Versarien plc 
Annual Report 2015
Versarien plc Annual Report 2015 For further information 
about our operations 
visit our website at 
www.versarien.com
Developing advanced 
materials and enabling 
engineering exploitation
We utilise proprietary materials technology to create innovative 
engineering solutions that are capable of having game-changing 
impact in a broad variety of industry sectors.
Founded in 2010, we have continued to develop advanced 
materials and processes to satisfy customer-specific 
applications whilst expanding our portfolio of intellectual 
property through acquisition.
Our product offerings are capable of having a game-changing 
impact in a broad variety of industry sectors through our three 
subsidiary companies.
Review of the period
1 Key highlights
2 At a glance
4 Chairman’ s statement
Strategic report
5 Chief Executive Officer’ s Review 
and Strategic Report
10 Chief Financial Officer’ s review
Corporate governance
12 Board of Directors
14 Directors ’ report
16 Directors ’ remuneration report
17 Statement of Directors ’ responsibilities
Financial statements
18 Independent auditor’ s report
20 Group statement of 
comprehensive income
21 Group statement of financial position
22 Company statement of financial position
23 Group statement of changes in equity
23 Company statement of changes 
in equity
24 Statement of Group and Company 
cash flows
25 Accounting policies
30 Notes to the financial statements
43 Notice of Annual General Meeting
IBC Advisers
In this report
Read more in our 
At a glance Page 2 Review of the period Strategic report Corporate governance Financial statements
1 Versarien plc Annual Report 2015
Key highlights
  Group revenues up 69% to £4.98 million (2014: £2.95 million)
  Net assets up 180% to £7.3 million (2014: £2.6 million)
  Cash at 31 March 2015 of £3.5 million (2014: £0.2 million)
  *LBITDA of £277,000 (2014: £232,000)
  Loss before tax £866,000 (2014: £653,000)
  Total Carbide sales of £4.6 million (2014: £2.9 million – nine months)
  Total Carbide EBITDAE rose to £1.12 million (2014: £0.47 million – nine months)
  Acquisition of 2-Dtech Limited which has achieved a breakthrough in the cost 
effective manufacture of high quality graphene
  First product range launch for Versarien Technologies’ VCu copper foam
  First distribution deal for Versarien Technologies’ VCu copper foam
  Acquisition of heat sink manufacturing business out of administration for a total 
consideration of £191,000
* LBITDA excludes exceptional items and share-based payment charges.
We are clearly delivering on 
our stated strategy to identify, 
acquire, develop and commercialise 
disruptive intellectual property 
in advanced materials with the 
milestone of the first distribution 
agreement for Versarien T echnologies’ 
copper foam product.”
Neill Ricketts
Chief Executive Officer Versarien plc Annual Report 2015 2
At a glance
Versarien plc consists of three core businesses.
Thermal Products
Thermal Products develops and manufactures porous copper 
and aluminium heat sinks.
Founded in 2010 and based in Gloucestershire, the division enables 
engineering exploitation of thermal management solutions in advanced 
materials such as copper foam. It holds the exclusive rights to a 
patent-protected process for creating microporous copper foam 
developed at the University of Liverpool and has applications including, 
but not limited to, copper foam heat sinks, air cooled, liquid cooled 
and passively cooled and in single and two phase products.
Markets we serve
We manufacture custom and off the shelf thermal management 
solutions for industry sectors including,
Case study: air-heat sinks
Continued research and development has led to the launch of a 
range of high performance, low profile heat sinks. The enhanced 
surface area of the porous metals, coupled with the exceptional 
thermal properties of copper, mean that our heat sink range 
is smaller in size without compromising performance, making 
it ideal for space constrained applications. This product launch 
is the culmination of a number of R&D projects completed by 
the VTL team – both internal and in partnership with external 
bodies such as innovateUK. In particular our expertise has 
been leveraged to develop unique manufacturing routes that 
can satisfy demand from our global distributors, along with 
test and qualification resource that provides our clients with 
the design data they need.
Hard Wear Products
Hard Wear Products develop and manufacture sintered tungsten 
carbide parts and hard wear tooling.
Founded in the 1950’s and based in Buckinghamshire, the division 
principally manufactures bespoke products for a wide spread of 
wear applications ranging from all aspects of oil and gas through 
measurement tools and cutting knives to difficult complex 
applications requiring specialised corrosion resistant materials.
Markets we serve
  Oil and gas
  Metrology
  Paper and packaging
  Metal cutting
  Valves and pumps
  Metal forming
  Spraying
  Tooling
  Textile
  Tobacco
  Telecoms and broadcast
  Consumer electronics
  Microscopy
  Defence and aerospace
  Automotive transportation
  Medical thermal 
management
  Industrial lighting
Case study: tungsten carbide
A major challenge in the industry has been to produce 
tungsten carbide components with increasingly complicated 
and intricate geometries and features. Due to the physical 
properties of the material, standard machining technology 
is not adequate. The R&D team went through a lengthy and 
challenging process to design, prototype and test a number 
of geometrically different components, before eventually 
succeeding in developing an innovative solution within the 
desired internal form. The solution enables the production 
of “chambers” in the tungsten carbide that cannot be produced 
by any other standard production method. The outcome was 
a “one piece” tungsten carbide pressure valve that eliminates 
the potential for pressure leaks through the previously adjoining 
faces, thus allowing higher operating pressures. Versarien plc Annual Report 2015 3
Review of the period Strategic report Corporate governance Financial statements
Case study: Acquisition of 2-Dtech
In line with Versarien’s strategy to acquire advance material 
technology, the Company completed the purchase of 85% 
of 2-Dtech from The University of Manchester on 1 May 2014.
2-Dtech is a graphene company that was wholly owned by 
The University of Manchester, where graphene was first 
isolated by Nobel Prize winners Professor Sir Andre Geim 
and Professor Sir Kostya Novoselov, who head the University’s 
world-leading Condensed Matter Research Group (CMRG). 
At the time of acquisition 2-Dtech had the ability to produce 
graphene by using either a chemical vapour deposition process; 
in suspension or dispersions; or a ‘milling’ process.
The patented milling process has been further developed 
by building on techniques originating from The University of 
Manchester, refined by the University of Ulster and 2-Dtech 
and involves a mechanised exfoliation process in which a strong 
shearing force is applied to the surface of the graphene layers. 
Details of acquisition
Under the terms of the acquisition agreement, Versarien 
acquired 561,000 of the 660,000 ordinary shares of 2-Dtech 
currently in issue, equal to 85 per cent of the entire issued 
share capital of 2-Dtech. The University of Manchester retain 
a holding of 99,000 ordinary shares for a minimum of three years, 
equivalent to 15 per cent of 2-Dtech signifying their commitment 
to the collaboration. The consideration for the acquisition was 
£740,000 settled by £220,000 in cash £220,000 in Versarien 
Shares at 26 pence per share plus the funding of two fast-track 
graphene application projects to a maximum of £300,000.
Recently, following agreement with the Universities of Manchester 
and Ulster, 2-Dtech has now purchased 60% of the patent rights 
from The University of Manchester for a sum of £140,000 and 
in future is obligated to pay royalties only to the University of 
Ulster the greater of 1.6% of sales and 10% of ebitda.
Graphene Products
Graphene Products specialises in the supply, characterisation 
and early stage development of graphene products.
Founded in 2012 at The University of Manchester, where graphene 
was first isolated, the division is focused on the development and 
production of graphene platelets and the acceleration of commercial 
applications for graphene and graphene products.
The patented process involves mechanised exfoliation in which a 
strong shearing force is applied to the surface of the graphene layers. 
This process can be automated and allows graphene sheets to be 
produced in larger quantities and with greater chemical purity. 
The resulting graphene has up to 99% carbon and minimal oxygen 
content, as well as being effectively inert. The graphene also exhibits 
exceptionally good structure and retains a very high degree of crystallinity 
ensuring that the risk of contamination is significantly reduced.
Graphene performance is dependent not only on the purity, but 
the number of atomic layers, with a single layer providing optimal 
performance, allowing the full potential of graphene to be 
unlocked. Importantly, the 2-Dtech production process provides 
significant amounts of few layer graphene on an industrial scale.
Graphene has successfully been incorporated into Solar PV, 
lithium batteries, conductive inks and a range of thermoplastic 
composite materials.
We believe that our product offerings are capable of having a  
game-changing impact in a broad variety of industry sectors 
through our subsidiaries.”
Read more about our 
strategy on Page 6 Chairman’s statement
In this, our first full year of trading since being admitted to AIM, I am pleased 
to be able to report real progress in the Group’s performance.
Versarien plc comprises an exciting combination of advanced materials with high growth potential with underpinning, 
profitable manufacturing. I believe this set of results demonstrates Versarien plc has the expertise in place to take new 
materials and scale up efficient manufacturing for commercial applications. All of this is in accordance with our stated 
strategy, details of which are given in the Strategic Report. 
The Board is confident 
in Versarien plc’s 
position to capitalise 
on opportunities 
presented in its 
key markets.”
We have completed two acquisitions in the 
period and the Group is now organised into 
three business segments: Thermal Products, 
which develops and manufactures porous 
copper and aluminium heat sinks; Hard Wear 
Products, which manufactures tungsten 
carbide hard wear parts; and Graphene 
Products, which is developing graphene 
nano-platelets via an exfoliation process.
We are pleased to report sales of 
£4.98 million, up 69% from the previous 
year. Net assets increased 180% to 
£7.3 million with cash at the year end 
of £3.5 million.
Thermal Products 
We have broadened our product offering 
following the acquisition of the assets of 
Custom Systems to include aluminium heat 
sinks; revenue was up £351,000 as a result. 
A new range of air cooled heat sinks was 
launched and our routes to market grew 
through the establishment of distributors 
in Europe and the US. 
Hard Wear Products
Hard Wear Products reported sales 
of £4.6 million and operating profit of 
£884,000 during a period of relatively high 
oil prices. As the oil price has declined the 
market for our products has weakened. 
We have mitigated this by diversifying our 
customer base to include new territories 
and sectors. The division continues to 
perform well given the current economic 
environment and we continue to look for 
ways to enhance performance further.
Graphene Products
Following the acquisition of 2-Dtech in May 
we have focused on developing the process 
licensed through the University of Ulster and 
part-funded by The University of Manchester 
(UoM). We continue to collaborate with both of 
these leading research institutions. Sales and 
other income from the division was £153,000 
in the post-acquisition period. Since the 
year end we have announced a breakthrough 
in the scalable manufacture of graphene 
platelets using a patented exfoliation process. 
We have also announced an agreement to repay 
the funding previously provided by UoM 
in return for a 60% share in the patent rights 
and the lesser of 98.4% of sales revenues and 
90% of profits arising from the graphene IP.
Summary
We made considerable progress in the 
last year and this has continued into the 
new financial year with a number of key 
strategic achievements. 
As announced on 13 July 2015, Versarien plc 
and Haydale Graphene Industries plc signed a 
memorandum of understanding to collaborate 
on and accelerate the development of their 
respective graphene projects. This is the latest 
in a number of strategic alliances formed by 
Versarien plc, others including agreements 
with the National Graphene Institute and the 
Graphene Engineering Innovation Centre 
at The University of Manchester. 
The UK is one of the leading territories 
for the development of graphene solutions. 
Through collaborations, such as that which 
we announced recently with Haydale, the UK 
market is well positioned to become the global 
leader in graphene technology development. 
Our attendance at the UK Graphene Exhibit 
at Nano Korea earlier this month, along 
with a number of other UK-based companies, 
illustrates the high level of development 
and co-operation in this space.
As a result, the Board is confident in 
Versarien plc’s position to capitalise on the 
opportunities presented in its key markets, 
while minimising risk by pursuing multiple 
projects and developing a range of innovative 
materials into commercially viable products. 
We look forward with optimism to the 
coming year.
I would like to thank the staff and the Board for 
their hard work during the year. This coming 
year will be important for Versarien plc as it 
seeks to commercialise the technologies it has 
been developing since flotation in June 2013. 
Ian Balchin
Non-executive Chairman
20 July 2015
4 Versarien plc Annual Report 2015 5
Review of the period Strategic report Corporate governance Financial statements
Chief Executive Officer’s Review 
and Strategic Report
On 11 June 2015, we announced that 2-Dtech 
made a major advance in graphene platelet 
production to accelerate potential commercial 
applications for graphene and graphene 
products. 2-Dtech has developed its own 
proprietary graphene production technique 
founded upon the shared IP process from 
the Universities of Ulster and Manchester 
which offers numerous advantages over 
the conventional graphene manufacturing 
solutions currently on the market.
2-Dtech is currently working with a number of 
clients, from industries as diverse as military, 
medical and consumer products, requiring 
access to high quality, cost effective graphene 
and is expecting to form a number of further 
partnerships to commercialise this technology 
in a timely fashion in the near future.
Hard Wear Products currently consists 
of Total Carbide Limited and our associate, 
DV Composite Tooling Limited. Total Carbide 
was acquired at the time of flotation and 
supplies tungsten carbide parts mainly to the 
oil and gas industry. Despite the drop in the 
oil price and subsequent set-backs in that 
sector, it has performed exceptionally well. 
DV Composite Tooling is a start-up venture 
with Dimar Limited, an Israeli company 
supplying tungsten carbide tools to the 
woodworking industry. DV will develop 
and market a new range of hard wear 
tooling for the composites industry.
Markets and trends
There are a number of companies that 
provide support and finance to businesses 
seeking to commercialise intellectual 
property or provide finance to spin-out 
companies from universities or research 
institutions, but they tend to cover many sectors. 
Versarien plc concentrates on only those 
opportunities that are in the advanced 
materials and high value manufacturing 
sectors and that outperform conventional 
materials with superior combinations of 
functional properties, such as toughness, 
hardness, durability, elasticity, strength 
or conductivity.
