Versarien plc Annual Report 2014
Versarien plc 
 Annual Report 2014 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.
In this report
Review of the period
01 Key highlights
02 Our progress so far
04 Our business at a glance
05 Chairman’ s statement
06 Chief Executive Officer’ s review 
and Strategic report
Corporate governance
12 Directors
14 Directors ’ report
16 Directors ’ remuneration report
17 Statement of Directors ’ 
responsibilities
Financial statements
18 Independent auditor’ s report 
19 Group statement of 
comprehensive income
20 Group statement of financial position
21 Company statement of financial 
position
22 Group statement of changes in equity
22 Company statement of changes 
in equity
23 Statement of Group and Company 
cash flows
24 Accounting policies
28 Notes to the financial statements
40 Notice of Annual General Meeting
IBC Advisers
For further information 
about our operations 
visit our website at 
www.versarien.com More information is available at www.versarien.com
Review of the period Corporate governance Financial statements
01 Versarien plc Annual Report 2014
  Group revenues of £3.0 million including 9.5 months from Total Carbide
  Operating loss before interest, tax, depreciation, amortisation and 
non‑recurring items of £250,000
  Net assets increased from £98,000 at 31 March 2013 to £2,599,000
  Cash reserves and bank facility headroom of £5.7 million following 
a post year‑ end oversubscribed placing of £5.5 million
  Thermacore Europe Limited development project on track with 
pre‑production parts delivered
  26 VersarienCu development projects in progress backed by grant 
funding of £0.3 million (2013: 14 projects with grants of £0.1 million)
  Total Carbide orders received in Q1 2014/15 of £1.4 million 
(Q1 2013/14: £0.8 million)
  Total Carbide delivering 11% operating return on sales of £3.0 million
  2‑ DTech Limited acquired on 30 April adding world‑class graphene 
expertise and capability to materials range
  Two collaborative projects for 2‑ DTech Limited agreed with University 
of Manchester to develop graphene for use in structural composites 
and thermoplastics
Review of the period/Key highlights
Key highlights
continued on the 
next page
Our story started in 2010 and we have 
had a number of highlights since then.
Versarien was formed
Versarien was formed in December 2010 
with the express purpose of commercialising 
the Lost Carbonate Sintering process, 
developed initially by Dr Yuyuan Zhao 
of the University of Liverpool over 
the preceding four years.
Gained global 
manufacturing rights 
for porous copper 
production
In February 2011, Versarien secured 
a letter of intent that unlocked global 
manufacturing rights to the process 
for micro‑ porous copper production 
(VersarienCu™).
December
2010
February
2011 Versarien plc Annual Report 2014 02 Review of the period/Our progress so far
Our progress so far
After a successful start-up and flotation on the AIM submarket, 
the Group is confident of further growth.
“Overall Winner 2012” 
at the UKTI Start-Up Games
Competing against over 500 of the most 
exciting and innovative new companies, 
Versarien was voted the leading new 
company in the UK.
Won the Hewlett-Packard 
SMART Award for 
Manufacturing Innovation 
2012
The annual award celebrates the best 
achievements of the UK’s small and 
medium sized businesses and was followed 
a year later by Overall Winner SMART 
Business of the year.
Floated on the AIM 
submarket of the 
London Stock Exchange
Versarien is floated on the AIM market 
at a price of 12.25 pence per share, 
valuing it at c.£10 million.
Read more in our  
strategy on page 7
July
2012
September
2012
June
2013 Review of the period Corporate governance Financial statements
Versarien plc Annual Report 2014 03
More information is available at www.versarien.com
Review of the period/Our progress so far
Acquired Total Carbide, 
giving Versarien access 
to a transformational 
portfolio of powder 
metallurgy machinery 
and equipment.
Total Carbide Limited, a manufacturer of 
sintered tungsten carbide parts, was acquired 
for a total consideration of £2.28 million. 
The acquisition not only expanded 
Versarien’s product offering but also 
procured a plant primed to enable the 
larger scale manufacture of VersarienCu™.
Acquired  
2-DTech™ Limited
2‑ DTech™, a developer and supplier 
of early stage graphene products, 
was acquired from the University 
of Manchester for a total 
consideration of £440,000.
£5.5 million placing
Versarien raises £5.5 million by way of 
an oversubscribed placing approved by 
its shareholders. The net funds of 
£5.25 million will be used to fund 
research and expansion of the Group.
June
2013
April
2014
April
2014 Versarien plc Annual Report 2014 04 Review of the period/Our business at a glance
Our business at a glance
Versarien 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:
Versarien Technologies 
Limited
Versarien Technologies Limited (VTL) holds 
the exclusive rights to a patent-protected 
additive process for creating micro-porous 
copper foam, which has multiple potential 
markets with primary focus on electronic 
equipment through the production of highly 
efficient heat exchange materials.
Total Carbide Limited 
Total Carbide (TC) is a leading European 
manufacturer of sintered tungsten carbide 
primarily for arduous environment 
applications in the oil and gas industry.
Created in 1950, the company has a wealth 
of experience and focuses on world-class 
product quality through the latest 
engineering practices.
2-DTech Limited 
2-DTech Limited, a spin-out from the 
University of Manchester, the birthplace 
of graphene and home to the Nobel prize 
winning academics Geim and Novoselov, 
specialises in the supply of graphene 
products and the transfer of fundamental 
science to applied technology.
Intellectual property
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.
Manufacture
Providing the plant and equipment 
to get into production either via 
our existing production facilities 
or by funding new facilities.
Experience
Applying the management team’s 
experience to developing and 
commercialising the advanced 
materials technology.
Capital
Providing working capital 
facilities either from existing 
reserves, our public listing 
or via banking facilities.
Manufacture                                                                     Intellectual property
Versarien
 Expenditure      Capital  
Our business model Versarien plc Annual Report 2014 05
Review of the period Corporate governance Financial statements
More information is available at www.versarien.com
Versarien is an embryonic IP‑ led advanced 
materials group that seeks to utilise 
proprietary technology to create innovative 
new engineering solutions that are capable 
of having a game‑ changing impact in a 
broad variety of industry sectors.
Its IP currently consists of two major strands, 
VersarienCu, a porous copper foam with 
thermal management properties up to ten 
times more efficient than currently available 
products and, since the acquisition of 
2‑ DTech Limited in April 2014, graphene, 
which conducts electricity 100 times better 
than silicon but is transparent, lightweight, 
strong yet flexible and elastic.
Versarien floated on 12 June 2013 and I am 
pleased to provide this, its maiden set of 
annual results. At the year end, the Group 
consisted of the parent company, Versarien 
plc, and two wholly owned subsidiaries, 
Versarien Technologies Limited and Total 
Carbide Limited, the latter being acquired 
at the time of the flotation. On 30 April 2014 
the Group acquired 85% of 2‑ DTech Limited, 
a graphene developer and supplier, and 
completed a share placing raising £5.5 million.
The turnover for the year was £3.0 million 
and the operating loss before interest, tax, 
depreciation, amortisation and non‑ recurring 
items was £250,000. In the current year we 
expect to increase turnover through the 
further commercialisation of the Group’s IP. 
At the same time management will continue 
to maintain careful control of costs.
Since flotation we have completed our 
Executive team by the appointment of 
Mr Chris Leigh as full time Chief Financial 
Officer. Chris is a finance director who has 
both relevant sector knowledge as well as 
AIM‑ listed company experience. 
Key to the Group’s success will be the 
recruitment and retention of further 
qualified and committed senior staff and 
we are grateful to all of our existing staff 
for the valued contribution they have made.
