Verditek plc
(“Verditek” or the “Company” or the “Group”)
Interim Report and Financial Statements for the six months to 30 June 2023
Verditek plc, (AIM:VDTK) the international green technology company that develops, manufactures and
sells lightweight solar panels, is pleased to announce its interim results for the six months to 30 June
2023.
This announcement contains inside information for the purposes of Article 7 of the UK version of
Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information
Service, this inside information is now considered to be in the public domain.
Enquiries:
Verditek plc
RH Lord David Willetts FRS (Non-Executive Chairman)
Rob Richards (Chief Executive Officer)
WH Ireland Limited (NOMAD and Broker)
Chris Hardie
Hugh Morgan
Andrew de Andrade
Tel: +44 (0)20 7129 7903
enquiries@verditek.com
Tel: +44 (0)20 7220 1666
Verditek plc
(“Verditek” or the “Company” or the “Group”)
Company Registration No. 10114644
Interim Report and Financial Statements
For the six month period to 30 June 2023
Verditek plc Interim Results June 2023
CEO Statement
Overview
Verditek has seen a growth in orders in connection with our integrated panel roofing collaborations in the six-months
to 30 June 2023. Around 120 projects have been delivered in the period, a combination of commercial and trial
projects. Verditek has continued to work with strategic partners to develop innovative integrated solar solutions.
Strategy
The Group’s focus during 2023 continues to be on refining the Group’s solar offering and working to build and convert
the sales pipeline.
The Group’s solar strategy is to manufacture high quality panels with a focus on B2B sales through engaging
distributors and sales representatives in different regions. The Group also aims to partner with solutions providers,
who develop and bring to market innovative solutions with integrated solar panels.
In light of the climate emergency, the world needs to evolve from its dependency on hydrocarbon-based energy
sources to cleaner, more environmentally friendly energy; this need has been further accentuated by the ongoing war
which has had an impact on energy prices across the board. We believe that the Verditek Solar product is extremely
well positioned to become a market leader in the ultra-lightweight, flexible solar market. The Company's product has
numerous potential applications that are not available to the traditional, heavy and fragile solar panel technology.
We believe major new market opportunities for our lightweight product will open up in areas such as military,
transportation, cellular telecoms masts, new build homes (as part of an integrated roof tile system), and warehousing
(where roofing structures are less rigid). Here the advantages of a highly durable, efficient ultralightweight solar
solution can now be embraced.
Operations
In May 2023, the Group’s manufacturing operations were relocated from Lainate to Tolmezzo in Udine, Italy. This
move was made to lower the cost base and take advantage of more flexible working arrangements. From Tolmezzo a
core staff, together with a further flexible contract labour team, manufacture Verditek’s flexible lightweight solar
panels using the latest components sourced from around the world. The Tolmezzo facility is more automated and
allows a higher quality product while simultaneously reducing costs.
Sales and Marketing
The Group has various routes to market, including commission-only sales agents, employed sales consultants,
distributors and solutions partners.
The Group has highly promising partnerships with roofing providers. Verditek has signed a long-term supply
agreement in the period with Lindab Profil AB, a Scandinavian supplier of roof systems, and they have placed multiple
orders for installations in a number of countries.
Verditek is also collaborating with Metrotile, who are incorporating the Verditek solar panel into their roof tile
products. Both these opportunities enhance the potential for commercial growth in the lucrative roofing sector.
Verditek continue to work with two other large roofing companies elsewhere in the world as we develop a similar
offering for their respective markets.
As a result of these collaborations, the value of order intake in the first half of 2023 is approx. £395,000 versus
£232,000 in the first half of 2022. The majority of the order intake is expected to be recognized as revenue in the
second half of 2023.
Page 3 of 13
Verditek plc Interim Results June 2023
Other Opportunities
We are in discussions to license our manufacturing technology to a larger scale, automated plant. In the period
Verditek has agreed a Memorandum of Understanding (“MOU”) with Net Zero Valley, an Italian fully owned
investment holding of SerendipEquity Group, to set up a framework for a 50:50 joint venture agreement to invest in
a 1GW ultra-lightweight solar panel manufacturing plant in Southern Italy.
