TIDMVDTK

RNS Number : 0764O

Verditek PLC

29 September 2023

Verditek plc

("Verditek" or the "Company" or the "Group")

Interim Report and Financial Statements for the six months to 30 June 2023

Verditek plc, (AIM:VDTK) the international green technology company that develops, manufactures and sells lightweight solar panels, is pleased to announce its interim results for the six months to 30 June 2023.

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Enquiries:

 
 Verditek plc                                   Tel: +44 (0)20 7129 7903 
  RH Lord David Willetts FRS (Non-Executive      enquiries@verditek.com 
  Chairman) 
  Rob Richards (Chief Executive Officer) 
 WH Ireland Limited (NOMAD and Broker)          Tel: +44 (0)20 7220 1666 
  Chris Hardie 
  Hugh Morgan 
  Andrew de Andrade 
 

Verditek plc

("Verditek" or the "Company" or the "Group")

Company Registration No. 10114644

Interim Report and Financial Statements

For the six month period to 30 June 2023

CEO Statement

Overview

Verditek has seen a growth in orders in connection with our integrated panel roofing collaborations in the six-months to 30 June 2023. Around 120 projects have been delivered in the period, a combination of commercial and trial projects. Verditek has continued to work with strategic partners to develop innovative integrated solar solutions.

Strategy

The Group's focus during 2023 continues to be on refining the Group's solar offering and working to build and convert the sales pipeline.

The Group's solar strategy is to manufacture high quality panels with a focus on B2B sales through engaging distributors and sales representatives in different regions. The Group also aims to partner with solutions providers, who develop and bring to market innovative solutions with integrated solar panels.

In light of the climate emergency, the world needs to evolve from its dependency on hydrocarbon-based energy sources to cleaner, more environmentally friendly energy; this need has been further accentuated by the ongoing war which has had an impact on energy prices across the board. We believe that the Verditek Solar product is extremely well positioned to become a market leader in the ultra-lightweight, flexible solar market. The Company's product has numerous potential applications that are not available to the traditional, heavy and fragile solar panel technology. We believe major new market opportunities for our lightweight product will open up in areas such as military, transportation, cellular telecoms masts, new build homes (as part of an integrated roof tile system), and warehousing (where roofing structures are less rigid). Here the advantages of a highly durable, efficient ultralightweight solar solution can now be embraced.

Operations

In May 2023, the Group's manufacturing operations were relocated from Lainate to Tolmezzo in Udine, Italy. This move was made to lower the cost base and take advantage of more flexible working arrangements. From Tolmezzo a core staff, together with a further flexible contract labour team, manufacture Verditek's flexible lightweight solar panels using the latest components sourced from around the world. The Tolmezzo facility is more automated and allows a higher quality product while simultaneously reducing costs.

Sales and Marketing

The Group has various routes to market, including commission-only sales agents, employed sales consultants, distributors and solutions partners.

The Group has highly promising partnerships with roofing providers. Verditek has signed a long-term supply agreement in the period with Lindab Profil AB, a Scandinavian supplier of roof systems, and they have placed multiple orders for installations in a number of countries.

Verditek is also collaborating with Metrotile, who are incorporating the Verditek solar panel into their roof tile products. Both these opportunities enhance the potential for commercial growth in the lucrative roofing sector. Verditek continue to work with two other large roofing companies elsewhere in the world as we develop a similar offering for their respective markets.

As a result of these collaborations, the value of order intake in the first half of 2023 is approx. GBP395,000 versus GBP232,000 in the first half of 2022. The majority of the order intake is expected to be recognized as revenue in the second half of 2023.

Other Opportunities

We are in discussions to license our manufacturing technology to a larger scale, automated plant. In the period Verditek has agreed a Memorandum of Understanding ("MOU") with Net Zero Valley, an Italian fully owned investment holding of SerendipEquity Group, to set up a framework for a 50:50 joint venture agreement to invest in a 1GW ultra-lightweight solar panel manufacturing plant in Southern Italy.

Finance

For the six-month period to 30 June 2023, the Group generated revenues of GBP254,958 (H1 2022: GBP178,502 and recorded a loss after tax of GBP970,989 (H1 2022: GBP636,798). The 2023 result includes one-off costs of GBP142,556 relating to the relocation of the Group's manufacturing operations to the new facility.

