TIDMVDTK
RNS Number : 3085E
Verditek PLC
29 June 2023
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (MAR), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
29 June 2023
Verditek PLC
("Verditek" or the "Company")
Final Audited Results
Verditek plc, (AIM:VDTK), the international green technology
company that develops, manufactures and sells lightweight solar
panels, today announces its final audited results for the year
ended 31 December 2022.
Copies of the annual report will be posted to shareholders
shortly and will be made available to view on the Company's website
at https://verditek.com/ .
Verditek is also pleased to announce that it will be holding its
Annual General Meeting ("AGM") on Tuesday 25 July 2023 at 3:00pm
BST at the offices of Peachey & Co LLP, 7th floor, 95 Aldwych
London, WC2B 4JF.
The Notice of AGM will be posted to shareholders on 29 June 2023
and will be made available on the Company's website
(https://verditek.com/).
For further information:
Verditek plc
Rob Richards, CEO Tel: +44 (0)20 7129 1110
John McCall, Interim CFO
WH Ireland Limited - NOMAD
and Broker
Chris Hardie Tel: +44 (0)20 7220 1666
Hugh Morgan
Andrew de Andrade
About Verditek plc:
AIM listed Verditek plc is a holding company of a business
operating within the green technology sector. The Company is
focused on commercialising our lightweight low-profile solar panel
business. With manufacturing based in Italy, we have developed
renewable power solutions for our customers, that drive solar
energy into applications previously unachievable. The exceptional
properties of our solar panels replace diesel fuel in business such
as perishable goods transport, off-grid telecommunication towers,
electric vehicle charging stations, residential and holiday home
power solutions and solar roofing for light-weight industrial
roofing. In addition to our current PV panels in production, we
have partnered with an outstanding leader in graphene technology,
Paragraf. We are working together to engineer the technology for
commercialisation.
CHAIRMAN'S STATEMENT
The year to 31 December 2022 was one of commercial challenge for
Verditek. Although there has been a modest growth in sales and a
focus on building repeat customer relationships, the conversion of
pipeline projects was lower than anticipated, as customer capital
projects were either postponed or cancelled due to the ongoing
impact of the global pandemic. Production was correspondingly
scaled back at the start of the year in order to focus on
fulfilling orders.
Operationally there was a focus on developing the lightweight
semi-flexible solar panel product, improving the quality of
manufacturing processes, and strengthening the skills of the
production team through recruitment and training.
An exciting area of focus with a great deal of potential are
collaborations with partners to incorporate Verditek panels into
their products. We have worked closely with strategic partners to
develop solar roofing solutions. We were delighted to have
delivered our first integrated solar roof-panel system through our
partnership with Swedish company Lindab AB, and also an integrated
solar roof tile product in partnership with Belgian company
Metrotile. These solutions can be used on a wide variety of
buildings, and significantly expands the potential reach of
Verditek's product offering.
2022 was a frustrating year for Verditek. Ongoing uncertainty
from the pandemic and rising fuel costs have resulted in delays of
capital projects and increasing price pressure. In response,
Verditek has streamlined its operational production and focussed
efforts on product quality and strategic solution partnerships. The
near-term outlook for clean technology in general and Verditek in
particular is very positive. The Group has seen a growing number of
enquiries and pilot projects towards the end of the year and in
early 2023, which point to promising signs of commercial growth for
2023.
The Rt Hon. Lord David Willetts FRS
Non-Executive Chairman
CHIEF EXECUTIVE 'S REVIEW
Overview
The year to December 2022 has been a year of transition for
Verditek, cementing new relationships with major European
distributors of integrated solar roof product. The Group has
focussed on commercializing its flexible, lightweight solar panels,
but conversion of the sales pipeline, although now firmly
establishing a solid base, is only just beginning to show signs of
scaling up.
Our work with established partners to develop competitive,
applied and integrated, solar PV products for a wide range of
mainstream commercial and residential roofing solutions has greatly
expanded our market opportunities and we are confident that this
enhanced offering leaves Verditek well placed for commercial growth
in 2023.
Strategy
The Group's historic strategy has been to identify early-stage
business opportunities in the clean technology sector, invest in
them and see them through to commercial success. Whilst this
remains the Group's long-term objective, the focus during 2022 was
on refining the Group's solar offering and working to build and
convert the sales pipeline.
The Group 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 has been further
accelerated with the ongoing war which has escalated energy prices
across the board. We believe 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
ultra-lightweight solar solution can now be embraced.
We believe the trend in the world moving from burning
hydrocarbons as a primary energy source towards utilising solar
solutions will accelerate.
Operations
After the year end, in May 2023, the Group's manufacturing
operations have been relocated from Lainate to Tolmezzo in Udine,
Italy. This move was 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.
Sales and Marketing
The Group has various routes to market, including commission
only sales agents, employed sales consultants, distributors and
solutions partners.
Verditek continue to supply panels for various marine
applications including conventional yachts, electric powered
yachts, and canal boats.
The Group has highly promising partnerships with roofing
providers. Verditek Solar has signed a long term supply agreement
with Lindab AB, a Scandinavian supplier roof systems, and they have
placed multiple orders for installations in a number of
countries.
Verditek Solar 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. GBP395,000 versus GBP232,000
in the first half of 2022. The majority of the order intake will be
recognized as revenue in the second half of 2023.
Other Opportunities
We are in discussions to license our manufacturing technology to
a larger scale, automated plant and we have received expressions of
interest from others to build similar plants elsewhere in the
world.
We have an exciting relationship in place with Paragraf, a
Cambridge (UK) based technology company which has developed
world-leading graphene technology. Together we have completed three
Joint Development Projects ("JDP"), and are scoping the fourth.
The intent is that this work will continue as we continue to
make good progress.
I would like to take this opportunity to thank my fellow Board
members, staff, valued shareholders and advisers for their support.
We look forward to delivering on the vision of building a
cash-generative and profitable clean technology company
together.
Rob Richards,
Chief Executive Officer
28 June 2023
STRATEGIC REPORT
Verditek is a cleantech company with its principal interest
being the manufacture and commercialistion of leading-edge solar
technologies. Verditek Solar Italy (100% owned subsidiary) operates
from a modern factory in Italy.
Verditek's light weight solar modules offer several innovations
including: interconnectivity of individual PV cells, increased
flexibility, and are particularly light weight compared to
conventional PV modules.
The market for Verditek's solar products covers both on grid and
off grid installations and has applications from single panel use
such as in Tuk Tuks in Thailand to large projects which deliver
power where conventional fossil fuel power production is both
expensive and logistically difficult to manage. For such large
rural projects, Verditek has developed its PowerMat concept where
circa 250kw of panels are connected by one of two systems and are
stored when not in use in a shipping container for easy
transportation and re-use in different locations.
Verditek has recently partnered with specialist roofing solution
providers to bring to market integrated solar products, which
broaden the reach of Verditek's solar offering.
Verditek has entered into a series of joint development
programmes with Paragraf, a pioneer in graphene technology, in
order to develop potentially transformative PV cell technology.
During the year, the Group sold its stake in ICSI to an external
buyer, see Notes 11 and 12 to the financial statements.
For a full review of the business during the year, please refer
to the Chief Executive's Review on pages 2 and 3. For an analysis
of financial performance indicators, please refer to the Financial
Review on page 6.
Principal risks and uncertainties facing the business
A full review of principal risks and uncertainties facing the
business is given on pages 7 to 9.
S172 Statement
As required by Section 172 of the Companies Act, a director of a
company must act in the way he or she considers, in good faith,
would likely promote the success of the company for the benefit of
the shareholders. In doing so, the director must have regard,
amongst other matters, to the following issues:
-- the likely consequences of any decisions in the long term
(see Corporate Governance Report, pages 12 to 17);
-- the interests of the company's employees (see Corporate
Social Responsibility report on page 21)
-- the need to foster the company's business relationships with
suppliers/customers and others (see Corporate Governance Report,
pages 12 to 17);
-- the impact of the company's operations on the community and
environment (see Corporate Social Responsibility report on page
21);
-- the company's reputation for high standards of business
conduct (see Corporate Governance Report, pages 12 to 17); and
-- the need to act fairly between members of the company (see
Corporate Governance Report, pages 12 to 17).
On behalf of the Board
Rob Richards
Chief Executive Officer
28 June 2023
FINANCIAL REVIEW
In come statement
During the year 2022 the Group's loss after taxation was
GBP1,872,711 (2021: GBP974,079). The administration expenses
incurred for the year ended 31 December 2022 were GBP1,661,935
(2021: GBP1,501,942).
Loss per share
The basic and diluted loss per share was 0.5p (2021: 0.3p).
Financial Position
At 31 December 2022, the Group's net assets were GBP1,644,296
(2021: net assets of GBP1,870,713). This comprised total assets of
GBP2,274,279 and total liabilities of GBP629,983. The total assets
included property, plant and equipment of GBP195,470 (2021:
GBP300,082).
Cashflow
The Group's cash balance at the period end was GBP842,632 (2021:
GBP237,613). During the period the net cash outflow from operating
activities was GBP1,079,319 (2021: 1,656,332) with financing
activities generating net proceeds of GBP1,394,143 (2021:
GBP204,264).
Dividends
No dividend is recommended (2021: GBPnil) due to the development
stage of the Group.
Capital management
The Board's objective is to maintain a financial position that
is both efficient and delivers long term shareholder value. The
Group had cash balances of GBP842,632 as at 31 December 2022 (2021:
GBP237,613). The Board continues to monitor the balance sheet to
ensure it has an adequate capital structure.
Key Performance Indicators
As the Group's revenues are still at an early stage, the main
measures of performance are the level of expenditure compared to
budget and forecast expectations. Going forward the Board will look
to develop KPIs to monitor and report performance.
Events after the reporting period
Events after the reporting period are described in Note 26 to
the financial statements. Following receipt of the proceeds of the
bond issue and repayment of the Crowd for Angels bonds, the Group
had cash of approximately GBP290,000 at the end of May 2023.
John McCall
Interim Chief Financial Officer
PRINCIPAL RISKS AND UNCERTAINTIES
The Board is committed to protecting and enhancing our
reputation and assets, while safeguarding the interests of our
shareholders. It has overall responsibility for the Group's system
of risk management and internal control.
The Board assesses the Company's principal risks and monitors
the risk management process regularly. The Board considers risks to
the business at its monthly meetings and reviews the principal
risks to the business and the risk register quarterly. Over the
course of the year, the Board has also considered specific risks of
managing cash-flow and working capital, scaling up manufacturing
and managing the associated operational risks and liquidity.
Accepting that it is not possible to identify, anticipate or
eliminate every risk that may arise and that risk is an inherent
part of doing business, our risk management process aims to provide
reasonable assurance that we understand, monitor and manage the
main uncertainties that we face in delivering our objectives. Our
principal risks are shown in the table below.
Risk Framework
Managing risk is an inherent part of any vital commercial
enterprise. The Company has prepared a risk review using an
established framework that assists the recognition and mitigation
of risk. Ranking risk and opportunity is critical to any successful
business and assists the executive in managing priorities to
extract the maximum value from our investments, while maintaining
vigilance on those aspects which most influence an outcome.
Over the course of the year we have continued to focus on the
risk framework developed in our first year of operation to maintain
and enhance a fit for purpose governance model and to ensure
compliance. Financial control continues to figure prominently in
this overall framework.
Risk Review
The key risks identified per business are as follows :
DETAIL OF RISK MITIGATION and MANAGEMENT ASSESSMENT
Failure to secure cashflow and remain The Board reviews medium to long term High risk (elevated from prior year)
a going concern, also growth cashflow forecasts (including sales
ambitions might outpace forecast), and aims
cash reserves. to ensure sufficient funding is in
place to meet requirements.
-------------------------------------- --------------------------------------
Operational failings in manufacturing Technical and operational support for High risk (elevated from prior year)
process. the factory manager has been put in
place with an operational/quality
control structure and process and a
programme of regular audits of the
process.
-------------------------------------- --------------------------------------
Products are designed for a specific Build network of distribution High risk (elevated from prior year)
segment of the market and accessing partners and ensure review, challenge
that segment needs and understanding of standard
to be done through distribution terms and conditions of the
partners who typically have greater partnerships especially payment terms
negotiating power. and enforceability.
Poorly constructed sales contracts
expose the company to punitive The Company has secured Peachey & Co.
commercial conditions. Partnering LLP as their single corporate counsel
relationships expose the Company to and have developed
unlimited liabilities. a suite of proforma contracts to
ensure commercial negotiations begin
soundly.
-------------------------------------- --------------------------------------
Products are not competitive on cost Manufacturing has been moved to a High risk (unchanged from prior year)
as the Company cannot scale up larger automated modern factory unit
manufacturing with the which will allow increased
existing manufacturing facilities. productivity, improved quality and
reduce costs per unit.
The Group is considering
collaborations to scale up
manufacturing or direct investments
in
new manufacturing sites.
-------------------------------------- --------------------------------------
Factory output levels reduce, poor The Group has systems in place for Medium risk (unchanged from prior
quality, other operational issues. testing of each panel, and daily year)
production levels are
monitored and reported on regularly
by local management.
The Group has approved a move to a
new larger factory unit with the aim
of allowing increased
productivity, improved quality and
reduce costs per unit.
-------------------------------------- --------------------------------------
HSE violations in Group operating The Group is directly responsible for Medium risk (unchanged from prior
companies. installing and auditing an HSE year)
culture. Documented operating
procedures are in place at the
manufacturing facility, which have
been reviewed by an external
body.
-------------------------------------- --------------------------------------
Non-compliance with the UK's The Company has an Ethics policy Medium risk (unchanged from prior
anti-bribery and corruption which is referenced in third party year)
legislation given the Company's contracts and there is
potential annual mandatory training for
operations in high-risk countries. directors, employees and contractors.
-------------------------------------- --------------------------------------
The solar marketplace continues to Verditek continues to monitor the Medium risk (unchanged from prior
have increased efficiency (power efficiency of cells used in year)
output) and increased production of its solar panels,
competition. and seeks to remain at the forefront
of technical advancements at all
times.
-------------------------------------- --------------------------------------
Failure to meet AIM corporate The executive benchmarked its Low risk (unchanged from prior year)
governance requirements. corporate governance, policies and
procedures against published
QCA guidelines to ensure compliance.
The Company has regular discussions
with its nominated
advisor and external counsel.
-------------------------------------- --------------------------------------
Adverse global trading conditions due Contingency plans to control costs, Low risk (descend from prior year)
to the COVID-19 pandemic, with through flex of production staff and
companies and countries supply chain streamlining.
reducing their spend on capital
projects.
-------------------------------------- --------------------------------------
GOVERNANCE
BOARD OF DIRECTORS
The Board of Directors of Verditek plc ("Verditek" or the
"Company") as at the date of signing the report and accounts
comprised :
Rob Richards (Chief Executive Officer)
Rob is the Chief Executive Officer of Verditek plc. Rob is a
chartered electrical engineer with over 20 years' experience in the
Oil and Gas and Energy Industry. Rob joined Verditek plc, having
held senior management positions in Ecolog International, FZE,
Penspen Ltd, Thailand, KNM Process Systems Sdn Bhd in Malaysia,
Siemens Oil and Gas, Singapore and Alstom Power.