Finance
For the six-month period to 30 June 2023, the Group generated revenues of £254,958 (H1 2022: £178,502 and
recorded a loss after tax of £970,989 (H1 2022: £636,798). The 2023 result includes one-off costs of £142,556 relating
to the relocation of the Group’s manufacturing operations to the new facility.
On 3 May 2023, the Company raised £500,000 before expenses by issue of secured convertible loan notes. The
Company used the proceeds to repay outstanding Crowd for Angels bonds and to provide additional working capital.
Cash balances as at 30 June 2023 were £135,357 (H1 2022: £1,492,380).
On 1 September 2023 June 2022, the Company announced a capital raise of an additional £500,000 before expenses
by way of a subscription for ordinary shares to provide additional working capital.
Overhead spend remains tightly controlled to conserve cash as the conversion time for prospects to become
customers has taken longer than expected.
Outlook and conclusion
Despite recent challenges, we continue to see positive opportunities develop for Verditek and believe the significant
investment into the development of our flexible, lightweight solar panels will bring about meaningful financial reward.
I would like to thank all members of the Verditek team, advisers and shareholders for their ongoing support.
Rob Richards
Chief Executive Officer
29 September 2023
Page 4 of 13
Verditek plc Interim Results June 2023
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2023
Note
3
5
Continuing operations
Revenue
Direct costs
Gross loss
Administrative expenses
Operating loss
Other income
Finance Income
Finance costs
Loss before tax
Income Tax
Loss for the period
Loss for the period attributable to: -
Owners of the Company
Non-controlling interest
Other comprehensive income
Items that will or may be reclassified to profit or loss:
Translation of foreign operations
Total comprehensive loss for the period from
continuing operations
Total comprehensive loss for the period attributable
to: -
Owners of the Company
Non-controlling interest
H1 2023
Unaudited
£
H1 2022
Unaudited
£
FY 2022
Audited
£
254,958
(319,233)
(64,275)
(881,218)
(945,493)
-
2,895
(28,390)
(970,989)
-
(970,989)
(970,989)
-
(970,989)
178,502
(256,953)
(78,451)
(666,030)
(744,481)
144,551
587
(37,455)
(636,798)
-
(636,798)
(636,798)
-
(636,798)
417,457
(670,547)
(253,090)
(1,661,935)
(1,915,025)
91,933
2,084
(73,604)
(1,894,612)
21,901
(1,872,711)
(1,872,711)
-
(1,872,711)
(20,454)
23,949
41,417
(991,443)
(612,849)
(1,831,294)
(991,443)
-
(991,443)
(612,849)
-
(612,849)
(1,831,294)
-
(1,831,294)
Loss per share
Basic and diluted (£)
6
(0.002)
(0.002)
(0.005)
Illustrative note to reflect impact of one-off costs from
factory move:
H1 result
excluding one-off
costs
H1 one-off
relocation costs
H1 total including
relocation costs
for IFRS
Direct costs
Gross loss
Administrative expenses
Operating loss
4
4
(279,152)
(24,194)
(778,744)
(802,938)
(40,081)
(40,081)
(102,475)
(142,556)
(319,233)
(64,275)
(881,219)
(945,493)
Page 5 of 13
Verditek plc Interim Results June 2023
Condensed Consolidated Statement of Financial Position
As at 30 June 2023
Note
7
8
8
9
9
Assets
Non-current assets
Other receivables
Property, plant and equipment
Right of use assets
Non-current assets
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Current assets
TOTAL ASSETS
Equity and liabilities
Non-current liabilities
Loans and borrowings
Lease liabilities
Non-current liabilities
Current liabilities
Trade and other payables
Loans and borrowings
Lease liabilities
Current liabilities
TOTAL LIABILITIES
Share capital
Share premium account
Share based payment reserve
Accumulated losses
Currency translation reserve
Non-controlling interests
Total shareholders’ equity
TOTAL EQUITY AND LIABILITIES