On 3 May 2023, the Company raised GBP500,000 before expenses by issue of secured convertible loan notes. The Company used the proceeds to repay outstanding Crowd for Angels bonds and to provide additional working capital. Cash balances as at 30 June 2023 were GBP135,357 (H1 2022: GBP1,492,380).

On 1 September 2023 June 2022, the Company announced a capital raise of an additional GBP500,000 before expenses by way of a subscription for ordinary shares to provide additional working capital.

Overhead spend remains tightly controlled to conserve cash as the conversion time for prospects to become customers has taken longer than expected.

Outlook and conclusion

Despite recent challenges, we continue to see positive opportunities develop for Verditek and believe the significant investment into the development of our flexible, lightweight solar panels will bring about meaningful financial reward.

I would like to thank all members of the Verditek team, advisers and shareholders for their ongoing support.

Rob Richards

Chief Executive Officer

29 September 2023

Condensed Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2023

 
                                               H1 2023     H1 2022       FY 2022 
                                             Unaudited   Unaudited       Audited 
                                      Note         GBP         GBP           GBP 
 Continuing operations 
 Revenue                               3       254,958     178,502       417,457 
 Direct costs                                (319,233)   (256,953)     (670,547) 
-----------------------------------  -----  ----------  ----------  ------------ 
 Gross loss                                   (64,275)    (78,451)     (253,090) 
 Administrative expenses                     (881,218)   (666,030)   (1,661,935) 
-----------------------------------  -----  ----------  ----------  ------------ 
 Operating loss                              (945,493)   (744,481)   (1,915,025) 
 Other income                          5             -     144,551        91,933 
 Finance Income                                  2,895         587         2,084 
 Finance costs                                (28,390)    (37,455)      (73,604) 
-----------------------------------  -----  ----------  ----------  ------------ 
 Loss before tax                             (970,989)   (636,798)   (1,894,612) 
 Income Tax                                          -           -        21,901 
-----------------------------------  -----  ----------  ----------  ------------ 
 Loss for the period                         (970,989)   (636,798)   (1,872,711) 
-----------------------------------  -----  ----------  ----------  ------------ 
 
 Loss for the period attributable 
  to: - 
 Owners of the Company                       (970,989)   (636,798)   (1,872,711) 
 Non-controlling interest                            -           -             - 
-----------------------------------  -----  ----------  ----------  ------------ 
                                             (970,989)   (636,798)   (1,872,711) 
-----------------------------------  -----  ----------  ----------  ------------ 
 
 Other comprehensive income 
 Items that will or may be 
  reclassified to profit or 
  loss: 
 Translation of foreign operations            (20,454)      23,949        41,417 
 Total comprehensive loss 
  for the period from continuing 
  operations                                 (991,443)   (612,849)   (1,831,294) 
-----------------------------------  -----  ----------  ----------  ------------ 
 
 Total comprehensive loss 
  for the period attributable 
  to: - 
 Owners of the Company                       (991,443)   (612,849)   (1,831,294) 
 Non-controlling interest                            -           -             - 
-----------------------------------  ----- 
                                             (991,443)   (612,849)   (1,831,294) 
-----------------------------------  -----  ----------  ----------  ------------ 
 
 Loss per share 
 Basic and diluted (GBP)               6       (0.002)     (0.002)       (0.005) 
-----------------------------------  -----  ----------  ----------  ------------ 
 
 
 Illustrative note to reflect                                            H1 total 
  impact of one-off costs from                                          including 
  factory move:                             H1 result    H1 one-off    relocation 
                                            excluding    relocation     costs for 
                                        one-off costs         costs          IFRS 
 Direct costs                     4         (279,152)      (40,081)     (319,233) 
-------------------------------  ---  ---------------  ------------  ------------ 
 Gross loss                                  (24,194)      (40,081)      (64,275) 
 Administrative expenses           4        (778,744)     (102,475)     (881,219) 
-------------------------------  ---  ---------------  ------------  ------------ 
 Operating loss                             (802,938)     (142,556)     (945,493) 
-------------------------------  ---  ---------------  ------------  ------------ 
 

Condensed Consolidated Statement of Financial Position

As at 30 June 2023

 
 