The Rt Hon. Lord David Willetts FRS (Non-Executive Chairman)
The Rt Hon. Lord David Willetts FRS is the Chairman of Verditek
plc. He is also the President of the Resolution Foundation. He
served as the Member of Parliament for Havant (1992-2015), as
Minister for Universities and Science (2010-2014) and previously
worked at HM Treasury and the No. 10 Policy Unit.
Lord Willetts is a visiting Professor at King's College London,
a Board member of UK Innovation and Research (UKRI) and of the
Biotech Growth Trust. He is an Honorary Fellow of Nuffield College
Oxford.
George Katzaros (Non-Executive Director)
George is the founder of Verditek plc, identifying the three
core technologies and leading the company to IPO on AIM. George has
over 30 years' experience in advisory and asset management as well
as investment banking and venture capital particularly for
cleantech companies.
Gavin Mayhew (Non-Executive Director)
Gavin was formerly the CEO of Energy Savers FZE, a UAE
consultancy providing energy saving solutions to commercial and
industrial clients. Before that Gavin was president of Zubair
Terminal Company in Iraq, which was set up to finance, develop and
operate a new commercial port in Iraq and a 38 year port concession
was signed with the Iraqi government in 2018. He has over 20 years
of business management experience in Latin America, Europe and the
Middle East. Gavin has an MBA from INSEAD and undergraduate degree
from Brown University in the USA.
The Board and responsibilities
The Board hold monthly meetings to review, formulate and approve
the Group's strategy, budgets, corporate actions and oversee the
Group's progress towards its goals. There is an Audit Committee and
a Remuneration Committee in place with formally delegated duties
and responsibilities and with specific terms of reference. From
time-to-time separate committees may be set up by the Board to
consider specific issues when the need arises. Due to the size of
the Group, the Directors have decided that issues concerning the
nomination of directors will be dealt with by the Board rather than
a committee but will regularly reconsider whether a nominations
committee is required.
Details of board meetings held, and attendance of Board
directors is shown below:
Board Members Eligible Attended
to attend
Executive Directors
Rob Richards 14 14
Non-Executive Directors
The Rt Hon. Lord David Willetts
FRS 14 14
George Francis Katzaros 14 12
Gavin Mayhew 14 13
The Audit Committee
The Audit Committee comprises The Rt Hon. Lord David Willetts
FRS as chairman and Gavin Mayhew.
The Audit Committee determines the terms of engagement of the
Group's auditors and will determine, in consultation with the
auditors, the scope of the audit. The Audit Committee receives and
reviews reports from management and the Group's auditors relating
to the interim and annual accounts and the accounting and internal
control systems in use throughout the Group. The Audit Committee
has unrestricted access to the Group's auditors.
The Audit Committee Report is presented on page 18.
The Remuneration Committee
The Remuneration Committee comprises George Katzaros as chairman
and Gavin Mayhew.
The Remuneration Committee reviews the scale and structure of
the executive Directors' and senior employees' remuneration and the
terms of their service or employment contracts, including share
option schemes and other bonus arrangements. The remuneration and
terms and conditions of the non-executive Directors are set by the
entire Board.
The Directors' Remuneration Report is presented on pages 19 -
20.
Investor relations
The General Meeting is the principal forum for dialogue with
shareholders. Updates on the progress of the business are regularly
published on the Group's website.
On behalf of the Board
Rob Richards
Chief Executive Officer
CORPORATE GOVERNANCE REPORT
The Directors recognise that good corporate governance is a key
foundation for the long-term success of the Group. As the Company
is listed on the AIM market of the London Stock Exchange it is
subject to the continuing requirements of the AIM Rules. The Board
has therefore adopted the principles set out in the Corporate
Governance Code for small and midsized companies published by the
Quoted Companies Alliance ("QCA Code").
The principles are listed below with an explanation of how the
Company applies each principle, and what we do and why.
QCA Code Principle Application (as set What we do and why
out by QCA)
1. Establish a strategy The board must be The Company's strategy
and business model able to express a is explained fully within
which promote long-term shared view of the the Chief Executive's
value for shareholders company's purpose, Report section of our
business model and Report and Accounts for
strategy. It should the year ended 31 December
go beyond the simple 2022.
description of products
and corporate structures Our strategy is focused
and set out how the on reviewing manufacturing
company intends to capabilities to optimise
deliver shareholder the cost of production
value in the medium and ensure a competitively
to long-term. It should priced product, and
demonstrate that the developing
delivery of long-term a "go to market strategy"
growth is underpinned by advancing partnerships
by a clear set of with solutions providers
values aimed at protecting to incorporate our panels
the company from unnecessary and deliver readily
risk and securing saleable
its long-term future. solutions.
The key challenges to
the business and how these
are mitigated are detailed
on pages 7 to 9 of our
Report and Accounts for
the year ended 31 December
2022.
---------------------------------------------------------- ----------------------------
2. Seek to understand Directors must develop Whilst the company is
and meet shareholder a good understanding early stage, the Board
needs and expectations of the needs and expectations is committed to returning
of all elements of value to our shareholders
the company's shareholder through execution of our
base. strategy.
---------------------------------------------------------- ----------------------------
The Board must manage Verditek plc encourages
shareholders' expectations two-way communication
and should seek to with its investors and
understand the motivations responds quickly to all
behind shareholder queries received.
voting decisions.
The Board recognises the
AGM as an important
opportunity
to meet shareholders.
The Directors are available
to listen to the views
of shareholders informally
immediately following
the AGM.
The people responsible
for shareholder liaison
are:
The Chief Executive Officer
The Chief Financial Officer
Nomad (W.H. Ireland
Limited)
The Chief Executive Officer
is responsible for
shareholder
liaison and he can be
contacted using the
"contact"
link on the Company
website.
The Board noted that a
resolution at the Annual
General Meeting held in
2022 to re-appoint one
the Directors was passed
with the necessary majority
but received less than
80% of votes in favour.
The Board have engaged
with its shareholders
to understand the reasons
behind the voting result.
---------------------------------------------------------- ----------------------------
3. Take into account Long-term success The executive maintains
wider stakeholder relies upon good relations communications with trade
and social responsibilities with a range of different and interest groups working
and their implications stakeholder groups in the markets where its
for long-term success both internal (workforce) products are sold and
and external (suppliers, applied.
customers, regulators
and others). The board
needs to identify
the company's stakeholders
and understand their
needs, interests and
expectations.
---------------------------------------------------------- ----------------------------
Where matters that The Company is committed
relate to the company's to developing green
impact on society, technology,
the communities within and this forms the backbone
which it operates, to decision making.
or the environment
have the potential
to affect the company's
ability to deliver
shareholder value
over the medium to
long-term, then those
matters must be integrated
into the company's
strategy and business
model.
---------------------------------------------------------- ----------------------------
Feedback is an essential The Company's website
part of all control maintains a channel to
mechanisms, and is receive feedback from
welcomed from all all stakeholders.
stakeholder groups.
---------------------------------------------------------- ----------------------------
4. Embed effective The board needs to Risk Management on pages
risk management, ensure that the company's 7 to 9 of our Report and
considering both risk management framework Accounts for the year
opportunities and identifies and addresses ended 31 December 2022
threats, throughout all relevant risks details the risks to the
the organisation in order to execute business and how these
and deliver strategy; are mitigated.
companies need to
consider their extended
business, including
the company's supply
chain, from key suppliers
to end-customer.
---------------------------------------------------------- ----------------------------
Setting strategy includes The Board considers risks
determining the extent to the business at its
of exposure to the monthly meetings and
identified risks that reviews
the company is able the principal risks to
to bear and willing the business and the risk
to take (risk tolerance register quarterly.
and
risk appetite).
---------------------------------------------------------- ----------------------------
5. Maintain the The Board members The Company is controlled
Board as a have a collective by the Board of Directors.
well-functioning, responsibility and The Rt Hon. Lord David
balanced team led legal obligation to Willetts FRS, the
by the chair promote the interests Non-executive
of the company and Chairman, is responsible
are collectively responsible for the running of the
for defining corporate Board and Rob Richards,
governance arrangements. the Chief Executive, has
Ultimate responsibility executive responsibility
for the quality of, for running the Group's
and approach to, corporate business and implementing
governance lies with Group strategy.
the chair of the Board.
---------------------------------------------------------- ----------------------------
The Board (and any All Directors receive
committees) should regular and timely
be provided with high information
quality information on the Group's operation
in a timely manner and financial performance.
to facilitate proper Relevant information is
assessment of the circulated to the Directors
matters requiring in advance of meetings.
a decision or insight. All Directors have direct
access to the advice and
services of the Company
Secretary and are able
to take independent
professional
advice in the furtherance
of the duties, if
necessary,
at the Company's expense.
---------------------------------------------------------- ----------------------------
The Board should have The Board comprises one
an appropriate balance Executive Director and
between executive three Non-Executive
and non-executive Directors.
directors and should The Board considers that
have at least two all the Non-Executive
independent non- executive Directors bring an
directors. Independence independent
is a board judgement. judgement to bear.
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The Board should be The Executive Director
supported by committees is full time and the
(e.g. audit, remuneration, Non-Executive
nomination) that have Directors provide such
the necessary skills time as is required to
and knowledge to discharge fully and diligently
their duties and responsibilities perform
effectively. their duties.
---------------------------------------------------------- ----------------------------
Directors must commit The Board holds Board
the time necessary meetings at least once
to fulfil their roles. a month. Details of the
attendance record of each
Director at Board meetings
is included in the
Governance
report of the Annual
Report.
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6. Ensure that between The board must have The Directors have attended
them the directors an appropriate balance professional NED
have the necessary of sector, financial instruction
up-to-date experience, and public markets and have proven
skills and capabilities skills and experience, track-records
as well as an appropriate of serving on boards
balance of personal previously.
qualities and capabilities.
The board should understand
and challenge its
own diversity, including
gender balance, as
part of its composition.
---------------------------------------------------------- ----------------------------
The Board should not The Board will work to
be dominated by one increase the diversity
person or a group of the Directors.
of people. Strong
personal bonds can
be important but can
also divide a board.
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As companies evolve, Further information about
the mix of skills the Board's skillset,
and experience required including each Director's
on the board will experience and CV, is
change, and board set out on the Company
composition will need website and additional
to evolve to reflect information is shown on
this change. page 10 of the Annual
Report for the year ending
31 December 2022.
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7. Evaluate board The Board should regularly The Company was admitted
performance based review the effectiveness to trading on AIM in August
on clear and relevant of its performance 2017. Since that time
objectives, seeking as a unit, as well there has been a greater
continuous improvement as that of its committees than 50% turnover in Board
and the individual membership.
directors.
It was proposed that a
board performance
evaluation
be carried out in 2022
to look critically at
what we do and to identify
areas of improvement but
this was not possible
given other Board
priorities
and it will take place
in the second half of
2023.
An appraisal is scheduled
to be carried out each
year with the Executive
Director.
---------------------------------------------------------- ----------------------------
The Board performance The Company is early stage
review may be carried and as such the Board
out internally or, has been focussed on
ideally, externally ensuring
facilitated from time that sufficient capital
to time. The review is in place to execute
should identify development its strategy: first sales;
or mentoring needs investing in longer term
of individual directors development opportunities
or the wider senior and developing the
management team. organisation.
It is against the
performance
of this strategy that
the Board is currently
assessed.
---------------------------------------------------------- ----------------------------
It is healthy for No formal succession plans
membership of the are currently in place,
Board to be periodically but the Board will continue
refreshed. Succession to review this position.
planning is a vital
task for boards. No
member of the board
should become indispensable.
---------------------------------------------------------- ----------------------------
8. Promote a corporate The Board should embody The Corporate and Social
culture that is and promote a corporate Responsibility section
based on ethical culture that is based on page 21 of our Report
values and behaviours on sound ethical values & Accounts for the year
and behaviours and ended 31 December 2022
use it as an asset details the ethical values
and a source of competitive of the Company.
advantage.
The policy set by
the board should be
visible in the actions
and decisions of the
chief executive and
the rest of the management
team.
---------------------------------------------------------- ----------------------------
Corporate values should The Company's policies
guide the objectives and procedures on Data
and strategy of the Protection; Disciplinary,
company. Dismissal and Grievance;
The culture should Ethics; Share Dealing;
be visible in every Social Media; and Speak-Up
aspect of the business, are reviewed and updated
including recruitment, as required and amended
nominations, training policies were approved
and engagement. The by the Board during the
performance and reward year .
system should endorse
the desired ethical These policies and
behaviours across procedures
all levels of the are made available to
company. staff and consultants
The corporate culture and anti-bribery and
should be recognisable anti-corruption
throughout the disclosures training and data
in the annual report, protection
website and any other training is mandatory.
statements issued
by the company. Staff and consultants
are encouraged to ask
questions and seek
clarifications
from senior members of
the team on these policies
and procedures.
---------------------------------------------------------- ----------------------------
9. Maintain governance The Company should The Corporate Governance
structures and processes maintain governance Report on pages 12 to
that are fit for structures and processes 17 of our Report & Accounts
purpose and support in line with its corporate for the year ended 31
good decision-making culture and appropriate December 2022 details
by the board to its: the Company's governance
-- size and complexity; structures and why they
and are appropriate and
-- capacity, appetite suitable
and tolerance for for the Company.
risk.
---------------------------------------------------------- ----------------------------
The governance structures The Board has a formal
should evolve over schedule of matters
time in parallel with reserved
its objectives, strategy to it and is supported
and business model by the Audit and
to reflect the development Remuneration
of the company. Committees. Due to the
size of the Company, the
Directors have decided
that issues concerning
the nomination of directors
will be dealt with by
the Board rather than
a committee but will
regularly
reconsider whether a
nominations
committee is required.
The Audit Committee and
a Remuneration Committee
have formally delegated
duties and responsibilities
and with specific terms
of reference and these
are available on request.
---------------------------------------------------------- ----------------------------
10. Communicate A healthy dialogue The Company encourages
how the company should exist between two-way communication
is governed and the Board and all with its investors and
is performing by of its stakeholders, responds quickly to all
maintaining a dialogue including shareholders, queries received.
with shareholders to enable all interested
and other relevant parties to come to The Board recognises the
stakeholders. informed decisions AGM as an important
about the company. opportunity
to meet private
shareholders.
The Directors are available
to listen to the views
of shareholders informally
immediately following
the AGM.
---------------------------------------------------------- ----------------------------
Appropriate communication The Chairman and the Chief
and reporting structure Executive Officer are
should exist between responsible for ensuring
the Board and all appropriate communication
constituent parts and reporting to
of its shareholder shareholders.
base. This will assist:
* the communication of shareholders' views to the A range of corporate
board; and information
(including all Company
announcements, historical
* the shareholders' understanding of the unique annual reports and other
circumstances and constraints faced by the company. governance related material
since the company was
admitted to AIM in August
2017) is also available
to shareholders, investors
and the public on the
Company's website.
