shares
Exercise
price
Earliest exercise
date
Latest
exercise date
Unapproved scheme
8 July 2020
20 January 2022
14 November 2022
25 April 2023
Approved EMI scheme
13 January 2020
20 January 2022
14 November 2022
25 April 2023
2.25p
6.25p
2.25p
2.25p
2.25p
6.25p
2.25p
2.25p
5,000,000
3,500,000
10,250,000
2,000,000
30,750,000
6,575,000
42,450,000
750,000
–––––––––––
101,275,000
–––––––––––
–––––––––––
8 July 2023
19 January 2025
8 July 2030
19 January 2032
13 November 2025 13 November 2032
24 April 2032
24 April 2023
13 January 2023
19 January 2025
13 January 2030
19 January 2032
13 November 2025 13 November 2032
24 April 2032
24 April 2023
The estimated fair value was calculated by applying a Black-Scholes option pricing model.
8 July 2020
13 January 2020
20 January 2022
20 January 2022
14 November 2022
14 November 2022
25 April 2023
25 April 2023
Type of
award
Number
of shares
Unapproved
EMI
Unapproved
EMI
Unapproved
EMI
Unapproved
EMI
5,000,000
30,750,000
3,500,000
6,575,000
10,250,000
42,450,000
2,000,000
750,000
–––––––––––
101,275,000
–––––––––––
–––––––––––
Share
price
at date of
grant
(Pence)
Fair
value
per
option
(Pence)
Award
life
(years)
Risk Expected
free
volatility
rate
(%)
rate Performance
conditions
(%)
3.65
1.88
5.50
5.50
1.88
1.88
1.58
1.58
0.63
1.71
1.13
1.13
0.37
0.37
0.20
0.20
10
10
10
10
10
10
10
10
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
80.5
80.5
63.6
63.6
68.7
68.7
59.1
59.1
See below
See below
See below
See below
See below
See below
See below
See below
January & July 2020 Performance Conditions
Should the Company’s closing mid-market share price reach and remain at or above £0.04 for at least 15 consecutive trading days,
commencing after the grant date and ending on or before 30 September 2021, 30% of share options are capable of vesting.
Should the Company’s closing mid-market share price reach and remain at or above £0.08 for at least 15 consecutive trading days,
commencing after the grant date and ending on or before 30 September 2022, an additional 30% of share options are capable
of vesting.
Should the Company’s closing mid-market share price reach and remain at or above £0.16 for at least 15 consecutive trading days,
commencing after the grant date and ending on or before 30 September 2023, the final 40% of share options are capable of vesting.
49
T
T
R
R
O
O
P
P
E
E
R
R
C
C
G
G
E
E
T
T
A
A
R
R
T
T
S
S
I
I
E
E
C
C
N
N
A
A
N
N
R
R
E
E
V
V
O
O
G
G
S
S
T
T
N
N
E
E
M
M
E
E
T
T
A
A
T
T
S
S
L
L
A
A
C
C
N
N
A
A
N
N
I
I
F
F
I
I
N
N
O
O
I
I
T
T
A
A
M
M
R
R
O
O
F
F
N
N
I
I
R
R
E
E
D
D
L
L
O
O
H
H
E
E
R
R
A
A
H
H
S
S
267021 Haydale AR pp48-pp60.qxp 03/11/2023 17:02 Page 50
FINANCIAL STATEMENTS
17. Share-based payment transactions (continued)
January 2022 Performance Conditions
Should the Company’s closing mid-market share price reach and remain at or above £0.10 for at least 15 consecutive trading days,
commencing after the grant date and ending on or before 30 September 2023, 30% of share options are capable of exercise.
Should the Company’s closing mid-market share price reach and remain at or above £0.15 for at least 15 consecutive trading days,
commencing after the grant date and ending on or before 30 September 2024, an additional 30% of share options are capable of
exercise.
Should the Company’s closing mid-market share price reach and remain at or above £0.20 for at least 15 consecutive trading days,
commencing after the grant date and ending on or before 30 September 2025, the final 40% of share options are capable of exercise.
November 2022 & April 2023 Performance Conditions
Should the Company’s closing mid-market share price reach and remain at or above £0.04 for at least 15 consecutive trading days,
commencing after the grant date and ending on or before 30 September 2024, 30% of share options are capable of exercise.
Should the Company’s closing mid-market share price reach and remain at or above £0.06 for at least 15 consecutive trading days,
commencing after the grant date and ending on or before 30 September 2025, an additional 30% of share options are capable
of exercise.
Should the Company’s closing mid-market share price reach and remain at or above £0.08 for at least 15 consecutive trading days,
commencing after the grant date and ending on or before 30 September 2026, the final 40% of share options are capable of exercise.
The weighted average remaining contractual life of share options outstanding at 30 June 2023 is 9 years (2022: 8 years). The charge
for the year for share-based payment amounted to £0.03 million (2022: £0.03 million).
Warrants
Balance at beginning of year
Lapsed
Granted
Balance at end of year
2023
Weighted
average
exercise Number of
price warrants
Pence
No.
8.00
67,398
–
(67,398)
2.00
1,000,000
2022
Weighted
average
Number of
exercise
warrants
price
No.
Pence
1,000,000
208.00
–
208.00
139,758,392
8.00
––––––––––––––––––––––––––––––––––––––––––––––––––
140,758,392
8.00
––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––
1,000,000
2.04
500,000 warrants outstanding at 30 June 2023 were held by employees (2022: Nil).
Warrants granted in July 2021 have a share price performance condition of £0.16 for 15 consecutive working days on or before
30 September 2023.
Warrants granted in September 2022 were issued as part of the September 2022 fundraise and do not have share performance
conditions and lapsed on 14 September 2023.
The same pricing model was used for calculating the cost of warrants to the Group as was used for calculating the cost of the options
to the Group.
The weighted average remaining contractual life of warrants outstanding at 30 June 2023 is 0.4 years (2022: 8 years). The charge
for the year for warrant payment amounted to £460k (2022: £9k).
50
267021 Haydale AR pp48-pp60.qxp 03/11/2023 17:02 Page 51
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
18. Reserves
Share capital
The share capital represents the nominal value of the equity shares in issue.
Share premium account
The share premium account represents the amount received on the issue of ordinary shares in excess of their nominal value, less
any costs associated with the issuance of the shares, and is non-distributable.
Share-based payment reserve
The share-based payment reserve comprises the cumulative expense representing the extent to which the vesting period of share
options has passed and management’s best estimate of the achievement or otherwise of non-market conditions and the number
of equity instruments that will ultimately vest.