As stated in the AIM Admission document, 
the Board will not be declaring or proposing 
any dividends until such time as the 
commercialisation of its product portfolio 
has generated sufficient distributable 
reserves from which to do so. 
The Board remains optimistic that the 
applications of the technologies that the 
Group is developing will, in time, deliver 
a substantial return on investment for 
Versarien’s shareholders. 
Ian Balchin
Non‑ executive Chairman
21 July 2014
Review of the period/Chairman’s statement
Chairman’s statement
“ In the current 
year we expect to 
increase our turnover 
by commercialising 
the IP we have whilst 
maintaining careful 
control of costs.”
I am delighted to report on the substantial progress Versarien has made 
during the course of 2013/14 combining growth in its core businesses 
with exciting acquisition opportunities.
Application test results continue to be positive and we remain in dialogue with many blue chip companies regarding 
exploitation in application. The addition of 2-DTech™ to our Group creates its own compelling opportunities, as well 
as further enhancing the copper foam potential. We look forward to this year with much optimism. Versarien plc Annual Report 2014 06
Business overview
Versarien Technologies Limited (VTL) holds 
the exclusive rights to a patent‑ protected 
additive process for creating porous copper 
foam, which has multiple potential markets 
with primary focus on electronic equipment 
through the production of highly efficient 
heat exchange materials.
Total Carbide (TC) manufactures sintered 
tungsten carbide primarily for hard‑ wearing 
applications in the oil and gas industry.
2-DTech Limited, acquired in April 2014, 
a spin‑ out from the University of Manchester, 
the birthplace of graphene and home 
to the Nobel prize winning academics 
Geim and Novoselov, specialises in supply 
of graphene products and the transfer of 
fundamental science to applied technology.
Business model
Versarien 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:
  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;
  applying the management team’s 
experience to developing and 
commercialising the advanced 
materials technology;
  providing the plant and equipment to 
get into production either via its existing 
production facilities or by funding new 
facilities; and
  providing working capital facilities either 
from existing reserves, its public listing 
or via banking facilities.
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 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. 
VersarienCu operates in the global market 
for thermal management technology which 
is set to grow from $8 billion in 2011 to 
$11 billion by the year 2016 and its potential 
applications include aerospace, defence, 
automotive, data communications, renewable 
energy, power distribution, transportation 
and motorsport.
Review of the period/Chief Executive Officer’s review and Strategic report
Chief Executive Officer’s review 
and Strategic report
Predicted market for 
graphene products by 2023
$1.3bn
Global market for thermal 
management by 2016
$11bn Nil Nil
3.0
Revenue (£m)
2012 2013 2014
Versarien plc Annual Report 2014 07
Review of the period Corporate governance Financial statements
More information is available at www.versarien.com
Versarien plc was formed on 25 February 2013 to acquire Versarien 
Technologies Limited in a share‑ for‑ share exchange prior to flotation. 
The comparative figures are unaudited and for illustration only and 
represent the results of that subsidiary.
Review of the period/Chief Executive Officer’s review and Strategic report
Our strategy at a glance
To identify and acquire 
disruptive intellectual 
property in advanced 
materials
To establish development 
agreements with 
world‑class organisations
To commence commercial 
production
To deliver attractive share 
price growth for investors
Key performance indicators
Objectives and key 
performance indicators
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 VersarienCu to break‑ even by the end 
of the financial year; and
  maintain Total Carbide’s operating profit 
return at a minimum of 10% of sales.
0.4
0.1
0.25
LBITDA before 
non-recurring items (£m)
2012 2013 2014
14
5
26
Projects in development
2012 2013 2014
Total Carbide orders received 
(£m)
2012 2013 2014
3.8
4.3
3.5 Versarien plc Annual Report 2014 08 Review of the period/Chief Executive Officer’s review and Strategic report
Markets and trends continued
2‑ DTech Limited operates in the graphene 
development market, the total demand for 
which is anticipated to increase from circa 
40 tonnes per annum currently 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.
Strategy and results
  To identify and acquire disruptive 
intellectual property in advanced materials 
and within six months have entered 
into joint development agreements with 
potential customers. Versarien floated 
in June 2013 with one technology, 
VersarienCu. It has since acquired the 
graphene related intellectual property 
of 2‑ DTech and is entering into 
collaboration agreements with the 
University of Manchester to identify 
commercial applications. We are in 
discussion with a number of other 
universities regarding licences to 
produce alternative porous metals 
for thermal management systems.
  To establish development agreements 
with world‑class organisations to apply 
acquired IP to specific applications with a 
view to moving into commercial production 
within six months. We have announced 
our first commercial development 
agreement with Thermacore for use 
in isothermalisation devices key in the 
Genomics sector. We are in discussions 
with the other organisations operating 
in the data centre infrastructure market.
  To commence commercial production 
within twelve months of acquiring IP 
rights. We anticipate reaching an 
agreement with Thermacore Europe 
Limited to commence commercial 
production shortly.
  To deliver share price growth for our 
investors based on IP in production, 
the pipeline of development and 
commercialisation opportunities 
and enhancing our IP portfolio.
Financial results
Versarien’s revenue for the year ended 
31 March 2014 totalled £2,953,000 with 
operating losses before non‑ recurring 
items of £444,000. This includes just over 
nine months’ post‑ acquisition sales from 
Total Carbide of £2,948,000 and operating 
profits before non‑ recurring and special 
items of £332,000. Non‑ recurring and 
special costs of £197,000 include £147,000 
relating to the acquisition of Total Carbide 
and £50,000 restructuring costs.
Group net assets at 31 March 2014 were 
£2,599,000 compared with £98,000 for 
VTL at 31 March 2013. The flotation raised 
£3,000,000 less expenses of £581,000, 
net £2,419,000. The agreed consideration 
for the acquisition of Total Carbide was 
£1,580,000 in cash and 5,714,286 in 
Ordinary shares of 1 pence each at the 
flotation price of 12.25 pence per share. 
The vendors agreed to re‑ invest £350,000 
of the cash consideration by taking 2,857,143 
shares in the placing. The total holding of 
8,571,429 shares issued on Admission were 
subsequently sold.
Basic and diluted loss per share totalled 
0.85 pence. The average number of shares 
in issue during the period was 77.1 million.
Post balance sheet events
Subsequent to the year end the Group raised 
£5.5 million before expenses by way of a 
placing on 30 April 2014 and uses invoice 
finance funding for its trading operations. 
Currently the Group has £5 million in 
cash, £0.7 million of headroom on its 
finance facilities.
On 30 April 2014 Versarien acquired 85% of 
the issued share capital of 2D‑ Tech Limited, 
a developer and producer of graphene, for 
a total consideration of £444,000. The Group 
now has three operating subsidiaries and 
has strengthened its organisation structure 
by the appointment of managing directors 
to each unit, two of which are internal 
promotions and one an external recruit.
Versarien Technologies Limited (VTL)
VTL’s revenue for the year was minimal 
as it continues to progress through its 
development cycle. Operating losses before 
non‑ recurring items were £526,000 for the 
year (2013: £404,000).
VTL continues to receive multiple positive 
test results from a number of key customers 
and now has confidence to develop key 
product ranges that will provide the seed 
for supplying modular systems for a variety 
of applications including:
  all‑ electric, hybrid and fuel cell 
automotive;
  industrial automation; and
  electric marine.