---------------------------------------------------------- ----------------------------
It should be clear The Company will disclose
where these communication outcomes of all votes
practices are described at shareholder meetings
(annual report or in a clear and transparent
website). manner by either publishing
a market announcement
or by reporting it on
the Company website. When
a considerable proportion
of votes (20%) have been
cast against a resolution
at any meeting of
shareholders,
the Company will include
an explanation of what
actions it intends to
take to understand the
reasons behind that vote
result and, where
appropriate,
any different action it
has taken, or will take,
as a result of the vote.
---------------------------------------------------------- ----------------------------
AUDIT COMMITTEE REPORT
The Audit Committee helps the Board discharge its
responsibilities regarding financial reporting, external and
internal audits and controls as well as reviewing the Group's
annual and half-year financial statements, other financial
information and internal Group reporting.
This includes:
-- considering whether the Company has followed appropriate
accounting standards and, where necessary, made appropriate
estimates and judgments taking into account the views of the
external auditors;
-- reviewing the clarity of disclosures in the financial
statements and considering whether the disclosures made are set
properly in context;
-- where the audit committee is not satisfied with any aspect of
the proposed financial reporting of the Company, reporting its view
to the Board of Directors;
-- reviewing material information presented with the financial
statements and corporate governance statements relating to the
audit and to risk management; and
-- reviewing the adequacy and effectiveness of the Company's
internal financial controls and, unless expressly addressed by a
separate board risk committee composed of independent directors, or
by the Board itself, review the Company's internal control and risk
management systems and, except where dealt with by the Board or
risk management committee, review and approve the statements
included in the annual report in relation to internal control and
the management of risk.
The Audit Committee assists by reviewing and monitoring the
extent of non-audit work undertaken by external auditors, advising
on the appointment of external auditors and reviewing the
effectiveness of the Group's internal audit activities, internal
controls and risk management systems. The ultimate responsibility
for reviewing and approving the Annual Report and financial
statements and the half-yearly reports remains with the Board.
For the year under review, there were no non-audit services
rendered to the Group and the Company. The audit committee
considered the nature and scope of engagement and remuneration paid
were such that the independence and objectivity of the auditors
were not impaired. Fees paid for audit services are provided in
Note 6.
Significant reporting issues considered during the year included
the following:
Going concern
The Committee considered the Going Concern basis on which the
accounts have been prepared and can refer shareholders to the
Group's accounting policy set out in Note 2.4. The directors are
satisfied that the going concern basis is appropriate for the
preparation of the financial statements.
The Rt Hon. Lord David Willetts FRS
Chairman - Audit committee
DIRECTORS' REMUNERATION REPORT
This report sets out the remuneration policy operated by the
Company in respect of the Executive and Non-Executive Directors.
The remuneration policy is the responsibility of the Remuneration
Committee, a sub-committee of the Board. No Director is involved in
discussions relating to their own remuneration.
Remuneration policy
The objective of the proposed remuneration policy is to attract,
retain and motivate high calibre executives to deliver outstanding
shareholder returns and at the same time maintain an appropriate
compensation balance with the other employees of the Group.
Directors' remuneration
The normal remuneration arrangements for Executive Directors
consist of base salary, performance bonuses and other benefits as
determined by the Board. The Company currently has one Executive
Director, the Chief Executive Officer, who has a service agreement
that can be terminated at any time by either party giving to the
other three months' written notice. Compensation for loss of office
is restricted to base salary and benefits only.
The remuneration package for an Executive Director is detailed
below:
-- Base Salary:
Annual review of the base salary of the Executive Director
considering the Executive Director's role, responsibilities and
contribution to the Group performance.
-- Performance Bonus:
Bonus arrangements are discretionary and are payable depending
on the performance of the Executive Director in meeting his key
performance indicators and in the wider context with the
performance of the Group.
-- Benefits:
Benefits include payments for provident funds that are mandatory
and statutory pension payments as required by the laws of the
resident countries of the Executive Director, health insurance and
other benefits.
-- Longer term incentives:
In order to incentivise the Directors and employees, and align
their interests with shareholders, the Company has granted share
options in previous years though no further share options were
granted in the current year. The share options will vest at various
future dates as described in the Note 23 to the financial
statements. In addition to service conditions, the vesting of the
share options granted to the Executive Director and the Chairman
are subject to an earnings before interest, tax, depreciation and
amortisation (EBITDA) performance condition.
Non-Executive Directors are remunerated solely in the form of
Directors' fees and share options determined by the Board and are
not entitled to pensions, annual bonuses or employee benefits.
DIRECTORS' REMUNERATION REPORT (Continued)
Re-election of Directors
One-third of continuing Directors stand for re-election on an
annual basis and all Directors are aware of the need to maintain
their independence and to demonstrate their continued commitment to
the role. Succession planning is limited due to the current size of
the Board.
The remuneration of the Directors in Verditek plc who held
office during the years to 31 December 2022 and 2021 were as
follows:
The emoluments of the Directors
were as follows (Audited):
---------------------- ------------
Year ended 31 December 2022 Year ended
31 December
2021
--------------------------- --------------------------------------------------------------- -------------
Salary Pension Contributions Share-based Total Total
& Directors' payment
fees
--- ---------------------- -------------- ---------------------- ------------ --------- -------------
GBP GBP GBP GBP GBP
--- ---------------------- -------------- ---------------------- ------------ --------- -------------
Executive directors
------------------------------------------------------------------------------------------------------
Robert Richards 152,037 - 84,678 236,715 185,081
-------------- ---------------------- ------------ --------- -------------
Non-executive directors
------------------------------------------------------------------------------------------------------
The Rt Hon. Lord David
Willetts FRS 50,000 - 23,330 73,330 60,984
-------------- ---------------------- ------------ --------- -------------
George Katzaros 25,000 - - 25,000 25,000
-------------- ---------------------- ------------ --------- -------------
Gavin Mayhew 30,000 - - 30,000 30,000
-------------- ---------------------- ------------ --------- -------------
Total 257,037 - 108,008 365,045 301,065
-------------- ---------------------- ------------ --------- -------------
There are 4,500,000 share options held by The Rt Hon. Lord David
Willetts FRS and 14,000,000 share options held by Robert Richards:
details are shown in Note 23. No options were exercised in the
year.
George Katzaros
Chairman - Remuneration committee
CORPORATE AND SOCIAL RESPONSIBILITY
The Company understands that its impact reaches beyond that of
its core business and into the environment and society in which it
operates. With integrity at the heart of our corporate social goals
our aim is to make a lasting positive contribution to all our
stakeholders.
In view of the limited number of stakeholders, the Company has
not adopted a specific policy on Corporate Social Responsibility.
However, it does seek to protect the interests of stakeholders in
the Company through its policies, combined with ethical and
transparent business operations. The Company has adopted an Ethics
Policy which covers anti-bribery and anti-corruption, environmental
sustainability, social responsibility, health and safety and tax
evasion.
Environment
Verditek Plc is sensitive to the environment in which it
operates and has established well defined operating guidelines with
some of the manufacturing partners where it seeks their compliance
with ISO14001 (a recognized standard for Environmental Management
Systems) when relevant, to ensure certain environmental standards
are complied with.
Human Rights
Verditek plc is committed to socially and morally responsible
research, development and manufacturing processes for the benefit
of all stakeholders. The activities of the Company are in line with
applicable laws on human rights.
Employees
Our employees are key to achieving the business objectives of
the Company. The Board's priority is to provide a working
environment in which our employees can develop to achieve their
full potential and have opportunities for both professional and
personal development. We aim to invest time and resource to
support, engage and motivate our employees to feel valued, to be
able to develop rewarding careers and want to stay with us. The
Company embraces employee participation in issue raising and
resolution through regular meetings with managers and values
contributions from all levels regardless of their position in the
business.
Shareholders
The Board of Directors actively encourage communication and they
seek to protect the interest of shareholders at all times. The
Company updates shareholders regularly through regulatory news,
financial reports and research notes. The Company also engages
directly with investors at our Annual General Meeting or investor
events.
Health and Safety
Company activities are carried out in accordance with its health
and safety policy which adheres to all applicable laws and are
audited both internally and by an external organisation.
DIRECTORS' REPORT
The Directors present their report and the audited financial
statements for Verditek plc ("Verditek" or the "Company") for the
year ended 31 December 2022.
The preparation of financial statements is in compliance with UK
adopted International Accounting Standards and the Companies Act
2006. The Group financial statements comprise of the financial
information of the parent Company and its subsidiaries (together
the "Group"). The parent Company's financial statements present
information about the Company as a separate entity and not about
its Group.
Principal activities
Verditek plc is a holding company based in UK. The principal
activity of the Group is to develop and commercialise clean
technologies.
A detailed review of the business activities of the Group is
contained in the Strategic Report.
Business review and future developments
The review of the business's operations, future developments and
key risks is contained in the Strategic Report. The Directors do
not recommend a final ordinary dividend for the year (2021:
GBPnil).
Directors and directors' interests
The directors who held office during the year and subsequently
were as follows:
The Rt Hon. Lord David Willetts
FRS
George Francis Katzaros
Gavin Mayhew
Robert Richards
With regard to the appointment and replacement of Directors, the
Company is governed by its articles of association, the Companies
Act and related legislation. The articles themselves may be amended
by special resolution of the shareholders.
DIRECTORS' REPORT (Continued)
Directors' interests
The Directors held the following beneficial interests in the
shares of Verditek plc at 31(st) December 2022:
Note Ordinary shares Issued share
capital
%
of GBP0.0004
each
George Katzaros 1.1 26,166,675 5.90%
Gavin Mayhew 1.2 47,157,381 10.63%
Robert Richards 2,437,833 0.55%
Notes
1.1 Shares held by George Katzaros
* direct 9,000,000
* through Blueview Business Ltd 10,550,000
* through MF Ltd 5,900,000
* Subtotal 25,450,000
716,675
- Family member 26,166,675
----------------
1.2 Shares held by Gavin Mayhew
- through Vidacos Nominees Limited 46,457,381
- through Platform Securities
Nominees Limited 700,000
47,157,381
During the year, as part of the share issue mentioned in Note 22
to the financial statements, Gavin Mayhew subscribed for 20,000,000
shares at 1.5p per share.
There has been no change between the end of the reporting period
and the reporting date.
Directors' indemnities
The Company has taken out Directors' and Officers' indemnity
insurance for the benefit of its Directors.
Post Balance Sheet Events
There are no material post balance sheet events to disclose,
other than those disclosed in Note 26 of the accounts.
Research and Development Activities
Verditek continues to invest in research and development
activities such as the joint development project with Paragraf
Limited to research the application of graphene onto solar devices.
Research and development aims to develop and enhance the existing
product portfolio and new products that will complement and expand
the product offering. Additional research and development has been
undertaken on further generations of the semi-flexible, lightweight
solar panels.
Financial Risk management
Details of financial risk management are provided in Note 3 to
the accounts.
Political and charitable contributions
The Group made no charitable or political contributions during
the year.
DIRECTORS' REPORT (Continued)
Going Concern
As described in note 2.4, the Directors have considered base
case and worst-case scenarios, the Group has secured additional
funding by the issue of GBP500,000 Secured Convertible Loan Notes
as announced on 3 May 2023. The Board has used the proceeds of the
bond issue principally to repay the Crowd for Angels Bonds which
were due for repayment on 18 May (of GBP221,605) and 3 August 2023
(of GBP103,253) and to provide additional working capital for the
business. As such, the Directors believe that the Company and the
Group as a whole have adequate resources to continue in operational
existence for the foreseeable future. There is a risk that the
Group may need to raise additional funding in the next 18 months to
fund ongoing operations, and therefore acknowledge that there is
material uncertainty around going concern in this respect. On
balance, they continue to adopt the going concern basis in
preparing the financial statements.
Substantial shareholdings:
The Company has been advised of the following interests in more
than 3% of its ordinary share capital as at 31 December 2022:
No. of Shares %
Shareholder
Hargreaves Lansdown (Nominees) Limited 112,356,046 25.33%
Vidacos Nominees Limited 63,066,239 14.22%
Pershing Nominees Limited 49,679,387 11.20%
Interactive Investor Services Nominees
Limited 22,502,014 5.07%
The Bank Of New York (Nominees)
Limited 21,020,495 4.74%
HSDL Nominees Limited 20,220,028 4.56%
JIM Nominees Limited 19,096,257 4.31%
Platform Securities Nominees Limited 14,656,941 3.30%
Statement of Disclosure to the Auditors
The Directors of the Company at the date of approval of this
report confirm that:
-- As far as each director is aware, there is no relevant audit
information of which the Company's and the Group's auditor is
unaware; and
-- each Director has taken all reasonable steps that they ought
to have taken as a Director to make themselves aware of any
relevant information and to establish that the Company's and the
Group's auditor is aware of that information.
Auditors appointment
Crowe U.K. LLP has indicated its willingness to continue in
office and a resolution to re-appoint them will be proposed at the
annual general meeting.
By order of the Board
Rob Richards
Chief Executive Officer
28 June 2023
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare Group and Company
financial statements for each financial year. Under that law the
Directors have elected to prepare the Group consolidated financial
statements in accordance with UK adopted International Accounting
Standards (UK IAS) and elected to prepare the parent company
financial statements under United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and
applicable laws including FRS 101 Reduced Disclosure
Framework).
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 the Company and of
the profit or loss of the Group for that period.
In preparing each of the Group and Company financial statements,
the Directors are required to:
-- Select suitable accounting policies and then apply them consistently;
-- Make judgments and estimates that are reasonable and prudent;
-- State whether they have been prepared in accordance with UK
IAS or UK Accounting Standards have been followed, subject to any
material departures disclosed and explained;
-- Prepare the Strategic Report and Directors' report which
comply with the requirements of the Companies Act 2006; 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 Group and the
Company's transactions and disclose with reasonable accuracy at any
time the financial position of the Group and the Company and enable
them to ensure that the financial statements comply with the
Companies Act 2006. They are also generally responsible for taking
such steps as are reasonably open to them to safeguard the assets
of the group and to prevent and detect fraud and other
irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Information published on the website is
accessible in many countries and legislation in the United Kingdom
governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
The Directors consider that the annual report and accounts,
taken as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Group's
position and performance, business model and strategy. Each of the
directors confirms that, to the best of their knowledge:
The Group financial statements, which have been prepared in
accordance with UK IAS and Companies Act 2006, give a true and fair
view of the assets, liabilities, financial position and profit of
the Group; and the Annual Report includes a fair review of the
development and performance of the business and the position of the
Group, together with a description of the principal risks and
uncertainties that it faces.