Versarien Technologies operates in the 
global market for thermal management 
technology which is expected to reach 
$11 billion by 2016 and its potential 
applications include aerospace, defence, 
automotive, data communications, renewable 
energy, power distribution, transportation 
and motorsport. 2-Dtech operates in the 
graphene development market, the total 
demand for which is anticipated to circa 
400 tonnes by 2017. Forecasts suggest the 
market for graphene products in 2018 will 
be US$195 million growing to US$1.3 billion 
by 2023. Total Carbide operates in the hard 
wear parts market principally for use in oil 
and gas exploration.
Outlook
We continue to look for opportunities to grow 
the business both organically and inorganically 
whilst keeping costs and cash under control. 
Research and development is a fundamental 
part of our business and the Board’s strategy 
is to ensure that we now commercialise the 
sums invested. I would like to thank all of our 
hard working employees for their dedication 
in our fast-moving businesses and we look 
forward to the future with much optimism.
Business overview
Thermal Products consists of the porous 
copper foam product and the metal heat 
sink business acquired during the year. 
We have recently announced the launch 
of a range of air cooled heat sink products 
using VersarienCu™. This range is designed 
for use in passive cooling applications where 
space is at a premium and performance is 
crucial. Applications include power integrated 
circuits, high temperature components and 
transistors, set top boxes, AP routers, cable 
modems and broadband, optical networks 
and LED TV and flat panel displays. Since our 
financial year end, we have signed a global 
distribution agreement with Mouser Inc 
and a number of European distributors to sell 
this technology thus accelerating our routes 
to market. We also continue to work with a 
small number of potential OEM customers 
on specific projects. In order to expand our 
thermal product offering, in February 2015 
we acquired certain assets and business 
of Custom Systems Limited, a manufacturer 
of all manner of extruded aluminium products 
and heat sinks for the electronics and 
computing industries as well as for 
large machinery and generators.
Graphene Products currently consists 
of 2-Dtech Limited, which we acquired in May 
last year from The University of Manchester. 
This purchase gave us a low-cost entry into 
graphene technology from the home of 
graphene and mainly consisted of some 
shared intellectual property with the 
Universities of Manchester and Ulster for 
graphene production using an exfoliation 
process, know how to produce graphene 
using chemical vapour deposition and a 
number of networking opportunities.
Read more about our business model 
and strategy over the page Versarien plc Annual Report 2015 6
 
1
 Intellectual property    
4
 Capital
Our strategy at a glance
  To identify and acquire disruptive intellectual property 
in advanced materials and enter into joint development 
agreements with potential customers or take to market 
through distribution channels 
  To establish development agreements with  
world-class organisations
  To commence commercial production
  To maximise cash generation from our mature 
business to support technology development
Versarien plc seeks to capitalise on innovative IP, transforming 
it into commercially viable products that can tackle the 
technological challenges faced by modern manufacturers. 
This requires a number of steps:
1  a continual deal flow either by establishing new 
licence arrangements with research institutions or 
by identifying embryonic companies in early stages 
of development whose intellectual property fits with 
our definition of advanced materials technology;
2  applying the management team’s experience to 
developing and commercialising the advanced 
materials technology;
3  providing the plant and equipment to get into production 
either via its existing production facilities or by funding 
new facilities; and
4  providing working capital facilities either from existing 
reserves, its public listing or via banking facilities.
Our business model and strategy
 
2
 Experience      
3
 Manufacture
Versarien plc
Chief Executive Officer’s Review 
and Strategic Report continued Versarien plc Annual Report 2015 7
Review of the period Strategic report Corporate governance Financial statements
Key performance indicators
These key performance indicators have replaced those adopted previously 
to reflect the development of the Group in the year.
(589)
(1,747)
2014 2015
Cash utilised by technology  
businesses after capital investment 
(£’000)
Cash raised/utilised by parent 
(including cash acquired and net 
of loans to technology businesses) (£’000)
2014 2015
653
4,580
As a Group that consists of mature products supporting the development of early stage technology 
products we concentrate on the following financial metrics:
Versarien plc is an IP-led advanced engineering materials group that utilises 
proprietary technology to create innovative new engineering solutions.
We believe that our product offerings are capable of having a game-changing impact in a broad variety of industry 
sectors through our subsidiaries:
Objectives
Our objectives for the current financial year are:
  identify and acquire majority stakes in embryonic 
advanced materials companies;
  identify and acquire licences for thermal 
management materials;
  sign application development agreements 
with customers;
  sign commercial production agreements 
with customers;
  move Thermal Products division to break-even by 
the end of the financial year; 
  maintain Hard Wear Products division operating 
profit return at a minimum of 10% of sales; and
  commence commercial production of graphene 
in quantity for specific applications.
(232)
(277)
2014 2015
Loss before interest, tax, depreciation, 
amortisation, exceptional costs and 
share-based charges (£’000)
183
3,316
2014 2015
Net cash raised  
by the Group 
(£’000)
Technology  
products/processes  
in development
2014 2015
26
31
Gross margin percentage  
(%)
36%
38%
2014 2015
Revenue  
(£’000)
2014 2015
4,982
2,953
Cash generated from mature  
businesses after capital investment 
(£’000)
119
483
2014 2015
+68.7%
+196.6%
+19.4%
+1,712.0%
+5.5%
+601.4%
+305.9%
+19.2%
Our key performance indicators and objectives Versarien plc Annual Report 2015 8
Principal risks and uncertainties
Versarien plc’s businesses are subject to a number of risks and uncertainties and the 
Board continually considers how to identify and mitigate the key business risks that could 
impact the Group’s performance. The following risks are those that the Group considers 
could have the most serious adverse effect on its performance and reputation.
Chief Executive Officer’s Review 
and Strategic Report continued
Risk Mitigation Change
Technological risks
Versarien plc operates in an industry where competitive 
advantage is heavily dependent on technology. It is possible that 
technological development may reduce the importance of the 
Group’s function(s) in the market or render the patents and 
licences on which it relies redundant. The Group’s existing 
products may become obsolete or may be superseded by new 
technologies or changes in customer or end-user requirements. 
Versarien plc continually monitors the market in which 
it operates and has the resources to invest in new 
technology as appropriate.
Competition risks
New competitive products, designs or solutions may enter the 
market with different benefits or using different technologies, 
making them equally or more attractive than the Group’s 
current range of products. Competitors may also be able to 
devote greater resources to the promotion and sale of their 
products, designs or solutions than the Group, which would 
give them a competitive advantage.
The Group continues to provide resources with the aim 
of improving each generation of products it develops. 
If the Group is unable to compete successfully with 
existing or new competitors, it may have to reduce 
prices on products, which would lead to reduced profits.
Intellectual property protection risks
Failure to protect the Group’s IP may result in another party 
copying or otherwise obtaining and using its proprietary content 
and technology without authorisation. There may not be adequate 
protection for IP in every country in which the enlarged Group’s 
products are or will be made available and policing unauthorised 
use of proprietary information is difficult and expensive.
The Group monitors products brought to market as far 
as reasonably possible and will take cost effective legal 
action to protect its IP.
Development risk
The rate at which the development of the Group’s technology 
is adopted by potential customers is dependent upon the rate 
at which those customers wish to progress.
The Group mitigates this risk as far as possible by 
ensuring that it responds rapidly to technical changes 
that may be required. Versarien plc Annual Report 2015 9
Review of the period Strategic report Corporate governance Financial statements
Key
 Increase in risk
 
No change in risk
 Decrease in risk
On behalf of the Board
Neill Ricketts
Chief Executive Officer
20 July 2015
Risk Mitigation Change
Attraction and retention of key employees risks
The Group depends upon the continued service and performance 
of the Executive Officers and key employees and, whilst it has 
entered into contractual arrangements with these individuals 
with the aim of securing the services of each of them, retention 
of these services cannot be guaranteed. The loss of the services 
of any of the Executive Officers or other key employees could damage 
the Group’s business. Equally the ability to attract new employees 
and senior employees with the appropriate expertise and skills 
cannot be guaranteed.
Risk is mitigated by providing share options to key 
employees together with significant opportunities 
for career advancement.
Future funding risks
Whilst the Directors have no current plans for raising additional 
capital it is possible that the Group will need to raise extra capital 
in the future to develop fully the Company’s business or to take 
advantage of future acquisition opportunities. No assurance can 
be given that any such additional financing will be available or that, 
if available, it will be available on terms favourable to the Group 
or to the Group’s shareholders.
Risk is mitigated by maintaining relationships with more 
than one bank and by dialogue with its institutional 
shareholders.
General economic conditions risks
Market conditions, particularly those affecting technology 
companies, may affect the ultimate value of the Group’s share 
price regardless of operating performance. Market perception 
of technology companies may change, which could impact on 
the value of investors’ holdings and on the ability of the Group to 
raise further funds by an issue of further shares. General economic 
conditions may affect exchange rates, interest rates and inflation 
rates. Movements in these rates will have an impact on the 
Group’s cost of raising and maintaining debt financing.
Risk is mitigated by seeking to expand the products and 
technologies for sale within the Group and by seeking to 
sell the Group’s products to wider geographical areas 
both directly and through distribution.
Commodity prices risks
A significant amount of Versarien plc’s purchases are metallurgical 
powders. Consequently, exposure to movements in underlying 
commodity prices affects profitability.
Where possible we purchase from more than one source 
under medium to long-term contracts and manage our 
stock levels accordingly. Chief Financial Officer’s review
10
Group results
Versarien plc’s revenue for the year 
ended 31 March 2015 was £4,982,000 
(2014: £2,953,000) with operating losses 
before exceptional costs, depreciation/
amortisation and share-based payment 
charges of £277,000 (2014: £232,000).
Exceptional costs were £307,000 
(2014: £197,000) including £76,000 
of acquisition and potential acquisition costs 
(2014: £147,000), £69,000 of initial start-up 
costs for the associate, DV Composite Tooling 
(2014: £nil) and £162,000 of restructuring 
costs (2014: £50,000). The restructuring 
costs in the current year relate to the 
anticipated relocation of Total Carbide 
following the expected termination 
of its factory lease in 2016 (2014: £nil).
The loss before tax for the year was 
£866,000 (2014: £653,000).
Group net assets at 31 March 2015 were 
£7.3 million (2014: £2.6 million) following 
the placing. Cash at the year end was 
£3.5 million (2014: £0.2 million) with 
£0.6 million of headroom on its invoice 
finance facilities (2014: £0.5 million).
Cash outflow from operating activities was 
£1.1 million (2014: £0.7 million) including 
working capital increases of £0.5 million 
(2014: £0.3 million). The Group invested 
£0.2 million, net of cash, in acquisitions 
(2014: £1.2 million), £0.3 million (2014: £nil) 
in capitalised development costs and 
£0.3 million (2014: £nil) in plant and 
machinery. The Group raised £5.3 million, 
net of costs, in placing and shares issued 
from existing options (2014: £2.1 million) 
and repaid £0.2 million of borrowings 
(2014: £0.2 million borrowed). 
Thermal Products
Revenue for the year for Versarien 
Technologies was £355,000 (2014: £4,000) 
including contribution from the heat sink 
business acquired in February 2015, details 
of which are in note 6. Operating losses 
before exceptional items were £688,000 
(2014: £526,000). The business capitalised 
£250,000 on development costs.
Hard Wear Products
It is very pleasing to report that Total Carbide 
has had an exceptional year achieving sales 
of £4,594,000 (2014: £2,949,000 (nine months)) 
and returned an operating profit before 
exceptional costs of £958,000 (2014: £332,000 
(nine months)) representing a 21% return 
on sales. During the year the costing system 
was reviewed, which resulted in an uplift of 
£85,000 to the stock valuation. The business 
generated £882,000 in cash from its 
operations, invested £221,000 in new plant 
and equipment and repaid loans of £178,000.
DV Composite Tooling is a start-up venture 
with Dimar Limited, an Israeli company 
supplying tungsten carbide tools to the 
woodworking industry. DV is developing 
and marketing a new range of hard wear 
tooling for the composites industry. It has 
been recognised as an associated company 
as Versarien plc holds 49.9% of the issued 
share capital. It is at pre-revenue stage 
and its share of unrecognised losses for the 
period since incorporation was £8,000 with 
£69,000 incurred as exceptional start-up costs.
The share placing in the early part of the financial year raised £5.25 million 
net of expenses and allowed the Group to continue to accelerate the production 
of copper foam and acquire 2-Dtech, a graphene development business.
We continue to look 
for opportunities to 
grow the business, 
both organically and 
inorganically, whilst 
keeping costs and 
cash under control.” Versarien plc Annual Report 2015 11
Review of the period Strategic report Corporate governance Financial statements
Graphene Products
As described more fully in note 11, 
85% of the issued share capital of 2-Dtech 
was acquired for a total consideration of 
£740,000 in May 2014. Its revenue for the 
post-acquisition period was £33,000 and 
it received £120,000 of grant income. Its 
operating loss for the period was £240,000.
Bank facilities and going concern
At 31 March 2015 the Group had cash balances 
totalling £3.5 million and available invoice 
discounting facilities of £0.6 million. Since 
the year end it has negotiated further asset 
funding facilities of up to £1.2 million to finance 
plant and machinery additions that may be 
required to scale up production facilities.
The Board has prepared forecasts and 
projections for a period of not less than 
twelve months from the approval of this 
Annual Report and assessed the key risks 
and uncertainties. In the event that trading 
performance falls below these forecasts 
it has a number of options available to it to 
manage cash outflow. Consequently, at the 
time of approving the financial statements, 
the Board has concluded that the Group 
has adequate resources to continue in 
operation for the foreseeable future 
and has therefore continued to adopt 
the going concern basis.