Chief Executive Officer’s review 
and Strategic report continued Versarien plc Annual Report 2014 09
Review of the period Corporate governance Financial statements
More information is available at www.versarien.com
Review of the period/Chief Executive Officer’s review and Strategic report
It will, in addition, continue to progress 
custom applications and is looking to 
improve customer enquiry response times 
by investing in device test and characterisation 
facilities at its new factory in Mitcheldean. 
Key performance indicators will include the 
number of potential applications undergoing 
test and customer response times.
Total Carbide Limited
It is very pleasing to report that the Total 
Carbide order book continues to strengthen 
and has achieved 11% operating return 
on sales since acquisition. We have also 
successfully introduced an SAP platformed 
Enterprise Resource Planning system, 
which is being used group‑ wide. This was 
necessitated due to the migration of the 
legacy systems withdrawn following the 
sale of the business and it is testament to 
the team effort that this has been achieved 
in short order.
Total Carbide is a long established supplier 
in the oil and gas industry and has a solid 
base of blue chip customers, many of whom 
are now looking to increase their purchasing 
spend as a result of the sales initiatives 
implemented since the Company was acquired 
on 12 June 2013. The Total Carbide team 
has worked hard to build relationships and 
develop these prospects into significant 
orders for the future.
The Board has also successfully exploited 
its existing expertise to secure funding for 
two materials development programmes 
at Total Carbide and it is intended that this 
strategy can be developed further to bring 
new derivatives of tungsten carbide hard 
metals to market.
2D-Tech Limited
Although only acquired post year end, 
I am pleased to report that the company 
has now been integrated into our Group 
systems and that we have appointed 
Nigel Salter, a former divisional technical 
director at Oxford Instruments, to manage 
the business. We are currently examining 
a number of different opportunities for 
commercial production and look forward 
to reporting these in due course. Versarien plc Annual Report 2014 10 Review of the period/Chief Executive Officer’s review and Strategic report
Principal risks and uncertainties 
Versarien’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. 
Risk Mitigation
Technological risks Versarien 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 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. In order 
to be successful in the future, the Group must continue to respond promptly and effectively to the 
challenges of technological change and competitors’ innovations. 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. Due to the Group’s size and 
limited cash resources, it may not be able to detect and prevent infringement of its IP. The steps which 
the Group has taken to protect its IP may be inadequate to prevent the misappropriation of its 
proprietary information or other intellectual property rights. Any misappropriation of the enlarged 
Group’s intellectual property could have a negative impact on its business and operating results. 
Furthermore, the Group may need to take legal action to enforce its IP, to protect trade secrets or to 
determine the validity or scope of the proprietary rights of others. In addition, although the Directors 
believe that the Group’s IP does not infringe the intellectual property rights of others, third parties may 
assert claims that the Group has violated a patent or infringed a particular copyrights, trademark or 
other proprietary right or confidential information belonging to them. Litigation relating to the Group’s 
intellectual property, whether instigated by the Group to protect its rights or arising out of alleged 
infringement of third party rights, whether with or without merit, may result in substantial costs and 
the diversion of resources and management attention and there can be no guarantees as to the 
outcome of any such litigation.
Litigation risks All industries, including the technology industry, are subject to legal claims, with and without merit. 
The Group may become involved in legal disputes in the future. Defence and settlement costs can 
be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of 
the litigation process, there can be no assurance that the resolution of any particular legal proceeding 
will not have a material effect on the Group’s financial position or results of operations.
Chief Executive Officer’s review 
and Strategic report continued Versarien plc Annual Report 2014 11
Review of the period Corporate governance Financial statements
More information is available at www.versarien.com
Review of the period/Chief Executive Officer’s review and Strategic report
Risk Mitigation
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.
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. The Group may experience difficulties 
in hiring appropriate employees and the failure to do so may have a detrimental effect upon the 
trading performance of the Group. 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.
General economic  
conditions risks
Market conditions, particularly those affecting technology companies, may affect the ultimate value of 
Group’s share price regardless of operating performance. The Group could be affected by unforeseen 
events outside its control, including natural disasters, terrorist attacks and political unrest and/or 
government legislation or policy. Market perception of technology companies may change which could 
impact on the value of investors’ holdings and impact 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.
Commodity prices risks A significant amount of Versarien’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.
Signed by the order of the Directors
Neill Ricketts
Chief Executive Officer
21 July 2014 Versarien plc Annual Report 2014 12 Corporate governance/Directors
Ian Balchin
Non-executive Chairman 
(Appointed 12 June 2013)
Mr Balchin has 27 years of extensive 
experience in technology‑ based businesses 
across several sectors, optimising business 
performance in start‑ up, growth, turn‑ around 
and change situations. Ian is currently 
chairman of HotZone Technologies Limited 
prior to which he was chief strategy officer 
and deputy chairman of AIM quoted 
AFC Energy plc and a non‑ executive director 
of Waste2Tricity Limited. 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.
Neill Ricketts
Chief Executive Officer 
Mr Ricketts 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.
Will Battrick
Chief Technical Officer
Mr Battrick is an innovative, analytical 
and commercially focused engineering 
materials technologist, with a first class 
Masters degree from one of the UK’s 
premier engineering universities, and 
significant experience in the UK advanced 
manufacturing sector, including former 
management buy‑ in Crompton Technology 
Group (CTG, recently acquired by UTC 
Aerospace Systems), The National Physical 
Laboratory and Elektron Ventures, the 
advanced products division of Elektron plc. 
He co‑ founded aerospace composites 
start‑ up Kynsa, securing contracts in 
the defence sector prior to trade‑ sale. 
Demonstrable success in the transfer of 
highly complex materials manufacturing 
processes into volume, he has delivered 
programmes for Siemens Healthcare and 
GE Medical Systems, as well as leading 
production of highly challenging specialist 
products for space science programmes. 
His specialities range from composite 
structures though to powder metallurgy, 
process piloting and scale‑ up, technology 
programme management and application 
of innovative materials.
Directors Versarien plc Annual Report 2014 13
Financial statements
More information is available at www.versarien.com
Review of the period Corporate governance
Corporate governance/Directors
Christopher Leigh
Chief Financial Officer
(Appointed 3 July 2013)
Mr Leigh is an experienced finance director 
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.
David (Jeremy) Veasey
Non-Executive Director 
(Appointed 12 June 2013)
Mr Veasey 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 2014 14 Corporate governance/Directors’ report
Directors’ report
The Directors present their annual report 
on the affairs of the Group, together with 
the audited financial statements and auditor’s 
report, for the period ended 31 March 2014.
Versarien plc was formed on 25 February 2013 
to acquire Versarien Technologies Limited 
in a share-for-share exchange prior to 
flotation. The comparative figures for the 
Group are unaudited.
Results and dividends
The Group incurred a loss for the year of 
£653,000 (2013: £414,000). The Directors 
do not recommend the payment of a 
dividend (2013: £nil). The Directors are 
confident of the prospects of the Group 
for the current year.
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 and the Strategic Report on 
pages 5 to 11.
Directors
The current Directors of the Company are 
listed on pages 12 to 13, all of whom held 
office during the year except where indicated 
otherwise. Stephen Humphries resigned 
as Director during the year on 3 July 2013. 
Details of Directors’ interests in share 
options and in shares are given in the 
Directors’ Remuneration Report on 
page 16.
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.
Directors’ indemnity insurance
The Group held a Directors’ and officers’ 
insurance policy in place throughout the 
period in respect of the Company and the 
Group’s subsidiaries.
Political donations
No political contributions were made during 
the year (2013: £nil).
Going concern
The Group raised £5.5 million gross from a 
placing on 1 May 2014 and consequently has 
considerable financial resources to fund its 
current business activities. Consequently, 
the Directors have a reasonable expectation 
that the Group will continue in operational 
existence for the foreseeable future. 