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended Year ended
31 December 31 December
2022 2021
Notes GBP GBP
----------------------------------- ------ ------------ ------------
Revenue 4 417,457 107,632
Direct costs (670,547) (609,213)
Administrative expenses (1,661,935) (1,501,942)
Operating loss 6 (1,915,025) (2,003,523)
Other income 5 91,933 966,354
Finance income 2,084 335
Finance costs 8 (73,604) (60,553)
Loss before tax (1,894,612) (1,097,387)
Income Tax 9 21,901 123,308
Loss for the period (1,872,711) (974,079)
----------------------------------- ------ ------------ ------------
Other comprehensive income
Items that will or may be
reclassified to profit or
loss:
Translation of foreign operations 41,417 (36,036)
----------------------------------- ------ ------------ ------------
Total comprehensive loss
for the period (1,831,294) (1,010,115)
----------------------------------- ------ ------------ ------------
Loss for the period attributable
to:
Owners of the parent Company (1,872,711) (988,479)
Non-controlling interest 14 - 14,400
----------------------------------- ------ ------------ ------------
(1,872,711) (974,079)
----------------------------------- ------ ------------ ------------
Total comprehensive loss
for the period attributable
to:
Owners of the parent Company (1,831,294) (1,024,515)
Non-controlling interest - 14,400
----------------------------------- ------ ------------ ------------
(1,831,294) (1,010,115)
----------------------------------- ------ ------------ ------------
Loss per ordinary share -
basic and diluted (p) 10 (0.5) (0.3)
The accompanying notes are an integral part of these financial
statements.
All amounts are derived from continuing operations.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 December At 31 December
2022 2021
Notes GBP GBP
------------------------------- ------ --------------- ---------------
Assets
Non-current assets
Investments 11 - 990,000
Other receivables 12 556,783 -
Property, plant and equipment 13 195,470 300,082
Right of use asset 15 48,902 142,391
Total non-current assets 801,155 1,432,473
------------------------------- ------ --------------- ---------------
Current assets
Inventories 16 534,959 657,151
Trade and other receivables 17 95,533 392,193
Cash and cash equivalents 18 842,632 237,613
------------------------------- ------ --------------- ---------------
Total current assets 1,473,124 1,286,957
------------------------------- ------ --------------- ---------------
TOTAL ASSETS 2,274,279 2,719,430
------------------------------- ------ --------------- ---------------
Equity and liability
Non-current liabilities
Loans and borrowings 20 - 277,080
Lease liabilities 21 - 90,687
------------------------------- ------ --------------- ---------------
Total non-current liabilities - 367,767
Current liabilities
Trade and other payables 19 289,995 411,213
Loans and borrowings 20 310,306 -
Lease liabilities 21 29,682 69,737
------------------------------- ------ --------------- ---------------
Total current liabilities 629,983 480,950
TOTAL LIABILITIES 629,983 848,717
------------------------------- ------ --------------- ---------------
Equity
Share capital 22 177,417 136,883
Share premium 22 12,205,726 10,761,055
Share-based payment reserve 23 332,806 213,134
Accumulated losses (10,971,011) (9,098,300)
Foreign exchange reserve 6,245 (35,172)
------------------------------- ------ --------------- ---------------
Equity attributable to
equity holders of the parent 1,751,183 1,977,600
Non-controlling interests 24 (106,887) (106,887)
------------------------------- ------ --------------- ---------------
Total shareholder's equity 1,644,296 1,870,713
TOTAL EQUITY AND LIABILITIES 2,274,279 2,719,430
------------------------------- ------ --------------- ---------------
These financial statements were approved and authorised for
issue by the Board of directors on 28 June 2023 and were signed on
its behalf by:
Rob Richards
Chief Executive Officer
Company Registration Number: 10114644
The accompanying notes are an integral part of these financial
statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Issued Share-based Foreign
Share Share payment Accumulated Exchange Non-Controlling
capital Premium reserve losses reserve interests Total
GBP GBP GBP GBP GBP GBP
------------------- ---------- ----------- ------------ ------------- ----------- ---------------- ------------
Balance as at
1-Jan-21 136,470 10,733,073 99,184 (8,109,821) 864 (121,287) 2,738,483
------------------- ---------- ----------- ------------ ------------- ----------- ---------------- ------------
Loss for the year - - - (988,479) - 14,400 (974,079)
Translation of
foreign
subsidiary - - - - (36,036) - (36,036)
------------------- ---------- ----------- ------------ ------------- ----------- ---------------- ------------
Total
comprehensive
loss - - - (988,479) (36,036) 14,400 (1,010,115)
------------------- ---------- ----------- ------------ ------------- ----------- ---------------- ------------
Issue of shares
net of expenses 413 27,982 - - - - 28,395
Issue of warrants
- corporate bond - - 65,903 - - - 65,903
Share-based
payment - - 48,047 - - - 48,047
------------------- ---------- ----------- ------------ ------------- ----------- ---------------- ------------
Balance as at
31-Dec-21 136,883 10,761,055 213,134 (9,098,300) (35,172) (106,887) 1,870,713
------------------- ---------- ----------- ------------ ------------- ----------- ---------------- ------------
Loss for the year - - - (1,872,711) - - (1,872,711)
Translation of
foreign
subsidiary - - - - 41,417 - 41,417
------------------- ---------- ----------- ------------ ------------- ----------- ---------------- ------------
Total
comprehensive
loss - - - (1,872,711) 41,417 - (1,831,294)
------------------- ---------- ----------- ------------ ------------- ----------- ---------------- ------------
Issue of shares
net of expenses 40,534 1,444,671 - - - - 1,485,205
Share-based
payment - - 119,672 - - - 119,672
------------------- ---------- ----------- ------------ ------------- ----------- ---------------- ------------
Balance as at
31-Dec-22 177,417 12,205,726 332,806 (10,971,011) 6,245 (106,887) 1,644,296
------------------- ---------- ----------- ------------ ------------- ----------- ---------------- ------------
The accompanying notes are an integral part of these financial
statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended Year ended
31 December 31 December
2022 2021
GBP GBP
-------------------------------------------- ------------ ------------
Cash flows from operating activities
Loss before tax from continuing operations (1,894,612) (1,097,387)
Adjustments for:
Finance costs 73,604 60,553
Finance income (2,084) (335)
ICSI revaluation 125,486 (966,354)
Depreciation and amortisation 195,555 306,915
Loss on disposal of assets 501 1,582
Share-based payment 119,672 48,047
Remeasurement of assets (78,323) -
(1,460,201) (1,646,979)
Working capital adjustments
(Increase) / Decrease in inventory 122,192 (21,109)
(Increase) / Decrease in trade and
other receivables 211,395 158,455
Increase / (Decrease) in trade and
other payables (97,847) (146,699)
Cash used in operations (1,224,461) (1,656,332)
Taxation 145,142 -
-------------------------------------------- ------------ ------------
Net cash outflow from operating activities (1,079,319) (1,656,332)
--------------------------------------------- ------------ ------------
Investing activities
Sale consideration received (ICSI) 307,731 -
Sale of property, plant and equipment - 2,048
Purchase of property, plant and equipment (19,540) (7,001)
Net cash outflow from investing activities 288,191 (4,954)
--------------------------------------------- ------------ ------------
Financing activities
Proceeds from issue of ordinary share
capital (net of expenses) 1,485,205 28,395
Proceeds from corporate green bonds
issued [(Refer note 20)] - 353,253
Loan interest paid (22,210) (27,372)
Interest received 2,084 334
Repayments of loans [(Refer note 20)] - (98,395)
Payments of lease liabilities (70,936) (51,950)
Net cash inflows from financing activities 1,394,143 204,264
--------------------------------------------- ------------ ------------
Net increase/(decrease) in cash and
cash equivalents 603,015 (1,457,022)
Cash and cash equivalents at the beginning
of the year 237,613 1,711,761
Exchange gains/(losses) on cash and cash
equivalents 2,004 (17,126)
--------------------------------------------- ------------ ------------
Cash and cash equivalents at the end
of the year 842,632 237,613
--------------------------------------------- ------------ ------------
The accompanying notes are an integral part of these financial
statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Corporate information
Verditek plc ("Verditek", "Company") is a public limited company
incorporated, registered and domiciled in England and Wales
(registration number 10114644), whose shares are quoted on the AIM
on the London Stock Exchange. Its registered office is located at
First Floor, Holborn Gate, 330 Holborn, London WC1V 7QT .
Verditek is the holding company of a group of companies engaged
in the clean technology sector.
The consolidated financial statements comprised of the Company
and its subsidiaries (together referred to as "the Group") as at
and for the year to 31 December 2022. The parent Company financial
statements present information about the Company as a separate
entity and not about its Group.
The comparative financial information is for the year ended 31
December 2021.
2. Accounting policies
The principal accounting policies applied in the preparation of
the consolidated financial statements are set out below. These
policies have been consistently applied to all periods presented,
unless otherwise stated.
2.1. Basis of preparation
The financial statements have been prepared in accordance with
UK adopted International Accounting Standards (UK IAS) and the
Companies Act 2006.
The financial statements have been prepared on the historical
cost basis except for certain assets which are stated at their fair
value.
The consolidated financial statements are presented in GBP,
which is also the Company's functional currency.
2.2. Basis of consolidation
The financial information consolidates the financial statements
of Verditek plc, and the entities controlled by the Company.
2.2.1. Subsidiaries
Subsidiaries are all entities (including special purpose
entities) over whose financial and operating policies the Group has
the power to govern, generally accompanying a shareholding of more
than one half of the voting rights. The existence and effect of the
potential voting rights that are currently exercisable or
convertible are considered when assessing whether the Group
controls another entity. Subsidiaries are consolidated from the
date on which control is transferred to the Group. They are
deconsolidated from the date that control ceases.
Inter-company transactions, balances and unrealised gains on
transactions between Group companies are eliminated. Accounting
policies of subsidiaries are changed where necessary to ensure
consistency with the policies adopted by the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.3. Changes in accounting policies and disclosures:
2.3.1. New standards, interpretations and amendments adopted in
these financial statements:
The Group has applied the following standards and amendments for
the first time for its annual reporting period commencing 1 January
2022:
-- Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37);
-- Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16);
-- Annual Improvements to IFRS Standards 2018-2020 (Amendments
to IFRS 1, IFRS 9, IFRS 16 and IAS 41); and
-- References to Conceptual Framework (Amendments to IFRS 3).
The amendments listed above did not have any impact on the
amounts recognised in prior periods and do not significantly affect
the current or future periods.
2.3.2 Standards, amendments and interpretations to existing
standards that are not yet effective and have not been early
adopted by the Company in the 31 December 2022 financial
statements:
Certain new accounting standards and interpretations have been
published that are not mandatory for 31 December 2022 reporting
periods and have not been early adopted by the Group.
Effective from 1 January 2023:
-- Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2);
-- Definition of Accounting Estimates (Amendments to IAS 8); and
-- Deferred Tax Related to Assets and Liabilities arising from a
Single Transaction (Amendments to IAS 12).
-- IAS 1 Presentation of Financial Statements (Amendment -
Classification of Liabilities as Current or Non-current)
Effective from 1 January 2024:
-- IFRS 16 Leases (Amendment - Liability in a Sale and Leaseback)
-- IAS 1 Presentation of Financial Statements (Amendment -
Non-current Liabilities with Covenants)
The Group will continue to assess any impact on the Group from
the adoption of these amendments. It is not anticipated that any of
these will have a material impact on the Group's financial
statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.4. Going concern
The financial statements have 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 3 May
2023 the Company announced a raise of an additional GBP175,000
(before expenses) by way of the issue of GBP500,000 7% Secured
Convertible Loan Notes. The Company used the proceeds principally
to repay the existing Crowd for Angels bonds of approx. GBP325,000
and to provide working capital.
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.
The Directors are aware of the risks and uncertainties facing
the business and the assumptions used are the Directors' best
estimate of the future development of the business.
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.
Should the Group be unable to continue as a going concern,
adjustments would have to be made to restate the value of assets to
their recoverable amounts, to provide for further liabilities that
might arise and to reclassify non-current assets and non-current
liabilities as current assets and current liabilities. The effect
of these potential adjustments has not been reflected in the
consolidated financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.5. Foreign currency
The Group's consolidated financial statements are presented in
Sterling. The functional currencies of the Group's subsidiaries
include the Euro and the US dollar. For each entity, the Group
determines the functional currency and items included in the
financial statements of each entity are measured using that
functional currency.
The assets and liabilities of foreign operations are translated
into sterling at the rate of exchange ruling at the reporting date.
Income and expenses are translated at weighted average exchange
rates for the period. The exchange differences arising on
translation for consolidation are recognized in Other Comprehensive
Income.
2.6. Operating segments
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision maker has been identified as the
management team including the two main directors and two
non-executive directors.
The Board considers that the Group's activity constitutes one
operating and one reporting segment, as defined under IFRS 8.
Management reviews the performance of the Company by reference to
total results against budget.
The total profit measures are operating profit and profit for
the period, both disclosed on the face of the income statement. No
differences exist between the basis of preparation of the
performance measures used by management and the figures in the
Group's financial information.
2.7. Share-based payments
The Group has issued share options to one Non-Executive
Director, in return for which the Group receives services from the
Non-Executive Director. The fair value of the services received in
exchange for the grant of the options is recognised as an expense.
The Group valued the options at the grant date using the Black
Scholes valuation model to establish the relevant fair values.
The total amount to be expensed is determined by reference to
the fair value of the options granted but excluding the impact of
any service or non-market performance vesting conditions (for
example the requirement of the grantee to remain an employee of the
Group).
Non-market vesting conditions are included in the assumptions
regarding the number of options that are expected to vest. The
total expense is recognised over the vesting period. At the end of
each period the Group revises its estimates of the number of
options expected to vest based on the non-market vesting
conditions. It recognises the impact of any revision in the income
statement with a corresponding adjustment to equity.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.8 Deferred taxation
Deferred tax assets and liabilities are recognised where the
carrying amount of an asset or liability in the statement of
financial position differs from its tax base, except for
differences arising on:
-- the initial recognition of goodwill;
-- the initial recognition of an asset or liability in a
transaction which is not a business combination and at the time of
the transaction affects neither accounting or taxable profit;
and
-- investments in subsidiaries where the Group is able to
control the timing of the reversal of the difference and it is
probable that the difference will not reverse in the foreseeable
future.
Recognition of deferred tax assets is restricted to those
instances where it is probable that taxable profit will be
available against which the difference can be utilised.
The amount of the asset or liability is determined using tax
rates that have been enacted or substantially enacted by the
balance sheet date and are expected to apply when the deferred tax
liabilities or assets are settled or recovered. Deferred tax
balances are not discounted.
Deferred tax assets and liabilities are offset when the Group
has a legally enforceable right to offset current tax assets and
liabilities.
2.8. Property, plant and equipment
Property, plant and equipment is stated at historic cost,
including expenditure that is directly attributable to the acquired
item, less accumulated depreciation and impairment losses.
Depreciation is provided to write off cost, less estimated
residual values, of all property, plant and equipment, evenly over
their expected useful lives, when the asset is available for use,
and calculated at the following rates:
Leasehold improvements - straight line over 5 years
Plant and machinery - straight line over 7-10 years
Computer equipment - straight line over 3 years
The carrying value of the property, plant and equipment is
compared to the higher of value in use and the fair value less
costs to sell. If the carrying value exceeds the higher of the
value in use and fair value less the costs to sell the asset, then
the asset is impaired, and its value reduced by recognising an
impairment provision.