On behalf of the Board
Chris Leigh
Chief Financial Officer
20 July 2015
Group Revenue
£4.98m
Net cash raised by the Group
£3.31m
Read more about our key performance 
indicators Page 7
Read more about our principal 
risks and uncertainties Pages 8 to 9 Versarien plc Annual Report 2015 12
Board of Directors
Neill Ricketts
Chief Executive Officer
William Battrick
Chief Technical Officer
Christopher Leigh
Chief Financial Officer
Neill is a graduate engineer with over 
20 years of senior level experience in 
manufacturing and engineering companies, 
including several directorships of AIM-quoted 
companies. Neill has demonstrated success 
in introducing and commercialising new 
technology, including new materials and 
coatings for diverse sectors from aerospace 
to Formula One, including significant work 
in the oil and gas sector. Neill has successfully 
led several successful turnarounds and 
was a board level director at Elektron 
Technology plc, a group which included 
Total Carbide, which at that time sat within 
the Elektron Ventures division.
William Battrick holds a first class 
master’s degree from one of the UK’s 
premier engineering universities, and has 
significant experience in the UK advanced 
manufacturing sector, including former 
management buy-in Crompton Technology 
Group. The National Physical Laboratory 
and Elektron Ventures, the advanced 
products division of Elektron Technology 
plc. He co-founded aerospace composites 
start-up Kynsa, securing contracts in the 
defence sector prior to trade sale. 
Christopher is a chartered accountant with 
a significant track record in the manufacturing 
and engineering sector. His expertise covers 
corporate finance, mergers and acquisitions, 
post-acquisition integration, organisational 
restructuring and change management. 
He was previously chief financial officer at 
a leading medical recruitment agency and 
was group finance director of AIM-listed 
Elektron Technology plc for 18 years 
between 1992 and 2010. Versarien plc Annual Report 2015 13
Review of the period Strategic report Corporate governance Financial statements
Ian Balchin
Non-executive Chairman
David (Jeremy) Veasey
Non-executive Director
Ian has 29 years of extensive experience in 
technology-based businesses across several 
sectors, optimising business performance 
in start-up, growth, turnaround and change 
situations. Ian is currently a director of several 
high growth companies including HotZone 
Technologies Ltd, prior to which he was 
chief-strategy officer and deputy chairman 
of AIM-quoted AFC Energy plc. Previously 
until 2005 Ian was with Stanelco plc as CEO 
during its successful growth period and 
with AEA Technology plc until 2000 including 
serving as director of New Ventures. Other 
positions held include executive chairman 
of Forensic Alliance, president of Biotec 
Holdings GmbH, non-executive director 
of Synexus, chairman of Risk Solutions 
and chairman of Sonomatic BV. Ian has 
a degree in chemistry with economics 
from the University of Sussex.
David has over 40 years’ experience 
in all aspects of stockbroking, including 
corporate work. He retired from Seymour 
Pierce Ellis in 2010 after twelve years with 
the firm, prior to which he was a senior 
director of NatWest and a member of the 
management board of the stockbroker 
Fielding Newson Smith & Co. Since his 
retirement, Jeremy has advised on smaller 
company corporate work through his 
service company, Jeddah Securities. Versarien plc Annual Report 2015 14
Directors’ report
The Directors present their Annual Report 
on the affairs of the Group and the Company, 
together with the audited consolidated 
financial statements and the Auditor’s Report, 
for the period ended 31 March 2015.
Results and dividends
The Group incurred a loss for the year 
of £866,000 (2014: £653,000). The Directors 
do not recommend the payment of a dividend 
(2014: £nil). The Directors are confident 
of the future prospects of the Group.
Review of the business 
and future developments
The Directors are required to present 
an extended business review reporting 
on the development and performance of 
the Group and the Company during the year 
and their positions at the end of the year. 
This requirement is met by the Chairman’s 
Statement, the Chief Executive Officer’s 
Review and Strategic Report and the 
Chief Financial Officer’s Report on 
pages 4 to 11.
Research and development
Investing in research and development 
programmes delivers product innovation 
and manufacturing improvements within 
Versarien plc. Expenditure on research 
and development in the year amounted to 
£672,000 (2014: £258,000), of which £277,000 
has been capitalised (2014: £18,000). 
Directors
The Directors of the Company who were in 
office during the year and up to the date of 
signing the financial statements are listed 
in the Remuneration Report on page 16 
together with details of their interests 
in shares and share options.
Directors’ indemnities 
The Company has granted indemnities to 
each of its Directors in respect of losses 
arising out of or in connection with the 
execution of their powers, duties and 
responsibilities as Directors to the extent 
permitted by the Companies Act 2006 
and the Company’s Articles of Association. 
Such qualifying third party indemnity 
provision remains in force at the date of 
approving the Directors’ Report. In addition, 
Directors and officers of the Company and 
its subsidiaries are covered by directors’ 
and officers’ liability insurance. 
Employees
The Group keeps its staff informed of matters 
affecting them through a series of informal 
meetings at which employees are encouraged 
to ask questions on any aspects of the business 
and at which they are updated on financial 
and economic factors that may affect 
Company performance.
Risk factors
Information on the Group’s principal risks 
and how they are mitigated are given in the 
Strategic Report.
Treasury activities 
and financial instruments
It is the Group’s policy not to speculate in 
derivative financial instruments. The Company 
is not exposed to significant foreign exchange 
risks. Further details on financial risk factors 
are included in note 1.
Political donations
No political contributions were made during 
the year (2014: £nil).
Going concern
The Directors have prepared and reviewed 
forecasts and projections for a period of not 
less than twelve months from the approval 
of the Annual Report. These are based upon 
assumptions in particular with regard to the 
key risks and uncertainties, together with 
the level of borrowings and other facilities 
made available to the Group. The Directors 
have a reasonable expectation that the 
Group will continue in operational existence 
for the foreseeable future and accordingly 
continue to adopt the going concern basis in 
preparing the Group’s financial statements.
Corporate governance
Although not required to do so, the Company 
seeks, within the practical confines of being 
a small company, to act in compliance with 
the principles of good governance and the 
code of best practice as contained in the 
UK Corporate Governance Code.
The Board meets regularly to determine 
the policy and business strategy of the 
Group and has adopted a schedule of matters 
that are reserved as the responsibility of the 
Board. The Chief Executive Officer leads 
the development of business strategies 
within the Group’s operations. The Board 
consists of three Executive Directors and 
two Non-executive Directors. The Board 
considers that there is an appropriate 
balance between the Executives and 
Non-executives and that no individual 
or small group dominates the Board’s 
decision making. The Board’s members 
have a wide range of expertise and 
experience and it is felt that concerns may 
be addressed to the Non-executive Chairman.
The Board has delegated certain authorities 
to committees, each with formal terms 
of reference. The whole Board acts as a 
Nomination Committee.
The Non-executive Directors are the members 
of the Audit Committee. The Committee meets 
twice a year to consider the scope of the 
annual audit and the interim financial 
statements and to assess the effectiveness 
of the Group’s system of internal controls. 
It reviews the results of the external audit, 
its cost effectiveness and the objectives of 
the auditor. Given the size of the Group, the 
Audit Committee considers an internal audit 
function is not currently justified. The Audit 
Committee is chaired by Jeremy Veasey. Versarien plc Annual Report 2015 15
Review of the period Strategic report Corporate governance Financial statements
Corporate governance continued
The Non-executive Directors are the members 
of the Remuneration Committee. It meets 
at least once a year to determine Company 
policy on senior Executive remuneration, 
to make detailed recommendations to the 
Board regarding the remuneration packages 
of the Executive Directors and to consider 
awards under the Group’s option schemes. 
The Chief Executive Officer is consulted 
on remuneration packages and policy but 
does not attend discussions regarding his 
own package. The remuneration and terms 
and conditions of the appointment of 
Non-executive Directors are determined 
by the Board. The Remuneration Committee 
is chaired by Ian Balchin.
The Board has considered mechanisms by 
which the business and the financial risks 
facing the Group are managed and reported 
to the Board. The principal business and 
financial risks have been identified and 
control procedures implemented. The Board 
acknowledges its responsibility for reviewing 
the effectiveness of the systems that are 
in place to manage risk and to provide 
reasonable but not absolute assurance with 
regard to the safeguarding of the Group’s 
assets against misstatement or loss.
The key elements of the system of internal 
control are:
  clear definition of delegated authorities;
  preparation of annual budgets for 
Board approval;
  close involvement of senior management in 
the day-to-day business of the Group; and
  regular reporting of business 
performance to the Board and the 
review of results against budget.
Significant shareholdings
In addition to the Directors’ holdings 
disclosed in the Remuneration Report on 
page 16, holders of more than 3% of the 
105,521,364 issued Ordinary shares of the 
Company at 20 July 2015 are listed below.
Awareness of relevant 
audit information
At the date of this report and insofar as 
each of the Directors is aware:
  there is no relevant audit information 
of which the auditor is unaware; and
  the Directors have taken all steps they 
ought to have taken to make themselves 
aware of any relevant audit information 
and to establish that the auditor is aware 
of that information.
Significant shareholdings
Ordinary
shares % held
Henderson Global Investors 22,776,996 21.59
Miton Group Plc 8,239,512 7.81
Allianz Global Investors 5,950,000 5.64
Herald Investment Management 5,035,950 4.77
Blackrock Inc. 4,730,374 4.48
Unicorn Investment Fund 4,367,241 4.14
Hargreaves Lansdown 3,194,392 3.03
By order of the Board
Christopher Leigh
Company Secretary
20 July 2015
Auditor
During the year BDO LLP resigned and the 
Board appointed PricewaterhouseCoopers 
LLP. A resolution to re-appoint 
PricewaterhouseCoopers LLP as auditor 
will be proposed at the Annual General Meeting.
Post balance sheet events
2-Dtech Limited has signed an agreement 
with The University of Manchester and the 
University of Ulster to vary the terms of 
the agreement existing at the time of the 
acquisition of 2-Dtech relating to the 
production of graphene using exfoliation 
methods. Under the terms of the variation 
2-Dtech has undertaken to pay £140,000 
to The University of Manchester in equal 
quarterly instalments over a period of two 
years in return for them forgoing patent 
and income sharing rights arising from 
graphene production. Under a revised 
agreement with the University of Ulster 
2-Dtech is now entitled to 60% of the patent 
rights and the lesser of 98.4% of sales 
revenues and 90% of profits arising 
from graphene production. Versarien plc Annual Report 2015 16
Directors’ remuneration report
Directors’ remuneration
The two Non-executive Directors comprise 
the members of the Remuneration Committee. 
Ian Balchin chairs the committee. 
The Remuneration Committee decides 
the remuneration policy that applies 
to Executive Directors.
Salaries and benefits
The Remuneration Committee meets at least 
once a year in order to consider and set 
the remuneration packages for Executive 
Directors. The remuneration packages 
are benchmarked annually to ensure 
comparability with companies of a similar 
size and complexity. Remuneration comprises 
basic salary and, for most Directors, pension 
contributions to the Director’s personal pension 
scheme, and benefits in kind. In addition, 
certain Directors are paid a car allowance or 
receive a contribution to their travel expenses. 
Remuneration also includes share options 
and carried interest as detailed below. 
Contracts of service
The Executive Directors, Neill Ricketts, 
Christopher Leigh and William Battrick, 
each have a service agreement containing 
one year’s notice. The Non-executive Directors, 
David (Jeremy) Veasey and Ian Balchin, 
have service agreements with a 
three-month notice period.
Directors’ interests – interests 
in share options (audited)
Details of options held by Directors who 
were in office at 31 March 2015 are set out 
below. One-third of the options granted are 
exercisable annually from the date of grant.
No options were exercised by Directors 
during the year. Details of the Company’s 
option schemes are set out in note 21 to the 
financial statements.
The market price of the Company’s shares 
at 31 March 2015 was 16.4 pence. The range 
of market prices during the year was 
15.8 pence to 35.3 pence.
Directors’ interests – interests 
in shares (audited)
Directors in office at 31 March 2015 had 
interests in the Ordinary shares of 1 pence 
each of the Company as displayed in the 
table below.
2015
Number
2014
Number
Neill Ricketts 15,304,000 16,000,000
William Battrick 7,679,000 8,000,000
David 
(Jeremy) Veasey 1,544,000 1,544,000
Ian Balchin 1,149,633 1,149,633
Christopher Leigh 165,000 115,000
Ian Balchin
Chairman
20 July 2015
Directors’ remuneration (audited)
Salary Benefits and bonuses Total
2015
£’000
2014
£’000
2015
£’000
2014
£’000
2015
£’000
2014
£’000
Executive
Neill Ricketts 97 90 24 7 121 97
William Battrick 56 55 9 7 65 62
Christopher Leigh 109 74 24 7 133 81
262 219 57 21 319 240
Non-executive
Ian Balchin 32 26 — — 32 26
David (Jeremy) Veasey 12 6 — — 12 6
44 32 — — 44 32
Directors’ interests in share options (audited)
Director Date of grant Number Exercise price Expiry date
Neill Ricketts 12 June 2013 528,720 12.25p 12 June 2023
2 October 2014 1,050,761 29.00p 2 October 2024
Christopher Leigh 30 September 2013 528,720 15.5p 30 September 2023
2 October 2014 1,050,761 29.00p 2 October 2024
William Battrick 12 June 2013 528,720 12.25p 12 June 2023 Versarien plc Annual Report 2015 17
Review of the period Strategic report Corporate governance Financial statements
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 
financial statements for each financial year. 