Accordingly, they 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 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. It meets twice a year 
to consider the scope of the annual audit, 
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 2014 15
Review of the period Corporate governance Financial statements
More information is available at www.versarien.com
Corporate governance/Directors’ report
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 the 
control procedures that are in place to 
manage those risks have been documented. 
This document is subject to review by the 
Board and is updated on a regular basis. 
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 
and 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
Shareholders holding more than 3% of the 
105,411,214 issued Ordinary shares of the 
company at 21 July 2014 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.
Auditor
A resolution to re-appoint BDO LLP 
as auditor will be proposed at the 
Annual General Meeting.
By order of the Board
Christopher Leigh
Company Secretary
21 July 2014
Significant shareholdings 
Ordinary shares % held
Henderson Global Investors 21,169,121 20.08%
Miton Group Plc 7,239,512 6.87%
Blackrock Inc. 7,259,628 6.89%
Unicorn Investment Fund 5,150,000 4.89%
Herald Investment Management 5,035,950 4.78% Versarien plc Annual Report 2014 16 Corporate governance/Directors’ remuneration report
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 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. An analysis 
of remuneration by Director is given in 
note 8 of these financial statements.
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
Details of options held by Directors who 
were in office at 31 March 2014 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 19 to the 
financial statements.
The market price of the Company’s shares at 
31 March 2014 was 26.5 pence. The range of 
market prices during the year was 11.5 pence 
to 29.5 pence.
Directors’ interests – interests in shares
Directors in office at 31 March 2014 had 
interests in the Ordinary shares of 1 pence 
each of the Company as displayed in the 
table below.
Ian Balchin
Chairman
21 July 2014
Directors’ interests in share options 
Director Date of grant Number Exercise price Expiry date
Neill Ricketts 12 June 2013 528,720 12.25p 12 June 2023
William Battrick 12 June 2013 528,720 12.25p 12 June 2023
Christopher Leigh 30 September 2013 528,720 15.5p 30 September 2023
2014 2013
Number Number
Neill Ricketts 16,000,000 —
William Battrick 8,000,000 —
David (Jeremy) Veasey 1,544,000 —
Ian Balchin 1,149,633 —
Christopher Leigh 115,000 — Versarien plc Annual Report 2014 17
Review of the period Corporate governance Financial statements
More information is available at www.versarien.com
Corporate governance/Statement of Directors’ responsibilities
Statement of Directors’ responsibilities
The Directors are responsible for preparing 
the Annual Report and the financial 
statements in accordance with applicable 
law and regulations.
Company law requires the Directors to 
prepare 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 Company and 
the Group 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;
  present information, including 
accounting policies, in a manner that 
provides relevant, reliable, comparable, 
understandable information;
  provide additional disclosures when 
compliance with the specific 
requirements in IFRSs are insufficient 
to enable users to understand the 
impact of particular transactions, other 
events and conditions on the entity’s 
financial position and financial 
performance; and
  prepare the financial statements on 
the going concern basis unless it is 
inappropriate to presume that the 
Group will continue in business.
The Directors are responsible for keeping 
proper accounting records sufficient to show 
and explain company transactions and which 
disclose with reasonable accuracy at any 
time the financial position of the Company 
and the Group and to 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 corporate 
and financial information included on the 
Company’s website. Legislation in the United 
Kingdom governing the preparation and 
dissemination of financial statements may 
differ from legislation in other jurisdictions. Versarien plc Annual Report 2014 18 Financial statements/Independent auditor’s report
We have audited the financial statements 
of Versarien Plc for the period ended 
31 March 2014 which comprise the 
Group and Company Statements of 
Financial Position, the Group Statement 
of Comprehensive Income, the Group 
and Company Statement of Cash Flows, 
the Group and Company Statements of 
Changes in Equity and the related notes. 
The financial reporting framework that 
has been applied in their preparation is 
applicable law and International Financial 
Reporting Standards (IFRS) as adopted by 
the European Union and, as regards the 
parent company financial statements, as 
applied in accordance with the provisions 
of the Companies Act 2006. 
This report is made solely to the Company’s 
members, as a body, in accordance with 
Chapter 3 of Part 16 of the Companies Act 
2006. Our audit work has been undertaken 
so that we might state to the Company’s 
members those matters we are required 
to state to them in an auditor’s report 
and for no other purpose. To the fullest 
extent permitted by law, we do not accept 
or assume responsibility to anyone other than 
the Company and the Company’s members 
as a body, for our audit work, for this report, 
or for the opinions we have formed.
Respective responsibilities 
of Directors and auditor
As explained more fully in the Statement of 
Directors’ Responsibilities, 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). Those standards 
require us to comply with the Financial 
Reporting Council’s (FRC’s) Ethical 
Standards for Auditors. 
Scope of the audit of 
the financial statements
A description of the scope of an audit of 
financial statements is provided on the 
FRC’s website at www.frc.org.uk/
auditscopeukprivate.
Opinion on financial statements
In our opinion:
  the financial statements give a true 
and fair view of the state of the Group’s 
and the parent company’s affairs as at 
31 March 2014 and of the Group’s loss 
for the period then ended;
  the Group financial statements have been 
properly prepared in accordance with 
IFRS as adopted by the European Union;
  the parent company financial 
statements have been properly prepared 
in accordance with IFRS 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.
Other matters
The comparative information for the period 
ended 31 March 2013 is unaudited.
Opinion on other matters prescribed 
by the Companies Act 2006
In our opinion the information given in the 
Strategic Report and Directors’ Report for 
the financial period for which the financial 
statements are prepared is consistent with 
the financial statements.
Matters on which we are required 
to report by exception
We have nothing to report in respect of 
the following matters where the Companies 
Act 2006 requires us to report to you if, in 
our opinion:
  adequate accounting records have not 
been kept by the parent company, or 
returns adequate for our audit have not 
been received from branches not visited 
by us; or
  the parent company financial 
statements are not in agreement with 
the accounting records and returns; or
  certain disclosures of Directors’ 
remuneration specified by law are 
not made; or
  we have not received all the information 
and explanations we require for our audit.
Rhodri Whittlock
for and on behalf of BDO LLP
Chartered Accountants and Statutory Auditor
Pannell House
Park Street 
Guildford 
GU1 4HN
21 July 2014
BDO LLP is a limited liability partnership 
registered in England and Wales (with 
registered number OC305127).
Independent auditor’s report 
To the shareholders of Versarien plc Group Versarien plc Annual Report 2014 19
More information is available at www.versarien.com
Financial statements Corporate governance Review of the period
Financial statements/Group statement of comprehensive income
2013
2014 £’000
Notes £’000 (unaudited)
Continuing operations
Revenue 3 2,953 —
Cost of sales (1,881) —
Gross profit 1,072 —
Other operating income 4 98 74
Operating expenses 5 (1,614) (478)
Loss from operations (444) (404)
Non-recurring items 6 (197) —
Finance charge 7 (12) (10)
Loss before income tax (653) (414)
Income tax 9 — —
Loss for the year (653) (414)
Loss per share attributable to the equity holders of the Company:
Basic and diluted loss per share 10 (0.85)p (0.78)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 this Consolidated Comprehensive Income Statement. 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 for the Company for the year was 
£359,000 (2013: £nil). Versarien plc was formed on 25 February 2013 to acquire Versarien Technologies Limited in a share-for-share 
exchange prior to flotation. Consequently, there is not a statutory comparative period and under merger accounting the comparative 
financial information relates to Versarien Technologies Limited until the date of the merger. 