                                          As at 30 June     As at 30 June     As at 31 December 
                                                   2023              2022                  2022 
                                 Note         Unaudited         Unaudited               Audited 
                                                    GBP               GBP                   GBP 
 Assets 
 Non-current assets 
 Other receivables                7             556,783           773,556               556,783 
 Property, plant and 
  equipment                                     114,400           274,591               195,470 
 Right of use assets                                  -           119,320                48,902 
 Non-current assets                             671,183         1,167,467               801,155 
------------------------------  -----  ----------------  ----------------  -------------------- 
 
 Current assets 
 Inventories                                    696,452           638,021               534,959 
 Trade and other receivables                    183,437           403,533                95,533 
 Cash and cash equivalents                      135,357         1,492,380               842,632 
 Current assets                               1,015,246         2,533,934             1,473,124 
------------------------------  -----  ----------------  ----------------  -------------------- 
 TOTAL ASSETS                                 1,686,429         3,701,401             2,274,279 
------------------------------  -----  ----------------  ----------------  -------------------- 
 
 Equity and liabilities 
 Non-current liabilities 
 Loans and borrowings             8             500,000            93,304                     - 
 Lease liabilities                                    -            64,071                     - 
------------------------------  -----  ----------------  ----------------  -------------------- 
 Non-current liabilities                        500,000           157,375                     - 
------------------------------  -----  ----------------  ----------------  -------------------- 
 
 Current liabilities 
 Trade and other payables                       483,191           469,864               289,995 
 Loans and borrowings             8                   -           200,252               310,306 
 Lease liabilities                                    -            73,749                29,682 
------------------------------  -----  ----------------  ----------------  -------------------- 
 Current liabilities                            483,191           743,865               629,983 
------------------------------  -----  ----------------  ----------------  -------------------- 
 TOTAL LIABILITIES                              983,191           901,240               629,983 
------------------------------  -----  ----------------  ----------------  -------------------- 
 
 Share capital                    9             177,417           177,417               177,417 
 Share premium account            9          12,205,726        12,205,726            12,205,726 
 Share based payment 
  reserve                                       383,191           270,227               332,806 
 Accumulated losses                        (11,942,000)       (9,735,098)          (10,971,011) 
 Currency translation 
  reserve                                      (14,209)          (11,223)                 6,245 
 Non-controlling interests                    (106,887)         (106,887)             (106,887) 
 Total shareholders' 
  equity                                        703,238         2,800,161             1,644,296 
------------------------------  -----  ----------------  ----------------  -------------------- 
 TOTAL EQUITY AND LIABILITIES                 1,686,429         3,701,401             2,274,279 
------------------------------  -----  ----------------  ----------------  -------------------- 
 

Condensed Statement of Changes in Equity

As at 30 June 2023

 
                     Issued         Share       Share      Accumulated      Currency     Non-controlling      Total 
                  share capital     Premium      based        losses       translation       interest 
                                                payment                      reserve 
                                                reserve 
                       GBP            GBP        GBP           GBP             GBP             GBP             GBP 
 As at 1 
  January 
  2022                  136,883   10,761,055    213,134     (9,098,300)       (35,172)         (106,887)     1,870,713 
 Loss for the 
  period                      -            -          -       (636,798)              -                 -     (636,798) 
 Translation of 
  subsidiary                  -            -          -               -         23,949                 -        23,949 
---------------  --------------  -----------  ---------  --------------  -------------  ----------------  ------------ 
 Total 
  comprehensive 
  loss for the 
  period                      -            -          -       (636,798)         23,949                 -     (612,849) 
 Issue of 
  shares 
  net of 
  expenses               40,534    1,444,671          -               -              -                 -     1,485,205 
 Share based 
  payment                     -            -     57,093               -              -                 -        57,093 
---------------  --------------  -----------  ---------  --------------  -------------  ----------------  ------------ 
 Shareholders' 
  equity at 30 
  June 
  2022                  177,417   12,205,726    270,227     (9,735,098)       (11,223)         (106,887)     2,800,162 
 
