TIDMINSP

RNS Number : 9850W

Inspirit Energy Holdings PLC

29 December 2021

29 December 2021

Inspirit Energy Holdings Plc

("Inspirit" or "the Company")

ANNUAL REPORT AND ACCOUNTS FOR THE YEARED 30 JUNE 2021

NOTICE OF ANNUAL GENERAL MEETING

Inspirit Energy Holdings Plc today announces its audited results for the year ended 30 June 2021 (the "Accounts").

Copies of the Company's Annual Report and Accounts will be sent to shareholders along with a Notice of AGM and will be available on the Company's website www.inspirit-energy.com today.

The AGM will be held at 200 Aldersgate Street, London EC1A 4HD at 11 am on 9(th) February 2022.

Further copies may be obtained directly from the Company's Registered Office at Inspirit Energy Holdings plc, 200 Aldersgate Street, London EC1A 4HD. Extracts of the Accounts are set out below.

Chairman's Statement

Inspirit Energy Holdings plc (Inspirit) has maintained its focus on the application of the Stirling engine in various sectors during the year, and during the last few months of the financial year ended 30 June 2021, COVID 19 restrictions eased and Inspirit had been working with its engineering partners on the fine details of the new Waste Heat Recovery (WHR) system for the application on the Volvo marine engine. Details on the electrical and the main mechanical systems are near completion, and it is hoped that by the end of 2021 all major items of the WHR system will be complete, with a view to having the designs for a full working prototype that can be put into testing and manufacture.

Despite the global slowdown and access to materials, the operating Board believe that the company has maintained a positive progress over the last year in the alternative applications of the Stirling engine and there is strong evidence of the need to refocus our strategic objectives towards these areas that include marine and waste heat recovery. We wait to assess the impact on government's ban on oil and gas boilers on new build property from 2025, but there is no clear outcome with existing households gas boiler heating. It should be noted that this is by no means an abandonment of our MicroCHP boiler technology as over 65% of the technology for the Inspirit charger is applicable to the marine and waste heat recovery applications. The Company is in discussion with an organisation that can modify and re-engineer the heater head that is potentially applicable in the rapidly emerging hydrogen market.

As per prior years, the board are continuing to assess funding options for the development and commercialisation of our products and will continue to demonstrate prudence in our approach to managing our current resources whilst pushing forward with our product development.

I would like to personally thank my colleagues for their hard work and commitment to driving the business forward during these challenging times.

J Gunn

Chairman and Chief Executive Officer

29 December 2021

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

More information on Inspirit Energy can be seen at: www.inspirit-energy.com

For further information please contact:

 
              Inspirit Energy Holdings plc 
              John Gunn, Chairman and CEO      +44 (0) 207 048 9400 
              Beaumont Cornish Limited 
               www.beaumontcornish.com 
               (Nominated Advisor) 
              Roland Cornish / James Biddle    +44 (0) 207 628 3396 
              Global Investment Strategy UK 
               Ltd 
               (Broker) 
               Samantha Esqulant                 +44 (0) 207 048 9045 
 

STRATEGIC REPORT FOR THE YEARED 30 JUNE 2021

The Directors present their Strategic Report on Inspirit Energy Holdings plc (the "Company") and its subsidiary undertakings (together the "Group") for the year ended 30 June 2021.

REVIEW OF THE BUSINESS

Inspirit Energy Limited (IEL) is currently in the process of refocusing its expertise in the application of the Stirling engine technology in different sectors including Marine and Waste Heat Recovery.

The Company is also currently pursuing the development and commercialisation of a world-leading micro-Combined Heat and Power ("mCHP") boiler for use in commercial and residential markets. The mCHP boiler is powered by natural gas or hydrogen and designed to produce hot water (for domestic hot water or central heating) and a simultaneous electrical output that can be used locally or fed back into the National Grid.

DEVELOPMENTS DURING THE YEAR

Despite COVID 19 impacting the year with lockdowns, supply line issues and general movement in Europe, IEL had been working with its engineering partners on the fine details of the new WHR for the application on the Volvo marine engine.

In addition, IEL developed and applied a new innovative technology that will become an integral part of the of WHR System. Whilst still in the early stages of development, the Inspirit Helix Accelerator system (IHA), works alongside the WHR system taking the heat from the original source and increasing it via an exothermic reaction demonstrated to be at least 26%. Essentially, the heat source that passes though the IHA is amplified to provide a greater heat source for the Stirling engine, resulting in greater power output and efficiency. The Company believes that this technology, along with the Stirling technology that Inspirit Energy has also developed, makes this system more innovative than anything currently on the market. IHA has other applications where the current heat source is in a lower threshold and the traditional use of Stirling technology would not seem a benefit to recover lost energy.

PROMOTION OF THE COMPANY FOR THE BENEFIT OF THE MEMBERS AS A WHOLE

The Director's believe they have acted in the way most likely to promote the success of the Company for the benefit of its members as a whole, as required by s172 of the Companies Act 2006.