Retained Losses
The retained profits and losses reserves comprise the cumulative effect of all other net gains, losses and transactions with owners
(e.g. dividends) not recognised elsewhere.
Foreign Exchange
The foreign exchange reserve comprises the translation differences arising from the translation of the overseas subsidiary results
into pound sterling.
19. Trade and other payables
Trade payables
Tax and social security
Lease liability
Accruals and other creditors
20. Bank loans
Bank loans
The borrowings are repayable as follows:-
– within one year
–
–
in the second year
in the third year and above
Current
Liabilities
Non-Current
Liabilities
2022
£’000
1,178
57
480
484
2023
£’000
789
70
473
567
2022
£’000
–
–
2,440
–
––––––––––––––––––––––––––––––––––––––––––––––––––
2,440
––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––
2023
£’000
–
–
1,962
–
1,899
1,962
2,199
2023
£’000
1,374
2022
£’000
1,352
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
11
605
758
11
15
1,326
––––––––––––––––––––––––––––––
1,352
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
1,374
The Group’s borrowings are denominated in US dollars and Pounds Sterling. The directors consider that there is no material difference
between the fair value and carrying value of the Group’s borrowings.
Average interest rates paid
2023
6.85%
2022
6.3%
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
51
T
T
R
R
O
O
P
P
E
E
R
R
C
C
G
G
E
E
T
T
A
A
R
R
T
T
S
S
I
I
E
E
C
C
N
N
A
A
N
N
R
R
E
E
V
V
O
O
G
G
S
S
T
T
N
N
E
E
M
M
E
E
T
T
A
A
T
T
S
S
L
L
A
A
C
C
N
N
A
A
N
N
I
I
F
F
I
I
N
N
O
O
I
I
T
T
A
A
M
M
R
R
O
O
F
F
N
N
I
I
R
R
E
E
D
D
L
L
O
O
H
H
E
E
R
R
A
A
H
H
S
S
267021 Haydale AR pp48-pp60.qxp 03/11/2023 17:02 Page 52
FINANCIAL STATEMENTS
20. Bank loans (continued)
In October 2016, a five year bank loan of $1,720,000 (equivalent to approximately £1.4 million at the time) was drawn by HTI, the
Company’s US holding company, secured on the fixed assets of HTI and its newly acquired operating subsidiary, HCT. This loan
carried an interest rate of 4% and was repayable in equal instalments. HTI also had a working capital facility of up to $900,000 which
was secured on a combination of the fixed assets, inventory and trade receivables of the US business. The rate of interest of this was
fixed at 5.25%. Both the above loans were repaid during the comparative year.
In June 2020, as part of the Government Bounce Back Loan scheme, HCS entered into a six year loan agreement with NatWest for
£50,000. The loan had a repayment holiday and did not accrue interest during the first 12 months. Following the initial 12 months,
interest has been charged at 2.5% p.a. and the loan and interest are repayable in equal instalments over the remaining period.
In March 2021, HCS secured a five year loan of £1,100,000 from Innovate Loans UK Limited. At the year end the Company had fully
drawn down this facility. The loan has a repayment holiday until March 2024 and is fully repayable by March 2026. Interest will be
charged at 7.4% p.a. for the period of the loan. For the initial 36 months interest will be paid at 3.7% p.a. and for the final 24 months
interest with be paid at 10.7% p.a. There are no penalties for early repayment.
During the prior year, the US operation secured a loan through the COVID-19 Economic Injury Disaster Loan scheme of $200,000.
The loan is for a period of 30 year with a fixed interest rate of 3.75% and deferred repayments for the first two years. At the year end
the balance on the loan was £164,000.
21. Related party disclosures
Balances and transactions between Haydale Graphene Industries Plc and its subsidiaries are eliminated on consolidation and are
not disclosed in this note. Balances and transactions between the Group and other related parties are disclosed below.
Remuneration of directors and key management personnel
The remuneration of the directors of the Company is set out below in aggregate for each of the categories specified in IAS 24 ‘Related
Party Disclosures’.
Short-term employee benefits and fees
Social security costs
Post-retirement benefits
2023
£’000
553
73
39
2022
£’000
522
62
36
––––––––––––––––––––––––––––––
620
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
665
Other transactions – Group and parent company
Fees totalling £26,750 (2022: £12,352) were paid to Evesco International Business for support during the year ending June 2023.
Mr G Eves served as a director of the Company during the year and is a director of Evesco International Business Services. At 30 June
2023, the balance owed to Evesco International Business Services was £Nil (2022: £Nil).
Other transactions – Group
Other related party transactions during the year under review are shown in the table below:
Services Received
QM Holdings
2023
£’000
2022
£’000
175
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
–
QM Holdings is owned by Thomas Quantrille and Marvin Murrell who are officers of HCT. QM Holdings owned the HCT facilities
and leased these to the Company. QM Holdings sold the property during the comparative year and following the sale the rental
is no longer deemed a related party transaction. During the year an amount of £Nil was paid to QM Holdings in respect of property
rent (2022: £174,914). The balance outstanding to QM Holdings at the year-end was £Nil (2022: £Nil).
52
267021 Haydale AR pp48-pp60.qxp 03/11/2023 17:02 Page 53
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
22. Financial instruments
The Group’s activities are exposed to a variety of market risk (including foreign currency risk and interest rate risk), credit risk and
liquidity risk. The Group’s overall financial risk management policy focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Group’s financial performance.
a) Financial risk management policies
The Group’s policies in respect of the major areas of treasury activity are as follows:
i) Market risk
Foreign currency risk
The Group is exposed to foreign currency risk on transactions and balances that are denominated in currencies other than
Pounds Sterling. The currencies giving rise to this risk are primarily the United States Dollar and the Euro. Foreign currency
risk is monitored closely on an ongoing basis to ensure that the net exposure is at an acceptable level. The Group maintains
the ability to provide a natural hedge wherever possible by matching the cash inflows (revenue stream) and cash outflows
used for purposes such as operational expenditure in the respective currencies.