Group statement of comprehensive income
For the period ended 31 March 2014 Versarien plc Annual Report 2014 20 Financial statements/Group statement of financial position
2013
 2014 £’000
Notes £’000 (unaudited)
Assets
Non-current assets
Goodwill and other intangibles 11 586 133
Property and equipment 12 1,091 69
Deferred taxation 11 65 —
1,742 202
Current assets
Inventory 14 765 3
Trade receivables 15 955 110
Cash and cash equivalents 215 32
1,935 145
Total assets 3,677 347
Equity 
Called up share capital 18 831 529
Share premium account 18 1,853 —
Merger reserve 1,017 53
Share-based payment reserve 35 —
Retained earnings (1,137) (484)
Total equity 2,599 98
Liabilities
Non-current liabilities
Trade and other payables 17 115 134
Provisions 11 200 —
Long-term borrowings 34 —
Total non-current liabilities 349 134
Current liabilities
Trade and other payables 16 549 115
Invoice discounting advances 156 —
Current portion of long-term borrowings 24 —
Total current liabilities 729 115
Total liabilities 1,078 249
Total equity and liabilities 3,677 347
Versarien plc was formed on 25 February 2013 to acquire Versarien Technologies Limited in a share-for-share exchange prior to flotation. 
Consequently, there is not a statutory comparative period and under merger accounting the comparative financial information relates to 
Versarien Technologies Limited until the date of the merger. 
The accompanying notes are an integral part of this Consolidated Balance Sheet.
The financial statements were approved by the Board of Directors and authorised for issue on 21 July 2014 and signed on its behalf by:
Neill Ricketts Christopher Leigh
Chief Executive Officer Chief Financial Officer
21 July 2014
Registered number 8418328
Group statement of financial position
At 31 March 2014 Versarien plc Annual Report 2014 21
More information is available at www.versarien.com
Financial statements Corporate governance Review of the period
Financial statements/Company statement of financial position
 2014
Notes £’000
Assets
Non-current assets
Investment in subsidiaries 13 2,951
Property and equipment 1
2,952
Current assets
Trade receivables 15 32
Cash and cash equivalents 23
55
Total assets 3,007
Equity 
Called up share capital 18 831
Share premium account 18 1,853
Merger relief 964
Other reserve (431)
Share-based payment reserve 35
Retained earnings (359)
Total equity 2,893
Liabilities 
Current liabilities
Trade and other payables 16 114
Total liabilities 114
Total equity and liabilities 3,007
Versarien plc was formed on 25 February 2013 to acquire Versarien Technologies Limited in a share-for-share exchange prior to flotation. 
Consequently, there is no statutory comparative financial information. 
The accompanying notes are an integral part of this Balance Sheet.
The financial statements were approved by the Board of Directors and authorised for issue on 21 July 2014 and were signed on its behalf by:
Neill Ricketts Christopher Leigh
Chief Executive Officer Chief Financial Officer
21 July 2014
Registered number 8418328
Company statement of financial position
At 31 March 2014 Versarien plc Annual Report 2014 22 Financial statements/Group statement of changes in equity
Share
 capital
Share
premium
account
Merger
reserve
Share-based
payment
 reserve
Retained 
earnings
Total
equity 
£’000 £’000 £’000 £’000 £’000 £’000
At 1 April 2012 — — 85 — (69) 16
Issued in the year — — 497 — — 497
Merger 529 — (529) — — —
Loss for the year — — — — (415) (415)
At 31 March 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
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.
Versarien plc was formed on 25 February 2013 to acquire Versarien Technologies Limited in a share-for-share exchange prior to flotation. 
Consequently, there is not a statutory comparative period and under merger accounting the comparative financial information relates to 
Versarien Technologies Limited until the date of the merger.
Company statement of changes in equity
For the period ended 31 March 2014
Share
 capital
Share
premium
account
Merger
reserve
Other
reserve
Share-based
 payment
reserve
Retained 
earnings
Total 
equity
£’000 £’000 £’000 £’000 £’000 £’000 £’000
At incorporation — — — — — — —
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
Other reserves 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. 
Group statement of changes in equity
For the period ended 31 March 2014 Versarien plc Annual Report 2014 23
More information is available at www.versarien.com
Financial statements Corporate governance Review of the period
Financial statements/Statement of Group and Company cash flows
Group
Group 2013 Company
2014 £’000 2014
Notes £’000 (unaudited) £’000
Cash flows from operating activities
Cash used in operations 22 (715) (422) (241)
Interest paid (12) (10) —
Net cash from operating activities (727) (432) (241)
Cash flows from investing activities
Acquisition of subsidiaries (1,175) — (1,230)
Loans to subsidiaries — — (574)
Purchase of intangible non-current assets (18) (52) —
Purchase of tangible non-current assets (33) (14) (1)
Sale of tangible non-current assets — 9 —
Net cash from investing activities (1,226) (57) (1,805)
Cash flows from financing activities
Share issue 2,650 496 2,650
Flotation costs (581) — (581)
Repayment of finance leases (89) — —
Invoice discounting loan 156 — —
Net cash generated from financing activities 2,136 496 2,069
Increase in cash and cash equivalents 183 7 23
Cash and cash equivalents at beginning of year 32 25 —
Cash and cash equivalents at end of year 215 32 23
Versarien plc was formed on 25 February 2013 to acquire Versarien Technologies Limited in a share-for-share exchange prior to flotation. 
Consequently, there is no statutory comparative financial information. The comparative figures are for illustration only and represent the 
results of that subsidiary. 
The accompanying notes are an integral part of this Cash Flow Statement.
Statement of Group and Company cash flows
For the period ended 31 March 2014 Versarien plc Annual Report 2014 24 Financial statements/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 comparative figures are unaudited, non-statutory and for illustrative 
purposes only.
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).
The International Accounting Standards Board and the International Financial Reporting Interpretations Committee have issued the following 
standards and interpretations with an effective date after the date of these financial statements and which have not been early adopted:
Effective 1 January 2014:
  IFRS 10 “Consolidated Financial Statements”
  IFRS 11 “Joint Arrangements”
  IFRS 12 “Disclosures of Interests in Other Entities”
  IAS 32 (Amendment) “Offsetting Financial Assets and Financial Liabilities”
Effective 1 January 2015:
  IFRS 9 “Financial Instruments”
The impact of the adoption of these standards and interpretations on the Group’s financial statements in the period of initial application 
has not been quantified.
Basis of consolidation
The Group financial statements consolidate the financial statements of Versarien 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) has 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 has been 
accounted for on a merger or pooling of interest basis as if both entities had always been combined. The combination has been 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 the entire share capital of Total Carbide Limited on 12 June 2013 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.
Acquisition related costs are recognised in the Group statement of comprehensive income (see note 2). 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 (see note 5).
Accounting policies
For the period ended 31 March 2014 Versarien plc Annual Report 2014 25
More information is available at www.versarien.com
Financial statements Corporate governance Review of the period
Financial statements/Accounting policies
Basis of consolidation continued
Goodwill arising on the acquisition of subsidiaries represents 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.
Under acquisition accounting, the cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and 
liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a 
business combination are measured initially at their fair values at the acquisition date. The excess of the cost of acquisition over the fair 
value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. The direct costs of acquisition are recognised 
immediately as an expense.
Segmental reporting 
The Directors regard the Group’s reportable segments of business to be engineering versatile activities (“engineering”), manufacturing 
of tungsten carbide (“manufacturing”) and holding company activities (“central”). The business has no significant geographical aspect. 