Under that law, the Directors have prepared 
the Group and parent company financial 
statements in accordance with International 
Financial Reporting Standards as adopted 
by the European Union. 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 those financial statements, 
the Directors are required to:
  select suitable accounting policies 
and then apply them consistently;
  make judgements and accounting 
estimates that are reasonable and prudent;
  state whether applicable IFRSs, as 
adopted by the European Union, have 
been followed, subject to any material 
departures disclosed and explained 
in the financial statements; and 
  prepare the financial statements on 
the going concern basis unless it is 
inappropriate to presume that the 
Group and the Company will continue 
in business.
The Directors are responsible for keeping 
adequate accounting records that are 
sufficient to show and explain the Company’s 
transactions and disclose with reasonable 
accuracy at any time the financial position 
of the Company and the Group and enable 
them to ensure that the financial statements 
comply with the Companies Act 2006. 
They are also responsible for safeguarding 
the assets of the Company and the Group 
and hence for taking reasonable steps for 
the prevention and detection of fraud and 
other irregularities.
The Directors are responsible for the 
maintenance and integrity of the Company’s 
website. Legislation in the United Kingdom 
governing the preparation and dissemination 
of financial statements may differ from 
legislation in other jurisdictions.
Statement of Directors’ responsibilities Versarien plc Annual Report 2015 18
Independent auditor’s report
To the members of Versarien plc
Report on the financial statements
Our opinion
In our opinion:
  Versarien plc’s group financial statements and company financial statements (the “financial statements”) give a true and fair view 
of the state of the group’s and of the company’s affairs as at 31 March 2015 and of the group’s loss and the group’s and the company’s 
cash flows for the year then ended;
  the group financial statements have been properly prepared in accordance with International Financial Reporting Standards (“IFRSs”) 
as adopted by the European Union;
  the company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and 
as applied in accordance with the provisions of the Companies Act 2006; and
  the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
What we have audited
Versarien plc’s financial statements comprise:
  the Group and company statements of financial position as at 31 March 2015;
  the Group statement of comprehensive income for the year then ended;
  the statement of Group and Company cash flows for the year then ended;
  the Group and company statement of changes in equity for the year then ended; and
  the notes to the financial statements, which include a summary of significant accounting policies and other explanatory information.
Certain required disclosures have been presented elsewhere in the Annual Report rather than in the notes to the financial statements. 
These are cross-referenced from the financial statements and are identified as audited.
The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and IFRSs as 
adopted by the European Union and, as regards the company financial statements, as applied in accordance with the provisions of the 
Companies Act 2006.
In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect 
of significant accounting estimates. In making such estimates, they have made assumptions and considered future events.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial 
statements are prepared is consistent with the financial statements.
Other matters on which we are required to report by exception
Adequacy of accounting records and information and explanations received
Under the Companies Act 2006 we are required to report to you if, in our opinion:
  we have not received all the information and explanations we require for our audit; or
  adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from 
branches not visited by us; or
  the company financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Directors’ remuneration
Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors’ remuneration specified 
by law are not made. We have no exceptions to report arising from this responsibility. Versarien plc Annual Report 2015 19
Review of the period Strategic report Corporate governance Financial statements
Responsibilities for the financial statements and the audit
Our responsibilities and those of the directors
As explained more fully in the Statement of Directors’ responsibilities set out on page 17, the directors are responsible for the preparation 
of the financial statements and for being satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International 
Standards on Auditing (UK and Ireland) (“ISAs (UK & Ireland)”). Those standards require us to comply with the Auditing Practices Board’s 
Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 
of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any 
other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our 
prior consent in writing.
What an audit of financial statements involves
We conducted our audit in accordance with ISAs (UK & Ireland). An audit involves obtaining evidence about the amounts and disclosures 
in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, 
whether caused by fraud or error. This includes an assessment of: 
  whether the accounting policies are appropriate to the group’s and the company’s circumstances and have been consistently applied 
and adequately disclosed; 
  the reasonableness of significant accounting estimates made by the directors; and
  the overall presentation of the financial statements. 
We primarily focus our work in these areas by assessing the directors’ judgements against available evidence, forming our own 
judgements, and evaluating the disclosures in the financial statements.
We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide 
a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive 
procedures or a combination of both. 
In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the 
audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent 
with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements 
or inconsistencies we consider the implications for our report.
Colin Bates (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Bristol
20 July 2015 Versarien plc Annual Report 2015 20
Group statement of comprehensive income
For the year ended 31 March 2015
 Notes
2015
£’000
2014
£’000
Continuing operations
Revenue 3 4,982 2,953
Cost of sales (3,089) (1,881)
Gross profit 1,893 1,072
Other operating income 4 126 98
Operating expenses (including exceptional items) 5 (2,883) (1,811)
Loss from operations before exceptional items (557) (444)
Exceptional items 6 (307) (197)
Loss from operations (864) (641)
Finance charge 7 (2) (12)
Loss before income tax (866) (653)
Income tax 9 — —
Loss for the year (866) (653)
Loss attributable to:
– Owners of the parent company (830) (653)
– Non-controlling interest (36) —
 (866) (653)
Loss per share attributable to the equity holders of the Company: 
Basic and diluted loss per share 10 (0.80)p (0.85)p
There were no comprehensive gains or losses in the year other than those included in the Comprehensive Income Statement. The accompanying 
notes are an integral part of these financial statements. The Company has elected to take the exemption under Section 408 of the 
Companies Act 2006 to not present the Company Income Statement. The loss of the Company for the year was £756,000 (2014: £359,000).  Versarien plc Annual Report 2015 21
Review of the period Strategic report Corporate governance Financial statements
Group statement of financial position
At 31 March 2015
Notes
2015
£’000
2014
£’000
Assets
Non-current assets
Intangible assets 11 1,502 586
Property, plant and equipment 12 1,423 1,091
Deferred taxation 9 65 65
2,990 1,742
Current assets
Inventory 14 1,109 765
Trade and other receivables 15 1,272 955
Cash and cash equivalents 3,531 215
5,912 1,935
Total assets 8,902 3,677
Equity 
Called up share capital 20 1,055 831
Share premium account 20 7,150 1,853
Merger reserve 1,017 1,017
Share-based payment reserve 94 35
Retained earnings (1,967) (1,137)
Equity attributable to owners of the parent company 7,349 2,599
Non-controlling interest (22) —
Total equity 7,327 2,599
Liabilities
Non-current liabilities
Trade and other payables 17 181 115
Provisions 18 203 200
Long-term borrowings 19 13 34
397 349
Current liabilities
Trade and other payables 16 855 549
Provisions 18 300 —
Invoice discounting advances — 156
Current portion of long-term borrowings 19 23 24
1,178 729
Total liabilities 1,575 1,078
Total equity and liabilities 8,902 3,677
The accompanying notes are an integral part of these financial statements.
The financial statements were approved by the Board of Directors and authorised for issue on 20 July 2015 and signed on its behalf by:
Neill Ricketts Christopher Leigh   
Chief Executive Officer Chief Financial Officer
Registered number 8418328 Versarien plc Annual Report 2015 22
Company statement of financial position
At 31 March 2015
Notes
2015
£’000
2014
£’000
Assets
Non-current assets
Investment in subsidiaries 13 3,691 2,951
Property, plant and equipment 12 4 1
3,695 2,952
Current assets
Trade and other receivables 15 1,612 32
Cash and cash equivalents 2,758 23
4,370 55
Total assets 8,065 3,007
Equity 
Called up share capital 20 1,055 831
Share premium account 20 7,150 1,853
Merger relief reserve 964 964
Other reserve (431) (431)
Share-based payment reserve 94 35
Retained earnings (1,115) (359)
Total equity 7,717 2,893
Liabilities
Current liabilities
Trade and other payables 16 48 114
Provisions 18 300 —
Total liabilities 348 114
Total equity and liabilities 8,065 3,007
The accompanying notes are an integral part of these financial statements.
The financial statements were approved by the Board of Directors and authorised for issue on 20 July 2015 and were signed on its behalf by:
Neill Ricketts Christopher Leigh
Chief Executive Officer Chief Financial Officer
Registered number 8418328 Versarien plc Annual Report 2015 23
Review of the period Strategic report Corporate governance Financial statements
Group statement of changes in equity
For the year ended 31 March 2015
Share
 capital
£’000
Share
premium
account
£’000
Merger
reserve
£’000
Share-based
payment
 reserve
£’000
Retained 
earnings
£’000
Non-controlling
interest
£’000
Total
equity 
£’000
At 1 April 2013 (unaudited) 529 — 53 — (484) — 98
Issue of shares 302 2,434 964 — — — 3,700
Cost of share issue — (581) — — — — (581)
Loss for the year — — — — (653) — (653)
Share-based payments — — — 35 — — 35
At 31 March 2014 831 1,853 1,017 35 (1,137) — 2,599
Issue of shares (note 20) 224 5,550 — — — — 5,774
Cost of share issue (note 20) — (253) — — — — (253)
Non controlling interest on 
acquisition (note 11) — — — — — 14 14
Loss for the year — — — — (830) (36) (866)
Share-based payments (note 21) — — — 59 — — 59
At 31 March 2015 1,055 7,150 1,017 94 (1,967) (22) 7,327
Included within the merger reserve is £53,000 in respect of the merger with Versarien Technologies Limited and £964,000 in respect 
of the acquisition of Total Carbide Limited.
Company statement of changes in equity
For the year ended 31 March 2015
Share
 capital
£’000
Share
premium
account
£’000
Merger
reserve
£’000
Other
reserve
£’000
Share-based
 payment
reserve
£’000
Retained 
earnings
£’000
Total 
equity
£’000
At 1 April 2013 (unaudited) — — — — — — —
Issue of shares 831 2,434 964 (431) — — 3,798
Cost of share issue — (581) — — — — (581)
Loss for the period — — — — — (359) (359)
Share-based payments — — — — 35 — 35
At 31 March 2014 831 1,853 964 (431) 35 (359) 2,893
Issue of shares (note 20) 224 5,550 — — — — 5,774
Cost of share issue (note 20) — (253) — — — — (253)
Loss for the period — — — — — (756) (756)
Share-based payments (note 20) — — — — 59 — 59
At 31 March 2015 1,055 7,150 964 (431) 94 (1,115) 7,717
Other reserve represents the difference between the nominal value of shares on the acquisition of Versarien Technologies Limited and the 
carrying amount of Versarien plc’s share of the net assets of Versarien Technologies Limited at that date. Versarien plc Annual Report 2015 24
Statement of Group and Company cash flows
For the year ended 31 March 2015
Notes
Group
2015
£’000
Group
2014
£’000
Company
2015
£’000
Company
2014
£’000
Cash flows from operating activities
Cash used in operations 24 (1,119) (715) (746) (241)
Interest (paid)/received (2) (12) 11 —
Net cash used in operating activities (1,121) (727) (735) (241)
Cash flows from investing activities
Acquisition of subsidiaries (net of cash acquired) (154) (1,175) (220) (1,230)
Loans to subsidiaries — — (1,607) (574)
Purchase of intangible assets (277) (18) — —
Purchase of property, plant and equipment (255) (33) (4) (1)
Net cash used in investing activities (686) (1,226) (1,831) (1,805)
Cash flows from financing activities
Share issue 5,553 2,650 5,553 2,650
Flotation/share issue costs (252) (581) (252) (581)
Repayment of finance leases (22) (89) — —
Invoice discounting loan (repayment)/proceeds (156) 156 — —
Net cash generated from financing activities 5,123 2,136 5,301 2,069
Increase in cash and cash equivalents 3,316 183 2,735 23
Cash and cash equivalents at beginning of year 215 32 23 —
Cash and cash equivalents at end of year 3,531 215 2,758 23
The accompanying notes are an integral part of these financial statements. Versarien plc Annual Report 2015 25
Review of the period Strategic report Corporate governance Financial statements
Accounting policies
For the year ended 31 March 2015
General information 
Versarien plc is a public limited liability company incorporated in England and Wales and domiciled in the UK. The address of its 
registered office is Units 7 & 8 Century Park, Chittening Industrial Estate, Avonmouth, Bristol BS11 0YD. The nature of the Group’s 
operations and its principal activities are set out in the Report of the Directors on pages 14 to 15.
These financial statements are presented in Sterling, the currency of the primary economic environment in which the Group operates, 
and all values are rounded to the nearest hundred thousand (£0.1 million) except where otherwise stated. 
Summary of significant accounting policies 
The principal accounting policies are summarised below. They have all been applied consistently throughout the year and the preceding year.
Basis of accounting
The financial statements have been prepared on a going concern basis. The business model of the Group together with the principal risks 
and uncertainties are set out in the Strategic Report and the Group’s financial risk management is covered in note 1. The progress of the 
Group since the balance sheet date is described in the Chairman’s Statement and Strategic Report. Having reviewed cash flow projections, 
the Directors believe that the Company has adequate resources to continue in operation for the foreseeable future and have therefore 
adopted the going concern basis in preparing these financial statements. 
The financial statements of the Group and the Company have been prepared in accordance with International Financial Reporting 
Standards (IFRS) as adopted for use in the European Union. 
The financial statements have been prepared on the historical cost basis, except where IFRS requires an alternative treatment. The principal 
variations from historical cost relate to financial instruments (IAS 39).
A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 April 2014 
and have not been applied in preparing these consolidated financial statements. None of these are expected to have a significant effect 
on the financial statements of the Company, except the following set out below:
IFRS 9, “Financial instruments” addresses the classification, measurement and recognition of financial assets and financial liabilities. 
The Company is yet to assess IFRS 9’s full impact.
IFRS 15, “Revenue From Contracts with customers” deals with revenue recognition and establishes principles for reporting useful 
information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from 
an entity’s contracts with customers. The Company is assessing the impact of IFRS 15.
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.