The carrying amounts of the Group’s foreign currency denominated monetary assets and liabilities at the end of each
reporting period were as follows:
United States
Dollar
£’000
Euro
£’000
Total
£’000
2023
Financial assets
Financial liabilities
2022
Financial assets
Financial liabilities
51
53
––––––––––––––––––––––––––––––––––––––––––––––––––
93
––––––––––––––––––––––––––––––––––––––––––––––––––
57
36
2
5
216
––––––––––––––––––––––––––––––––––––––––––––––––––
117
––––––––––––––––––––––––––––––––––––––––––––––––––
211
44
73
Foreign currency sensitivity analysis
The following table details the sensitivity analysis to possible changes in the relative values of foreign currencies to which
the Group is exposed as at the end of the respective financial periods, with all other variables held constant:
Effects on loss after taxation/equity
United States Dollar:
– strengthened by 10%
– weakened by 10%
Euro:
– strengthened by 10%
– weakened by 10%
2023 Increase/ 2022 Increase/
(decrease)
£’000
(decrease)
£’000
2
(1)
(4)
4
14
(12)
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
(8)
5
ii)
Interest rate risk
The Group’s exposure to interest rate risk arises mainly from interest-bearing financial assets. The Group’s policy is to obtain
the most favourable interest rates available, while ensuring minimal risk to capital. Any surplus funds will be placed with
licensed financial institutions to generate interest income.
Interest rate risk sensitivity analysis
A 100 basis points strengthening or weakening of the interest rate as at the end of each financial period would have an
immaterial impact on loss after taxation and / or net assets. This assumes that all other variables remain constant.
53
T
T
R
R
O
O
P
P
E
E
R
R
C
C
G
G
E
E
T
T
A
A
R
R
T
T
S
S
I
I
E
E
C
C
N
N
A
A
N
N
R
R
E
E
V
V
O
O
G
G
S
S
T
T
N
N
E
E
M
M
E
E
T
T
A
A
T
T
S
S
L
L
A
A
C
C
N
N
A
A
N
N
I
I
F
F
I
I
N
N
O
O
I
I
T
T
A
A
M
M
R
R
O
O
F
F
N
N
I
I
R
R
E
E
D
D
L
L
O
O
H
H
E
E
R
R
A
A
H
H
S
S
267021 Haydale AR pp48-pp60.qxp 03/11/2023 17:02 Page 54
FINANCIAL STATEMENTS
22. Financial instruments (continued)
b) Credit risk
The Group’s exposure to credit risk, or the risk of third parties defaulting, arises mainly from trade and other receivables. The
Group manages its exposure to credit risk by the application of credit approvals, credit limits and monitoring procedures on an
ongoing basis. For other financial assets (including cash and bank balances), the Group minimises credit risk by dealing exclusively
with high credit rating financial institutions.
The Group establishes an allowance for impairment that represents its expected credit losses in respect of the trade and other
receivables as appropriate. The main components of this allowance are a specific loss component that relates to individually
significant exposures, and a collective loss component established for groups of similar assets in respect of losses that are
expected but not yet identified. Impairment is estimated by management based on prior experience, current market and third
party intelligence while considering the current economic environment.
Credit risk concentration profile
To date, modest sales have meant that the credit risk profile of the Group has tended to focus on a handful of customers only.
As such, no meaningful analysis can be drawn from the customer profile of the receivables outstanding at each period end
under review.
Exposure to credit risk
As the Group does not hold any collateral, the maximum exposure to credit risk is represented by the carrying amount of the
financial assets at the end of each financial period.
The exposure of credit risk for trade receivables by geographical region as at the year-end is as follows:
United Kingdom
Europe
North America
Rest of the world
Maturity analysis
The ageing analysis of the Group’s trade receivables as at the year-end is as follows:
Not past due
Past due:
– less than 3 months
– between 3 and 6 months
– more than 6 months
Gross amount
2023
£’000
39
19
230
276
2022
£’000
298
29
280
60
––––––––––––––––––––––––––––––
667
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
564
2023
£’000
530
2022
£’000
604
20
13
1
29
14
20
––––––––––––––––––––––––––––––
667
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
564
At the end of each financial period, trade receivables that are individually impaired were those in significant financial difficulties
and have defaulted on payments. These receivables are not secured by any collateral or credit enhancement.
Collective impairment allowances, are determined based on estimated irrecoverable amount from the sale of goods and services,
determined by reference to past default experience. Impairment provision is not material and therefore has not been recognised
in either the current or prior year.
Trade receivables that are past due but not impaired
The Board believes that no further impairment allowance is necessary in respect of these trade receivables.
54
267021 Haydale AR pp48-pp60.qxp 03/11/2023 17:02 Page 55
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
iii) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group exposure to
liquidity risk arises primarily from mismatches of the maturity of financial assets and liabilities.
The Group maintains a level of cash and cash equivalents and bank facilities deemed adequate by management to ensure as
far as possible, that it will have sufficient liquidity to meet its liabilities when they fall due.
All of the financial liabilities of the Group are due within one year, with the exception of certain long-term bank loans – see
note 20.
Maturity analysis
The ageing analysis of the Group’s non-derivative financial liabilities as at the year-end is as follows:
2023
Trade payables
Secured bank loan
Unsecured bank loan
Lease liability
Total
2022
Trade payables
Secured bank loan
Unsecured bank loan
Lease liability
Total
1 to 2 Yrs
£’000
–
592
13
477
Under 1 Yr
£’000
789
–
11
473
Total
£’000
789
1,182
192
2,435
––––––––––––––––––––––––––––––––––––––––––––––––––
4,598
––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––
3+ Yrs
£’000
–
590
168
1,485
1,082
1,273
2,243
1 to 2 Yrs
£’000
–
–
15
461
Under 1 Yr
£’000
1,178
–
11
480
Total
£’000
1,178
1,141
211
2,920
––––––––––––––––––––––––––––––––––––––––––––––––––
5,450
––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––
3+ Yrs
£’000
–
1,141
185
1,979
3,305
1,669
476
c) Capital risk management
The Group defines capital as the total equity of the Group. The Group’s objectives when managing capital are to safeguard the
Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders
and to maintain an optimal capital structure to reduce the cost of capital.
d
Classification of financial instruments (at amortised cost and fair value)
2023
£’000
2022
£’000
Financial assets
Trade receivables
Other receivables
Cash and bank balances
Financial Assets (at amortised cost)
Financial liabilities
Bank loans
Trade payables
Lease Liability
Financial Liabilities (at amortised cost)
564
219
1,378
667
282
1,186
––––––––––––––––––––––––––––––
2,135
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
2,161
1,374
789
2,435
1,352
1,178
2,920
––––––––––––––––––––––––––––––
5,450
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
4,598
There is no difference between the fair value and book value for the assets and liabilities.
e
Fair value of financial instruments
The Group has no financial assets or liabilities carried at fair values at the end of each reporting date.