 Loss for the 
  period                      -            -          -     (1,235,913)              -                 -   (1,235,913) 
 Translation of 
  subsidiary                  -            -          -               -         17,468                 -        17,468 
---------------  --------------  -----------  ---------  --------------  -------------  ----------------  ------------ 
 Total 
  comprehensive 
  profit/(loss) 
  for the 
  period                      -            -          -     (1,235,913)         17,468                 -   (1,218,445) 
 Share based 
  payment                     -            -     62,579               -              -                 -        62,579 
---------------  --------------  -----------  ---------  --------------  -------------  ----------------  ------------ 
 Shareholders' 
  equity at 31 
  December 
  2022                  177,417   12,205,726    332,806    (10,971,011)          6,245         (106,887)     1,644,296 
 
 Loss for the 
  period                      -            -          -       (970,989)              -                 -     (970,989) 
 Translation of 
  subsidiary      -                        -          -               -       (20,454)                 -      (20,454) 
---------------  --------------  -----------  ---------  --------------  -------------  ----------------  ------------ 
 Total 
  comprehensive 
  loss for the 
  period                      -            -          -       (970,989)       (20,454)                 -     (991,443) 
 Share based 
  payment                     -            -     50,385               -              -                 -        50,385 
---------------  --------------  -----------  ---------  --------------  -------------  ----------------  ------------ 
 Shareholders' 
  equity at 30 
  June 
  2023                  177,417   12,205,726    383,191   (11,942,0001)       (14,209)         (106,887)       703,238 
---------------  --------------  -----------  ---------  --------------  -------------  ----------------  ------------ 
 
 
 
 

Condensed Statement of Cash Flows

For the 6 months ended 30 June 2023

 
                                       Note 
                                                 H1 2023     H1 2022       FY 2022 
                                               Unaudited   Unaudited       Audited 
 Operating activities                                GBP         GBP           GBP 
 Loss before tax from continuing 
  operations                                   (970,989)   (636,798)   (1,894,612) 
 Adjustment for: 
 Depreciation                                    104,722      59,792       195,555 
 Finance costs                                    28,390      37,455        73,604 
 Financial income                                (2,895)       (587)       (2,084) 
 Fair value changes through 
  P&L - ICSI                                           -    (26,923)       125,486 
 Loss on disposal of assets                       40,519         501           501 
 Share based payment expenses                     50,384      57,093       119,672 
 Remeasurement of assets                               -           -      (78,323) 
--------------------------------------------  ----------  ----------  ------------ 
                                               (749,869)   (509,467)   (1,460,201) 
 Working capital adjustments 
 (Increase) / decrease in 
  inventory                                    (161,493)      19,130       122,192 
 (Increase) / decrease in 
  trade and other receivables                   (85,130)     (9,098)       211,395 
 Increase / (decrease) in 
  trade and other payables                       153,454     (1,019)      (97,847) 
--------------------------------------------  ----------  ----------  ------------ 
 Cash used in operations                       (843,038)   (500,454)   (1,224,461) 
  Taxation                                             -           -       145,142 
--------------------------------------------  ----------  ----------  ------------ 
 Net cash outflow from operating 
  activities                                   (843,038)   (500,454)   (1,079,319) 
--------------------------------------------  ----------  ----------  ------------ 
 
 Investing activities 
 Sale of investment                                    -     307,731       307,731 
 Purchase of fixed assets                              -     (4,290)      (19,540) 
--------------------------------------------  ----------  ----------  ------------ 
 Net cash outflow from investing 
  activities                                           -     303,441       288,191 
--------------------------------------------  ----------  ----------  ------------ 
 
 Financing activities 
 Proceeds from issue of ordinary 
  share capital, net of transaction 
  costs                                                -   1,485,205     1,485,205 
 Convertible loan notes issued                   500,000           -             - 
 Interest paid on loans                         (11,885)    (11,011)      (22,210) 
 Finance income                                    2,895         587         2,084 
 Repayments of corporate 
  green bonds                                  (328,140)           -             - 
 Payment of lease liabilities                   (30,096)    (35,372)      (70,936) 
                                              ----------  ----------  ------------ 
 Net cash inflow from financing 
  activities                                     132,774   1,439,409     1,394,143 
--------------------------------------------  ----------  ----------  ------------ 
 
 Net (decrease)/increase 
  in cash and cash equivalents                 (710,264)   1,242,396       603,015 
 Cash and cash equivalents 
  at the beginning of the 
  period                                         842,632     237,613       237,613 
--------------------------------------------  ----------  ----------  ------------ 
                                                 132,368   1,480,009       840,628 
 
 Exchange gains on cash 
  and cash equivalents                             2,989      12,371         2,004 
 
 Cash and cash equivalents 
  at the end of the period                       135,357   1,492,380       842,632 
--------------------------------------------  ----------  ----------  ------------ 
 
 
 

Notes to the Condensed Financial Statements

   1.     General Information 

The Interim Financial Statements are for the six months ended 30 June 2023 and are presented in British Pounds (GBP), which is the functional currency of the parent company.