Basis of consolidation
The Group financial statements consolidate the financial statements of Versarien plc and its subsidiary undertakings. The Company acquired 
the entire share capital of Versarien Technologies Limited in a share-for-share exchange on 21 March 2013. The Directors note that transactions 
under common control are outside the scope of IFRS 3 and that there is no guidance elsewhere in IFRS covering such transactions. IFRS 
contain specific guidance to be followed where a transaction falls outside the scope of IFRS. This guidance is included at paragraphs 10 to 12 
of IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”. This requires, inter alia, that where IFRS does not include 
guidance for a particular issue, the Directors may also consider the most recent pronouncements of other standard-setting bodies that 
use a similar conceptual framework to develop accounting standards. In this regard, it is noted that United Kingdom Financial Accounting 
Standards Board (ASB) had issued an accounting standard covering business combinations (FRS 6) that is similar in a number of respects 
to IFRS 3. FRS 6 (and US GAAP) does include guidance for accounting for Group reconstructions of this nature. Having considered the 
requirements of IAS 8 and the related UK and US guidance, the transaction by which the Company acquired the entire share capital 
of Versarien Technologies Limited was accounted for on a merger or pooling of interest basis as if both entities had always been combined. 
The combination was accounted for using book values, with no fair value adjustments made nor goodwill created. All other subsidiary 
undertakings are consolidated using acquisition accounting from the date of acquisition.
The Company acquired 85% of the issued share capital of 2-Dtech Limited on 30 April 2014 and accounted for it using the purchase 
method. The consideration was measured at the fair value of equity instruments issued and cash paid by the Company in exchange 
for control of the acquiree.
The Company acquired certain of the assets and business of Custom Systems Limited on 2 February 2015 and accounted for it using 
the purchase method. 
Acquisition-related costs are expensed in the Group Statement of Comprehensive Income. The acquiree’s identifiable assets, liabilities 
and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date. Versarien plc Annual Report 2015 26
Accounting policies continued
For the year ended 31 March 2015
Basis of consolidation continued
Goodwill arising on the acquisition of subsidiaries represents the fair value of the consideration less the fair value of the identifiable 
assets and liabilities acquired and is recognised as an intangible asset. Goodwill is tested annually for impairment and carried at cost 
less accumulated impairment losses.
Associates 
Associates are all entities over which the group has significant influence but not control, generally accompanying a shareholding of between 
20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, 
the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor’s share of the 
profit or loss of the investee after the date of acquisition. The group’s investment in associates includes goodwill identified on acquisition. 
The group’s share of post-acquisition profit or loss is recognised in the income statement, and its share of post-acquisition movements in 
other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the 
investment. When the group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured 
receivables, the group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on 
behalf of the associate. 
The group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this 
is the case, the group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying 
value and recognises the amount adjacent to ‘share of profit/(loss) of associates in the income statement. 
Gains and losses resulting from upstream and downstream transactions between the group and its associate are recognised in the group’s 
financial statements only to the extent of unrelated investor’s interests in the associates. Unrealised losses are eliminated unless the transaction 
provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary 
to ensure consistency with the policies adopted by the group.
Segmental reporting 
The Directors regard the Group’s reportable segments of business to be the development and manufacture of thermal products 
(“Thermal Products”), manufacturing of tungsten carbide products (“Hard Wear Products”), the development and manufacture of 
graphene (“Graphene Products”) and holding company activities (“Central Activities”). The business has no significant geographical 
aspect. Costs are allocated to the appropriate segment as they arise with central overheads apportioned on the basis of time spent by 
central staff on subsidiary affairs. This segmentation is consistent with internal reports to the chief operating decision maker for use 
in assessing business performance and allocating Group resources. The chief operating decision maker is the Chief Executive of the 
Group and the activity of each segment is explained in the Strategic Review.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised 
cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the Income Statement 
over the period of the borrowings using the effective interest method.
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an 
outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised 
for future operating losses. 
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation discounted using 
a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. Any increase 
in the provision due to passage of time is recognised as interest expense.
Intangible assets
Goodwill
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest in the fair value of the identifiable 
assets and liabilities of a subsidiary at the date of acquisition. Goodwill is recognised as an asset and reviewed for impairment annually. 
For the purposes of assessing impairment, assets are grouped in to cash-generating units (CGU) being the lowest levels for which there 
are separately identifiable cash flows. Any impairment is recognised immediately in the Income Statement and is not subsequently reversed. 
When the Group disposes of an interest in a subsidiary, the value of goodwill is reduced by the proportion that relates to the interest being 
disposed of.
Acquired intangible assets
Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual/
legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques. Versarien plc Annual Report 2015 27
Review of the period Strategic report Corporate governance Financial statements
Intangible assets continued
Acquired intangible assets continued
The intangible assets acquired and referred to in note 11 represent the estimated present value of the acquired company’s customer 
relationships in respect of the acquisition of the share capital of Total Carbide Limited and the business of Custom Systems Limited. 
Amortisation of intangible assets is charged on a straight line basis over 5 years and are reviewed annually for impairment.
Research and development
In accordance with IAS 38, it is the Company’s policy to recognise an intangible asset for development of its product once the criteria have 
been met. Otherwise all costs in the research phase will be recognised in the Income Statement for the period in which it is incurred. 
Costs that are directly attributable to the development phase of a product are recognised as intangible assets provided they meet the 
following recognition requirements:
  completion of the intangible asset is technically feasible so that it will be available for use or sale;
  the Company intends to complete the intangible asset and use or sell it;
  the Company has the ability to use or sell the intangible asset;
  the intangible asset will generate probable future economic benefits. Among other things, this requires that there is a market for the 
output from the intangible asset or for the intangible asset itself, or, if it is to be used internally, the asset will be used in generating 
such benefits;
  there are adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
  the expenditure attributable to the intangible asset during its development can be measured reliably.
Development costs not meeting these criteria for capitalisation are expensed as incurred. Capitalised development costs are written 
off over a period of four years from the point at which commercial production of commences.
Licence accounting
In line with IAS 38 it is the Company’s policy to recognise an intangible asset when:
(a) a financial instrument is deemed separable from the entity, can be sold, transferred, licensed, rented or exchanged;
(b) a financial instrument arises from a contractual or other legal rights;
(c) future economic benefits are expected from the financial instrument; and
(d) the cost of the asset can be measured reliably.
Management believes the commitment to purchase the VersarienCu technology licence meets the criteria above.
Amortisation is applied to an intangible asset where management believes the useful life of the asset is finite; in accordance with IAS 38 
the useful life shall not exceed the period of contractual or other legal rights. As such management believes the appropriate amortisation 
rate for the licence to metal foam technology is as follows:
  Licence – Straight line over five years.
The amortisation charge for the year is included in administration expenses.
Property and equipment
Property and equipment are stated at cost less depreciation and any provision for impairment.
Depreciation
Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset on a straight line basis over 
its expected useful life. The rates of depreciation are as follows:
Leasehold improvements over the term of the lease 
Plant and equipment one to 15 years
Financial instruments
Financial assets and financial liabilities and equity are recognised on the Group’s balance sheet when the Group becomes a party to the 
contractual provisions of the instrument.
Inventories
Inventory is valued at the lower of cost and net realisable value. Cost comprises all direct expenditure and production overheads based 
on a normal level of activity. Provision is made for obsolete, slow moving and defective inventory. Cost is calculated on a first-in, first-out 
basis and net realisable value represents the estimated sales value less costs to completion. Versarien plc Annual Report 2015 28
Accounting policies continued
For the year ended 31 March 2015
Trade and other receivables
Trade and other receivables do not carry any interest and are stated at amortised cost as reduced by appropriate allowances for estimated 
irrecoverable amounts. Provisions for losses are made when there is objective evidence that settlement according to original conditions 
will not be received.
Cash
Cash and cash equivalents comprise cash at bank and in hand and short-term deposits.
Trade payables
Trade payables are not interest bearing and are stated at their amortised cost.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Current and deferred tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent 
that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other 
comprehensive income or directly in equity, respectively. 
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. 
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject 
to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities.
Deferred taxation is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities 
in the financial statements and corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance 
sheet liability method.
Deferred taxation liabilities are generally recognised on all taxable temporary differences. Deferred taxation assets are recognised to the 
extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
Deferred taxation is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised 
based on tax laws and rates that have been enacted at the balance sheet date. The carrying value of deferred taxation assets is reviewed 
at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available against 
which taxable temporary differences can be utilised. Deferred tax is charged or credited to the statement of comprehensive income, 
except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Share-based payments
The Group issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair 
value (excluding the effect of non-market based vesting conditions) at the date of grant. The fair value determined at the grant date of the 
equity-settled share-based payments is expensed on a straight line basis over the vesting period, based on the Group’s estimate of shares 
or options that will eventually vest.
Fair value is measured using the Black-Scholes pricing model. The expected life used in the model has been adjusted, based 
on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the Group’s 
activities and is shown net of value-added tax, returns, rebates and discounts. The Group recognises revenue when the amount of revenue 
can be reliably measured upon despatch to the customer and it is probable that future economic benefits will flow to the entity. 
Grant income recognition
Grant income is recognised in the Income Statement on a receivable basis. A grant, contribution or donated asset may be received subject 
to a condition that it be returned to the transferor if a specified future event does or does not occur. A return obligation does not arise until 
such time as it is expected that the condition will be breached and a liability is not recognised until that time. Such conditions do not prevent 
the grant, contribution or donated asset being recognised as income in the statement of profit or loss and other comprehensive income. 
Capital grants are recognised over the useful life of the funded asset. Versarien plc Annual Report 2015 29
Review of the period Strategic report Corporate governance Financial statements
Foreign currencies
Assets and liabilities in foreign currencies are translated into Sterling at the rates of exchange ruling at the Statement of Financial Position 
date. Transactions in foreign currencies are translated into Sterling at the rate of exchange ruling at the date of transaction. Exchange 
differences are taken into account in arriving at the operating result.
Operating leases
Amounts due under operating leases are charged to the Income Statement in equal annual instalments over the period of the lease.
Finance leases
Tangible fixed assets acquired under finance leases and hire purchase agreements are recognised and disclosed under tangible fixed 
assets at their fair value or the present value of minimum lease payments if lower. The capital element of the future payments is treated 
as a liability and the interest is charged to the Income Statement on a straight line basis.
Impairment
At each balance sheet date, the Group reviews the carrying amounts of its property and equipment and intangible assets with finite lives 
to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable 
amount of the asset is estimated in order to determine the extent of the impairment loss. Where it is not possible to estimate the recoverable 
amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Goodwill arising on acquisition is allocated to cash-generating units. The recoverable amount of the cash-generating unit to which goodwill 
has been allocated is tested for impairment annually, or on such other occasions that events or changes in circumstances indicate that it 
might be impaired. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the 
carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. Impairment losses are recognised as an 
expense immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised 
estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have 
been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. Impairment losses relating 
to goodwill are not reversed.
Exceptional items
Exceptional items are defined as items of income and expenditure which, in the opinion of the Directors, are material and unusual in 
nature or of such significance that, in order to give a full understanding of the Group’s underlying financial performance, they require 
separate disclosure on the face of the Comprehensive Income Statement in accordance with IAS 1 “Presentation of Financial Statements”. Versarien plc Annual Report 2015 30
Notes to the financial statements
For the year ended 31 March 2015
1. Financial risk management
Financial risk factors
The Group’s business activities are set out in the Chief Executive’s review and Strategic Report on pages 5 to 9. These activities expose 
the Group to a number of financial risks. The following describes the Group’s objectives, policies and processes for managing these risks 
and the methods used to measure them.
(a) Capital risk management
The Group’s objectives for managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns 
for shareholders and benefits for other stakeholders and to maintain an efficient capital structure to manage the cost of capital. In order 
to maintain or adjust the capital structure, the Group may issue new shares. There were no changes in the Group’s approach to capital 
management during the year.
(b) Foreign currency risk
Foreign currency risk arises both where sale or purchase transactions are undertaken in currencies other than the respective functional 
currencies of Group companies. The Group is exposed to the changes in foreign currency exchange rates between a number of different 
currencies but the Group’s primary exposures relate to the Euro.
The Group’s policy is not to hedge its exposure using financial instruments, but to mitigate exposure by natural hedges as far as possible. 
If the currencies to which the Group is exposed had strengthened by 10% the reported loss after taxation would have been £898,000.
(c) Interest rate risk
The Group currently uses some invoice discounting advances to fund working capital requirements and holds surplus funds on deposit. 
Interest rate risks are not hedged. If the interest rates to which the Group is exposed had increased by 1% the reported loss after taxation 
would have been £839,000.
(d) Credit risk
The Group’s credit risk is primarily attributable to its trade receivables and other current assets. The amounts recognised in the balance 
sheet are net of provision for doubtful debts. Trade receivables are subject to credit limits. Credit risk associated with cash balances is 
managed by transacting with financial institutions of high quality.
The maximum exposure to credit risk for trade receivables and other current assets is represented by their carrying amount.
(e) Liquidity risk
The Group seeks to manage liquidity risk to ensure sufficient liquidity is available to meet the requirements of the business and to invest 
cash assets safely and profitably. The Board reviews regularly available cash to ensure there are sufficient resources for working capital 
requirements and to meet the Group’s financial commitments.
At 31 March 2014 and 31 March 2015 all amounts shown in the Group Statement of Financial Position under current assets and current 
liabilities mature for payment within one year.
2. Significant accounting estimates and judgements
Sources of estimation uncertainty
The preparation of the financial statements requires the Group to make estimates, judgements and assumptions that affect the reported 
amount of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. The Directors base their 
estimates on historical experience and various other assumptions that they believe are reasonable under the circumstances, the results 
of which form the basis for making judgements about the carrying value of assets and liabilities that are not readily apparent from other 
sources. Actual results may differ from these estimates under different assumptions or conditions.