2.9. Leased asset
At the lease commencement date, the Group recognises a
right-of-use asset and a lease liability, which comprises of the
building, except for short-term leases that have a lease term of 12
months or less and leases of low-value assets, which are expensed
to the profit & loss over the expense term.
The right-of-use asset is initially recognised at cost, which
comprises the initial amount of the lease liability plus any lease
payments made at or before the commencement date, plus any initial
direct costs incurred, plus any costs associated with restoring the
asset to its original condition, less any lease incentive received.
The right-of-use asset is subsequently stated at cost less
accumulated depreciation and impairment losses.
Lease payments included in the measurement of the lease
liability comprise the following:
-- fixed payments, including in-substance fixed payments;
-- variable lease payments that depend on an index or rate,
initially measured using the index or rate at the commencement
date.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The lease liability is measured at amortised cost using the
effective interest method. The liability recognised at inception of
the lease comprises the present value of future payments payable
under the lease contract, discounted at the rate implicit in the
lease. If there is no discount rate implicit in the lease, then the
incremental rate of borrowing is used. The liability is remeasured
when there is a change in future lease payments arising from a
change in an index or rate, or there is a change in the Group's
estimate of the amount expected to be payable under a residual
value guarantee, or there is a change arising from the reassessment
of whether the Group will be reasonably certain to exercise a
purchase, extension or termination option. When the lease liability
is remeasured in this way, a corresponding adjustment is made to
the carrying amount of the right-of-use asset or is recorded in
profit or loss if the carrying amount has been reduced to zero.
2.10. Financial Instruments
The Group classifies a financial instrument, or its component
parts, as a financial asset, a financial liability, or an equity
instrument in accordance with the substance of the contractual
arrangement and the definitions of a financial liability, a
financial asset and an equity instrument.
A financial instrument is any contract that gives rise to a
financial asset of one entity and a financial liability or equity
instrument of another entity.
2.10.1. Financial assets
Financial assets are classified, at initial recognition, as
subsequently measured at amortised cost, fair value through other
comprehensive income ("FVOCI"), and investments in particular at
fair value through profit or loss ("FVTPL"),
The classification of financial assets at initial recognition
depends on the financial asset's contractual cash flow
characteristics and the Group's business model for managing them,
with the exception of trade receivables that do not contain a
significant financing component or for which the Group has applied
the practical expedient, the Group initially measures a financial
asset at its fair value plus, in the case of a financial asset not
at fair value through profit or loss, transaction costs. Trade
receivables that do not contain a significant financing component
or for which the Group has applied the practical expedient are
measured at the transaction price determined under IFRS 15.
The Group's business model for managing financial assets refers
to how it manages its financial assets in order to generate cash
flows. The business model determines whether cash flows will result
from collecting contractual cash flows, selling the financial
assets, or both.
Financial assets at amortised cost are subsequently measured
using the effective interest (EIR) method and are subject to
impairment. Gains and losses are recognised in profit or loss when
the asset is de-recognised, modified, or impaired.
The Group's financial assets at amortised cost includes trade
receivables and loans to related parties, are included under other
current financial assets. In the periods presented the Group does
not have any financial assets categorised as FVOCI.
Financial assets are de-recognised when the contractual rights
to the cash flows from the financial asset expire, or when the
financial asset and substantially all the risks and rewards are
transferred.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.10.2. Financial liabilities
All financial liabilities are recognised initially at fair value
and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs.
Financial liabilities designated upon initial recognition at
fair value through profit or loss are designated at the initial
date of recognition, and only if the criteria in IFRS 9 are
satisfied. The Group has not designated any financial liability as
at fair value through profit or loss.
Loans after initial recognition, interest-bearing loans and
borrowings are subsequently measured at amortised cost using the
EIR method. Gains and losses are recognised in profit or loss when
the liabilities are de-recognised as well as through the EIR
amortisation process.
Amortised cost is calculated by considering any discount or
premium on acquisition and fees or costs that are an integral part
of the EIR. The EIR amortisation is included as finance costs in
the statement of profit or loss. This category generally applies to
interest-bearing loans and borrowings.
A financial liability is de-recognised when the obligation under
the liability is discharged, cancelled, or expires.
2.10.3. Impairment
The Group assesses all other current receivables on a
forward-looking basis, with expected credit losses (ECL) associated
with debt instruments measured at amortised cost. These are deemed
short term (i.e., less than 12 months) and apply the Group policy
for credit rating and risk management policies in place.
The impairment stages are defined as:
Stage 1 - When a receivable is recognised, ECLs resulting from
default events that are possible within the next 12 months are
expensed to the statement of comprehensive income (12-month ECL)
and a loss allowance is established. On subsequent reporting dates,
the 12-month ECL also applies to existing receivables with no
significant increase in credit risk since their initial
recognition. In determining whether a significant increase in
credit risk has occurred since initial recognition, the Company
assesses the change, if any, in the risk of default over the
expected life of the receivable (that is, the change in the
probability of default, as opposed to the amount of ECLs).
Stage 2 - If the receivables credit risk has increased
significantly since initial recognition and is not considered low,
lifetime ECLs are recognised.
Stage 3 - If the receivables credit risk increases to the point
where it is considered credit-impaired, lifetime ECLs are
recognised, as in Stage 2.
The impairment methodology applied for the Group is stage 1,
which requires 12-month expected credit losses to be recognised
until a change in credit risk occurs, in which case stage 2 would
apply.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.11. Inventories
Inventories are valued at the lower of cost and net realisable
value.
Costs incurred in bringing each product to its present location
and condition are accounted for, as follows:
-- Raw materials: purchase cost on a first-in/first-out basis;
-- Finished goods and work in progress: cost of direct materials
and labour and a proportion of manufacturing overheads based on the
normal operating capacity but excluding borrowing costs.
Net realisable value is the estimated selling price in the
ordinary course of business, less estimated costs of completion and
the estimated costs necessary to make the sale.
2.12. Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held
on call, together with other short term highly liquid investments
which are not subject to significant changes in value and have
original maturities of less than three months.
2.13. Fair Value measurement
Where financial and non-financial assets and liabilities are
measured at fair value, the Group use appropriate valuation
techniques for which sufficient data are available to measure fair
value, maximising the use of relevant observable inputs and
minimising the use of unobservable inputs.
Fair value is categorised into different levels in a fair value
hierarchy based on the inputs used in the valuation techniques as
follow:
-- Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
-- Level 2: inputs other than quoted prices included in Level 1
that are observable for the assets or liability, either directly
(eg; as prices) or indirectly (eg; derived from prices);
-- Level 3: input for the assets or liability that are based on
observable market data (unobservable input).
The Group recognise transfer between level of fair value
hierarchy at the end of the reporting period during which the
changes have occurred.
The carrying amount of cash and cash equivalents, receivables,
trade payable, accruals and other current liabilities in the Group
consolidated statement of financial position approximates their
fair value because of short maturities of these instruments.
2.14. Revenue recognition
Revenue is generated from the manufacture and supply of
lightweight solar panels. The Group recognises revenue when (or as)
a performance obligation in the customer contract is satisfied.
Performance obligations relevant to the customer contract are to
manufacture goods in accordance with the specification in the
customer order form and any other regulatory or statutory
requirements. The performance obligations are satisfied at the
point in time when the goods are deemed to be delivered. Revenue is
measured as the fair value of the consideration received or
receivable and represents amounts receivable for services provided
in the normal course of business, net of discounts and
sales-related taxes.
Customers are billed in advance of the delivery of goods, with
30 days terms. Upon receipt of an advanced payment a contract
liability is recognized. The contract liability is released at the
point in time goods are delivered.
Under the Group's standard terms and conditions there is a
product warranty for ongoing acceptable function of the goods for a
period of 10 years, effective from the point of installation, or 3
months after delivery, whichever is earlier.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
This warranty is not sold as a separate component. This length
of warranty is standard in the industry. This is not a separate
service and is deemed an "assurance" type warranty under IFRS 15
guidance; and is therefore accounted for separately under IAS 37
instead.
2.15. Research and Development costs
Expenditure on research activities is recognised in profit or
loss as incurred. Development expenditure is capitalised only if
the expenditure can be measured reliably, the product or process is
technically and commercially feasible, future economic benefits are
probable, and the Group intends to and has sufficient resources to
complete development and to use or sell the asset. Otherwise, it is
recognised in profit or loss as incurred. Amortisation on
development costs commences once the asset under development is
available for use or sale. Subsequent to initial recognition,
development expenditure is measured at cost less accumulated
amortisation and any accumulated impairment losses.
2.16. Grant income
Government grants that are receivable as compensation for
expenses or losses already incurred or for the purpose of giving
immediate financial support to the Group with no future related
costs are recognised in profit or loss in the period in which they
become receivable. Grants are recognised in the statement of
comprehensive income as other income.
2.17. Summary of critical accounting estimates and judgements
The preparation of financial information in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires the directors to exercise their judgement in the process
of applying the accounting policies which are detailed above. 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 a material adjustment to the carrying amounts of assets
and liabilities within the next financial period are reviewed on an
ongoing basis. Revisions 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.
The estimates and judgements which have a significant risk of
causing a material adjustment to the carrying amount of assets and
liabilities within the next financial year are discussed below:
2.17.1. Estimates
Share-based payments
Share options are recognised as an expense based on their fair
value at date of grant. The fair value of the options is estimated
through the use of a valuation model - which require inputs such as
the risk-free interest rate,
expected dividends, expected volatility and the expected option
life - and is expensed over the vesting period. Some of the inputs
used to calculate the fair value are not market observable and are
based on estimates derived from available data, such as employee
exercise behaviour and employee turnover [note 23].
Other receivables
Other receivables comprise estimated earn out payments
receivable from the sale of the investment in ICSI - note 11. The
estimated earn out payments are structured over several product
development milestones to be achieved through to 2025. The
estimated earn out payments to be received as at year end are based
on this information and includes management assessment around the
achievability of each individual milestone.
This risk weighted compensation has then been discounted at an
estimated cost of equity, being 14.2%.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2.17.2. Judgements
Corporate bond
During the prior period the Company issued corporate bonds
through funding platform Crowd For Angels, with a term of 2 years,
as set out in note 20. In tandem with the bond issue, the Company
also issued share warrants to Crowd For Angels, with a term of 3
years. According to the warrant instrument, the share warrants can
only be subscribed for in cash, which means they cannot be
exercised in return for a redemption of the bond principal. As
such, management considers that the corporate bonds are not
convertible by way of share warrant exercise as there is a
contractual obligation to pay cash, and also no contractual
obligation to repay any such funds received in redemption of the
outstanding bonds. Therefore, the fair value of the warrants is
viewed as a cost of bond issue and is deducted from the bond
liability balance, rather than as an equity instrument. The
warrants were fair valued using the Black Scholes model, [see note
23] for details.
Other receivables
As noted in 2.16.1 above, management has assessed the
probabilities of the timing and amount of the estimated earn out
payments due.
3. Financial Risk Management
The Group is exposed to risks that arise from its use of
financial instruments. This note describes the Group's objectives,
policies and processes for managing those risks and the methods
used to measure them. Further quantitative information in respect
of these risks is presented throughout these financial
statements.
3.1. Principal financial instruments and their categories
The principal financial instruments used by the Group, from
which financial instrument risk arises, are as follows:
31 December 31 December
Categories of financial assets 2022 2021
GBP GBP
-------------------------------------- ------------ ------------
Other receivables (ICSI) 556,783 -
Cash and cash equivalents 842,632 237,613
Trade receivables - net of provision 50,911 17,053
Total current financial assets at
amortised cost 1,450,326 254,666
-------------------------------------- ------------ ------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
31 December 31 December
Categories of financial liabilities 2022 2021
GBP GBP
------------------------------------------ ------------ ------------
Trade payables 62,976 232,011
Wages payable 29,586 19,535
Pension payable 175 508
Accruals 139,851 77,150
Amount due to related parties - 70,000
Trade and other payables 232,588 399,205
Current loans and borrowings 310,306 -
Non-current loans and borrowings - 277,080
------------------------------------------ ------------ ------------
Loans and borrowings 310,306 277,080
Current lease liabilities 29,682 69,737
Non-current lease liabilities - 90,687
------------------------------------------ ------------ ------------
Lease liabilities 29,682 160,424
Total financial liabilities at amortised
cost 572,577 836,709
------------------------------------------ ------------ ------------
3.2. General objectives, policies and processes
The Board has overall responsibility for the determination of
the Group's risk management objectives and policies and, whilst
retaining ultimate responsibility for them, it has delegated the
authority for designing and operating processes that ensure the
effective implementation of the objectives and policies to the
Group's finance function. The Board receives monthly reports from
the CFO through which it reviews the effectiveness of the processes
put in place and the appropriateness of the objectives and policies
it sets.
The overall objective of the Board is to set policies that seek
to reduce risk as far as possible without unduly affecting the
Group's competitiveness and flexibility. Further details regarding
these policies are set out below:
3.2.1. Credit risk
Credit risk refers to the risk that a counterparty will default
on its contractual obligations resulting in financial loss to the
Group. In order to minimise this risk, the Group endeavours only to
deal with companies which are demonstrably creditworthy.
The aggregate financial exposure is continuously monitored. The
maximum exposure to credit risk is the value of the outstanding
amount of bank balances. The Group's exposure to credit risk on
cash and cash equivalents is considered low as the bank accounts
are with banks with high credit ratings. The analysis of trade
receivables and expected credit loss allocation is detailed in
[note 17].
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3.2.2. Liquidity risk
Liquidity risk arises from the Group's management of working
capital and the finance charges and principal repayments on its
debt instruments. It is the risk that the Group will encounter
difficulty in meeting its financial obligations as they fall
due.
The Group's policy is to ensure that it will always have
sufficient cash to allow it to meet its liabilities when they
become due. To achieve this aim, it seeks to maintain cash balances
(or agreed facilities) to meet expected requirements for a period
of at least 45 days.
The Group currently holds cash balances to provide funding for
normal trading activity and is managed centrally. Trade and other
payables are monitored as part of normal management routine.
The Board receives rolling 12-month cash flow projections on a
monthly basis as well as information regarding cash balances.
The liquidity risk of each group entity is managed centrally by
the group treasury function. Each operation has a facility with
group treasury, the amount of the facility being based on budgets.