Verditek plc ("Verditek" or the "Company" or the "Group") is a public limited company incorporated, registered and domiciled in England Wales (registration number 10114644), whose shares are quoted on the Alternative Investment Market on the London Stock Exchange. Its registered office is located at Holborn Gate, 330 High Holborn, London, WC1V 7QH.

Verditek is the holding company of a group of companies engaged in the clean technology sector.

The Interim Financial Statements have been approved for issue by the Board of Directors on 29 September 2023.

   2.     Basis of Preparation of Half-year Report 

The financial information presented in this condensed consolidated interim report for the half-year has been prepared in accordance with the recognition and measurement requirements of UK adopted International Accounting Standards ("UK IAS"). The principal accounting policies adopted in the preparation of the financial information in this Interim Report are unchanged from those used in the Company's financial statements for the year ended 31 December 2022.

They have been prepared in accordance with IAS 34 'Interim Financial Reporting'. They do not include all of the information required in annual financial statements in accordance with UK IAS and should be read in conjunction with the consolidated financial statements for the year ended 31 December 2022.

The financial information for the year ended 31 December 2022 presented in this Interim Report does not constitute the Company's statutory accounts for that period but has been derived from them. The Annual Report and Accounts for the year ended 31 December 2022 were audited and have been filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Accounts for the year ended 31 December 2022 was unqualified and did not contain statements under s498(2) or (3) of the Companies Act 2006, but did contain a material uncertainty in relation to going concern. The financial information for the periods ended 30 June 2022 and 30 June 2023 is unaudited.

A copy of the audited consolidated financial statements for the year ended 31 December 2022 is available on the Company's website.

New Standards adopted as at 1 January 2023

Accounting pronouncements which have become effective from 1 January 2023 are:

-- IFRS 17 Insurance Contracts - the Group do not have any contracts that meet the definition of insurance contracts as set out in IFRS 17

-- Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)

-- Definition of Accounting Estimates (Amendments to IAS 8)

-- Disclosure of Accounting Policies (Amendments to IAS 1 and Practice Statement 2)

These accounting pronouncements do not have a significant impact on the Group's financial results or position and no changes to existing accounting policies were required as a result of adopting any amendments

Going concern

The interim financial information has been prepared under the going concern basis as the Directors are satisfied that sufficient funds are or will become available to the Group to meet its on-going working capital requirements for at least the next 12 months. The Group's assessment takes account of current cash resources, expected costs and expected revenues. The Group has a pipeline of commercial opportunities and promising partnerships, and is focussed on converting these into sales in the next year. On 1 September 2023 the Company announced a raise of an additional GBP0.5m by way of a subscription for ordinary shares. In the event that trading does not grow as envisaged, sufficient cost reductions are not made, or if there are unforeseen costs, then it is possible that the Company may need to seek additional funding in the next 12 months. Management has successfully raised money in the past, but there is no guarantee that adequate funds will be available when needed in the future. As there can be no guarantee that any required future funding can be raised in the necessary timeframe, a material uncertainty exists that may cast significant doubt on the Company's future ability to continue as a going concern.

After considering the forecasts and the risks, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis of accounting.

Dividends

The Directors do not propose an interim dividend.

Material changes in accounting estimates or judgments

The preparation of unaudited interim financial information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses for the current and its corresponding financial period under review. Actual results may differ from these estimates.

In preparing the unaudited interim financial information, the significant judgements made by the management in applying the Group's accounting policies and the sources of estimates uncertainty were consistent with those applied to the audited financial statements for the year ended 31 December 2022.

   3.     Segmental Information 

The chief operating decision-maker is considered to be the Board of Directors of Verditek. The chief operating decision-maker allocates resources and assesses performance of the business and other activities at the operating segment level.

The chief operating decision maker has determined that in the period ended 30 June 2023, Verditek had one operating segment, the development and commercialisation of clean technologies.