Critical accounting estimates and judgements
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates and assumptions 
that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues 
and expenses during the reporting period.
Estimates and judgements are continually made and are based on historic experience and other factors, including expectations of future 
events that are believed to be reasonable in the circumstances.
As the use of estimates is inherent in financial reporting, actual results could differ from these estimates. The Directors believe the 
following to be the key areas of estimation and judgement:
(i) Goodwill impairment
The recoverable amount of goodwill is determined based on value-in-use calculations of the cash-generating units to which it relates. Further 
detail on key assumptions, including growth rates, discount rates and the time period of these value-in-use calculations is given in note 11.
(ii) Fair value of identifiable net assets acquired
Upon acquisition of a business, its identifiable assets and liabilities are assessed to determine their fair value. The values attributed to assets and 
liabilities as part of this process are, where appropriate, based on market values identified for equivalent assets, together with management’s 
experience and assessments including comparison to the carrying value of assets of a similar condition and age in the existing business. Versarien plc Annual Report 2015 31
Review of the period Strategic report Corporate governance Financial statements
2. Significant accounting estimates and judgements continued
Critical accounting estimates and judgements continued
(iii) Useful economic lives of intangible and tangible assets
In relation to the Group’s finite life, intangible assets and property, plant and equipment, useful economic lives and residual values of 
assets have been established using historical experience and an assessment of the nature of the assets involved. Assets are assessed 
on an ongoing basis to determine whether circumstances exist that could lead to potential impairment of the carrying value of such assets.
3. Segmental information – business and geographical segments
At 31 March 2015 the Group is organised into three business segments. Central costs are reported separately.
Information reported to the Group’s Chief Executive for the purposes of resource allocation and assessment of segment performance 
is focused on the three principle activities of the engineering of versatile materials and the manufacturing of tungsten carbide parts 
and, accordingly, the Group’s reportable segments under IFRS 8 are based on these activities.
Segment profit/(loss) represents the profit/(loss) earned by each segment, including a share of central administration costs, which 
are allocated on the basis of actual use or pro rata to sales. This is the measure reported to the Chief Executive Officer for the purposes 
of resource allocation and assessment of segment performance.
The segment analysis for the period ended 31 March 2015 is as follows:
Central
£’000
Graphene
Products
£’000
Thermal
 Products
£’000
Hard Wear
Products
£’000
Intra-group
adjustments
£’000
Total
£’000
Revenue from services — 33 355 4,594 — 4,982
Gross (loss)/profit — (3) 60 1,841 (5) 1,893
Other operating income — 120 6 — — 126
Operating expenses (768) (357) (773) (957) (28) (2,883)
(Loss)/profit from operations (768) (240) (707) 884 (33) (864)
Finance income/(charge) 11 — (10) (3) — (2)
(Loss)/profit before tax (757) (240) (717) 881 (33) (866)
Total assets 8,064 228 1,150 3,688 (4,228) 8,902
Total liabilities (347) (375) (1,782) (679) 1,608 (1,575)
Net assets/net (liabilities) 7,717 (147) (632) 3,009 (2,620) 7,327
Capital expenditure 4 2 27 222 — 255
Depreciation/amortisation 0 10 29 157 25 221
The segment analysis for the period ended 31 March 2014 is as follows:
Central
£’000
Graphene
Products
£’000
Thermal 
Products
£’000
Hard Wear
Products
£’000
Intra-group
adjustments
£’000
Total
£’000
Revenue from services — — 4 2,949 — 2,953
Gross (loss)/profit — — (25) 1,097 — 1,072
Other operating income 30 — 68 — — 98
Operating expenses (389) — (619) (784) (19) (1,811)
(Loss)/profit from operations (359) — (576) 313 (19) (641)
Finance charge — — (10) (2) — (12)
(Loss)/profit before tax (359) — (586) 311 (19) (653)
Total assets 3,438 — 258 2,953 (2,972) 3,677
Total liabilities (114) — (173) (864) 73 (1,078)
Net assets/net (liabilities) 3,324 — 85 2,089 (2,899) 2,599
Capital expenditure 1 — 29 21 — 51
Depreciation/amortisation — — 34 140 20 194 Versarien plc Annual Report 2015 32
Notes to the financial statements continued
For the year ended 31 March 2015
3. Segmental information – business and geographical segments continued
Geographical information
The Group’s revenue from external customers and information about its segment assets by geographical location are detailed below:
Revenue from
external customers Non-current assets
2015
£’000
2014
£’000
2015
£’000
2014
£’000
United Kingdom 3,454 2,378 2,990 1,742
Rest of Europe 818 515 — —
North America 11 3 — —
Other 699 57 — —
4,982 2,953 2,990 1,742
4. Other operating income
2015
£’000
2014
£’000
Grant income 126 68
Other income — 30
Total 126 98
5. Expenses by nature
Expenses included in operating expenses are analysed below:
2015
£’000
2014
£’000
Operating expenses
Employee costs (salaries, national insurance and pension) 2,630 1,378
Share-based payments 59 18
Research and development 395 240
Depreciation 173 152
Loss on foreign currency translation 10 14
Amortisation 48 42
Operating lease rentals:
– machinery, equipment and vehicles 22 15
– land and buildings 206 116
Audit services:
– fees payable to Company auditor for the audit of the parent company and consolidated financial statements 17 17
– the audit of the Company’s subsidiaries pursuant to legislation 24 18
Non-audit services:
– flotation fees — 105
– audit related assurance services 4 9
The 2014 audit fee relates to the previous auditors, BDO LLP. Versarien plc Annual Report 2015 33
Review of the period Strategic report Corporate governance Financial statements
6. Exceptional items
2015
£’000
2014
£’000
Restructuring costs 162 50
Acquisition costs 76 147
Associate start-up costs 69 —
307 197
Exceptional costs include £76,000 of acquisition and potential acquisition costs (2014: £147,000), £69,000 of initial start-up costs for the 
associate DV Composite Tooling (2014: £nil) and £162,000 of restructuring costs (2014: £50,000). The restructuring costs in the current 
year relate to the impending relocation of Total Carbide following the expected termination of its factory lease in 2016 (2014: £nil).
7. Net finance charge
Finance costs
2015
£’000
2014
£’000
Bank and lease interest charges 3 2
Licence interest charges 10 10 
Finance income 
Bank deposit income (11) —
Net finance charge 2 12
8. Directors and employees
The average monthly number of employees, including Executive Directors, employed by the Group during the period was:
2015
Number
2014
Number
Manufacturing 44 31
Sales, technical and administration 23 12
67 43
The aggregate remuneration was as follows:
2015
£’000
2014
£’000
Wages and salaries 2,317 1,250
Social security costs 237 128
Other pension costs 17 —
Share-based payment charge – equity settled 59 18
2,630 1,396
Details of directors’ remuneration are included in the Remuneration report on page 16. Versarien plc Annual Report 2015 34
Notes to the financial statements continued
For the year ended 31 March 2015
9. Taxation
2015
£’000
2014
£’000
UK corporation tax on profits of the year — —
Deferred tax — —
Tax on loss on ordinary activities — —
The tax assessed for the year is lower (2014: lower) than the standard rate of corporation tax in the UK. The differences are explained below:
2015
£’000
2014
£’000
Loss before tax (866) (653)
Loss before tax at the effective rate of corporation tax in the UK of 21% (2014: 23.0%) (182) (150)
Effects of:
Expenses not deductible for tax purposes 60 31
Capital allowances in excess of depreciation (104) (26)
Unrelieved losses arising in the year 250 190
Recognised losses brought forward (24) 41
Other adjustments — (86)
Tax charge for the year — —
In the financial period under review, the Group incurred a trading loss. The trading loss to be carried forward against future trading 
profits for corporation tax purposes was £2,992,000 (2014: £1,398,000). These losses will reduce the tax charge of future years until they 
are utilised. No deferred tax asset has been recognised, as there is currently insufficient certainty as to the precise timing of when the 
asset would be recovered. The unrecognised asset amounts to £574,000 (2014: £369,000) being £598,000 (2014: £304,000) of trading 
losses net against a capital allowances (liability)/asset of £(24,000) (2014:£65,000) leaving the remaining asset as unrecognised. 
In accordance with IAS 12 a deferred tax asset of £65,000 has been recognised in relation to the fair valuation of net assets acquired 
on the acquisition of Total Carbide.
10. Loss per share
The calculation of the basic loss per share for the years ended 31 March 2015 and 31 March 2014 is based on the losses attributable to the 
shareholders of Versarien plc Group divided by the weighted average number of shares in issue during the year. The calculation of diluted 
earnings per share is based on the basic earnings per share adjusted to allow for the issue of shares on the assumed conversion of all 
dilutive options. However, in accordance with IAS 33 “Earnings Per Share” potential Ordinary shares are only considered dilutive when 
their conversion would decrease the profit per share or increase the loss per share. As at 31 March 2015 there were 5,956,000 (2014: 3,943,000) 
potential Ordinary shares which have been disregarded in the calculation of diluted earnings per share as they were considered non-dilutive 
at that date.
Loss 
attributable to 
owners of parent
company
£’000
Weighted 
average 
number of 
shares
‘000
Basic loss 
per share
pence
Year ended 31 March 2015 (830) 103,583 (0.80)
Year ended 31 March 2014 (653) 77,118 (0.85) Versarien plc Annual Report 2015 35
Review of the period Strategic report Corporate governance Financial statements
11. Intangible assets
Goodwill
£’000
Other 
intangibles
£’000
Total
£’000
Cost
At 1 April 2013 (unaudited) — 165 165
Acquisition of Total Carbide Limited 354 123 477
Additions — 18 18
At 1 April 2014 354 306 660
Acquisitions 659 28 687
Additions — 277 277
At 31 March 2015 1,013 611 1,624
Accumulated amortisation and impairment
At 1 April 2013 (unaudited) — 32 32
Amortisation charge — 42 42
At 1 April 2014 — 74 74
Amortisation charge — 48 48
At 31 March 2015 — 122 122
Carrying value
At 31 March 2015 1,013 489 1,502
At 31 March 2014 354 232 586
Impairment
Goodwill arising on consolidation represents the excess of the fair value of the consideration for an acquisition over the fair value of the 
Group’s share of the net assets of the acquired subsidiary at the date of acquisition and is reviewed annually for impairment. 
Goodwill acquired in a business combination is allocated, at acquisition, to the business segments (“cash-generating units”) detailed in note 3 
“Segmental Reporting” as follows:
Opening
£’000
Additions
£’000
Closing
£’000
Hard Wear Products 354 — 354
Graphene Products — 659 659
Thermal Products — — —
354 659 1,013
The recoverable amount of all cash-generating units has been determined based on value-in-use calculations using pre-tax cash flow 
projections based on financial projections approved by management covering a five-year period. The key assumptions to which the 
value-in-use calculation is most sensitive are those regarding the discount rates, growth rates and expected changes to selling prices 
and costs during the period. The rate used to discount forecast cash flow is 12%, which was deemed to be the Group’s weighted average 
cost of capital. Short-term growth rates for mature products is assumed to be 2% and for embryonic technology products is 75%.
Other intangible assets
31 March 2015
£’000
31 March 2014
£’000
Customer relationships/order books 108 103
Development costs 346 67
Licence 35 62
Total 489 232
The fair value of customer relationships acquired as part of business combinations is based on the estimated cash flows from major customers 
over a five-year period and assumes attrition of 20% per annum and a discount factor of 19.6%. It is amortised on a straight line basis 
over five years. Versarien plc Annual Report 2015 36
Notes to the financial statements continued
For the year ended 31 March 2015
11. Intangible assets continued
Other intangible assets continued
On 1 May 2014 the Company completed the acquisition of 85% of the issued share capital of 2-Dtech Limited for a consideration of £740,000 
comprising cash of £220,000, 846,153 Ordinary shares at a price of 26 pence per share and a commitment to fund vendor projects at a 
maximum cost of £300,000. The purchase of 2-Dtech provided the Group with a low-cost entry into graphene development. Goodwill arising 
from the transaction represents the opportunity to participate on the graphene market. Revenues and results of 2-Dtech are disclosed in 
the segmental analysis at note 3 under “Graphene Products”. Had 2-Dtech been acquired at the start of the accounting period the revenue 
for the business would have increased by £26,000 and losses for the year by £7,000.
On 2 February 2015 Versarien Technologies acquired out of administration parts of the business of Custom Systems Limited for an initial 
cash consideration of £206,000 revised to £191,000 to expand the company’s thermal product offering including extruded aluminium products 
and heat sinks for the electronics and computing industries as well as for large machinery and generators. Included with the results for 
the year are revenues of £332,000 and profits of £38,000. As the business was purchased out of Administration results for the period from 
1 April 2014 to the date of acquisition are not available to disclose the results of the combined entity had it been purchased at the start 
of the financial year.