As at 30 June 2023
As at 30 June 2022
As at 31 December 2022
Unaudited
£
Unaudited
£
556,783
114,400
-
671,183
696,452
183,437
135,357
1,015,246
1,686,429
500,000
-
500,000
483,191
-
-
483,191
983,191
177,417
12,205,726
383,191
(11,942,000)
(14,209)
(106,887)
703,238
1,686,429
773,556
274,591
119,320
1,167,467
638,021
403,533
1,492,380
2,533,934
3,701,401
93,304
64,071
157,375
469,864
200,252
73,749
743,865
901,240
177,417
12,205,726
270,227
(9,735,098)
(11,223)
(106,887)
2,800,161
3,701,401
Audited
£
556,783
195,470
48,902
801,155
534,959
95,533
842,632
1,473,124
2,274,279
-
-
-
289,995
310,306
29,682
629,983
629,983
177,417
12,205,726
332,806
(10,971,011)
6,245
(106,887)
1,644,296
2,274,279
Page 6 of 13
Verditek plc Interim Results June 2023
Condensed Statement of Changes in Equity
As at 30 June 2023
Issued share
capital
Share
Premium
£
£
Share based
payment
reserve
£
Accumulated
losses
£
Currency
translation
reserve
£
Non-
controlling
interest
£
Total
£
136,883
10,761,055
213,134
(9,098,300)
(35,172)
(106,887)
1,870,713
-
-
-
-
-
-
40,534
1,444,671
-
-
-
-
-
-
57,093
(636,798)
-
-
23,949
(636,798)
23,949
-
-
-
-
-
-
-
-
-
(636,798)
23,949
(612,849)
1,485,205
57,093
177,417
12,205,726
270,227
(9,735,098)
(11,223)
(106,887)
2,800,162
-
-
-
-
-
-
-
-
-
-
-
(1,235,913)
-
(1,235,913)
62,579
-
-
17,468
17,468
-
-
-
-
-
(1,235,913)
17,468
(1,218,445)
62,579
177,417
12,205,726
332,806
(10,971,011)
6,245
(106,887)
1,644,296
As at 1 January 2022
Loss for the period
Translation of subsidiary
Total comprehensive loss for
the period
Issue of shares net of
expenses
Share based payment
Shareholders’ equity at 30
June 2022
Loss for the period
Translation of subsidiary
Total comprehensive
profit/(loss) for the period
Share based payment
Shareholders’ equity at 31
December 2022
Loss for the period
Translation of subsidiary
-
Total comprehensive loss for
the period
Share based payment
Shareholders’ equity at 30
June 2023
-
-
-
-
-
-
-
-
-
-
(970,989)
-
-
(20,454)
(970,989)
(20,454)
50,385
-
-
-
-
-
-
(970,989)
(20,454)
(991,443)
50,385
177,417
12,205,726
383,191
(11,942,0001)
(14,209)
(106,887)
703,238
Page 7 of 13
Verditek plc Interim Results June 2023
Condensed Statement of Cash Flows
For the 6 months ended 30 June 2023
Operating activities
Note
H1 2023
Unaudited
£
H1 2022
Unaudited
£
FY 2022
Audited
£
Loss before tax from continuing operations
(970,989)
(636,798)
(1,894,612)
Adjustment for:
Depreciation
Finance costs
Financial income
Fair value changes through P&L - ICSI
Loss on disposal of assets
Share based payment expenses
Remeasurement of assets
Working capital adjustments
(Increase) / decrease in inventory
(Increase) / decrease in trade and other
receivables
Increase / (decrease) in trade and other payables
Cash used in operations
Taxation
104,722
28,390
(2,895)
-
40,519
50,384
-
59,792
37,455
(587)
(26,923)
501
57,093
-
195,555
73,604
(2,084)
125,486
501
119,672
(78,323)
(749,869)
(509,467)
(1,460,201)
(161,493)
(85,130)
153,454
(843,038)
-
19,130
(9,098)
(1,019)
(500,454)
-
Net cash outflow from operating activities
(843,038)
(500,454)
Investing activities
Sale of investment
Purchase of fixed assets
Net cash outflow from investing activities
Financing activities
Proceeds from issue of ordinary share capital,
net of transaction costs
Convertible loan notes issued
Interest paid on loans
Finance income
Repayments of corporate green bonds
Payment of lease liabilities
Net cash inflow from financing activities
Net (decrease)/increase in cash and cash
equivalents
Cash and cash equivalents at the beginning of
the period
-
-
-
307,731
(4,290)
303,441
-
500,000
(11,885)
2,895
(328,140)
(30,096)
132,774
1,485,205
-
(11,011)
587
-
(35,372)
1,439,409
(710,264)
1,242,396
842,632
132,368
237,613
1,480,009