The budgets are set locally and agreed by the Board in advance,
enabling the Group's cash requirements to be anticipated. Where
facilities of group entities need to be increased, approval must be
sought from the group finance director. Where the amount of the
facility is above a certain level, agreement of the Board is
needed. The following table sets out the contractual maturities
(representing undiscounted contractual cash-flows, including
contractual interest) of financial liabilities:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
31 December 2022 Up to 3 Between Between Between
Months 3 and 12 1 and 2 2 and 5 years
months years
Trade payables 62,976 - - -
Wages payable 29,586 - - -
Pension payable 175 - - -
Accruals 139,851 - - -
Lease liability 19,369 11,037 - -
Current loan - interest 310,306 - - -
bearing
--------------------------- -------- ---------- --------- ---------------
Undiscounted financial
liabilities at amortised
cost 562,263 11,037 - -
--------------------------- -------- ---------- --------- ---------------
31 December 2021 Up to 3 Between Between Between
Months 3 and 12 1 and 2 years 2 and 5
months years
Trade payables 232,011 - - -
Wages payable 19,535 - - -
Pension payable 508 - - -
Accruals 77,150 - - -
Amount due to related
parties 70,000 - - -
Lease liability 35,096 52,921 106,675 -
Non-current loan
- interest bearing 5,557 16,672 325,370 -
Undiscounted financial
liabilities at amortised
cost 439,857 69,737 448,045 -
--------------------------- -------- ---------- --------------- ---------
3.2.3. Interest rate risk
Interest rate risk is the risk that the fair value or future
cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Group's exposure to the risk
of changes in market interest rates relates primarily to the
Group's debt obligations with floating interest rates.
The Group's exposure to interest rate risk is limited, as all
its loans and borrowings are fixed rate loan. At the reporting date
there were corporate bonds of GBP324,858 which had a fixed interest
rate of 7% (2021: corporate bonds of GBP324,858 which had a fixed
interest rate of 7%.
3.2.4. Foreign exchange risk
Foreign exchange risk arises when individual Group entities
enter into transactions denominated in a currency other than their
functional currency. The Group's policy is, where possible, to
allow group entities to settle liabilities denominated in their
functional currency with the cash generated from their own
operations in that currency. Where group entities have liabilities
denominated in a currency other than their functional currency (and
have insufficient reserves of that currency to settle them), cash
already denominated in that currency will, where possible, be
transferred from elsewhere within the Group.
In the current year the Group is predominantly exposed to
currency risk on purchases made in EUR and USD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table details the Group's exposure at the end of
the year to currency risk arising from recognised assets or
liabilities denominated in a currency other than the functional
currency of the entity to which they relate. Differences resulting
from the translation of the financial statements of the entity
within the Group into the Group's presentation currency are
excluded:
As of 31 December 2022 the Group's exposure to changes in
foreign exchange rate was as follows:
Effect on loss before
Effect on net assets tax
Forex sensitivity
calculation USD GBP EUR CAD USD GBP EUR CAD
GBP GBP GBP GBP GBP GBP GBP GBP
------------------ -------- ------ ------- -------- -------- ------- ------- --------
1% 23 - 39 5,568 (23) - (39) (5,568)
-1% (23) - (39) (5,568) 23 - 39 5,568
As of 31 December 2021, the Group's exposure to changes in
foreign exchange rate was as follows:
Effect on loss before
Effect on net assets tax
Forex sensitivity
calculation USD GBP EUR CAD USD GBP EUR CAD
GBP GBP GBP GBP GBP GBP GBP GBP
------------------ -------- ------ ------- ------ -------- ------- ------- ------
1% 79 (1) (53) - (79) 1 53 -
-1% (79) 1 53 - 79 (1) (53) -
4. Revenue and segmental information
Revenues Year ended Year ended
31 December 2022 31 December 2021
GBP GBP
--------------- ----------------- -----------------
Sale of Goods 417,457 107,632
Total 417,457 107,632
--------------- ----------------- -----------------
The Group had 2 customers that exceeded 10% of revenue in 2022
(2021: 2 customers), one customer 18.71%% and one 18.41%%.
Segment information
The chief operating decision maker has been identified as the
management team including the executive and non-executive
directors. 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
year ended 31 December 2022 Verditek had one operating segment, the
development and commercialisation of clean technologies, although
it is likely that in future periods the Group's segmental reporting
will be expanded as different technologies are developed and
commercialised.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 total assets less
current liabilities by geographical market is given below:
Year ended Year ended
31 December 2022 31 December 2021
GBP GBP
---------------- ----------------- -----------------
Revenue
UK 18,661 -
Rest of Europe 398,796 107,632
---------------- ----------------- -----------------
Total revenue 417,457 107,632
---------------- ----------------- -----------------
Operating loss
UK (1,095,726) (643,547)
Rest of Europe (819,299) (1,359,976)
--------------------------- ------------ ------------
Total operating loss (1,915,025) (2,003,523)
--------------------------- ------------ ------------
Non-current assets
UK 571,010 990,599
Rest of Europe 230,145 441,875
Total non-current assets 801,155 1,432,474
--------------------------- ------------ ------------
5. Other income
Fair value changes through
P&L - ICSI (125,486) 966,354
Grant income 217,419 -
Total other income 91,933 966,354
---------------------------- ---------- --------
Refer to investment [note 11 & 12] for further information
on the ICSI revaluation.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
6. Operating loss
Year ended Year ended
31 December 31 December
2022 2021
GBP GBP
---------------------------------------- ------------ ------------
Operating loss is stated after
charging:
Auditors' remuneration:
Audit fees - audit of the company
and its subsidiaries pursuant to
legislation 48,584 32,500
Non-audit fees - other assurance 800 -
services
Direct costs - inventory cost of
goods expense 253,102 80,176
Direct costs - inventory write-down 167,417 125,770
Direct costs - inventory theft - 346,841
Direct costs - other 246,213 56,785
Depreciation of PPE 134,692 256,897
Depreciation of ROU asset 60,863 50,018
Remeasurement of ROU asset (25,537) -
Disposal of PPE - 1,582
Provision against non-trading assets - 43,551
Director's fee and staff costs
(note 7) 407,901 500,810
Advertising, marketing and development 249,575 184,013
Bad debt 70,202 -
Research costs 142,555 (81,847)
Other costs 558,630 511,560
---------------------------------------- ------------ ------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. Employees and directors
The average number of employees (including directors) during the
period was made up as follows:
Year ended Year ended
31 December 31 December
2022 2021
Number Number
---------------- ------------- -------------
Directors 4 2
Production 6 7
Administrative 1 2
---------------- ------------- -------------
Total 11 11
---------------- ------------- -------------
The cost of staff and directors during the period was made up as
follows:
Year ended Year ended
31 December 31 December
2022 2021
GBP GBP
------------------------------------------ ------------- -------------
Salaries 299,108 362,535
Directors' fees 257,037 247,374
Share-based payments 119,672 48,047
Social security costs 41,079 21,340
Pension costs 1,932 23,741
718,828 703,037
Costs capitalised as part of inventories (-) (20,073)
Total staff cost in the statement
of comprehensive income 718,828 682,964
Consisting of:
Employee costs included in direct
costs 179,531 183,727
Employee costs included in admin
expenses 539,297 499,237
Key management personnel include both board and non-board
members. Key management personnel compensation is as follows:
Year ended Year ended
31 December 31 December
Key management personnel compensation 2022 2021
GBP GBP
--------------------------------------- ------------- -------------
Salaries 102,500 137,500
Fees 288,323 289,617
Share-based payments 119,672 46,928
Social security costs 6,964 9,746
Pension costs - 1,876
517,459 485,667
--------------------------------------- ------------- -------------
Please refer to the Directors' Remuneration report on pages
19-20.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year ended Year ended
31 December 31 December
2022 2021
GBP GBP
---------------------------------- ------------ ------------
Finance expenses
Interest on loans (note 20) 23,056 12,623
Amortisation of bond issue costs
(note 20) 34,446 18,125
Lease interest 16,102 29,805
Total finance expense 73,604 60,553
---------------------------------- ------------ ------------
8. Finance costs
Details of the interest rate on the loans are shown in [note
20].
9. Income tax
Year ended Year ended
31 December 31 December
2022 2021
GBP GBP
------------------------------------ ------------- -------------
UK Corporation tax
Tax credit/ (expense)- current
year - -
Tax credit/ (expense)- prior
year 21,901 123,308
Total current tax 21,901 123,308
------------------------------------ ------------- -------------
Deferred tax
Origination and reversal of timing
differences - -
Total tax credit/(expense) 21,901 123,308
------------------------------------ ------------- -------------
Factors affecting the tax expense
The reasons for the difference between the actual tax expense
for the year and the standard rate of corporation tax in the United
Kingdom applied to the result for the year are as follows:
Year ended Year ended
31 December 2022 31 December 2021
GBP GBP
-------------------------------------------------------------------- ------------------ ------------------
Loss on ordinary activities before income tax (1,894,611) (1,097,387)
Standard rate of corporation tax 19.00% 19.00%
Loss before tax multiplied by the standard rate of corporation tax (359,976) (208,504)
Effects of:
Research and Development tax credit 21,901 123,308
Losses utilised against chargeable gains - (183,607)
Non-deductible expenses 20,183 26,163
Difference in overseas tax rates (6,768) (69,432)
Capital allowances (3,642) -
Deferred tax not recognised 350,203 435,380
Withholding tax - -
Tax credit 21,901 123,308
-------------------------------------------------------------------- ------------------ ------------------
The Group has not recognized deferred tax assets arising from
the accumulated tax losses due to uncertainty of their future
recovery. The deferred tax asset not recognized is GBP1,515,764 at
31 December 2022 (2021: GBP1,471,603).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. Loss per share
Year ended Year ended
31 December 31 December
2022 2021
------------------------------------
Basic and diluted
Loss for the period and earnings
used in basic & diluted EPS (GBP) (1,872,711) (974,079)
Weighted average number of shares
used in basic and diluted EPS 393,565,703 341,351,150
Loss per share:
------------------------------------ ------------ ------------
Basic and diluted (0.5p) (0.3p)
------------------------------------ ------------ ------------
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. There
were no potentially dilutive ordinary shares in either period,
therefore was no difference between the basic and diluted loss per
share.
11. Investments
Financial assets at Total
fair value through profit
or loss
GBP GBP
--------------------- --------------------------- ----------
Cost
At 1 January 2021 23,405 23,405
Exchange Difference
Revalue investment 966,595 966,595
At 31 December 2021 990,000 990,000
Disposal (990,000) (990,000)
At 31 December 2022 - -
--------------------- --------------------------- ----------
The Company held at 31 December 2021 a stake in Industrial
Climate Solutions (ICSI), an unlisted company registered in Canada.
This has been sold during 2022 for a total consideration comprise
cash on completion of GBP307,731 and earn out payments payable over
3 years (see note 12). At 31 December 2021, the financial asset was
measured at the fair value less costs of disposal.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
12. Other receivables
2022 2021
GBP GBP
----------------------------------- ---------- -----
Estimated earn-out from ICSI sale 682,269 -
Fair Value adjustment (125,486) -
Other receivables 556,783 -
----------------------------------- ---------- -----
The estimated earn out payments are structured over several
product development milestones to be achieved through to 2025. The
estimated earn out payments to be received as at year end are based
on this information and includes management assessment around the
achievability of each individual milestone. This risk weighted
compensation has then been discounted at an estimated cost of
equity, being 14.2%
Sensitivity analysis:
The group's exposure to changes in key assumptions affecting the
carrying value are as follows:
GBP
1% change in expected cash flows amount and
timing 5,568
1% change in discount rate 9,480
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. Property, plant and equipment
Plant & Computer Leasehold Total
Machinery equipment Improvements
GBP GBP GBP
---------------------- ----------- ----------- -------------- ---------
Cost
At 1 January 2021 648,050 3,972 76,427 728,449
Additions 3,483 - 3,518 7,001
Disposals (7,138) - - (7,138)
Exchange adjustments (42,462) - (5,022) (47,484)
---------------------- ----------- ----------- -------------- ---------
At 31 December
2021 601,933 3,972 74,923 680,828
---------------------- ----------- ----------- -------------- ---------
Additions 14,312 2,708 2,520 19,540
Disposals - (949) - (949)
Exchange adjustments 32,155 - 4,015 36,170
---------------------- ----------- ----------- -------------- ---------
At 31 December
2022 648,400 5,731 81,458 735,589
---------------------- ----------- ----------- -------------- ---------
Depreciation
At 1 January 2021 125,783 2,754 13,300 141,837
Charge for the year 250,779 619 6,057 257,455
Disposals (3,508) - - (3,508)
Exchange adjustments (14,020) - (1,018) (15,038)
---------------------- ----------- ----------- -------------- ---------
At 31 December
2021 359,034 3,373 18,339 380,746
---------------------- ----------- ----------- -------------- ---------
Charge for the year 104,737 358 29,597 134,692
Disposals - (448) - (448)
Exchange adjustments 23,037 - 2,092 25,129
---------------------- ----------- ----------- -------------- ---------
At 31 December
2022 486,808 3,283 50,028 540,119
---------------------- ----------- ----------- -------------- ---------
Net book value
At 31 December 2021 242,900 599 56,583 300,082
At 31 December
2022 161,592 2,448 31,430 195,470
---------------------- ----------- ----------- -------------- ---------
At the reporting date a review of useful lives of depreciable
assets was conducted. Several individual plant & machinery
assets were identified that had no remaining useful life. This
resulted in an acceleration of depreciation for those assets, with
an additional charge of GBP37,948.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. Subsidiary undertakings
As at 31 December 2022 the subsidiaries of Verditek plc, all of
which have been included in these consolidated
financial statements, are as follows:
Proportion
of ownership
interest
Country at 31 December Nature of
Name of incorporation Parent 2022 business
Greenflex Energy
Limited UK Verditek plc 100% Dormant
------------------ ----------------- ---------------- -----------------
Greenflex RSM Greenflex Energy
S.r.l (1) San Marino Limited 100% Dormant
------------------ ----------------- ---------------- -----------------
Verditek Solar Solar technology
S.r.l Italy Verditek plc 100% services
------------------ ----------------- ---------------- -----------------
BBR Filtration BBR Filtration
USA, LLC USA Limited 50.49% Dormant
------------------ ----------------- ---------------- -----------------
Verditek USA,
Limited USA Verditek plc 100% Dormant
------------------ ----------------- ---------------- -----------------
Verditek Solar
Solutions Limited UK Verditek plc 100% Dormant
------------------ ----------------- ---------------- -----------------
(1) - Greenflex RSM S.r.l ceased to trade in July 2018, and an
application to liquidate the company was made in February 2019;
Name Registered address
Greenflex Energy First Floor, Holborn Gate, 330 Holborn,
Limited London, WC1V 7QT
----------------------------------------------
Via L. Cibrario, 25, 47893 Cailungo, San
Greenflex RSM S.r.l Marino
----------------------------------------------
Verditek Solar S.r.l
(2) Via Pogliano, 26, 20020 Lainate, Italy
----------------------------------------------
BBR Filtration USA, C/o 2605, Ponce De Leon, Boulevard, Coral
LLC (99%) Gables, Florida 33134
----------------------------------------------
Corporation Trust Center, 1209 Orange Street,
Verditek USA, Limited Wilmington, Delaware 19801
----------------------------------------------
Verditek Solar Solutions First Floor, Holborn Gate, 330 Holborn,
Limited London, WC1V 7QT
----------------------------------------------
(2) - Verditek Solar S.r.l relocated as of 29(th) May 2023 to
Via dell Industria, 41C 33028 Tolmezzo.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
15. Right of use asset
Building
GBP
--------------------------------------------------------- ----------
Cost
At 1 January 2021 345,173
Additions 1,126
Remeasurement -
Exchange (22,224)
--------------------------------------------------------- ----------
At 31 December 2021 324,075
Additions -
Remeasurement of asset (262,655)
Exchange 7,500
--------------------------------------------------------- ----------
At 31 December 2022 68,920
--------------------------------------------------------- ----------
Depreciation
At 1 January 2021 138,528
Charge for the year 49,460
Unwind of discount of lease deposit (other receivables) 3,945
Exchange (10,248)
--------------------------------------------------------- ----------
At 31 December 2021 181,685
Charge for the year 60,863
Unwind of discount of lease deposit (other receivables) 7,306
Remeasurement of asset (233,356)
Exchange 3,520
--------------------------------------------------------- ----------
At 31 December 2022 20,018
--------------------------------------------------------- ----------
Net book value
At 31 December 2021 142,391
At 31 December 2022 48,902
--------------------------------------------------------- ----------
The right-of-use asset is the present value of a lease asset on
a factory in Lainate, Italy signed in 2018 for 6 years. The lease
term was due to expire in 2024, with an option to renew for another
6 years. The rental amount is reviewed on an annual basis, with
increase in rental value linked to 75% of the consumer price index
for white- and blue-collar worker households established by ISTAT
(a national central statistics institute). In 2022 notice was given
to terminate early this has resulted in changes to the carrying
value for future payments with impact taken to P&L but no
penalty is required to be paid.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
16. Inventories
2022 2021
GBP GBP
------------------- -------- --------
Finished goods 345,032 509,849
Raw materials 189,927 147,302
Total Inventories 534,959 657,151
------------------- -------- --------
During the period GBP253,102 inventories relating to revenue
were recognized as a cost in the P&L (2021: GBP80,176). There
was also a provision against inventories to write-down defective
and slow-moving stock, GBP167,417 (2021: GBP125,770). The defective
panels were identified as part of an operational review during the
year. During 2021 there was also a theft of inventory, which
resulted in an expense of GBP346,841.