The provisional fair value of the assets and liabilities acquired were as follows:
2-Dtech
£’000
Custom Systems
£’000 Total
Non-current assets
Intangible assets — 28 28
Property, plant and equipment 126 127 253
126 155 281
Current assets
Inventories 10 36 46
Trade and other receivables 42 — 42
Cash and cash equivalents 257 — 257
309 36 345
Total assets 435 191 626
Current liabilities
Trade and other payables (78) — (78)
Accruals and deferred income (262) — (262)
Total liabilities (340) — (340)
Net assets acquired 95 191 286
Non-controlling interest (14) — (14)
Goodwill 659 — 659
Consideration 740 191 931
 
Consideration satisfied by: 
Shares issued 220 — 220
Cash 220 191 411
Deferred consideration 300 — 300
740 191 931 Versarien plc Annual Report 2015 37
Review of the period Strategic report Corporate governance Financial statements
12. Property, plant and equipment
Group
Plant and
equipment
£’000
Leasehold 
improvements
£’000
Total
£’000
Cost
At 1 April 2013 (unaudited) 66 13 79
On acquisition of Total Carbide Limited 5,389 — 5,389
Additions 33 — 33
At 1 April 2014 5,488 13 5,501
Acquisitions 290 — 290
Additions 255 — 255
Disposals (29) (13) (42)
At 31 March 2015 6,004 — 6,004 
Accumulated depreciation
At 1 April 2014 (unaudited) 3 7 10
On acquisition of Total Carbide Limited 4,248 — 4,248
Charge for the year 146 6 152
At 1 April 2014 4,397 13 4,410
Acquisitions 37 — 37
Charge for the year 173 — 173
Disposals (26) (13) (39)
At 31 March 2015 4,581 — 4,581
Net book value
At 31 March 2015 1,423 — 1,423
At 31 March 2014 1,091 — 1,091
Plant and equipment includes the following amounts where the Group is a lessee under finance leases and hire purchase contracts:
Group
2015
£’000
Group
2014
£’000
Cost 122 122
Accumulated depreciation (38) (30)
Net book value 84 92 Versarien plc Annual Report 2015 38
Notes to the financial statements continued
For the year ended 31 March 2015
12. Property, plant and equipment continued
Company
Plant and
equipment
£’000
Cost
At 1 April 2014 1
Additions 4
At 31 March 2015 5
Accumulated depreciation
At 1 April 2014 —
Charge for the year 1
At 31 March 2015 1
Net book value
At 31 March 2015 4
At 31 March 2014 1
13. Investment in subsidiaries
Company
2015
£’000
Company
2014
£’000
Cost
At the start of the year 2,951 —
Investment in the year 740 2,951
At the year end 3,691 2,951
The Company has investments in the following principal subsidiary undertakings, which have been included in the consolidation.
Country of
incorporation
Class of
capital %
Versarien Technologies Limited
– principal activity is the engineering of versatile materials England Ordinary 100.0
Total Carbide Limited
– principal activity is the manufacture of tungsten carbide parts England Ordinary 100.0
2-Dtech Limited – principal activity is the development and supply of early stage 
graphene products England Ordinary 85.0
Versarien Properties Limited – principal activity is holding licenses for rental properties England Ordinary 100.0
The Group holds 49.9% of the Ordinary share capital of DV Composite Tooling Limited, which has been accounted for as an associate. 
DV provides cutting solutions to the composites industry and is incorporated in England, which is its principal place of business. 
It is accounted for using the equity method and the unrecognised share of losses is £8,000.
14. Inventory
Group
2015
£’000
Group
2014
£’000
Company
2015
£’000
Company
2014
£’000
Raw materials 616 368 — —
Work in progress 234 306 — —
Finished goods 259 91 — —
1,109 765 — — Versarien plc Annual Report 2015 39
Review of the period Strategic report Corporate governance Financial statements
15. Trade and other receivables
Group
2015
£’000
Group
2014
£’000
Company
2015
£’000
Company
2014
£’000
Trade receivables 1,087 829 — —
Due from Group undertakings — — 1,598 —
Social security and other taxes — 15 — —
Other debtors 22 15 10 1
Prepayments and accrued income 163 96 4 31
1,272 955 1,612 32
Group
2015
£’000
Group
2014
£’000
Company
2015
£’000
Company
2014
£’000
Trade receivables not past due 1,105 790 — —
Trade receivables past due but not impaired 7 64 — —
Gross trade receivables at 31 March 2015 1,112 854 — —
Provision for bad debt at 1 April (25) — — —
Debt provisions provided for in the year — (25) — —
Provision for bad debt at 31 March (25) (25) — —
Net trade receivables at 31 March 1,087 829 — —
The Directors consider that the carrying amount of trade receivables approximates to their fair value. Debts provided for and written off 
are determined on an individual basis and included in operating expenses in the financial statements. The Group’s maximum exposure 
on credit risk is fair value on trade receivables as presented above. The Group has no pledge as security on trade receivables.
The gross carrying amounts of trade and other receivables are denominated in the following currencies:
Group
2015
£’000
Group
2014
£’000
Company
2015
£’000
Company
2014
£’000
Sterling 1,188 702 1,612 32
US Dollar — 33 — —
Euro 23 56 — —
Other 61 38 — —
1,272 829 1,612 32
16. Trade and other payables
Group
2015
£’000
Group
2014
£’000
Company
2015
£’000
Company
2014
£’000
Trade payables 437 360 6 24
Other payables 214 18 — —
Payables to Group undertakings — — — 64
Social security and other taxes 113 112 15 13
Accruals and deferred income 91 59 27 13
855 549 48 114
The Directors consider that the carrying amount of trade payables approximates to their fair value. Versarien plc Annual Report 2015 40
Notes to the financial statements continued
For the year ended 31 March 2015
17. Non-current trade and other payables
Group
2015
£’000
Group
2014
£’000
Company
2015
£’000
Company
2014
£’000
Deferred licence cost 53 85 — —
Deferred grant income 128 30 — —
181 115 — —
18. Provisions
Group
2015
£’000
Group
2014
£’000
Company
2015
£’000
Company
2014
£’000
Leasehold dilapidations 203 200 — —
Deferred consideration on the acquisition of 2-Dtech Limited (note 11) 300 — 300 —
503 200 300 —
19. Borrowings
Group
2015
£’000
Group
2014
£’000
Company
2015
£’000
Company
2014
£’000
Invoice discounting facilities — 156 — —
Obligations under finance leases and hire purchase contracts 36 58 — —
36 214 — —
Group
2015
£’000
Group
2014
£’000
Company
2015
£’000
Company
2014
£’000
Short-term borrowings — 156 — —
Current portion of long-term borrowings 23 24 — —
Long-term borrowings 13 34 — —
36 214 — —
Analysis of repayments
Group
2015
£’000
Group
2014
£’000
Company
2015
£’000
Company
2014
£’000
Invoice discounting facilities – within one year — 156 — —
Finance leases and hire purchase contracts:
Within one year 23 24 — —
In two to five years 13 34 — —
36 214 — —
Invoice discounting facilities of £nil (2014: £154,000) are secured by debentures and charges over certain Group assets and attract interest 
at 2.75% over currency base rate. Finance leases and hire purchase contracts of £36,000 attract interest at 3.3% above base rate. Versarien plc Annual Report 2015 41
Review of the period Strategic report Corporate governance Financial statements
20. Called up share capital and share premium
Group and Company
Number 
of shares
’000
Called up share
capital
£’000
Share 
premium
£’000
Total
£’000
At 1 April 2013 (unaudited) 52,872 529 — 529
Issue of shares at 12.25 pence per share 30,204 302 2,434 2,736
Expenses of share issue — — (581) (581)
At 1 April 2014 83,076 831 1,853 2,684
Issue of shares at 12.25 pence per share 445 4 50 54
Issue of shares at 26 pence per share 22,000 220 5,500 5,720
Expenses of share issue — — (253) (253)
At 31 March 2015 105,521 1,055 7,150 8,205
In connection with the acquisition of 2-Dtech Limited, the Company raised £5,500,000 (before expenses) through the placing of 21,153,847 
new Ordinary shares at 26 pence per share and issued 846,153 new Ordinary shares at 26 pence per share as part of the consideration for 
2-Dtech. During the year, options to acquire 445,000 Ordinary shares at 12.25 pence per share were exercised.
21. Share options
The Company has an option scheme for Executive Directors and employees, the Versarien plc Share Option Plan, created on 12 June 2013, 
which has received Inland Revenue approval. All options are granted at the market value of the shares at the date of grant. The share option 
scheme runs for a period of ten years. Employees are eligible to participate in the scheme at the invitation of the Board. No payment is 
required from option holders on the grant of an option. No performance conditions or market conditions are attached to these options 
other than in respect of 2,102,000 options issued during the year.
Movements in the number of share options outstanding and their related weighted average exercise prices were as follows:
2015
Weighted 
average 
exercise price 
in pence 
per share
Options
(‘000s)
2014
Weighted 
average 
exercise price
 in pence 
per share
Options
(‘000s)
At 1 April 2014 12.69p 3,943 — —
Granted 29.00p 2,762 12.89p 4,031
Exercised 12.25p (110) — —
Lapsed 12.25p (639) 12.25p (88)
At 31 March 2015 20.31p 5,956 12.69p 3,943
Of the 5,956,000 outstanding options (2014: 3,943,000), 1,065,00 had vested at 31 March 2015 (2014: nil).
Share options outstanding at the end of the year have the following expiry date and exercise prices:
Year of grant Exercise period
Exercise price
pence per share
2015
Number
(’000s)
2014
Number
(’000s)
2013 2014–2023 12.25p 2,665 3,414
2013 2014–2023 15.50p 529 529
2014 2015–2024 29.00p 2,762 —
5,956 3,943
The weighted average fair value of options granted to Executive Directors and employees during the year determined using the Black-Scholes 
valuation model was 8.1 pence per option. The significant inputs into the model were exercise price shown above, volatility of 41%, dividend 
yield of 0%, expected option life of three years and annual risk-free interest rate of 1.1%. Future volatility has been estimated based on 
comparable information rather than historical data. 
The Company issued options to its joint brokers to acquire 1,661,522 Ordinary shares at flotation, exercisable at 12.25 pence per share 
for four years from 12 June 2014. Options have been exercised to acquire 335,129 Ordinary shares during the year.  Versarien plc Annual Report 2015 42
Notes to the financial statements continued
For the year ended 31 March 2015
22. Other reserves
The merger reserve was created on the reconstruction of the Group following the acquisition of Versarien Technologies Limited. The share-based 
payment reserve was created as a result of the issue of share options. The fair value of equity-settled share-based payments is expensed 
on a straight line basis over the vesting period and the amount expensed in each year is credited to the share-based payment reserve. 
The movement in reserves for the years ended 31 March 2014 and 2015 is set out in the Group Statement of Changes in Equity.
23. Operating lease commitments
The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
2015 2014
Plant, 
equipment
and vehicles
£’000
Land and 
buildings
£’000
Plant,
equipment
and vehicles
£’000
(unaudited)
Land and 
buildings
£’000
(unaudited)
Group
Within one year 18 187 18 173
From two to five years 11 91 20 158
After five years — — — —
24. Cash flows from operating activities
Group Company
2015
£’000
2014
£’000
2015
£’000
2014
£’000
Loss before tax (866) (653) (756) (359)
Adjustments for:
 Share-based payments 59 35 59 35
 Depreciation 173 152 1 —
 Amortisation 48 42 — —
 Disposal of non-current assets 3 — —
 Finance cost 2 12 (11) —
 Increase in trade and other receivables (275) (131) 27 (32)
 Increase in inventories (298) (61) — — 
 (Decrease)/increase in trade and other payables 35 (111) (66) 115
Cash flows from operating activities (1,119) (715) (746) (241)
25. Post balance sheet events
2-Dtech Limited has signed an agreement with the University of Manchester and the University of Ulster to vary the terms of the agreement 
existing at the time of the acquisition of 2-Dtech relating to the production of graphene using exfoliation methods. Under the terms of the 
variation 2-Dtech has undertaken to pay £140,000 to the University of Manchester in equal quarterly instalments over a period of 2 years 
in return for them forgoing patent and income sharing rights arising from graphene production. Under a revised agreement with 
the University of Ulster 2-Dtech is now entitled to 60% of the patent rights and the lesser of 98.4% of sales revenues and 90% of profits 
arising from graphene production.
26. Related party transactions
Group Company
2015 2014 2015 2014
£’000 £’000 £’000 £’000
Net service transactions with subsidiaries — — 199 174
Loans to subsidiaries — — 1,607 574
Year-end balance due from/(to) subsidiaries — — 1,598 (64)
Transactions with associates 16 — 16 —
Year-end balances due from associates 9 — 9 — Versarien plc Annual Report 2015 43
Review of the period Strategic report Corporate governance Financial statements
Notice is hereby given that the Annual General Meeting (AGM) of Versarien plc (the “Company”) will be held at the offices 
of PricewaterhouseCoopers LLP at 7 More London Riverside, London SE1 2RT on Thursday 24 September 2015 at 11.00am 
for the following purposes:
To consider and, if thought fit, pass the following resolutions, of which resolutions 1 to 4 will be proposed as ordinary resolutions 
and resolutions 5 and 6 will be proposed as special resolutions:
Ordinary business
1.  To receive the report of the Directors and the audited financial statements for the year ended 31 March 2015 together with the report 
of the independent auditor thereon.
2.  That PricewaterhouseCoopers LLP be and is hereby re-appointed as the independent auditor of the Company for the year ending 
31 March 2016 to hold office until the end of the next period for appointing the auditor in accordance with the provisions of Part 16 of 
the Companies Act 2006 and that the Directors be authorised to fix the remuneration of the auditor for the year ending 31 March 2016 
and for subsequent financial years or unless this authority is either revoked or varied.
3.  To re-appoint Neill Ricketts as a Director.
Special business
4.  To consider and, if thought fit, pass the following resolution, which will be proposed as an ordinary resolution:
  THAT, in substitution for all existing and unexercised authorities and powers, the Directors of the Company be and are hereby generally 
and unconditionally authorised for the purpose of Section 551 of the Companies Act 2006 (the “Act”) to exercise all or any of the powers 
of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company 
(“Rights”) up to an aggregate nominal value of £351,737 to such persons at such times and generally on such terms and conditions as 
the Directors may determine (subject always to the Articles of Association of the Company) provided that this authority shall, unless 
previously renewed, varied or revoked by the Company in general meeting, expire at the conclusion of the Company’s next Annual General 
Meeting save that the Directors of the Company may, before the expiry of such period, make an offer or agreement which would or might 
require shares to be allotted or Rights to be granted (as the case may be) after the expiry of such period and the Directors of the Company 
may allot shares or grant Rights (as the case may be) in pursuance of such offer or agreement as if the authority conferred hereby had 
not expired.