Revenue and segmental information

 
                   6 months    6 months         For the year 
                   ended 30    ended 30    ended 31 December 
                    June 23     June 22                   22 
                  Unaudited   Unaudited              Audited 
                        GBP         GBP                  GBP 
---------------  ----------  ----------  ------------------- 
 Sale of Goods      254,958     178,502              417,457 
 Total              254,958     178,502              417,457 
---------------  ----------  ----------  ------------------- 
 

The Group had two customers that exceeded 10% of revenue in H1 2023 (H1 2022: 2 customers exceeded 10%)

Geographical Segments

Apart from holding company activities in the UK, the Group had operations in Italy, in the period. An analysis of revenue, operating loss and non-current assets by geographical market is given below:

 
                               6 months    6 months         For the year 
                               ended 30    ended 30    ended 31 December 
                                June 23     June 22                   22 
                              Unaudited   Unaudited              Audited 
                                    GBP         GBP                  GBP 
---------------------------  ----------  ----------  ------------------- 
 Revenue 
            UK                        -           -               18,661 
            Rest of Europe      254,958     178,502              398,796 
                                254,958     178,502              417,457 
---------------------------  ----------  ----------  ------------------- 
 Operating loss 
            UK                (646,338)   (449,376)          (1,095,726) 
            Rest of Europe    (299,155)   (295,105)            (819,299) 
---------------------------  ----------  ----------  ------------------- 
                              (945,493)   (744,481)          (1,915,025) 
---------------------------  ----------  ----------  ------------------- 
 Non-current assets 
            UK                  568,880     773,555              571,010 
            Rest of Europe      102,303     393,912              230,145 
---------------------------  ----------  ----------  ------------------- 
                                671,183   1,167,467              801,155 
---------------------------  ----------  ----------  ------------------- 
 
   4.    Relocation costs 

During the interim period the Milan factory was closed, and the operations moved to another premises in Tolmezzo, Italy. As a result costs were incurred totalling GBP40,081 within direct costs relating to staff and transport and GBP102,475 within administrative expenses relating to logistics, legal fees, loss on disposal of machinery and disposal costs. These are considered non-recurring costs.

   5.    Other income 
 
                                 6 months    6 months         For the year 
                                 ended 30    ended 30    ended 31 December 
                                  June 23     June 22                   22 
                                Unaudited   Unaudited              Audited 
                                      GBP         GBP                  GBP 
----------------------------  -----------  ----------  ------------------- 
 
 Unwind of discount on ICSI 
  receivable                            -      26,922            (125,486) 
 Grant income                           -     117,629              217,419 
 Total other income                     -     144,551               91,933 
----------------------------  -----------  ----------  ------------------- 
 

In prior period, grant income of GBP117,629 was recognised in association with an Innovate UK grant awarded in 2021, in respect of a project to design solar solutions for homes, schools and farms in Zimbabwe.

During the prior period there was also an unwind of discount on the receivable recognised upon disposal of the Group's investment Industrial Climate Solutions Inc (ICSI) in February 2022, GBP26,922.

   6.     Loss Per Share 

The calculation of loss per share is based on the following loss and number of shares:

 
                                              6 months         6 months         For the year 
                                         ended 30 June    ended 30 June    ended 31 December 
                                                    23               22                   22 
                                             Unaudited        Unaudited              Audited 
                                                   GBP              GBP                  GBP 
-------------------------------------  ---------------  ---------------  ------------------- 
 Loss for the period from continuing 
  operations (GBP)                           (970,989)        (636,798)          (1,872,711) 
-------------------------------------  ---------------  ---------------  ------------------- 
 Weighted average number of 
  shares: Basic                            443,538,306      342,764,826          393,565,703 
 Loss per share (GBP)                          (0.002)          (0.002)              (0.005) 
-------------------------------------  ---------------  ---------------  ------------------- 
 

Basic loss per share is calculated by dividing the loss for the period from continuing operations of the Group by the weighted average number of ordinary shares in issue during the period. Due to the loss in the periods and there are no potentially dilutive ordinary shares, meaning the basic and diluted loss per share were the same.