122,192
211,395
(97,847)
(1,224,461)
145,142
(1,079,319)
307,731
(19,540)
288,191
1,485,205
-
(22,210)
2,084
-
(70,936)
1,394,143
603,015
237,613
840,628
Exchange gains on cash and cash equivalents
2,989
12,371
2,004
Cash and cash equivalents at the end of the
period
135,357
1,492,380
842,632
Page 8 of 13
Verditek plc Interim Results June 2023
Notes to the Condensed Financial Statements
1. General Information
The Interim Financial Statements are for the six months ended 30 June 2023 and are presented in British Pounds (£), which is the
functional currency of the parent company.
Verditek plc (“Verditek” or the “Company” or the “Group”) is a public limited company incorporated, registered and domiciled in
England Wales (registration number 10114644), whose shares are quoted on the Alternative Investment Market on the London
Stock Exchange. Its registered office is located at Holborn Gate, 330 High Holborn, London, WC1V 7QH.
Verditek is the holding company of a group of companies engaged in the clean technology sector.
The Interim Financial Statements have been approved for issue by the Board of Directors on 29 September 2023.
2. Basis of Preparation of Half-year Report
The financial information presented in this condensed consolidated interim report for the half-year has been prepared in
accordance with the recognition and measurement requirements of UK adopted International Accounting Standards (“UK
IAS”). The principal accounting policies adopted in the preparation of the financial information in this Interim Report are
unchanged from those used in the Company's financial statements for the year ended 31 December 2022.
They have been prepared in accordance with IAS 34 ‘Interim Financial Reporting’. They do not include all of the information
required in annual financial statements in accordance with UK IAS and should be read in conjunction with the consolidated
financial statements for the year ended 31 December 2022.
The financial information for the year ended 31 December 2022 presented in this Interim Report does not constitute the
Company's statutory accounts for that period but has been derived from them. The Annual Report and Accounts for the year
ended 31 December 2022 were audited and have been filed with the Registrar of Companies. The Independent Auditors' Report
on the Annual Report and Accounts for the year ended 31 December 2022 was unqualified and did not contain statements under
s498(2) or (3) of the Companies Act 2006, but did contain a material uncertainty in relation to going concern. The financial
information for the periods ended 30 June 2022 and 30 June 2023 is unaudited.
A copy of the audited consolidated financial statements for the year ended 31 December 2022 is available on the Company's
website.
New Standards adopted as at 1 January 2023
Accounting pronouncements which have become effective from 1 January 2023 are:
• IFRS 17 Insurance Contracts – the Group do not have any contracts that meet the definition of insurance contracts as
set out in IFRS 17
• Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)
• Definition of Accounting Estimates (Amendments to IAS 8)
• Disclosure of Accounting Policies (Amendments to IAS 1 and Practice Statement 2)
These accounting pronouncements do not have a significant impact on the Group's financial results or position and no changes
to existing accounting policies were required as a result of adopting any amendments
Page 9 of 13
Verditek plc Interim Results June 2023
Going concern
The interim financial information has been prepared under the going concern basis as the Directors are satisfied that sufficient
funds are or will become available to the Group to meet its on-going working capital requirements for at least the next 12 months.