55
T
T
R
R
O
O
P
P
E
E
R
R
C
C
G
G
E
E
T
T
A
A
R
R
T
T
S
S
I
I
E
E
C
C
N
N
A
A
N
N
R
R
E
E
V
V
O
O
G
G
S
S
T
T
N
N
E
E
M
M
E
E
T
T
A
A
T
T
S
S
L
L
A
A
C
C
N
N
A
A
N
N
I
I
F
F
I
I
N
N
O
O
I
I
T
T
A
A
M
M
R
R
O
O
F
F
N
N
I
I
R
R
E
E
D
D
L
L
O
O
H
H
E
E
R
R
A
A
H
H
S
S
267021 Haydale AR pp48-pp60.qxp 03/11/2023 17:02 Page 56
FINANCIAL STATEMENTS
23. Capital commitments
The Group had the following capital commitments in the respective years:
Authorised by the directors for Plant & Machinery
2023
£’000
2022
£’000
52
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
–
24. Ultimate controlling party
The Directors do not consider any one shareholder, individually or acting in consort with others, to have ultimate control of the
Group.
25. Lease arrangements
The amounts of minimum lease payments under non-cancellable operating leases are as follows:
2023
2023
Land and
Plant and
buildings machinery
£’000
£’000
2022
2022
Land and
Plant and
buildings machinery
£’000
£’000
– within one year
– within two to five years
Aggregate amounts payable
Payments recognised as an expense under these leases were as follows:
Operating lease expense
–
–
1
2
–––––––––––––––––––––––––––––––––––––––––––––––––––
3
–––––––––––––––––––––––––––––––––––––––––––––––––––
–––––––––––––––––––––––––––––––––––––––––––––––––––
–
–
1
2
–
–
3
2023
2023
Plant and
Land and
buildings machinery
£’000
£’000
2022
2022
Plant and
Land and
buildings machinery
£’000
£’000
1
–––––––––––––––––––––––––––––––––––––––––––––––––––
–––––––––––––––––––––––––––––––––––––––––––––––––––
–
–
1
Within the minimum lease payments for plant and machinery is the cost relating to general office equipment.
26. Defined Benefit Pension Scheme
HCT operated a defined benefit pension scheme. The scheme was closed in November 2006 for any new participants and frozen in
February 2009 for all participants.
Contributions of £180,000 were made to the scheme during the year ended 30 June 2023 (2022: £92,000).
Included in the loss before tax during the year:
Net Interest Expense
Included in other comprehensive income during the year:
Actuarial gain from demographic assumptions
2023
£’000
2022
£’000
9
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
122
2023
£’000
2022
£’000
113
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
495
56
267021 Haydale AR pp48-pp60.qxp 03/11/2023 17:02 Page 57
The following table sets forth the pension plan’s funded status as of 30 June:
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
Accumulated benefit obligation
Projected Benefit obligation
Plan assets at fair value
Funded Status
Accrued Pension Cost
2023
£’000
2022
£’000
(3,307)
(4,076)
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
(3,307)
2,730
(4,076)
2,720
––––––––––––––––––––––––––––––
(1,356)
––––––––––––––––––––––––––––––
(1,356)
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
(577)
(577)
Net amount recognised in the Consolidated Statement of Financial Position as of 30 June, consisted of the following:
Non-current Liabilities
2023
£’000
2022
£’000
(1,356)
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
(577)
The discount rate is based on the yield curve of government bonds in the applicable region adjusted with a credit spread of one of
the two highest ratings given by a recognized ratings agency. Future cash outflows of the plans are then related with the yield curve.
The average is the discount rate. The weighted average assumptions used to develop the actuarial present value of benefit obligations
and net periodic benefit costs for the pension plan are as follows for the year ended 30 June 2023:
Discount rate for periodic benefit costs
Discount rate for benefit obligations
Rate of increase in compensation levels
Investment return rate
Mortality Assumptions are as follows:
5.00%
5.00%
3.61%
3.67%
Longevity at retirement age (current & future pensioners)
– Males
– Females
2023
20.6 years
22.5 years
2022
20.5 years
22.4 years
Plan Assets
Pension assets are managed by an outside investment manager and are rebalanced periodically. The Company establishes policies
and strategies and regularly monitors performance of the assets, including the selection of investment managers, setting long-term
strategic targets, and monitoring asset allocations. Target allocation ranges are guidelines, not limitations, subject to variation from
time-to-time or as circumstances warrant, and occasionally, the Company may approve allocations above or below a target range.
The pension plan’s investment strategy with respect to pension assets is to invest the assets in accordance with ERISA and fiduciary
standards. The long-term primary objective for the pension plan assets are to protect the assets from erosion of purchasing power
and to provide a reasonable amount of long-term growth of capital, without undue exposure to risk. Currently, the strategic targets
are 45% for equity securities, 50% for debt securities, and no more than 5% for other categories.
The fair value of the Company’s pension plan assets valued at 30 June 2023, by asset category were as follows:
Description
Cash
Corporate Equities
Fixed Income:
US Government
Corporate debt
Mutual Funds
Total
Carrying
Amount
£’000
196
1,423
Assets/
Liabilities
Measured at
Fair Value
£’000
196
1,423
Fair Value Measurements at
30 June 2023 using
Level 1
Inputs
£’000
Level 2
Inputs
£’000
196
1,423
–
–
175
836
100
175
836
–
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
1,011
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
175
836
100
–
–
100
2,730
1,719
2,730
57
T
T
R
R
O
O
P
P
E
E
R
R
C
C
G
G
E
E
T
T
A
A
R
R
T
T
S
S
I
I
E
E
C
C
N
N
A
A
N
N
R
R
E
E
V
V
O
O
G
G
S
S
T
T
N
N
E
E
M
M
E
E
T
T
A
A
T
T
S
S
L
L
A
A
C
C
N
N
A
A
N
N
I
I
F
F
I
I
N
N
O
O
I
I
T
T
A
A
M
M
R
R
O
O
F
F
N
N
I
I
R
R
E
E
D
D
L
L
O
O
H
H
E
E
R
R
A
A
H
H
S
S
267021 Haydale AR pp48-pp60.qxp 03/11/2023 17:02 Page 58
FINANCIAL STATEMENTS
26. Defined Benefit Pension Scheme (continued)
All corporate equities are quoted securities.