Costs are allocated to the appropriate segment as they arise with central overheads apportioned on a reasonable basis.
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.
The intangible assets acquired and referred to in note 13 represent the estimated present value of the acquired company’s customer relationships.
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 2014 26 Financial statements/Accounting policies
Accounting policies continued
For the period ended 31 March 2014
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 development 
criteria has 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 VersarienCu commences.
Trade and other receivables
Trade and other receivables do not carry any interest and are stated at their nominal value 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
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. Versarien plc Annual Report 2014 27
More information is available at www.versarien.com
Financial statements Corporate governance Review of the period
Financial statements/Accounting policies
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-Merton 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
Sale of manufactured goods are recognised on the date of shipping of the goods.
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.
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.
Non-recurring items
Non-recurring 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 2014 28 Financial statements/Notes to the financial statements
Notes to the financial statements
For the period ended 31 March 2014
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 6 to 11. 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.
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.
(c) 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.
(d) 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 commitments.
At 31 March 2013 and 31 March 2014 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 and impairment
The Group believes that the most significant judgement area in the application of its accounting policies is establishing the fair value of 
intangibles. 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. Versarien plc Annual Report 2014 29
More information is available at www.versarien.com
Financial statements Corporate governance Review of the period
Financial statements/Notes to the financial statements
2. Significant accounting estimates and judgements continued
Critical accounting estimates and judgements continued
(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.
(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.
(iv) 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, licenced, 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.
3. Segmental information – business and geographical segments
At 31 March 2014 the Group is organised into two 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 two 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.
The segment analysis for the period ended 31 March 2014 is as follows:
Intra group
Central Engineering Manufacturing adjustments Total
£’000 £’000 £’000 £’000 £’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 (261) (569) (765) (19) (1,614)
(Loss)/profit from operations (231) (526) 332 (19) (444)
Non-recurring and special items (128) (50) (19) — (197)
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
In the prior year the Group only had the VTL activity and therefore no comparison is produced. Versarien plc Annual Report 2014 30 Financial statements/Notes to the financial statements
Notes to the financial statements continued
For the period ended 31 March 2014
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
2014
£’000
2013
£’000
(unaudited)
2014
£’000
2013
£’000
(unaudited)
United Kingdom 2,378 — 1,742 202
Rest of Europe 515 — — —
North America 3 — — —
Other 57 — — —
2,953 — 1,742 202
4. Other operating income
2014
£’000
2013
£’000
(unaudited)
Grant income 68 74
Other income 30 —
Total 98 74
5.  Expenses by nature
Expenses included in operating expenses are analysed below.
2013
2014
£’000
£’000
(unaudited)
Operating expenses
Employee costs (salaries, national insurance and pension) 1,378 256
Share-based payments 18 —
Depreciation 152 10
Amortisation 42 22
Operating lease rentals:
– machinery, equipment and vehicles 15 —
– land and buildings 116 —
Audit services:
– fees payable to Company auditor for the audit of the parent company and consolidated accounts 17 —
– the audit of the Company’s subsidiaries pursuant to legislation 18 11
Non-audit services:
– flotation fees 105 —
– other 9 —
6. Non-recurring items
2013
2014
£’000
£’000
(unaudited)
Restructuring costs – VTL 50 —
Acquisition costs – TCL 147 —
197 — Versarien plc Annual Report 2014 31
More information is available at www.versarien.com
Financial statements Corporate governance Review of the period
Financial statements/Notes to the financial statements
7. Finance charge
2014
£’000
2013
£’000
(unaudited)
Bank interest 2 —
Licence interest 10 10
12 10
8. Directors and employees
The average monthly number of employees, including Executive Directors, employed by the Group during the period was:
2014
Number
2013
Number
(unaudited)
Manufacturing 31 4
Sales and administration 12 4
43 8
The aggregate remuneration was as follows:
2013
2014
£’000
£’000
(unaudited)
Wages and salaries 1,250 227
Social security 128 29
Share-based payment charge – equity settled 18 —
 1,396 256
Details of share options granted to and exercised by Directors in the year are contained in the Directors’ Remuneration Report.
The key management of the Group comprises the Versarien Plc Group Board Directors. The total remuneration for each Director is shown below.
Salary Other benefits Total
2014
£’000
2013
2014
£’000
2013
2014
£’000
2013
£’000
(unaudited)
£’000
(unaudited)
£’000
(unaudited)
Executive
Neill Ricketts 90 85 7 — 97 85
Will Battrick 55 55 7 — 62 55
Christopher Leigh 74 — 7 — 81 —
219 140 21 — 240 140
Non-executive
Ian Balchin 26 — — — 26 —
David (Jeremy) Veasey 6 — — — 6 —
32 — — — 32 —
Stephen Humphries resigned as a Director on 3 July 2013. During the period a total of £1,400 (2013: £2,000) was invoiced for acting as 
Finance Director. Versarien plc Annual Report 2014 32 Financial statements/Notes to the financial statements
Notes to the financial statements continued
For the period ended 31 March 2014
9. Taxation
2013
2014
£’000
£’000
(unaudited)
UK corporation tax on profits of the year — —
Deferred tax — —
Tax on loss on ordinary activities — —
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The differences are explained below.
2013
2014
£’000
£’000
(unaudited)
Loss before tax (653) (414)
Loss before tax at the effective rate of corporation tax in the UK of 23.0% (2013: 24.0%) (150) (99)
Effects of:
Expenses not deductible for tax purposes 31 —
Capital allowances in excess of depreciation (26) 3
Unrelieved losses arising in the year 190 96
Recognised losses brought forward 41 —
Other adjustments (86) —
Tax charge for the year — —
The Group’s deferred tax assets, except for those arising on the fair valuation of net assets acquired on the acquisition of Total Carbide, 
are not recognised in accordance with Group policy. The amounts set out below will be available for offset against future taxable profits. 
These are stated using a corporation tax rate of 20% (2013: 23%).
2013
2014
£’000
£’000
(unaudited)
Unrelieved trading losses 304 133
Unrelieved capital losses 20 —
324 133
10. Loss per share
The calculation of the basic loss per share for the year ended 31 March 2014 and 31 March 2013 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.
Loss 
attributable to 
shareholders
£’000
Weighted 
average 
number of 
shares
Basic loss 
per share
pence
Year ended 31 March 2014 (653) 77,118,019 (0.85)
Year ended 31 March 2013 (unaudited) (414) 52,872,000 (0.78) Versarien plc Annual Report 2014 33
More information is available at www.versarien.com
Financial statements Corporate governance Review of the period
Financial statements/Notes to the financial statements
11. Goodwill and other intangible assets
Goodwill
Other 
intangibles Total
£’000 £’000 £’000
Cost
At 1 April 2013 (unaudited) — 165 165
Acquisition of Total Carbide Limited 354 123 477
Additions — 18 18
At 31 March 2014 354 306 660
Amortisation and impairment
At 1 April 2013 (unaudited) — 32 32
Amortisation charge — 42 42
At 31 March 2014 — 74 74
Carrying value
At 31 March 2014 354 232 586
At 31 March 2013 (unaudited) — 133 133
Impairment
Goodwill arising on consolidation represents the excess of cost of 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.