5. To consider and, if thought fit, pass the following resolution, which will be proposed as a special resolution:
  THAT, subject to and conditional upon the passing of the resolution numbered 4 in the notice convening the meeting at which this 
resolution was proposed and in substitution for all existing and unexercised authorities and powers, the Directors of the Company be 
and are hereby empowered pursuant to Section 570 of the Act to allot equity securities (as defined in Section 560 of the Act) pursuant 
to the authority conferred upon them by resolution 4 as if Section 561 of the Act did not apply to any such allotment provided that this 
authority and power shall be limited to:
 (a)  the allotment of equity securities in connection with a rights issue or similar offer in favour of ordinary shareholders where the 
equity securities respectively attributable to the interest of all ordinary shareholders are proportionate (as nearly as may be) to 
the respective numbers of Ordinary shares held by them subject only to such exclusions or other arrangements as the Directors 
of the Company may consider appropriate to deal with fractional entitlements or legal and practical difficulties under the laws 
of, or the requirements of any recognised regulatory body in, any territory; and
 (b)  the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount 
of £105,521, 
  PROVIDED THAT this authority shall, unless previously renewed, varied or revoked by the Company in general meeting, expire at the 
conclusion of the Company’s next Annual General Meeting save that the Company may before such expiry make an offer or agreement 
which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in 
pursuance of such offer or agreement as if the power conferred hereby had not expired.
Notice of Annual General Meeting Versarien plc Annual Report 2015 44
Notice of Annual General Meeting continued
Special business continued
6. To consider and, if thought fit, pass the following resolution, which will be proposed as a special resolution:
  THAT the Company be and is hereby generally and unconditionally authorised for the purposes of Section 701 of the Act to make one 
or more market purchases (within the meaning of Section 693(4) of the Act) on the London Stock Exchange of ordinary shares of 1 pence 
each in the capital of the Company provided that:
 (a)   the maximum aggregate number of shares hereby authorised to be purchased is 10,552,100 Ordinary shares of 1 pence each 
(representing 10% of the Company’s issued share capital at the date of this notice);
 (b)  the minimum price which may be paid for such shares is 1 pence per share;
 (c)   the maximum price (exclusive of expenses) which may be paid for an Ordinary share shall not be more than 105% of the average 
closing middle market quotation for an Ordinary share as derived from the AIM appendix to the Stock Exchange Daily Official List 
for the five business days immediately preceding the date on which the Ordinary share is purchased;
 (d)  unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the conclusion of the Company’s 
next Annual General Meeting; and
 (e)  the Company may make a contract or contracts to purchase Ordinary shares under the authority hereby conferred prior to 
the expiry of such authority, which will or may be executed wholly or partly after the expiry of such authority, and may make 
a purchase of Ordinary shares in pursuance of any such contract or contracts.
By order of the Board
Christopher Leigh
Company Secretary
7 August 2015 Versarien plc Annual Report 2015 45
Review of the period Strategic report Corporate governance Financial statements
Explanatory notes to the Notice of Annual General Meeting
The notes on this page give an explanation of the proposed resolutions.
Resolutions 1 to 4 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the 
votes cast must be in favour of the resolution. Resolutions 5 and 6 are proposed as special resolutions. This means that for each of those 
resolutions to be passed, at least 75% of the votes cast must be in favour of the resolution.
Ordinary resolutions
Resolution 1 – Receipt of 2015 Annual Report and financial statements
The Directors of the Company must present the Directors’ Report, the audited financial statements and the Independent Auditor’s Report 
on those financial statements before shareholders each year at a general meeting. Those to be presented at the AGM are in respect of the 
period ended 31 March 2015.
Resolution 2 – Re-appointment of auditor
Resolution 2 proposes the re-appointment of PricewaterhouseCoopers LLP as the Company’s auditor and authorises the Directors 
to fix the remuneration of the auditor.
Resolution 3 – Re-appointment of Director
The Articles of Association of the Company require the nearest number to one-third of the Board of Directors to retire at each Annual 
General Meeting, with the longest serving retiring first. Where the longest serving Directors have held office for the same amount of time, 
the Directors to resign are normally chosen by lot. As there are five Directors only one has to retire by rotation. As all the Directors were 
re-elected at the last AGM Neill Ricketts has offered himself for re-election.
Resolution 4 – Directors’ power to allot securities
This resolution seeks shareholder approval to grant the Directors of the Company the authority to allot shares in the Company. The authority 
will be limited to an aggregate nominal amount of £351,737 (35,173,700 Ordinary shares of the Company), being approximately one-third 
of the Company’s issued share capital as at 7 August 2015, the latest practicable date prior to publication of this notice.
Special resolutions
Resolution 5 – Disapplication of pre-emption rights on equity issues for cash
Section 561 of the Act requires that a company issuing shares for cash must first offer them to existing shareholders following a statutory 
procedure which, in the case of a rights issue, may prove to be both costly and cumbersome. This resolution excludes that statutory procedure 
as far as rights issues are concerned. It also enables the Directors to allot shares up to an aggregate nominal value of £105,521, which is 
equal to approximately 10% of the nominal value of the issued Ordinary share capital of the Company, subject to resolution 4 being passed. 
The Directors believe that the limited powers provided by this resolution will maintain a desirable degree of flexibility. Unless previously 
revoked or varied, the disapplication will expire on the conclusion of the next Annual General Meeting of the Company.
Resolution 6 – Authority to make market purchases
A special resolution will be proposed to authorise the Directors to make one or more market purchases for the purposes of Section 701 
of the Act. The maximum number of shares which may be acquired pursuant to this authority is 10,552,100, which is equal to approximately 10% 
of the issued share capital of the Company as at 7 August 2015, the latest practicable date prior to publication of this notice. This authority will 
expire at the conclusion of the Annual General Meeting in 2016.
The Directors currently have no intention of using their authority to make market purchases. Should this change and the Directors decide 
to make market purchases, they will only do so if such market purchases are expected to result in an increase in the Company’s earnings 
per share and are in the best interests of the Company’s shareholders. The Directors must ensure that any market purchases made are made 
between a minimum price of 1 pence per Ordinary share and a maximum price equal to 105% of the average of the middle market quotations 
for the Ordinary shares of the Company derived from the AIM appendix to the Stock Exchange Daily Official List for the five business days 
immediately preceding the date on which the Ordinary share is purchased.
Entitlement to attend and vote
1.  Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered 
on the Company’s register of members at 6.00pm on the day two days prior to the day appointed for holding the AGM or, in the event that 
the AGM is adjourned, at 6.00pm on the day two days prior to the adjourned meeting, shall be entitled to attend and vote at the AGM in 
respect of the number of shares registered in their name at that time. Versarien plc Annual Report 2015 46
Notice of Annual General Meeting continued
Appointment of proxies
2.  If you are a member of the Company at the time set out in note 1, above, you are entitled to appoint a proxy to exercise all or any of your 
rights to attend, speak and vote at the AGM and you should have received a proxy form with this Notice of AGM. You can only appoint a 
proxy using the procedures set out in these notes and the notes to the proxy form. You may appoint more than one proxy provided each 
proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached 
to any one share. To appoint more than one proxy, please photocopy the proxy form.
3.  A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers 
as a member provided that no more than one corporate representative exercises powers over the same share.
4.  If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you 
do not have a right to appoint any proxies under the procedures set out in this “Appointment of proxies” section. Please read the 
“Nominated persons” section (note 13).
5.  A proxy does not need to be a member of the Company but must attend the AGM to represent you. Details of how to appoint the 
Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form.
  If you wish your proxy to speak on your behalf at the AGM, you will need to appoint your own choice of proxy (not the Chairman) and give 
your instructions directly to them.
6.  To direct your proxy how to vote on the resolutions, mark the appropriate box on your proxy form with an “X”. To abstain from voting on 
a resolution, select the relevant “Vote withheld” box. A vote withheld is not a vote in law, which means that the vote will not be counted 
in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his 
or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before 
the AGM.
Appointment of proxy using hard-copy proxy form
7.  The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To be valid, the proxy form, 
and any power of attorney or other authority (if any) under which it is executed (or a duly certified copy of such power or authority) must be 
duly completed, executed and deposited with the Company’s registrars, Share Registrars Limited, Suite E, First Floor, 9 Lion & Lamb Yard, 
Farnham, Surrey GU9 7LL, or by fax to Share Registrars Limited on 01252 719232 or by scan and email to Share Registrars Limited at 
proxies@shareregistrars.uk.com and in each case not less than 48 hours before the time appointed for the AGM (or any adjourned meeting). 
In the case of a member which is a corporation, the proxy form must be executed under its common seal or signed on its behalf by an 
officer, attorney or other person duly authorised by the corporation.
Appointment of proxies through CREST
8.  CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the 
AGM and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other 
CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST 
sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.
  In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message must be transmitted so as 
to be received by the issuer’s agent, Share Registrars Limited (CREST participant ID: 7RA36), by no later than 48 hours before the time 
appointed for the AGM. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the 
message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the 
manner prescribed by CREST.
  It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored 
member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such 
action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this 
connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, 
to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
  The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated 
Securities Regulations 2001.
Appointment of proxy by joint members
9.  In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted 
by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in 
the Company’s register of members in respect of the joint holding (the first named being the most senior). Versarien plc Annual Report 2015 47
Review of the period Strategic report Corporate governance Financial statements
Changing proxy instructions
10.  To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time 
for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received 
after the relevant cut-off time will be disregarded.
  Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy 
proxy form, please contact Share Registrars Limited (address in note 7).
  If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will 
take precedence.
Termination of proxy appointments
11. In order to revoke a proxy instruction you will need to inform the Company using one of the following methods:
  by sending a signed hard-copy notice clearly stating your intention to revoke your proxy appointment to Share Registrars Limited 
(address in note 7). In the case of a member which is a corporation, the revocation notice must be executed under its common 
seal or signed on its behalf by an officer, attorney or other person authorised to sign the same. Any power of attorney or any other 
authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with 
the revocation notice; or
  by contacting Share Registrars Limited on 01252 821390. Calls are charged at your network provider’s standard rates. 
Lines are open from 9.00am to 5.30pm, Monday–Friday.
  In either case, the revocation notice must be received by Share Registrars Limited no later than 48 hours before the time appointed 
for holding the AGM.
  If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph 
directly below, your proxy appointment will remain valid.
  Appointment of a proxy does not preclude you from attending the AGM and voting in person. If you have appointed a proxy and attend 
the AGM in person, your proxy appointment will automatically be terminated.
Issued shares and total voting rights.
12.  As at close of business on 7 August 2015 (being the latest practicable date prior to the publication of this document), the Company’s 
issued share capital comprised 105,521,364 Ordinary shares of 1 pence each. Each Ordinary share carries the right to one vote 
at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at close of business 
on 7 August 2015 is 105,521,364.
Nominated persons
13. If you are a person who has been nominated under Section 146 of the Companies Act 2006 to enjoy information rights:
  you may have a right under an agreement between you and the member of the Company who has nominated you to have information 
rights (“the Relevant Member”) to be appointed or to have someone else appointed as a proxy for the AGM;
  if you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement 
between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights; and
  your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps, your custodian or 
broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal 
details and your interest in the Company (including any administrative matters). The only exception to this is where the Company 
expressly requests a response from you. Versarien plc Annual Report 2015 48
Notice of Annual General Meeting continued
Communication
14. You may not use any electronic address provided either in:
  this Notice of AGM; or
  any related documents (including the Chairman’s letter and proxy form),
 to communicate with the Company for any purposes other than those expressly stated.
Inspection of documents
15.  The following documents will be available for inspection at the registered office of the Company during normal business hours on any 
weekday (public holidays excepted) from the date of this notice until the date of the AGM, and at the place of the AGM from 9.30am until 
its conclusion:
  the constitutional documents of the Company, comprising the Articles of Association;
  copies of the service contracts of the Executive Directors of the Company; and
  copies of the letters of appointment of the Non-executive Directors of the Company.
Versarien plc
Units 7 & 8 Century Park
Chittening Industrial Estate
Avonmouth
Bristol
BS11 0YD   
Design Portolio plants trees or 
each o its corporate report projects, 
in association with Trees or Cities.
Advisers
Registrars
Share Registrars Limited 
Suite E 
First Floor 
9 Lion & Lamb Yard  
Farnham 
Surrey GU9 7LL
Independent Auditors
PricewaterhouseCoopers LLP  
31 Great George Street 
Bristol 
BS1 5QD
Nominated adviser and broker
Panmure Gordon
One New Change
London
EC4M 9AF
Legal adviser
BPE Solicitors LLP 
St James’ House 
St James’ Square 
Cheltenham 
GL50 3PR
Financial PR
IFC Advisory Limited 
73 Watling Street 
London 
EC4M 9BJ
Tax adviser
Moore Stephens LLP 
Russell Square House 
10–12 Russell Square 
London 
WC1B 5LF
Secretary and registered office
Christopher Leigh 
Units 7 & 8 Century Park 
Chittening Industrial Estate 
Avonmouth 
Bristol 
BS11 0YD 
Company registration number
8418328 Versarien plc Annual Report 2015
Versarien plc
Units 7 & 8 Century Park 
Chittening Industrial Estate 
Chittening 
Avonmouth 
Bristol BS11 0YD
www.versarien.com