The changes in the fair value of the Company’s pension plan assets for the year ending 30 June 2023, were as follows:
2023
£’000
2022
£’000
Opening Balance
Contributions
Distributions
Net realised gain/(loss)
Foreign exchange (loss)/gain
Balance at Year End
2,720
180
(240)
207
(137)
2,808
92
(269)
(271)
360
––––––––––––––––––––––––––––––––––
2,720
––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––
2,730
Cash Flows
The Company expects benefits paid for the next five fiscal years and the five years thereafter as follows:
2023
£’000
2022
£’000
2024
2025
2026
2027
2028
Thereafter
282
281
281
289
301
1,360
280
279
284
283
283
1,442
––––––––––––––––––––––––––––––––––
2,850
––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––
2,794
The Company’s pension plan asset allocations by asset category were as follows as of 30 June 2023:
Asset Category
Cash
Equity Mutual Funds
Fixed Income
Other
Plan Obligations
Benefit Obligation at 1 July
Foreign exchange movement
Interest cost
Actuarial gain/(loss)
Benefits paid
Benefit Obligation at 30 June
Fair Value of Plan Assets at 1 July
Foreign Exchange movement
Actual Return on plan assets
Interest Income
Employer contributions
Benefits paid
Fair Value of Plan Assets at 30 June
Funded Status at 30 June
58
7.2%
55.0%
34.3%
3.5%
2022
£’000
2023
£’000
(3,307)
(4,076)
156
(122)
495
240
(3,834)
(518)
(106)
113
269
––––––––––––––––––––––––––––––––––
(4,076)
––––––––––––––––––––––––––––––––––
2,808
360
(271)
–
92
(269)
––––––––––––––––––––––––––––––––––
2,720
––––––––––––––––––––––––––––––––––
(1,356)
––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––
2,720
(137)
207
–
180
(240)
2,730
(577)
267021 Haydale AR pp48-pp60.qxp 03/11/2023 17:02 Page 59
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
Defined benefit obligation – sensitivity analysis.
The impact to the value of the defined benefit obligation of a reasonably possible change to one actuarial assumption, holding all
other assumption constant, is presented in the table below:
Actuarial Assumption
Discount Rate
Mortality Rate
Reasonably
Possible Change
Defined Benefit Obligation (£’000)
Decrease
Increase
(+/- 0.25%)
(+/-1.00%)
64
15
(66)
(15)
HCT also has a defined contribution plan under Section 401(k) of the Internal Revenue Code which provides for voluntary
participation. All employees who have completed one hour of service are eligible to participate in this plan beginning the first pay
period of the month following the date an hour of service is first performed. Participants may contribute on a pre-tax basis from 1%
to 60%, in 1% increments, of their annual base salary. Company contributions under the plan are required to be equal to 100% of
that portion of participant contributions which do not exceed 6% of the participant’s annual base compensation rate. Participants
are immediately vested in their voluntary contributions plus actual earnings and Company contributions. The Company contributions
for the year ended 30 June 2023, were £180,000 (2022: £92,000).
27. Taxes
Deferred tax is calculated in full on temporary differences under the liability method. Deferred tax assets and liabilities are measured
at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and
tax laws) that have been enacted or substantively enacted by the end of the reporting period.
There was no movement on the deferred tax account in the year and the balance at the year end is £Nil (2022 - £Nil).
Detail of the deferred tax liability, amounts recognised in profit and loss and amounts recognised in other comprehensive income
are as follows:
Asset
2023
£’000
Liability
2023
£’000
Net
2023
£’000
(Charged)/
credited
to profit
or loss
2023
£’000
122
954
–
–
–
(1,076)
(163)
440
(277)
––––––––––––––––––––––––––––––––––––––––––––––––––
–
––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––
122
954
(1,076)
(1,076)
1,076
–
Asset
2022
£’000
Liability
2022
£’000
Net
2022
£’000
(Charged)/
credited
to profit
or loss
2022
£’000
285
515
–
–
–
(800)
70
21
(91)
––––––––––––––––––––––––––––––––––––––––––––––––––
–
––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––
285
515
(800)
(800)
800
–
Employee pension liabilities
Available losses
Business combination
Net tax assets/(liabilities)
Employee pension liabilities
Available losses
Business combinations
Net tax assets/(liabilities)
59
T
T
R
R
O
O
P
P
E
E
R
R
C
C
G
G
E
E
T
T
A
A
R
R
T
T
S
S
I
I
E
E
C
C
N
N
A
A
N
N
R
R
E
E
V
V
O
O
G
G
S
S
T
T
N
N
E
E
M
M
E
E
T
T
A
A
T
T
S
S
L
L
A
A
C
C
N
N
A
A
N
N
I
I
F
F
I
I
N
N
O
O
I
I
T
T
A
A
M
M
R
R
O
O
F
F
N
N
I
I
R
R
E
E
D
D
L
L
O
O
H
H
E
E
R
R
A
A
H
H
S
S
267021 Haydale AR pp48-pp60.qxp 03/11/2023 17:02 Page 60
FINANCIAL STATEMENTS
27. Taxes (continued)
A deferred tax asset has not been recognised for the following:
Accelerated capital allowances
Unused tax losses
2023
£’000
5
12,137
––––––––––––––
12,142
––––––––––––––
––––––––––––––
The unused tax losses can be carried forward indefinitely in the UK and up to a maximum of 20 years in the US.
28. Post Balance Sheet Event
On 3 October 2023, the Company raised £5.1 million (gross) through a placing, retail offer and subscription of 1,012,609,000 new
Ordinary Shares at 0.5 pence per share. The funds raised will be principally used to fund the general working capital needs of the
business. As part of this process, the Company’s share capital was restructured to in effect reduce the nominal value of each ordinary
share from 2.0 pence to 0.1 pence.
Save for 576 shares issued following an exercise of warrants, all other warrants issued following the fundraise on 13 September
2022 of 138,758,392 lapsed on 14 September 2023 and are no longer exercisable.
29. Reconciliation of liability movement as a result of financing activities
Non-current
Loans and
borrowings
£’000
Current
loans and
borrowings
£’000
3,214
108
454
–
260
–
348
43
1,250
16
–
(842)
–
(548)
12
(43)
Total
£’000
4,464
124
454
(842)
260
(548)
360
–
646
(646)
–
–––––––––––––––––––––––––––––––––––––––––––––––
4,272
199
(53)
114
(603)
(120)
–
3,781
117
–
114
–
(113)
22
491
82
(53)
–
(603)
(7)
(22)
(596)
–
–––––––––––––––––––––––––––––––––––––––––––––––
3,809
–––––––––––––––––––––––––––––––––––––––––––––––
–––––––––––––––––––––––––––––––––––––––––––––––
3,325
484
596
At 1 July 2021
Interest accruing in period
New loan in year
Loan repayments in year
Lease liability addition
Lease liability repayments in year
Effect of foreign exchange
Loans classified as non-current at 30 June 2021 becoming current during year.
Lease liability classified as non-current at 1 July 2021 becoming
current during year
At 30 June 2022
Interest accruing in period
Loan repayments in year
Lease liability addition
Lease liability repayments in year
Effect of foreign exchange
Loans classified as non-current at 30 June 2022 becoming current during year.