Other intangible assets
31 March 2014
£’000
31 March 2013
£’000
(unaudited)
Fair value intangibles acquired 103 —
Development costs 67 51
Licence 62 82
Total 232 133
The fair value of intangible assets acquired 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 2014 34 Financial statements/Notes to the financial statements
Notes to the financial statements continued
For the period ended 31 March 2014
11. Goodwill and other intangible assets continued
On 12 June 2013 the Company acquired the entire share capital of Total Carbide Limited for a consideration of £2.28 million comprising 
cash of £1.23 million (net) and 8,571,429 Ordinary shares at the flotation price of 12.25 pence per share. The provisional fair value of the 
assets and liabilities of Total Carbide at the date of acquisition were as follows:
Fair value
£’000
Non-current assets
Intangible assets 123
Property, plant and equipment 1,141
Deferred tax assets 65
1,329
Current assets
Inventories 701
Trade and other receivables 714
Cash and cash equivalents 55
1,470
Total assets 2,799
Non-current liabilities
Obligations under finance leases (92)
Dilapidations provision (200)
(292)
Current liabilities
Trade and other payables (526)
Obligations under finance leases (55)
(581)
Total liabilities (873)
Net assets 1,926
Goodwill 354
Amount paid 2,280
Cash 1,230
Shares 1,050
In accordance with IFRS 3, the Board has reviewed the fair value of the assets and liabilities using the information available to it since 
Total Carbide was acquired. The provisional fair values are being discussed in accordance with the terms of the share purchase agreement 
and may therefore change. Versarien plc Annual Report 2014 35
More information is available at www.versarien.com
Financial statements Corporate governance Review of the period
Financial statements/Notes to the financial statements
12. Property and equipment
Plant and Leasehold 
machinery improvements Total
Group £’000 £’000 £’000
Cost
At 1 April 2013 (unaudited) 66 13 79
On acquisition of TCL 5,389 — 5,389
Additions 33 — 33
At 31 March 2014 5,488 13 5,501
Depreciation
At 1 April 2013 (unaudited) 3 7 10
On acquisition of TCL 4,248 — 4,248
Charge for the year 146 6 152
At 31 March 2014 4,397 13 4,410
Net book value
At 31 March 2014 1,091 — 1,091
At 31 March 2013 63 6 69
13. Investment in subsidiaries
Company
2014
£’000
Cost
At incorporation —
Investment in VTL 98
Investment in TCL 2,279
Capitalisation of debt due from VTL 574
At 31 March 2014 2,951
On 12 June 2013 the Company acquired the entire share capital of Total Carbide Limited for a consideration of £2.28 million comprising 
cash of £1.23 million (net) and 8,571,429 Ordinary shares at the flotation price of 12.25 pence per share.
An analysis of the assets and liabilities acquired together with fair value adjustments are given in note 11.
Principal Group investments
The Company has investments in the following principal subsidiary undertakings.
Country of Class of
incorporation capital %
Versarien Technologies Limited 
– principal activity of this company is the engineering of versatile materials England Ordinary 100.0
Total Carbide Limited 
– principal activity of this company is the manufacture of tungsten carbide parts England Ordinary 100.0 Versarien plc Annual Report 2014 36 Financial statements/Notes to the financial statements
Notes to the financial statements continued
For the period ended 31 March 2014
14. Inventory
  
Group
2014
£’000
Group
Company
2014
£’000
2013
£’000
(unaudited)
Raw materials 368 3 —
Work in progress 306 — —
Finished goods 91 — —
765 3 —
15. Trade receivables and other current assets
  
Group
2014
£’000
Group
Company
2014
£’000
2013
£’000
(unaudited)
Trade receivables 829 19 —
Social security and other taxes 15 23 —
Other debtors 15 68 1
Prepayments and accrued income 96 — 31
955 110 32
Trade receivables
  
Group
2014
£’000
Group
Company
2014
£’000
2013
£’000
(unaudited)
Trade receivables not past due 790 19 —
Trade receivables past due but not impaired 64 — —
Gross trade receivables at 31 March 2014 854 19 —
Provision for bad debt at 1 April 2013 — — —
Debt provisions provided for in the year 25 — —
Provision for bad debt at 31 March 2014 25 — —
Net trade receivables at 31 March 2014 829 19 —
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. Versarien plc Annual Report 2014 37
More information is available at www.versarien.com
Financial statements Corporate governance Review of the period
Financial statements/Notes to the financial statements
16. Trade and other payables
  
Group
2014
£’000
Group
Company
2014
£’000
2013
£’000
(unaudited)
Trade payables 360 70 24
Other payables 18 17 —
Payables to Group undertakings — — 64
Social security and other taxes 112 9 13
Accruals and deferred income 59 19 13
549 115 114
The Directors consider that the carrying amount of trade payables approximates to their fair value.
17. Non-current trade and other payables
Group
2014
£’000
Group
Company
2014
£’000
2013
£’000
(unaudited)
Deferred licence cost 85 102 —
Deferred grant income 30 32 —
115 134 —
18. Share capital and share premium
Group and Company
Number Ordinary 
shares
£’000
Share 
premium
£’000
Total
£’000
of shares
’000
At incorporation — — — —
Issue of shares at 1 pence per share 52,872 529 — 529
Expenses of share issue — — — —
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 31 March 2014 83,076 831 1,853 2,684
All issued shares are fully paid. Versarien plc Annual Report 2014 38 Financial statements/Notes to the financial statements
Notes to the financial statements continued
For the period ended 31 March 2014
19. 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. Options over 4,031,490 Ordinary shares (2013: nil) were granted during the year 
and 88,120 options lapsed (2013: nil). No performance conditions or market conditions are attached to these options.
Movements in the number of share options outstanding and their related weighted average exercise prices were as follows:
2014
Weighted 
average 
exercise price 
in pence 
per share
Options
(‘000s)
2013
Weighted 
average 
exercise price
 in pence 
per share
(unaudited)
Options
(‘000s)
At 12 June 2013 — — — —
Granted 0.13p 4,032 — —
Exercised — — — —
Lapsed 0.12p 88 — —
At 31 March 2014 0.13p 3,944 — —
Of the 3,943,370 outstanding options (2013: nil), nil had vested at 31 March 2014 (2013: nil).
Share options outstanding at the end of the year have the following expiry date and exercise prices:
Expiry date
Exercise price
pence per share
2014
Number
(’000s)
2013
Number
(unaudited)
2014 12.25p 1,138 —
2014 15.50p 176 —
2015 12.25p 1,138 —
2015 15.50p 176 —
2016 12.25p 1,139 —
2016 15.50p 177 —
3,944 
The weighted average fair value of options granted to Executive Directors and employees during the year determined using the 
Black-Scholes-Merton valuation model was 6.7 pence per option. The significant inputs into the model were exercise price shown 
above, volatility of 30%, dividend yield of 0%, expected option life of four years and annual risk-free interest rate of 1.6%. Future 
volatility has been estimated based on comparable information rather than historical data. No options were granted in the prior year.
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 five years from 12 June 2014. Options have been exercised to acquire 335,129 Ordinary shares since the year end. Versarien plc Annual Report 2014 39
More information is available at www.versarien.com
Financial statements Corporate governance Review of the period
Financial statements/Notes to the financial statements
20. Other reserves
The merger reserve was created on the reconstruction of the Group consequent to 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 2013 and 2014 is set out in the Group Statement of Changes in Equity.