17. Trade and other receivables
2022 2021
GBP GBP
-------------------------------------------- --------- ---------
Trade receivables - gross 123,744 43,466
Less: provision for expected credit losses (72,833) (26,413)
-------------------------------------------- --------- ---------
Trade receivables - net 50,911 17,053
Advance to suppliers and deposits 19,503 42,882
Amounts due from related parties 100 100
VAT and other taxes receivable 12,483 170,388
Prepayments 12,536 161,770
-------------------------------------------- --------- ---------
Total trade and other receivables 95,533 392,193
-------------------------------------------- --------- ---------
The ageing of trade receivables and ECL allocation is as
follows:
31 December 2022 Gross ECL Net
GBP GBP GBP
------------------------------- -------- --------- -------
Not past due and not impaired 829 - 829
Up to 30 days past due - - -
31 to 60 days past due 3,155 - 3,155
61 to 90 days past due 9,829 - 9,829
Over 90 days past due 109,931 (72,833) 37,099
------------------------------- -------- --------- -------
Total 123,744 (72,833) 50,911
------------------------------- -------- --------- -------
31 December 2021 Gross ECL Net
GBP GBP GBP
------------------------------- ------- --------- -------
Not past due and not impaired 2,673 - 2,673
Up to 30 days past due - - -
31 to 60 days past due 969 - 969
61 to 90 days 1,180 - 1,180
Over 90 days 38,644 (26,413) 12,231
------------------------------- ------- --------- -------
Total 43,466 (26,413) 17,053
------------------------------- ------- --------- -------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
18. Cash and cash equivalents
2022 2021
GBP GBP
-------------------------- -------- --------
Cash at bank and in hand 842,632 237,613
-------------------------- -------- --------
The fair value of the cash & cash equivalents is as
disclosed above. For the purpose of the cash flow statement, cash
and cash equivalents comprise of the amounts shown above.
19. Trade and other payables
2022 2021
GBP GBP
-------------------------------------------------------------------------- -------- -------------------------------
Trade payables 62,976 232,011
Accruals 139,851 77,150
Deferred revenue 43,955 -
Wages payable 29,586 19,535
Pension payable 175 508
Other payable 173 162
Amounts due to related parties - 70,000
-------------------------------------------------------------------------- -------- -------------------------------
Financial liabilities at amortised costs other than loans and borrowings 276,716 399,366
Social security & other taxes payables 13,279 11,847
Total trade and other payables 289,995 411,213
-------------------------------------------------------------------------- -------- -------------------------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. Loans and borrowings
2022 2021
GBP GBP
------------------------------------------- -------- --------
Current
Convertible bonds issued to related party 25,000 -
Corporate bonds (net of bond issue costs) 285,306 -
Non - current
Convertible bonds issued to related party - 25,000
Corporate bonds (net of bond issue costs) - 252,080
------------------------------------------- -------- --------
Total current and non - current loans
and borrowings 310,306 277,080
------------------------------------------- -------- --------
During the prior year, a series of corporate green bonds were
issued through crowdfunding platform Crowd For Angels with an
interest rate of 7%:
- GBP225,000 was issued on 28 May 2021 with a term of 2 years,
and is secured by way of a floating charge against the assets of
the Company;
- GBP25,000 was issued on 28 May 2021, with the same term, to
non-executive director Gavin Mayhew;
- GBP103,253 was issued on 13 August 2021, with a term of 2
years to external investors through the Crowd For Angels platform
and is secured by way of a floating charge against the assets of
the Company.
Alongside the corporate bonds, warrants were also issued to
Crowd For Angels, including
- 2,250,000 warrants on 28 May 2021, with a term 36 months and exercise price 3.1p
- 1,032,530 warrants on 30 July 2021, with a term 36 months and exercise price 2.75p
The 1,032,530 warrants were exercised in 2021 and the proceeds
repaid part of the corporate green bond.
The warrants were fair valued using the Black Scholes model, see
note 23 for details. During the year there was a bond amortisation
charge of GBP33,226 (2021: GBP18,125) recorded within finance
costs.
Reconciliation of liabilities to cashflows arising from
financing activities
01-Jan-22 Cash inflow Cash outflow Non-cash 31-Dec-22
GBP GBP GBP GBP
-------------------- ---------- ------------ ------------- --------- ----------
Corporate bonds 252,080 - - 252,080
Corporate bonds
issued to related
party 25,000 - - 25,000
Lease liability 160,424 - (70,936) (59,806) 29,682
437,504 - (70,936) (59,806) 306,762
-------------------- ---------- ------------ ------------- --------- ----------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
21. Lease liability
2022 2021
GBP GBP
------------------------------------ ------- --------
Current Lease liability 29,682 69,737
Non-Current Lease liability - 90,687
Total Current loans and borrowings 29,682 160,424
------------------------------------ ------- --------
Lease liabilities are payable as follows:
Future minimum Interest Present value
lease payments of minimum lease
payments
GBP GBP GBP
-------------------- ---------------- --------- ------------------
Less than one year 30,406 (724) 29,682
Between one and
five years - - -
30,406 (724) 29,682
-------------------- ---------------- --------- ------------------
The cash outflow on lease liability payments in the year was
GBP70,936 (2021: GBP51,950). The interest expense on lease
liabilities recognised in the year was GBP16,102 (2021:
GBP29,805).
22. Share capital and reserves
Number of Shares Share Share
Par Value GBP0.0004 capital premium
GBP GBP
------------------------------------ --------------------- --------- -----------
At 1 January 2021 341,172,443 136,470 10,733,073
------------------------------------ --------------------- --------- -----------
Exercise of shares for cash
Shares issued October 2021 1,032,530 413 27,982
Exercise of shares - non-cash
At 31 December 2021 342,204,973 136,883 10,761,055
------------------------------------ --------------------- --------- -----------
Exercise of shares for cash
Shares issued June 2022 101,333,333 40,534 1,463,638
At 31 December 2022 443,538,306 177,417 12,224,693
------------------------------------ --------------------- --------- -----------
During 2021 there was an exercise of 1,032,530 share warrants to
subscribe for ordinary shares at 2.75p per share.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
23. Share-based payment reserve
The Company operates an equity-settled share-based remuneration
schemes for Senior Executives, under the terms of the Company's EMI
and Non-Qualifying Share Option Plan (the "Option Plan"). The
options are valid for 10 years from the date of grant. After
satisfaction of any performance condition included in the award the
options will become exercisable in equal tranches on each
anniversary of the Grant Date during the first three years.
The fair value of the employee services received in exchange for
the grant of the options is recognised as an expense. The total
amount to be expensed is determined by reference to the fair value
of the options granted including any market performance conditions
(for example the Company's share price) but excluding the impact of
any service or non-market performance vesting conditions (for
example the requirement of the grantee to remain an employee of the
Group).
Non-market vesting conditions are included in the assumptions
regarding the number of options that are expected to vest. The
total expense is recognised over the vesting period. At the end of
each period the Group revises its estimates of the number of
options expected to vest based on the non-market vesting
conditions. It recognises the impact of any revision in the income
statement with a corresponding adjustment to equity.
The Company uses a Black Scholes model to estimate the cost of
share options. The following information is relevant in the
determination of the fair value of options granted. The assumptions
inherent in the use of this model are as follows:
-- The option life is the estimated average period over which
the options will be exercised.
-- For options issued to Rob Richards and David Willetts in
2021, there is a vesting condition linked to performance of the
company.
-- For other options issued in 2021 and earlier, the vesting
conditions are 3 years' continued service with the Group.
-- No variables change during the life of the option (e.g.
dividend yield remains zero).
During the prior year there were also warrants issued to Crowd
For Angels, please see note 20 for details.
The key assumptions used in the fair value calculation for
issues is as follows
Issue date 28/05/2021 30/07/2021 17/09/2021 06/04/2020
Stock price at grant
date 3.1p 2.75p 3.8p 2.0p
Volatility 107% 99% 100% 73%
Time to maturity (months) 36 36 36 60
Risk free rate 0.08125% 0.07400% 0.07088% 0.6528%
The movement in outstanding share options and warrants are as
follows:
Weighted
Number of Number of average strike Weighted
share options warrants price average term
(pence) (years)
---------------------- --------------- ------------ ---------------- --------------
Opening at 1 January
2022 20,000,000 2,250,000 3.9 8.2
---------------------- --------------- ------------ ---------------- --------------
Issued - - - -
Exercised - - - -
At 31 December
2022 20,000,000 2,250,000 3.9 8.2
---------------------- --------------- ------------ ---------------- --------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
1,500,000 options were granted under the scheme in April 2018 to
Chairman, Lord David Willetts, with an exercise price of 9.0p.
During 2020 there were 4,000,000 options issued to CEO, Rob
Richards at an exercise price of 3.0p.
During the prior year there were 3,000,000 options issued to
Lord David Willetts and 10,000,000 options were issued to Rob
Richards at an exercise price of 3.8p.
The share-based payment expense recognized in the income
statement during the period was GBP119,672 (2021: GBP48,047).
24. Reserves
The following describes the nature and purpose of each reserve
within equity:
Issued share capital - Amount subscribed for share capital at
nominal value.
Share premium - Amount subscribed for share capital in excess of
nominal value. This includes share issue costs, which are deducted
from share premium.
Share-based payment reserve - The share-based payment reserve
represents equity settled share-based employee remuneration until
such share options are exercised.
Foreign exchange reserves - Foreign exchange translation gains
and losses on the translation of the financial statements of
subsidiary from the functional to the presentation currency, and
also foreign exchange on intra-group funding balances.
Retained earnings - All other net gains and losses and
transactions with owners (e.g. dividends) not recognised
elsewhere.
Non-controlling interests - Represents accumulated profits or
losses from subsidiaries where there is less than a 100%
holding.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
25. Related Party Transactions
The Group has related party transactions with related parties
who are not members of the group.
Amounts owed
Transactions by related Amounts owed
during the year parties to related parties/loans
2022 2021 2022 2021 2022 2021
GBP GBP GBP GBP GBP GBP
------------------------- --------- -------- ------- ------ ------------- -------------
The Rt Hon. Lord David
Willetts FRS (1) 50,000 50,000 - - 29,167 33,000
George Katzaros(2) 25,000 25,000 - - 14,583 16,666
Gavin Mayhew(3) 31,774 31,053 - - 60,327 46,053
Rob Richards(4) 152,037 151,374 - - - -
Fly SolarTech Solutions
SRL sales(5) 35,912 4,199 48,936 5,123 - -
Fly SolarTech Solutions
SRL purchases(5) 25,706 1,613 - - 33,329 1,968
Notes:
(1) The Rt Lord David Willetts, Chairman of the Company,
Hon. Lord David was entitled to fees and services of GBP50,000
Willetts FRS during the period of which GBP29,167 remains
outstanding at the end of the year. Lord Willets
was also issued some share options in 2018 and
2021, with which there was an associated GBP23,330
charge during the year.
(2) George Mr. George Katzaros, a non-executive director
Katzaros of Verditek plc, was entitled to Directors fees
of GBP25,000 during the year. At the year-end
George Katzaros was owed a Directors fee of GBP14,583.
--------------------------------------------------------
(3) Gavin Mayhew Gavin Mayhew, non-executive director of the company,
during the year he was entitled to Directors
fees of GBP30,000, at the year-end GBP32,500
remained unpaid. Gavin Mayhew is also owed GBP25,000
with an expiry date of 18/05/2023 accruing 7%
interest, at the year end the total amount due
under the loan was GBP27,827.
--------------------------------------------------------
(4) Rob Richards Robert James Richards, director (appointed June
(appointed 1 2020) during the year was entitled to Directors
June 2020) fees of GBP152,037 at year end these had all
been settled. Rob Richards was also issued some
share options in 2021 and 2020, with which there
was an associated GBP84,678 charge during the
year.
--------------------------------------------------------
(5) Fly SolarTech Fly SolarTech Solutions SRL is a company of which
Solutions SRL a director of Verditek Solar SRL is also a director
and shareholder. Transactions are conducted on
an arms length basis and subject to authorisation
by Rob Richards, CEO of Verditek plc.
--------------------------------------------------------
Details of the directors' emoluments, together with the other
related information, are set out in the Directors Report of the
Remuneration Committee. The Company's executive and non-executive
directors are considered to be key management personnel for the
purposes of this disclosure.
26. Events subsequent to the reporting date
In May 2023 the company raised GBP500,000 before expenses by the
issue of Secured Convertible Loan Notes. The Notes carry a coupon
of 7 per cent. per annum which is payable on the redemption date or
earlier if converted. The Notes are redeemable 2 years from the
date of issue and are convertible at the option of the noteholder
into ordinary shares in the Company at the lower of 1.0625 pence
per share (being the average VWAP - volume weighted average price -
of the Company's ordinary shares for the 30 days prior to the
agreement of the terms of the Notes) or the subscription price per
ordinary share of any fundraising over GBP250,000 in the 6 months
from the issue of the Notes. Verditek used the proceeds of the bond
issue principally to repay the Crowd for Angels Bonds
(approximately GBP325,000 in aggregate) which were due for
repayment on 18th May 2023 (GBP221,605) and 3rd August 2023
(GBP103,253) and to provide additional working capital.