Lease liability classified as non-current at 1 July 2022 becoming
current during year
At 30 June 2023
60
267021 Haydale AR pp61-imp.qxp 03/11/2023 17:03 Page 61
PARENT COMPANY BALANCE SHEET
As at 30 June 2023
Company Registration No. 07228939
PARENT COMPANY REPORT
Fixed assets
Property, plant and equipment
Investments
Current assets
Debtors – within one year
Debtors – after more than one year
Cash at bank and in hand
Creditors: amounts falling due within one year
NET CURRENT ASSETS
TOTAL ASSETS LESS CURRENT LIABILITIES
Creditors: amounts falling due after more than one year
NET ASSETS
Capital and reserves
Called up share capital
Share premium account
Profit and loss account
SHAREHOLDER’S FUNDS
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
Note
2023
£’000
2022
£’000
6
7
7
8
9
9
7
1,317
17
1,238
––––––––––––––––––––––––––––––
1,255
––––––––––––––––––––––––––––––
1,324
(237)
10,837
154
9,867
816
278
7,097
695
––––––––––––––––––––––––––––––
8,070
––––––––––––––––––––––––––––––
(429)
––––––––––––––––––––––––––––––
7,641
––––––––––––––––––––––––––––––
8,896
–
––––––––––––––––––––––––––––––
8,896
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
11,924
–
11,924
10,600
15,717
31,912
(35,705)
10,207
31,912
(33,223)
––––––––––––––––––––––––––––––
8,896
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
11,924
As permitted by section 408 of the Companies Act 2006, the Company’s profit and loss account has not been included in these
financial statements. The loss of the Company for the year ended 30 June 2023 was £2,701,000 (2022: £3,728,000).
The financial statements on pages 63 to 67 were approved and authorised for issue by the Board of directors on 25 October 2023
and signed on its behalf by:
David Banks
Chair
Keith Broadbent
Chief Executive Officer
61
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp61-imp.qxp 03/11/2023 17:03 Page 62
FINANCIAL STATEMENTS
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2023
Share
capital
£’000
Share
Profit and
Premium loss account
£’000
£’000
Total
Equity
£’000
8,505
28,820
(29,533)
7,792
–
–
(3,728)
(3,728)
–
1,702
–
38
5,103
(309)
–––––––––––––––––––––––––––––––––––––––––––––––––
8,896
–
3,401
(309)
38
–
–
(33,223)
10,207
31,912
–
–
(2,701)
(2,701)
–
–
–
–
5,510
–
590
5,510
(371)
–––––––––––––––––––––––––––––––––––––––––––––––––
11,924
–––––––––––––––––––––––––––––––––––––––––––––––––
–––––––––––––––––––––––––––––––––––––––––––––––––
590
–
(371)
(35,705)
15,717
31,912
At 1 July 2021
Comprehensive Income for the year
Loss for the year
Contributions by and distributions to owners
Recognition of share-based payments
Issue of ordinary share capital, net of transaction costs
Share issue costs
At 30 June 2022 and 1 July 2022
Comprehensive Income for the year
Loss for the year
Contributions by and distributions to owners
Recognition of share-based payments
Issue of ordinary share capital
Share issue cost
At 30 June 2023
62
267021 Haydale AR pp61-imp.qxp 03/11/2023 17:03 Page 63
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
NOTES TO THE PARENT COMPANY BALANCE SHEET
For the year ended 30 June 2023
1. Basis of preparation
The parent company financial statements of Haydale Graphene Industries Plc, a public company incorporated and registered in
England and Wales under the Companies Act 2006 with company number 07228939 which is limited by shares, have been prepared
in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework. The principal accounting policies adopted in
the preparation of the financial statements are set out below. The policies have been consistently applied to the years presented,
unless otherwise stated.
The financial statements have been prepared on a historical cost basis. The presentation currency used is sterling and amounts have
been presented in round thousands.
Disclosure exemptions adopted
In preparing these financial statements the company has taken advantage of all disclosure exemptions conferred by FRS101.
Therefore these financial statements do not include:
–
–
–
–
–
–
certain comparative information as otherwise required by IFRS;
certain disclosures regarding the company’s capital;
a statement of cash flows;
the effect of future accounting standards not yet adopted;
the disclosure of the remuneration of key management personnel; and
disclosure of related party transactions with other wholly owned members of the group headed by Haydale Graphene
Industries Plc.
In addition, all in accordance with FRS 101, further disclosure exemptions have been adopted because equivalent disclosures are
included in the consolidated financial statements of Haydale Graphene Industries Plc. These financial statements do not include
certain disclosures in respect of:
–
–
–
Share based payments;
Business combinations; and
Financial Instruments
2. Accounting policies
With the exception of the adoption of IFRS 16 discussed further below, the following accounting policies have been applied
consistently in dealing with items which are considered material to the company’s financial statements:
Investment in subsidiary undertakings
Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the
following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor
to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be
a change in any of these elements of control.
Investments in subsidiary undertakings where the company has control are stated at cost less any provision for impairment.
Financial assets
Impairment of financial assets
The Company assesses at each balance sheet date whether a financial asset or group of financial assets is impaired.
Assets carried at amortised cost
These assets arise principally from the provision of services and advancing of monies to the company’s subsidiaries, but also
incorporate other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and
the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction
costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective
interest rate method, less provision for impairment.
63
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp61-imp.qxp 03/11/2023 17:03 Page 64
FINANCIAL STATEMENTS
2. Accounting policies (continued)
The Company’s financial assets measured at amortised cost comprise intercompany receivables, trade and other receivables and
cash and cash equivalents in the consolidated statement of financial position.
The intercompany receivables are interest-free loans that are repayable on demand. In applying IFRS 9 to these balances, the company
assesses the ability of the debtor subsidiary to repay the loan on demand at each reporting date. A loan is considered to be in default
where there is evidence that the borrower has insufficient liquid assets to repay the loan on demand. This is assessed with reference
to key liquidity and solvency ratios. Where the borrowing subsidiary has sufficient liquid assets to repay the loan immediately,
meaning the risk of default is very low, the loan is considered to be in Stage 1 of the expected credit loss model, meaning that there
is deemed to have been no significant increase in credit risk. However, should the borrowing subsidiary not have sufficient liquid
assets to repay the loan on demand, the loan is considered to be at Stage 3 of the expected credit loss model and credit impaired.
Where a loan is deemed to be credit impaired, an expected credit loss provision is recognised based on a ‘repay over time’ approach
applying a discounted cashflow analysis.
Cash and cash equivalents includes cash in hand for the purpose of the statement of cash flows - bank overdrafts. Bank overdrafts
are shown within loans and borrowings in current liabilities.