The Group’s assessment takes account of current cash resources, expected costs and expected revenues. The Group has a pipeline
of commercial opportunities and promising partnerships, and is focussed on converting these into sales in the next year. On 1
September 2023 the Company announced a raise of an additional £0.5m by way of a subscription for ordinary shares. In the event
that trading does not grow as envisaged, sufficient cost reductions are not made, or if there are unforeseen costs, then it is possible
that the Company may need to seek additional funding in the next 12 months. Management has successfully raised money in the
past, but there is no guarantee that adequate funds will be available when needed in the future. As there can be no guarantee
that any required future funding can be raised in the necessary timeframe, a material uncertainty exists that may cast significant
doubt on the Company's future ability to continue as a going concern.
After considering the forecasts and the risks, the Directors have a reasonable expectation that the Group has adequate resources
to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis
of accounting.
Dividends
The Directors do not propose an interim dividend.
Material changes in accounting estimates or judgments
The preparation of unaudited interim financial information requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and
expenses for the current and its corresponding financial period under review. Actual results may differ from these estimates.
In preparing the unaudited interim financial information, the significant judgements made by the management in applying the
Group's accounting policies and the sources of estimates uncertainty were consistent with those applied to the audited financial
statements for the year ended 31 December 2022.
3.
Segmental Information
The chief operating decision-maker is considered to be the Board of Directors of Verditek. The chief operating decision-maker
allocates resources and assesses performance of the business and other activities at the operating segment level.
The chief operating decision maker has determined that in the period ended 30 June 2023, Verditek had one operating segment,
the development and commercialisation of clean technologies.
Revenue and segmental information
Sale of Goods
Total
The Group had two customers that exceeded 10% of revenue in H1 2023 (H1 2022: 2 customers exceeded 10%)
6 months ended
30 June 23
Unaudited
£
254,958
254,958
6 months ended
30 June 22
Unaudited
£
178,502
178,502
For the year ended
31 December 22
Audited
£
417,457
417,457
Page 10 of 13
Verditek plc Interim Results June 2023
Geographical Segments
Apart from holding company activities in the UK, the Group had operations in Italy, in the period. An analysis of revenue,
operating loss and non-current assets by geographical market is given below:
6 months ended
30 June 23
6 months ended
30 June 22
For the year ended
31 December 22
Unaudited
£
Unaudited
£
-
254,958
254,958
(646,338)
(299,155)
(945,493)
568,880
102,303
671,183
-
178,502
178,502
(449,376)
(295,105)
(744,481)
773,555
393,912
1,167,467
Audited
£
18,661
398,796
417,457
(1,095,726)
(819,299)
(1,915,025)
571,010
230,145
801,155
Revenue
UK
Rest of Europe
Operating loss
UK
Rest of Europe
Non-current assets
UK
Rest of Europe
4. Relocation costs
During the interim period the Milan factory was closed, and the operations moved to another premises in Tolmezzo, Italy. As a
result costs were incurred totalling £40,081 within direct costs relating to staff and transport and £102,475 within administrative
expenses relating to logistics, legal fees, loss on disposal of machinery and disposal costs. These are considered non-recurring
costs.
5. Other income
Unwind of discount on ICSI receivable
Grant income
Total other income
6 months ended
30 June 23
6 months ended
30 June 22
For the year ended
31 December 22
Unaudited
Unaudited
£
-
-
-
£
26,922
117,629
144,551
Audited
£
(125,486)
217,419
91,933
In prior period, grant income of £117,629 was recognised in association with an Innovate UK grant awarded in 2021, in respect
of a project to design solar solutions for homes, schools and farms in Zimbabwe.
During the prior period there was also an unwind of discount on the receivable recognised upon disposal of the Group’s
investment Industrial Climate Solutions Inc (ICSI) in February 2022, £26,922.
Page 11 of 13
Verditek plc Interim Results June 2023
6.