The requirements of s172 are for the Directors to:

   --      Consider the likely consequences of any decision in the long term; 
   --      Act fairly between the members of the Company; 
   --      Maintain a reputation for high standards of business conduct; 
   --      Consider the interests of the Company's employees; 
   --      Foster the Company's relationships with suppliers, customers and others; and 
   --      Consider the impact of the Company's operations on the community and the environment. 

The Company is quoted on AIM and its members will be fully aware, through detailed announcements, shareholder meetings and financial communications, of the Board's broad and specific intentions and the rationale for its decisions.

When selecting suppliers and materials, issues such as the impact on the community and the environment have actively been taken into consideration.

The Company pays its employees and creditors promptly and keeps its costs to a minimum to protect shareholders funds.

Other developments during the year:

 
   On 3rd November 2020, the Company announced that it had entered 
    into a letter of support for the development of a Waste Heat 
    Recovery ("WHR") system following a successful model design 
    and application demonstration with Volvo Penta, a world-leading 
    supplier of power solutions for marine and industrial applications. 
    On 3rd November 2020, the Company announced that it had received 
    Warrant Conversion notices for GBP150,000 at 0.07 per share 
    on the Warrants attached to Convertible Loan Notes (CLN's) 
    issued on the 4th May 2018. 
    On 4th November 2020, the Company announced that it is in 
    discussions regarding a possible collaboration with an engineering 
    company with expertise in advanced gasification. 
    On 16th November 2020, the Company announced that it had received 
    warrant conversion notices for GBP107,500 at 0.07 p per share 
    on the Warrants attached to Convertible Loan Notes (CLN's) 
    issued on the 4 May 2018 to the Directors of the Company and 
    accordingly issued 153,571,427 Ordinary Shares. The ordinary 
    shares in relation to the converted warrants consisted of 
    the Chairman and CEO, John Gunn was issued 71,428,571 new 
    Ordinary Shares of 0.001p each; Global Investment Strategy 
    UK Ltd (A company with direct control by John Gunn) was issued 
    67,857,142 new Ordinary shares and Nilesh Jagatia, Finance 
    Director, was issued 14,285,714 Ordinary Shares 
    On 27th May 2021, the Company announced that it had raised 
    a gross amount of GBP500,000 through the placing of 1,000,000,000 
    ordinary shares of 0.001 pence each in the share capital of 
    the Company at 0.05 pence per Ordinary Share. For every two 
    Placing Shares they subscribed to, placees will also receive 
    one warrant over Ordinary Shares valid for 24 months from 
    the date of issue exercisable at 0.075 pence per Ordinary 
    Share. 
 

BOARD CHANGES

None.

RESULTS AND DIVIDS

The Group made a loss after taxation of GBP253,000 (2020: loss of GBP199,000) and net assets were GBP2,891,000 (2020: GBP2,416,000).

The Directors do not propose a dividend for the year to 30 June 2021 (2020: GBPnil).

KEY PERFORMANCE INDICATORS

The key performance indicators (KPI) used by the Board to monitor the performance of the Group, are set out below:

 
PLC S                                      30 June       30 June 
                                              2021          2020 
------------------------------------  ------------  ------------ 
Net asset value                       GBP2,891,000  GBP2,416,000 
Net asset value - fully diluted per 
 share                                      0.074p         0.10p 
Closing share price                          0.05p         0.05p 
Market capitalisation                 GBP2,135,820  GBP1,451,891 
------------------------------------  ------------  ------------ 
 

The Net asset value and Market capitalisation have increased during the period due to the placing and warrant

conversions during the reporting period. The closing share price has maintained the same price during these

unprecedent times and provides a positive reflection on the company.

COVID 19 ASSESMENT

During the reporting period, the Group continued to develop its microCHP boiler, Marine engine and Waste Hear Recovery (WHR) application with its European partners. Specifically, the Company has spent time working to refine Inspirit's Stirling technology, reviewing the potential supply chain and detailing the product specifics for potential commercial partners. This progress was achieved despite the significant issues resulting from the COVID-19 pandemic in Europe, which was instrumental in causing some of these European partners to cease trading and therefore necessitated their replacement with other competent manufacturers.

The Board recognises that these are still unprecedented times and that the necessary actions Global and European Governments are taking to control COVID-19 are inevitably causing disruption to the economy and supply chain for components. As with all businesses, we are not immune to this and experienced movement and lock down restrictions in the UK and Europe. As a result, our European partners and Marine counterparts are constantly reviewing the timeline in resuming development and testing of our technology.

Despite supply and manufacturing issues I identified above, the Company developed and applied a new innovative technology that will become an integral part of the of WHR System. Whilst still in the early stages of development, the Inspirit Helix Accelerator system (IHA), works alongside the WHR system taking the heat from the original source and increasing it via an exothermic reaction demonstrated to be at least 26%. Essentially, the heat source that passes though the IHA is amplified to provide a greater heat source for the Stirling engine, resulting in greater power output and efficiency. The Company believes that this technology, along with the Stirling technology that Inspirit Energy has also developed, makes this system more innovative than anything currently on the market.