21. Operating lease commitments
The Company leases the premises of Total Carbide Limited under a non-cancellable operating lease which expires in 2016. The future 
aggregate minimum lease payments under non-cancellable operating leases are as follows:
2014 2013
Plant, 
equipment
and vehicles
£’000
Land and 
buildings
£’000
Plant, 
equipment
and vehicles
Land and 
buildings
£’000
(unaudited)
£’000
(unaudited)
Group
Within one year 18 146 — —
From two to five years 16 97 — —
After five years — — — —
Company
Within one year — — — —
From two to five years — — — —
After five years — — — —
22. Cash flows from operating activities
Group Company
2013
2014
£’000
£’000
(unaudited)
2014
£’000
Loss before tax (653) (414) (359)
Adjustments for:
Share-based payments 35 — 35
Depreciation 152 10 —
Amortisation 42 23 —
Finance cost 12 10 —
Increase in trade and other receivables (131) (70) (32)
Increase in inventories (61) (3) —
(Decrease)/increase in trade and other payables (111) 22 115
Cash flows from operating activities (715) (422) (241)
23. Post balance sheet events
On 30 April 2014 the Company completed the acquisition of 85% of the issued share capital of 2-DTech Limited from the University of 
Manchester for a total consideration of £440,000 settled by a mix of cash and new Ordinary shares. The fair value of the assets and 
liabilities acquired was £103,000 comprising tangible fixed assets of £126,000, inventory of £10,000, debtors £41,000, cash of £257,000 and 
assumed liabilities of £331,000. It simultaneously raised £5.5 million (before expenses) through the placing of 21,153,847 new Ordinary 
shares at 26 pence per share. Versarien plc Annual Report 2014 40 Financial statements/Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting (the “AGM”) of Versarien plc (the “Company”) will be held at the offices of Field Fisher 
Waterhouse LLP, 2 Swan Lane, London EC4R 3TT on Friday 22 August at 9.00am for the following purposes:
To consider and, if thought fit, pass the following resolutions, of which resolutions 1 to 8 will be proposed as ordinary resolutions and 
resolutions 9 and 10 will be proposed as special resolutions:
Ordinary business
1.  To receive the Report of the Directors and the audited financial statements for the period ended 31 March 2014 together with the 
Report of the Independent Auditors thereon.
2.  That BDO LLP be and is hereby re-appointed as the independent auditor of the Company for the year ending 31 March 2015 to hold 
office until the end of the next period for appointing an 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 2015 and for subsequent 
financial years or unless this authority is either revoked or varied.
3. To re-appoint Neill Ricketts as a Director.
4. To re-appoint William Battrick as a Director.
5. To appoint Christopher Leigh as a Director.
6. To appoint Ian Balchin as a Director.
7. To appoint David (Jeremy) Veasey as a Director.
Special business
8. 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 they are hereby 
generally and unconditionally authorised for the purpose of Section 551 of the Companies Act 2006 (the “Act”): 
 (a)  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 £351,370 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); and further
 (b)  to allot equity securities (as defined in Section 560 of the Act) up to an aggregate further nominal value of £351,370 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,
  PROVIDED THAT this authority shall, unless previously renewed, varied or revoked by the Company in general meeting, expire 
at the conclusion of the next annual general meeting or on the date which is six months after the next accounting reference date of 
the Company (if earlier) 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.
Notice of Annual General Meeting Versarien plc Annual Report 2014 41
More information is available at www.versarien.com
Financial statements Corporate governance Review of the period
Financial statements/Notice of Annual General Meeting
9. 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 8 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 8 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 £105,411,
  and shall expire at the conclusion of the next annual general meeting or on the date which is six months after the next accounting 
reference date of the Company (if earlier) 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.
10. 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 1p each in 
the capital of the Company provided that:
(i)  the maximum aggregate number of shares hereby authorised to be purchased is 10,541,121 ordinary shares of 1p each (representing 
10 per cent. of the Company’s issued share capital at the date of this notice);
(ii)  the minimum price which may be paid for such shares is 1p per share;
(iii)  the maximum price (exclusive of expenses) which may be paid for an ordinary share shall not be more than 105 per cent. 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;
(iv)  unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the conclusion of the Company’s next 
annual general meeting; and
(v)  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
29 July 2014
  Versarien plc Annual Report 2014 42 Financial statements/Notice of Annual General Meeting
Notice of Annual General Meeting continued
Explanatory notes to the Notice of Annual General Meeting
The notes on this page give an explanation of the proposed resolutions.
Resolutions 1 to 8 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.
Ordinary resolutions
Resolution 1 – Receipt of 2014 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 2014.
Resolution 2 – Re-appointment of auditor
Resolution 2 proposes the re-appointment of BDO LLP as the Company’s auditor and authorises the Directors to fix the remuneration 
of the auditor.
Resolutions 3 to 7 (inclusive) – Re-appointment of Directors
In accordance with the UK Corporate Governance Code (“the Code”) all of the Directors will seek election at the AGM (to take effect at the 
conclusion of the AGM). Company law requires that each Director is voted on separately and accordingly each Director will be proposed 
for re-election by a separate resolution. Brief biographical details of all the Directors, including those standing for re-appointment, 
appear on pages 12 and 13 of the Annual Report and financial statements. The Non-executive Directors standing for re-election are 
considered independent under the Code.
Resolution 8 – 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 £351,370 (35,137,000 ordinary shares of the Company), being approximately one-third 
of the Company’s issued share capital as at 21 July 2014, the latest practicable date prior to publication of this notice as well as a further 
£351,370 (35,137,000 ordinary shares) in respect of pre-emptive rights issues.
Special resolutions
Resolution 9 – 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 £105,411, which is 
equal to 10% of the nominal value of the issued ordinary share capital of the Company, subject to resolution 8 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 or on the date which is six months after 
the next accounting reference date of the Company (whichever is the earlier).
Resolution 10 – 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 10,541,121 which is equal to 10% of the issued 
share capital of the Company as at the date of this notice. This authority will expire at the conclusion of the Annual General Meeting in 2015.
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 1p 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.
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. Versarien plc Annual Report 2014 43
More information is available at www.versarien.com
Financial statements Corporate governance Review of the period
Financial statements/Notice of Annual General Meeting
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 section 
“Nominated persons” defined in 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 time stamp 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).
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. Versarien plc Annual Report 2014 44 Financial statements/Notice of Annual General Meeting
Notice of Annual General Meeting continued
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 25 July 2014 (being the latest practicable date prior to the publication of this document) the Company’s issued 
share capital comprised 105,411,214 Ordinary shares of 5 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 25 July 2014 
is 105,411,214.
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 (“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.
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 8.30am 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
Building 4
Vantage Point Business Village
Mitcheldean
Gloucestershire GL17 0DD Gold Medal  
Winners – 2012
HP Smart Business 
of the Y ear – 2013
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Y ear – 2013
Start Up of the Y ear – 2013 Winners – 2014 Winners – 2014
Advisers
Registrars
Share Registrars Limited
Suite E
First Floor
9 Lion & Lamb Yard 
Farnham
Surrey GU9 7LL
Auditor
BDO LLP 
Pannell House
Park Street 
Guildford 
GU1 4HN
Nominated adviser and broker
Charles Stanley & Co. Ltd
25 Luke Street
London
EC2A 4AR
Legal adviser
Field Fisher Waterhouse LLP
Riverbank House
2 Swan Lane 
London 
EC4R 3TT
Company registration number 8418328
Financial PR
Abchurch Communications
125 Old Broad Street
London
EC2N 1AR
Tax adviser
Chantrey Vellacott DFK LLP
Russell Square House
10–12 Russell Square
London
WC1B 5LF
Secretary and registered office
Christopher Leigh
Building 4
Vantage Point Business Village
Mitcheldean
Gloucestershire GL17 0DD Versarien plc
Building 4
Vantage Point Business Village
Mitcheldean
Gloucestershire GL17 0DD
www.versarien.com
Versarien plc Annual Report 2014 Versarien plc Annual Report 2014