Share-based payments
When the Company grants options over equity instruments directly to the employees of a subsidiary undertaking, the effect of the
share-based payment is capitalised as part of the investment in the subsidiary as a capital contribution, with a corresponding increase
in equity.
Depreciation
Depreciation is provided to write off cost, less estimated residual values, of all tangible fixed assets, evenly over their expected useful
lives. It is calculated at the following rates:
Furniture and fittings
Computer equipment
33% per annum straight line
33% per annum straight line
Impairment
The need for any fixed asset impairment write-down is assessed by comparison of the carrying value of the asset against the higher
of realisable value and value in use.
Taxation
The charge for taxation is based on the loss for the period and takes into account taxation deferred.
Current tax is measured at amounts expected to be paid using the tax rates and laws that have been enacted by the balance sheet
date. The substantively enacted rate has been used for deferred tax balances, which are recognised in respect of all timing differences
that have been originated but not reversed by the reporting date, except that the recognition of deferred tax assets is limited to the
extent that the Company anticipates making sufficient taxable profits in the future to absorb the reversal of the underlying timing
differences.
Foreign Currency
Foreign currency transactions are translated at the rates ruling when they occurred. Foreign currency monetary assets and liabilities
are translated at the rate of exchange ruling at the balance sheet date. Any differences are taken to the profit and loss account.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial information in conformity with IFRSs requires the use of certain critical accounting estimates. It also
requires the directors of the Company to exercise their judgement in the process of applying the accounting policies which are
detailed below. These judgements are continually evaluated by the directors and management and are based on historical experience
and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The key estimates and underlying assumptions concerning the future and other key sources of estimation uncertainty at the
statement of financial position date, that have a significant risk of causing material adjustment to the carrying amounts of assets
and liabilities within the next financial period are reviewed on an ongoing basis. Revision to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods
if the revision affects both current and future periods.
64
267021 Haydale AR pp61-imp.qxp 03/11/2023 17:03 Page 65
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
Share Based Payments
The costs of the share-based payments plans (and warrant plans) are determined on the basis of the fair value of the equity
instrument at grant date. Determining the fair value assumes choosing the most suitable valuation model for these equity
instruments, for which the characteristics of the grant have a decisive influence. This assumes also the input into the valuation
model of some relevant judgments, like the estimated expected life of the warrant and the volatility. The judgments made and the
model used are further specified in note 17 of the Consolidated Financial Statements.
Impairment of Investments
The Company considers the impairment of investments on an annual basis. An estimate of the values of investments is calculated
on a discounted cash flow basis. Our value in use calculations require estimates in relation to uncertain items, including
management’s expectations of future revenue growth, operating costs, profit margins, operating cashflows and the discount rate
applied.
Future cash flows used in the value in use calculations are based on our latest Board approved longer term projections. Expectations
about future growth reflect expectations of growth in the markets applicable to the group. The future cashflows are discounted
using a pre-tax discount rate that reflects current market assessments of the time value of money. The impairment of investments
has been considered under note 10 of the consolidated financial statements.
Impairment of debtors
The Company applies the expected credit loss model under IFRS 9 in assessing the impairment of receivables. As intercompany
receivables are repayable on demand, the debtor is considered to be in default if they would be unable to repay the balance at the
reporting date. In such circumstances, the receivables are impaired to the extent that the debtor company is not considered able to
repay the receivable if it were to be recalled at the balance sheet date. Where a loan is deemed to be credit impaired, an expected
credit loss provision is recognised based on a ‘repay over time’ approach applying a discounted cashflow analysis.
3. Audit Fees
The audit fees of the parent company have been disclosed within note 6 of the consolidated financial statements, which form part
of these financial statements.
4. Employees
The average number of employees during the year, including executive directors, was:
Administration
Staff costs for all employees, including executive directors, consist of:
Wages and Salaries
Social Security Costs
Pension Costs
Share based payment expense
2023
No.
2022
No.
10
––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––
13
2023
£’000
2022
£’000
849
104
71
165
723
91
62
38
––––––––––––––––––––––––––––––
914
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
1,189
5. Directors’ remuneration
In respect of directors’ remuneration, the disclosures required by Schedule 5 to the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 are included in the detailed disclosures in the audited Group accounts in Note 7, which
are ascribed as forming part of these financial statements.
65
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp61-imp.qxp 03/11/2023 17:03 Page 66
FINANCIAL STATEMENTS
6. Fixed asset investments
Cost
At 1 July 2022
Additions during the year
At 30 June 2023
Investment
£’000
1,238
79
–––––––––––––
1,317
–––––––––––––
–––––––––––––
The impairment reviews have been carried out on the same basis as those applied to goodwill and intangibles of the Group (see
note 10 in the Group accounts for further detail).
The undertakings in which the Company's interest at the period end is 20% or more are as follows:
Name of subsidiary company
Haydale Ltd
Haydale Composite Solutions Limited
Haydale Composites Ltd
EPL Composites Limited
Haydale Technologies Korea Co., Ltd
Haydale Technologies Incorporated LLC
Haydale Technologies Thailand Ltd
Haydale Ceramic Technologies LLC
Country of
incorporation
or registration
England & Wales
England & Wales
England & Wales
England & Wales
South Korea
North America
Thailand
North America
Proportion of
ordinary share
capital held
100%
100%
100%
100%
100%
100%
100%
100%
Nature of
business
R&D, sales and distribution
R&D, sales and distribution
Dormant
Dormant
Sales and distribution
Holding Company
R&D, sales and distribution
Sales and distribution
Haydale Composites Ltd & EPL Composite Limited are exempt from audit in accordance with the Companies Act 2006, as a result
of them remaining dormant throughout the current and previous financial years. Haydale Technologies Korea Co., Ltd is also exempt
from audit.