Loss Per Share
The calculation of loss per share is based on the following loss and number of shares:
6 months ended 30
June 23
Unaudited
6 months ended 30
June 22
Unaudited
For the year ended 31
December 22
Audited
Loss for the period from continuing operations (£)
(970,989)
(636,798)
Weighted average number of shares: Basic
443,538,306
342,764,826
Loss per share (£)
(0.002)
(0.002)
£
£
£
(1,872,711)
393,565,703
(0.005)
Basic loss per share is calculated by dividing the loss for the period from continuing operations of the Group by the weighted
average number of ordinary shares in issue during the period. Due to the loss in the periods and there are no potentially dilutive
ordinary shares, meaning the basic and diluted loss per share were the same.
7. Non-current receivables
6 months ended 30
June 23
Unaudited
£
6 months ended 30
June 22
Unaudited
£
For the year ended 31
December 22
Audited
£
Opening earn-out from ICSI investment sale
FX gain
Discount unwind
Fair Value adjustment
Total non-current receivables
556,783
-
-
-
556,783
682,268
64,365
26,923
-
773,556
682,268
29,339
73,437
(228,261)
556,783
On 1 February 2022 the Company completed a sale of its stake in the ICSI business. An initial payment of £307,731 was received
upon completion. Further payments are expected over a 5 year earn-out period. The payments are linked to achievement of
various milestones in development of carbon capture technology, but have been estimated based on management’s assessment
of the likelihood of success, and discounted to present values. The valuation methodology at 30 June 2023 is consistent with the
fair valuation methodology used at 31 December 2022 in measurement of the ICSI investment. During the prior period there was
an unwind of discount of the earn-out receivable of £26,923 and an increase in valuation of £64,332 as a result of foreign
exchange movements. During the current period it has been decided to retain the existing valuation.
Page 12 of 13
Verditek plc Interim Results June 2023
8. Loans and Borrowings
Current
Convertible bonds issued to related party
Convertible bonds
Total current loans and borrowings
Non-current
Convertible loan notes
Convertible bonds issued to related party
Convertible bonds
Total Non-current loans and borrowings
6 months ended
30 June 23
Unaudited
£
6 months ended
30 June 22
Unaudited
£
For the year ended
31 December 22
Audited
£
-
-
-
500,000
-
-
500,000
25,000
175,252
200,252
-
-
93,304
93,304
25,000
285,306
310,306
-
-
-
-
Total loans and borrowing
500,000
293,556
310,306
During the year, on 9 May 2023, the Group raised £500,000 in secured convertible loan notes and shortly thereafter repaid the
convertible green bonds. The convertible loan notes carry a coupon of 7% per annum which is payable on the redemption date
or earlier if converted. The convertible loan notes are redeemable 2 years from the date of issue and are convertible at the
option of the noteholder into ordinary shares at the lower of 1.0625 pence per share, or the subscription price per ordinary
share of any fundraising over £250,000 in the 6 months from the issue of the loan notes. As a result of the equity raise on 1
September 2023, the conversion price for the secured convertible loan notes has been adjusted to 0.45 pence per share.
9. Share capital and reserves
At 30 June 2022
Issue of ordinary shares June 2022
At 31 December 2022
Issue of ordinary shares June 2023
At 30 June 2023
Number of shares
Share capital
Share premium
443,538,306
-
443,538,306
-
443,538,306
£
177,417
-
177,417
-
177,417
£
12,205,726
-
12,205,726
-
12,205,726
There have been no new options granted or exercised in the period and options over 500,000 shares lapsed. The number of
shares outstanding on which options have been granted at 30 June 2023 is 19,500,000.
10. Events after the reporting date
On 1 September 2023 the Group raised £500,000 of funds by way of a subscription for 111,111,111 ordinary shares at 0.45 pence
per share.
11. Copies of the interim report
Copies of this interim report will be made available on the Company's website at www.verditek.plc.uk and from the Company's
registered office, Holborn Gate, 330 High Holborn, London, WC1V 7QH.
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