27. Ultimate controlling party
There is no ultimate controlling party of the Company.
COMPANY STATEMENT OF FINANCIAL POSITION
31 December 31 December
2022 2021
Notes GBP GBP
------------------------------- ------ ------------- ------------
Non-current assets
Investments in subsidiaries 3 8,916 4,018,455
Investment 4 - 990,000
Other receivable 5 556,783 -
Property, plant and equipment 6 14,227 599
Total non-current assets 579,926 5,009,054
------------------------------- ------ ------------- ------------
Current assets
Trade and other receivables 7 22,709 330,333
Cash and cash equivalents 8 801,642 200,260
------------------------------- ------ ------------- ------------
Total current assets 824,351 530,593
------------------------------- ------ ------------- ------------
Total assets 1,404,277 5,539,647
Non-current liabilities
Loans and borrowings 10 - 277,080
------------------------------- ------ ------------- ------------
Total Non-current liabilities - 277,080
Current liabilities
Trade and other payables 9 143,039 335,517
Loans and borrowings 10 310,306 -
Total current liabilities 453,345 335,517
------------------------------- ------ ------------- ------------
Net assets 950,932 4,927,050
------------------------------- ------ ------------- ------------
Share capital 11 177,417 136,883
Share premium 12,205,726 10,761,055
Share-based payment reserve 12 332,806 213,134
Retained losses (11,765,017) (6,184,022)
------------------------------- ------ ------------- ------------
Total equity 950,932 4,927,050
------------------------------- ------ ------------- ------------
The Company's loss for the year was GBP(5,580,995) (2021: profit
of GBP438,954).
These financial statements were approved and authorised for
issue by the Board of Directors on 28 June 2023 and were signed on
its behalf by:
Rob Richards
Chief Executive Officer
Company Registration Number: 10114644
The accompanying notes are an integral part of these financial
statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
Share-based
Share Share payment Retained
capital premium reserve losses Total
GBP GBP GBP GBP
-------------------------- ---------- ----------- ------------ ------------- ------------
Equity as at 1 January
2021 136,470 10,733,073 99,184 (6,622,976) 4,345,752
Profit/(loss) for the
year - - - 438,954 438,954
-------------------------- ---------- ----------- ------------ ------------- ------------
Total comprehensive
loss - - - 438,954 438,954
Share issue (net of
expenses) 413 27,982 - - 28,395
Issue of warrants -
corporate bond - - 65,903 - 65,903
Share-based payments - - 48,047 - 48,047
-------------------------- ---------- ----------- ------------ ------------- ------------
Equity as at 31 December
2021 136,883 10,761,055 213,134 (6,184,022) 4,927,050
Profit/(loss) for the
year - - - (5,580,995) (5,580,995)
-------------------------- ---------- ----------- ------------ ------------- ------------
Total comprehensive
loss - - - (5,580,995) (5,580,995)
-------------------------- ---------- ----------- ------------ ------------- ------------
Share issue (net of
expenses) 40,534 1,444,671 - - 1,485,205
Share-based payments - - 119,672 - 119,672
-------------------------- ---------- ----------- ------------ ------------- ------------
Equity as at 31 December
2022 177,417 12,205,726 332,806 (11,765,017) 950,932
-------------------------- ---------- ----------- ------------ ------------- ------------
The accompanying notes are an integral part of these financial
statements.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
1. Accounting policies
The accounting policies that are applicable, as set out in note
1 to the consolidated financial statements have been applied
together with the following accounting policies that have been
consistently applied in the preparation of these Verditek PLC ("the
Company") financial statements.
Basis of preparation
The financial statements of Verditek PLC have been prepared in
accordance with Financial Reporting Standard 101, 'Reduced
Disclosure Framework' (FRS 101). The financial statements have been
prepared under the historical cost convention, as modified and in
accordance with the Companies Act 2006.
The Company has taken advantage of Section 408 of the Companies
Act 2006 in not presenting its own statement of comprehensive
income.
The Company has taken advantage of the following disclosure
exemptions under FRS 101, on the basis that equivalent disclosures
are, where required, are given in the consolidated financial
statements of Verditek plc:
a. a Cash Flow Statement and related notes as required by IAS 7 - 'Statement of Cashflows';
b. the requirement in paragraph 38 of IAS 1 'Presentation of
Financial Statements' to present comparative information in respect
of paragraph 79(a)(IV) of IAS 1 - a reconciliation of the share
capital at beginning and end of the period;
c. the requirements of paragraph 134 - 136 of IAS 1
'Presentation of Financial Statements' to disclose the management
of the capital of the Company;
d. the requirements of paragraphs 30 and 31 of IAS 8,
'Accounting Policies, Changes in Accounting Estimates and Errors'
to disclose the new or revised standards that have not been adopted
and information about their likely impact;
e. all of the disclosure requirements of IFRS 7 'Financial Instruments: Disclosures';
f. the requirements of paragraph 17 of IAS 24, 'Related Party
Disclosures' to disclose key management personnel; and
g. the requirements in IAS 24 'Related Party Disclosures' to
disclose related party transactions entered into between two or
more members of a group, provided that any subsidiaries which is a
party to the transaction is wholly owned by such a member.
Going concern
A going concern review for the Company has been based on current
cash resources, expected costs and expected receipts. The Directors
have prepared an expected cash flow forecast covering a period of
12-month period to 30 June 2024, which contains both the base case
and the worst case models of working capital requirements. More
detail on this is set out in Note 2.4 to the Group accounts.
Investments in subsidiaries
The Company's investment in its subsidiaries are carried at cost
less provision for any impairment. Investments include shareholder
loans. Investments denominated in foreign currency are recorded
using the rate of exchange at the date of acquisition. The carrying
value is tested for impairment when there is an indication that the
value of the investment might be impaired. When carrying out
impairment tests, the recoverable amount is based upon future cash
flow forecasts and these forecasts would be based upon management
judgement. Where the carrying value is more than the recoverable
amount, no impairment provision is made.
NOTES TO THE COMPANY FINANCIAL STATEMENTS (Continued)
Trade and other receivables
The Company assesses on a forward-looking basis the expected
credit loss associated with its receivables carried at amortised
cost. The impairment methodology applied depends on whether there
has been a significant increase in credit risk. For trade
receivables, the Company applies the simplified approach permitted
by IFRS 9, resulting in trade receivables recognised and carried at
original invoice amount less an allowance for any uncollectible
amounts based on expected credit losses.
Critical accounting estimates and judgments
The preparation of financial information in conformity with FRS
101 requires the use of certain critical accounting estimates. It
also requires the Directors to exercise their judgement in the
process of applying the accounting policies which are detailed
above. 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 judgements that have
a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year
are as follow:
Impairment of investments in and amount due from
subsidiaries
I n determining whether there are indicators of impairment of
the Company's investments in, and amounts receivable from, its
subsidiary undertakings, the directors take into consideration
various factors including the economic viability and expected
future financial performance of the business of the subsidiary
undertakings. Future cashflows from solar operations requires
significant management judgement, as the solar production business
is still in its early stages.
Classification of investments in and amount due from
subsidiaries
I nvestments in subsidiaries are classified as non-current
assets. Funding provided to subsidiaries is long-term in nature and
not intended to be repaid on demand, and therefore it is
appropriate to present the assets as non-current.
NOTES TO THE COMPANY FINANCIAL STATEMENTS (Continued)
2. Staff costs
The average number of employees (including directors) during the
period was made up as follows:
2022 2021
Number Number
---------------- ------- -------
Directors 4 4
Administrative - -
---------------- ------- -------
Total 4 4
---------------- ------- -------
The cost of employees (including directors) during the period
was made up as follows:
2022 2021
GBP GBP
-------------------------------- -------- --------
Salaries (including directors) 409,890 188,589
Share-based payment 119,672 12,092
Social security costs 9,235 11,977
Pension cost 500 3,250
Total staff costs 539,297 215,908
-------------------------------- -------- --------
NOTES TO THE COMPANY FINANCIAL STATEMENTS (Continued)
3. Investments in subsidiary undertakings
Amount due from
Investment subsidiary
in subsidiary Total
GBP GBP GBP
-------------------------- --------------- ---------------- ----------
At 1 January 2021 608,916 2,868,906 3,477,822
-------------------------- --------------- ---------------- ----------
Additions - - -
Movement for the year - 1,140,633 1,140,633
-------------------------- --------------- ---------------- ----------
At 31 December 2021 608,916 4,009,539 4,618,455
Additions - - -
Movement for the year - 504,358 504,358
-------------------------- --------------- ---------------- ----------
At 31 December 2022 608,916 4,513,897 5,122,813
-------------------------- --------------- ---------------- ----------
IMPAIRMENT
At 1 January 2021 600,000 - 600,000
Impairment of investment
in subsidiary - - -
-------------------------- --------------- ---------------- ----------
At 31 December 2021 600,000 - 600,000
Impairment of investment
in subsidiary - 4,513,897 4,513,897
-------------------------- --------------- ---------------- ----------
At 31 December 2022 600,000 4,513,897 5,113,897
-------------------------- --------------- ---------------- ----------
Net book value
At 31 December 2021 8,916 4,009,539 4,018,455
At 31 December 2022 8,916 - 8,916
-------------------------- --------------- ---------------- ----------
The details of the subsidiaries of Verditek plc, are set out in
the Note 11 to the consolidated financial statements.
The directors consider that the carrying amounts owed by and to
group undertakings approximates their fair value. The amounts
reported under current assets have no fixed repayment terms and
repayment on demand.
Full provision has been at made 31 December 2022 against amounts
due from Verditek Solar Italy SRL. This company is projected to
become cash generative during the course of 2024 but until such
time the directors consider it prudent to make full provision.
NOTES TO THE COMPANY FINANCIAL STATEMENTS (Continued)
4. Other investments
Financial assets Total
at fair value through
profit or loss
GBP
--------------------- ----------------------- ----------
Cost
At 1 January 2021 23,406 23,406
Exchange difference
Revalue investment 966,594 966,594
--------------------- ----------------------- ----------
At 31 December 2021 990,000 990,000
Disposal (990,000) (990,000)
--------------------- ----------------------- ----------
At 31 December 2022 - -
--------------------- ----------------------- ----------
The Company held a stake at 31 December 2021 in Industrial
Climate Solutions (ICSI), an unlisted company registered in Canada.
This has been sold during 2022 for a total consideration comprise
cash on completion of GBP307,731 and earn out payments payable over
3 years (see note 5). At 31 December 2021, the financial asset was
measured at the fair value less costs of disposal.
5. Other receivables
2022 2021
GBP GBP
------------------------------------ ---------- -----
Earn-out from ICSI investment sale 682,268 -
Fair Value adjustment (125,486) -
Other receivables 556,783 -
------------------------------------ ---------- -----
The estimated earn out payments are structured over several
product development milestones to be achieved through to 2025. The
estimated earn out payments to be received as at year end are based
on this information and includes management assessment around the
achievability of each individual milestone. This risk weighted
compensation has then been discounted at an estimated cost of
equity, being 14.2%
Sensitivity analysis:
The group's exposure to changes in key assumptions affecting the
carrying value are as follows:
GBP
1% change in expected cash flows amount and
timing 5,568
1% change in discount rate 9,480
NOTES TO THE COMPANY FINANCIAL STATEMENTS (Continued)
6. Property, plant and equipment
Plant and Computer
machinery equipment Total
GBP GBP GBP
--------------------- ----------- ----------- -------
At 1 January 2021 1,873 2,277 4,150
Additions - - -
At 31 December 2021 1,873 2,277 4,150
Additions 12,422 2,708 15,130
Disposal - (949) (949)
At 31 December 2022 14,295 4,036 18,331
--------------------- ----------- ----------- -------
DEPRECIATION
At 1 January 2021 1,873 1,059 2,932
Charge for the year - 619 619
At 31 December 2021 1,873 1,678 3,551
Charge for the year 643 358 1,001
Disposal - (448) (448)
At 31 December 2022 2,516 1,588 4,104
--------------------- ----------- ----------- -------
Net book value
At 31 December 2021 - 599 599
At 31 December 2022 11,779 2,448 14,227
--------------------- ----------- ----------- -------
7. Trade and other receivables
31 December 31 December
2022 2021
GBP GBP
Prepayments 10,526 160,245
Corporation tax receivable - 123,308
VAT receivable 12,183 46,780
----------------------------------- ------------ ------------
Total trade and other receivables 22,709 330,333
----------------------------------- ------------ ------------
All amounts are due within three months.
8. Cash and cash equivalent
31 December 31 December
2022 2021
GBP GBP
-------------------------- ------------ ------------
Cash at bank and in hand 801,642 200,260
9. Trade and other payables
31 December 2022 31 December 2021
GBP GBP
--------------------------------------- ----------------- -----------------
Trade payables 5,146 212,018
Accruals and deferred income 128,387 47,617
Social security & other taxes payable 9,331 5,374
Pension cost 175 508
Loans from related parties - 70,000
Total trade and other payables 143,039 335,517
--------------------------------------- ----------------- -----------------
NOTES TO THE COMPANY FINANCIAL STATEMENTS (Continued)
10. Loans and borrowings
31 December 31 December
2022 2021
GBP GBP
---------------------------- ------------ ------------
Current
Convertible loans 310,306 -
Non-Current
Corporate bonds - 277,080
Total loans and borrowings 310,306 277,080
---------------------------- ------------ ------------
See [note 20] of the consolidated financial statements for
details.
11. Share capital
For details of share capital see [note 22] to the consolidated
financial statements.
12. Share-based payment reserve
For details of the share-based payments see [note 23] to the
consolidated financial statements.
13. Related party transactions
The Group has related party transactions with entities in which
directors have significant financial interests. For details of the
related party transactions see [note 25] to the consolidated
financial statements.
Details of the directors' emoluments, together with the other
related information, are set out in the Report of the Directors.
There are no other related party transactions.
14. Commitments
The Company has no lease or capital commitments at the end of
the reporting period.
15. Contingent liabilities
The Company has no contingent liabilities, other than what has
been disclosed already.
16. Ultimate controlling party
The Company does not have an ultimate controlling party.
17. Events after reporting date
For details of events after reporting date see [note 26] of the
consolidated financial statements.
The financial information set out in this announcement does not
constitute statutory accounts as defined in section 435 of the
Companies Act 2006. Accordingly pursuant to section 435(2), this
announcement does not include the auditor's report on the statutory
accounts.
However the financial information for the year ended 31 December
2022 contained in the announcement is taken directly from the
statutory accounts for that year. The auditors reported on those
accounts; their report was unqualified and did not contain a
statement under either Section 498 (2) or Section 498 (3) of the
Companies Act 2006. The report included an emphasis of matter on
going concern.
The statutory accounts for the year ended 31 December 2022 have
been delivered to the Registrar of Companies.
The Annual Report and Financial Statements, including the Notice
of Annual General Meeting, will be made available on the Company's
website www.verditek.com by 9am today and will be posted to
shareholders today.
This announcement was approved by the Board on 29 June 2023.
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END
FR FFFLVRLITFIV
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June 29, 2023 02:00 ET (06:00 GMT)
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