Subsidiary
Haydale Ltd
Haydale Composites Ltd
EPL Composites Ltd
Haydale Composite Solutions Limited
Haydale Technologies Korea Co., Ltd
Haydale Technologies Thailand Ltd
Registered office
Clos Fferws, Parc Hendre, Capel Hendre, Ammanford, Carmarthenshire, SA18 3BL
Clos Fferws, Parc Hendre, Capel Hendre, Ammanford, Carmarthenshire, SA18 3BL
Clos Fferws, Parc Hendre, Capel Hendre, Ammanford, Carmarthenshire, SA18 3BL
Unit 10 Charnwood Business Park, North Road, Loughborough, Leicestershire, LE11 1QJ
16F, Gangnam Bldg. 396, Seocho-daero, Seocho-gu, Seoul 137-857, South Korea
Room 510 - 515, Tower D, 5th Floor, Thailand Science Park Phahon Yothin Road,
Luang District, Pathum Thani Province, 12120, Thailand
Haydale Technologies Incorporated LLC 1446 South Buncombe Road, Greer, South Carolina. 29651, USA
1446 South Buncombe Road, Greer, South Carolina. 29651, USA
Haydale Ceramic Technologies LLC
66
267021 Haydale AR pp61-imp.qxp 03/11/2023 17:03 Page 67
7. Debtors
Haydale Graphene Industries Plc | Annual Report & Accounts 2023
2023 2023
£’000 £’000
< 1 yr > 1 yr
Amounts owed by group companies – 9,867
Corporation tax 89 –
Other debtors 57 –
Prepayments and accrued income 8 –
2022
£’000
> 1 yr
7,097
–
–
–
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
7,097
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
2022
£’000
< 1 yr
–
76
188
14
154 9,867
278
During the year an impairment provision of £118,000 (2022: £909,000) was recognised in relation to Haydale Technologies Thailand
Limited and Haydale Technologies Korea Co Ltd intercompany balances.
Loans to subsidiary organisations are denominated in their local currency in line with IAS21, for consolidation purposes these loans
are classified as part of the net investment in the subsidiary and foreign exchange movements on these balances are recorded
through the Other Comprehensive Income.
Amounts owed by group companies are in foreign currencies, predominantly in USD. A 1% movement in the exchange rate would
result in a gain of £0.08m or a loss of £0.08m.
8. Creditors: amounts falling due within one year
Trade creditors
Other creditors including tax and social security
Accruals and deferred income
9. Share capital and share premium
At 1 July 2022
Issue of £0.02 ordinary shares
At 30 June 2023
2023
£’000
42
64
131
2022
£’000
152
89
188
––––––––––––––––––––––––––––––
429
––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––
237
Number of
shares
No.
Share
capital
£’000
Share
premium
£’000
Total
£’000
10,207
5,510
42,119
510,335,691
275,516,784
5,510
–––––––––––––––––––––––––––––––––––––––––––––––––––
785,852,475
47,629
–––––––––––––––––––––––––––––––––––––––––––––––––––
–––––––––––––––––––––––––––––––––––––––––––––––––––
31,912
–
31,912
15,717
The Company issued 275,516,784 new ordinary shares of 2p each in September 2022. There were £371,000 issue costs associated
with the new ordinary share issue, charged to the Profit and Loss account due to the share issue being at nominal value.
10. Ultimate controlling party
The directors do not consider any one shareholder, individually or acting in consort with others, to have ultimate control of
the Company.
11. Related party transactions
The Company is exempt from disclosing transactions with wholly owned subsidiaries within the Group. Other related party
transactions are included within those given in note 21 of the consolidated financial statements.
67
T
R
O
P
E
R
C
G
E
T
A
R
T
S
I
E
C
N
A
N
R
E
V
O
G
S
T
N
E
M
E
T
A
T
S
L
A
C
N
A
N
I
F
I
N
O
I
T
A
M
R
O
F
N
I
R
E
D
L
O
H
E
R
A
H
S
267021 Haydale AR pp61-imp.qxp 03/11/2023 17:03 Page 68
SHAREHOLDER INFORMATION
Corporate Information
Registered and Clos Fferws, Parc Hendre,
Head Office Capel Hendre, Ammanford,
Secretary Matt Wood
cosec@haydale.com
Carmarthenshire,
Wales, SA18 3BL
Company Number 07228939
Website www.haydale.com
Investor Relations investor.relations@haydale.com
General enquiries info@haydale.com
Independent Auditor Crowe U.K. LLP
55 Ludgate Hill, London,
EC4M 7JW
Corporate Solicitors Field Fisher LLP
Riverbank House, 2 Swan Lane,
London EC4R 3TT
Registrars Share Registrars Limited 3,
The Millennium Centre,
Crosby Way, Farnham,
Surrey, GU9 7XX
Nominated Advisor Cavendish
and Broker One Bartholomew Close,
London, EC1A 7BL
Intellectual Property Mewburn Ellis LLP
Solicitors 33 Gutter Lane, London,
EC2V 8AS
Investor relations
The shares of Haydale Graphene Industries Plc are listed on the Alternative Investment Market (AIM) of the London Stock Exchange.
Tradeable Instrument Display Mnemonic (TIDM): HAYD
Stock Exchange Daily Official List (SEDOL) code: BKWQ113
International Securities Identification Number (ISIN): GB00BKWQ1135
In accordance with AIM Rule 26 regarding company information disclosure, various investor orientated information is available on
our website at www.haydale-ir.com/
Registrars
Enquiries relating to matters such as loss of a share certificate, dividend payments or notification of a change of address should be
directed to Share Registrars Limited who are the Company’s registrars by post: 3 The Millennium Centre, Crosby Way, Farnham,
Surrey, GU9 7XX; by email: enquiries@shareregistrars.uk.com; or by telephone: 01252 821390.
Donate your shares to charity
The Company supports ShareGift, the charity share donation scheme administered by The Orr Mackintosh Foundation (registered
charity number: 1052686).
Through ShareGift, shareholders who only have a small number of shares which might be considered uneconomic to sell are able
to donate them to charity. Donated shares are aggregated and sold by ShareGift, the proceeds being passed onto a wide range of
UK charities.
Donating shares gives rise neither to a gain or loss for UK capital gains tax purposes and UK taxpayers may also be able to claim
income tax relief on such gifts of shares.
Full details about ShareGift can be obtained from their website at www.sharegift.org or by contacting them by email at
help@sharegift.com.
68
Contents
About Haydale
STRATEGIC REPORT
Chair’s Statement
Strategic Report
Principal Risks and Uncertainties
GOVERNANCE
Board of Directors
Directors’ Report
Chair’s Corporate Governance Statement
Directors’ Remuneration Report
FINANCIAL STATEMENTS
Independent Auditor’s Report to the Members of
Haydale Graphene Industries Plc
Consolidated Statements
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes In Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Parent Company Statements
Parent Company Report
SHAREHOLDER INFORMATION
Corporate Information
1
2
3
8
9
10
13
20
22
27
28
29
30
31
61
68
Haydale
Graphene
Industries Plc
Annual Report
And Accounts
For the year ended
30 June 2023
Creating
Material
Change
Company Registration No:
07228939
www.haydale.com
Haydale Graphene
Industries Plc
Clos Fferws, Parc Hendre,
Capel Hendre, Ammanford,
Carmarthenshire, SA18 3BL
T: +44 (0)1269 842946
F: +44 (0)1269 831062