Annual Report and Accounts 2018 and Accounts Annual Report BROADENING THE SPECTRUM Nanoco Group plc – Annual Report and Accounts 2018 NANOCO GROUP PLC BUILDING OUT FROM OUR TECHNOLOGY PLATFORM Strategic report Highlights 01 At a glance 02 Chairman’s statement 04 Chief Executive Officer’s statement 07 Our business model 10 Our markets 12 Our strategy 14 Our key performance indicators 16 Principal risks and uncertainties 18 Viability statement 22 Financial review 24 Sustainability 27 Corporate governance Board of Directors 34 Corporate governance statement 36 Nominations Committee report 43 Audit Committee report 45 Remuneration Committee report 49 Directors’ remuneration report 52 Directors’ report 68 Statement of Directors’ responsibilities 71 Financial statements Independent auditor’s report 73 Consolidated statement of comprehensive income 79 Consolidated statement of changes in equity 80 Company statement of changes in equity 80 Statement of financial position 81 Cash flow statements 82 Notes to the financial statements 83 Investor information 105 Find out more about us online at www.nanocotechnologies.com 01 Nanoco Group plc – Annual Report and Accounts 2018 HIGHLIGHTS The Group’s nano-material platform technology supports Lighting REPORT STRATEGIC opportunities across a wide range of markets and • Continue to explore a number of specialist applications end-user applications. Recent performance in a in the UK and US, specifically targeting commercial number of these is summarised below: vertical farms for vegetables and sports turf Nano-materials (for use in the • CareWear® (one of CareWear Corp.’s products) electronics industry)1 gaining early traction in the US • Excellent progress in the execution of material development and supply agreements with Life sciences undisclosed US Company • Further progress in exploring potential uses of GOVERNANCE CORPORATE the Company’s CFQD® technology for imaging • £2.6 million received in milestone payments and and diagnosis of cancer fees from these contracts during the year • Initial toxicology tests passed successfully • Development of new manufacturing facilities in Runcorn, funded by £2.9 million advance payments by US Financial highlights Company against discounted future product sales • Significant increase in billings to £6.5 million • Expansion project on track to complete by (2017: £1.1 million) 31 December 2018 FINANCIAL STATEMENTS • Revenue and other operating income more than • Exploring further revenue-generating commercial doubled to £3.4 million (2017: £1.6 million) service opportunities in advance of product sales • Loss after tax cut to £6.0 million (2017: £9.1 million) with £1.5 million full-year benefit of prior year Display cost reductions • R&D activity changed focus during the year to improve dot performance in line with ever increasing • £7.9 million net proceeds from November 2017 fundraise technical requirements of the display industry • Cash position increased to £10.7 million (31 January 2018: • Internal development and production resources £8.7 million; 31 July 2017: £5.7 million), sufficient to pivoted away from Display to focus on the fund Group assuming commercial production immediate nano-materials opportunity in revenues early in H1 FY20. Cash includes an amount the electronics market (noted above) of £0.8 million received from a customer for the purchase of capital equipment. The cash cannot • Progress in Display continues to be hampered be used for any other purpose by the slow pace of market evolution • Contingency plans in place to reduce costs and • Working with Wah Hong to provide film to a preserve cash in event of further delays Taiwanese display panel maker targeting the to commercial revenue streams gaming monitor niche. Revised customer launch date pushes back sales previously expected in the 2018 Christmas holiday season CASH REVENUE 2018 £10.7M 2018 £3.3M 2017 £5.7M 2017 £1.3M 2016 £14.5M 2016 £0.5M LOSS AFTER TAX TOTAL BILLINGS* £(6.0)M 2018 2018 £6.5M £(9.1)M 2017 2017 £1.1M £(10.6)M 2016 2016 £1.9M 1 The Group’s platform technology is built on nano-materials. Nano-materials for use in the electronics industry are one subset of that platform. CFQD® quantum dots are another subset. * “Total billings” is an alternative performance measure (“APM”) not defined in GAAP. It represents the sum of invoices raised for revenue, other operating income and deferred revenue (see page 25 for reconciliation to the income statement). The Group uses APMs where they give the reader of the accounts additional insight into performance. They are not a substitute for, or superior to, GAAP performance measures. Forward-looking statements The disclosures in this Annual Report for Nanoco Group plc (the “Company”) and its subsidiaries (“Nanoco” or the “Group”) contain certain forward-looking statements. Although the Board believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will arise. Because the expectations are subject to risks and uncertainties, actual results may vary significantly from those expressed or implied by the forward-looking statements based upon a number of factors. Such forward-looking statements include the statements under “outlook”, prospects and the commercial success of our CFQD® applications and other existing or future revenue-generating sources, risks related to the Group’s ability or that of its sub-contractors and partners to manufacture products on a large scale or at all, risks related to the Group’s and its marketing partners’ ability to market products on a large scale or expand market share in the face of changes in customer requirements, competition and regulatory and technological change, risks related to the ownership and use of intellectual property, and risks related to the Group’s ability to manage growth. Nanoco undertakes no obligation to revise or update any forward-looking statement to reflect events or circumstances after the date of the Annual Report. 02 Strategic report AT A GLANCE LEADING THE FIELD We are a world leader in the research and development of cadmium and heavy-metal-free quantum dots, called CFQD® quantum dots, and semiconductor nano-materials. We have the capability to manufacture CFQD® quantum dots in large scale and are creating a facility for the manufacture of semiconductor nano-materials. WHAT WE DO We are focused on continually developing and scaling up CFQD® quantum dots that are fit for purpose across large addressable markets. Our ability to innovate keeps us at the cutting edge of technology. Nano- Display Lighting Life sciences 2D materials Solar materials Multi-channel Direct sales Cancer imaging, Developing Printable copper, New agreement strategy of own diagnostics and next generation indium, gallium manufactured therapy nano-materials and selenium with US Company Own production product (“CIGS”) solar cell in 2018 of CFQD® Image-guided In collaboration New production quantum dots Specialised surgery with Professor Seeking licensing and resin lighting focus Konstantin deals or possible facilities funded Excellent proof- Novoselov, 2010 divestment by advance Direct sales Horticulture of-principle data Nobel Laureate payments from through film Phototherapy Partnership with for physics US Company producers University College (Wah Hong) Funded by R&D projects London and £400,000 also ongoing Dow and Merck Cancer Research convertible loan technology UK – grant 90% of revenues from University licence funded in 2018 of Manchester WHY PARTNER WITH US? In Display: the benefits of CFQD® quantum dot film Great depth of intellectual property and know-how in nano-materials Better colour gamut Reds are deeper, greens are brighter and the entire colour palette is rendered with Platform technology allows access to multiple unprecedented vividness, bringing the imaged world vibrantly to life. practical applications and markets Energy efficient Deep intellectual property, with 650+ patents Nanoco’s quantum dot technology is more efficient at converting energy to light. granted/pending Minimal process World-leading capability to develop Use of Nanoco’s quantum dot technology enables the manufacturers to use production processes for nano-materials their existing infrastructure. Ability to scale up from R&D to production Read about our markets on pages 12-13 levels of manufacturing 03 Nanoco Group plc – Annual Report and Accounts 2018 STRATEGIC REPORT STRATEGIC CORPORATE GOVERNANCE CORPORATE FINANCIAL STATEMENTS WHERE WE DO IT Nanoco is a global business with its headquarters in Manchester, where the Group’s R&D activities are based. Our team totals around 90 people, most of whom are highly qualified scientists recruited from countries all around the world. Business development Head office Manufacturing Business development USA Manchester, UK Runcorn, UK Korea Taiwan REASONS TO INVEST Our patented molecular seeding process allows for 1 2 3 4 5 cost-effective production Scalable “platform Pioneer and Hybrid IP licensing Extensive patent Developing of uniform, high quality technology” with world leader in and material supply portfolio, c. 650 multi-market and quantum dots and other multiple markets the development model with multiple patents granted/ multi-application nano-materials on a and product and production routes to market. pending. sales pipeline. large scale. applications. of cadmium-free quantum dots Read about our business (CFQD®s). model on pages 10-11 04 Strategic report CHAIRMAN’S STATEMENT SUBSTANTIAL