   7.     Non-current receivables 
 
                                        6 months         6 months         For the year 
                                   ended 30 June    ended 30 June    ended 31 December 
                                              23               22                   22 
                                       Unaudited        Unaudited              Audited 
                                             GBP              GBP                  GBP 
-------------------------------  ---------------  ---------------  ------------------- 
 
 Opening earn-out from ICSI 
  investment sale                        556,783          682,268              682,268 
 FX gain                                       -           64,365               29,339 
 Discount unwind                               -           26,923               73,437 
 Fair Value adjustment                         -                -            (228,261) 
 Total non-current receivables           556,783          773,556              556,783 
-------------------------------  ---------------  ---------------  ------------------- 
 

On 1 February 2022 the Company completed a sale of its stake in the ICSI business. An initial payment of GBP307,731 was received upon completion. Further payments are expected over a 5 year earn-out period. The payments are linked to achievement of various milestones in development of carbon capture technology, but have been estimated based on management's assessment of the likelihood of success, and discounted to present values. The valuation methodology at 30 June 2023 is consistent with the fair valuation methodology used at 31 December 2022 in measurement of the ICSI investment. During the prior period there was an unwind of discount of the earn-out receivable of GBP26,923 and an increase in valuation of GBP64,332 as a result of foreign exchange movements. During the current period it has been decided to retain the existing valuation.

   8.    Loans and Borrowings 
 
                                             6 months         6 months         For the year 
                                        ended 30 June    ended 30 June    ended 31 December 
                                                   23               22                   22 
                                            Unaudited        Unaudited              Audited 
                                                  GBP              GBP                  GBP 
------------------------------------  ---------------  ---------------  ------------------- 
 
 Current 
 Convertible bonds issued to 
  related party                                     -           25,000               25,000 
 Convertible bonds                                  -          175,252              285,306 
------------------------------------  ---------------  ---------------  ------------------- 
 Total current loans and borrowings                 -          200,252              310,306 
 
 Non-current 
 Convertible loan notes                       500,000                -                    - 
 Convertible bonds issued to                                                              - 
  related party                                     -                - 
 Convertible bonds                                  -           93,304                    - 
------------------------------------  ---------------  ---------------  ------------------- 
 Total Non-current loans and 
  borrowings                                  500,000           93,304                    - 
 
 Total loans and borrowing                    500,000          293,556              310,306 
------------------------------------  ---------------  ---------------  ------------------- 
 

During the year, on 9 May 2023, the Group raised GBP500,000 in secured convertible loan notes and shortly thereafter repaid the convertible green bonds. The convertible loan notes carry a coupon of 7% per annum which is payable on the redemption date or earlier if converted. The convertible loan notes are redeemable 2 years from the date of issue and are convertible at the option of the noteholder into ordinary shares at the lower of 1.0625 pence per share, or the subscription price per ordinary share of any fundraising over GBP250,000 in the 6 months from the issue of the loan notes. As a result of the equity raise on 1 September 2023, the conversion price for the secured convertible loan notes has been adjusted to 0.45 pence per share.

   9.   Share capital and reserves 
 
                             Number of shares   Share capital   Share premium 
                                                          GBP             GBP 
--------------------------  -----------------  --------------  -------------- 
 At 30 June 2022                  443,538,306         177,417      12,205,726 
--------------------------  -----------------  --------------  -------------- 
 Issue of ordinary shares                   -               -               - 
  June 2022 
--------------------------  -----------------  --------------  -------------- 
 At 31 December 2022              443,538,306         177,417      12,205,726 
--------------------------  -----------------  --------------  -------------- 
 Issue of ordinary shares                   -               -               - 
  June 2023 
--------------------------  -----------------  --------------  -------------- 
 At 30 June 2023                  443,538,306         177,417      12,205,726 
--------------------------  -----------------  --------------  -------------- 
 

There have been no new options granted or exercised in the period and options over 500,000 shares lapsed. The number of shares outstanding on which options have been granted at 30 June 2023 is 19,500,000.

10. Events after the reporting date

On 1 September 2023 the Group raised GBP500,000 of funds by way of a subscription for 111,111,111 ordinary shares at 0.45 pence per share.

11. Copies of the interim report

Copies of this interim report will be made available on the Company's website at www.verditek.plc.uk and from the Company's registered office, Holborn Gate, 330 High Holborn, London, WC1V 7QH.

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END

IR GZGZLRRKGFZM

(END) Dow Jones Newswires

September 29, 2023 02:00 ET (06:00 GMT)

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