To mitigate the impact of COVID 19, the Company has diversified their supplier base with multiple suppliers in different countries. In the event that any country has further lock downs or restrictions we would be able to swap supplier with minimal impact on our project plan .

KEY RISKS AND UNCERTAINTIES

Early stage product development carries a high level of risk and uncertainty, although the rewards can be outstanding. At this stage, there is a common risk associated with all pioneering technologically advanced companies in their requirement to continually invest in research and development. The Group has already made significant investments in addressing opportunities in the renewable energy sector.

Other risks and uncertainties within the Group are detailed in principle 4 of the Corporate Governance Report.

GOING CONCERN RISK

The Group requires financing to fund its operations through to revenue generation. There is the risk that the Group will not have access to sufficient funds to achieve this. The Group seek to mitigate through forecast preparation and monitoring. Further details are on page 9.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The principal financial risk faced by the Group is liquidity risk. The Group's financial instruments included borrowings and cash which it used to finance its operations. At the year end, borrowings did not include any borrowings supplied from the Group's principal bank, Barclays Bank Plc. More information is given in Note 3 to the Financial Statements. The Group has no significant concentrations of credit risk.

CAPITAL RISK MANAGEMENT

The Group's objectives when managing capital are to safeguard the Group's and Company's ability to continue its activities and bring its products to market. Capital is defined based on the total equity of the Company. The Company monitors its level of cash resources available against future planned activities and may issue new shares in order to raise further funds from time to time.

MANAGEMENT AND KEY PERSONNEL

The risk of high turnover of staff and other specialist staff recruitment issues would have an impact on operation and reputation. The Board provides recognition and support for well performing existing employees and has implemented and monitors robust health and safety measures at the workplace.

TECHNOLOGY RISK

The Group's success is dependent on its technology and management's ability to market it successfully. There is the risk that the technology could become obsolete or a rival could develop an improved alternative. Management seek to mitigate this by constantly seeking to improve the product, closing watching its competitors and employing skilled personnel.

ASSESSMENT OF BUSINESS RISK

The Board regularly reviews operating and strategic risks. The Group's operating procedures include a system for reporting financial and non-financial information to the Board including:

-- reports from management with a review of the business at each Board meeting, focusing on any new decisions/risks arising;

   --      reports on the performance of investments; 
   --      reports on selection criteria of new investments; 
   --      discussion with senior personnel; and 
   --      consideration of reports prepared by third parties. 

Details of other financial risks and their management are given in Note 3 to the financial statements.

ON BEHALF OF THE BOARD

N Jagatia

Director

29 December 2021

REPORT OF THE DIRECTORSFOR THE YEARED 30 JUNE 2021

The Directors present their annual report on the affairs of the Group and Company, together with the audited financial statements for the year ended 30 June 2021.

PRINCIPAL ACTIVITIES

The principal activity of the Group and Company is that of development and commercialisation of the mCHP boiler and application of the stirling technology in other sectors.

Details of the Group's principal activity can be found in the Strategic Report.

DIRECTORS

The Directors who held office in the period up to the date of approval of the Financial Statements and their beneficial interests in the Company's issued share capital at the beginning and end of the accounting year were:

 
                   Number of                    Number of 
                 ordinary shares        share options and warrants 
----------  ------------------------  ----------------------------- 
                30 June      30 June      30 June           30 June 
                   2021         2020         2021              2020 
----------  -----------  -----------  -----------  ---------------- 
J Gunn **   861,403,363  507,983,664            0       71,428,571* 
N Jagatia    44,857,142   30,571,428            0       14,285,714* 
A Samaha              -            -            -                 - 
 

*Warrant conversion price of 0.07p per share and issued on 22 November 2019

**861,403,363 Ordinary Shares (direct 657,981,981 Ordinary Shares and indirect via GIS 203,421,382 Ordinary Shares)

INDEMNITY OF OFFICERS

The Company maintains appropriate insurance cover against legal action brought against its Directors and officers.

RESEARCH AND DEVELOPMENT

For details of the development activities undertaken in the year, please refer to principle 1 of the Corporate Governance Report.

BOARD OF DIRECTORS

The Board is responsible for strategy and performance, approval of major capital projects and the framework of internal controls. To enable the Board to discharge its duties, all Directors receive appropriate and timely information. All Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring the Board procedures are followed and that applicable rules and regulations are complied with.

COMMUNICATIONS WITH SHAREHOLDERS

Communications with shareholders are given a high priority. In addition to the publication of an annual report and an interim report, there is regular dialogue with shareholders and analysts. The Annual General Meeting is viewed as a forum for communicating with shareholders, particularly private investors. Shareholders may question the Executive Chairman and other members of the Board at the Annual General Meeting.

INTERNAL CONTROL

The Directors acknowledge they are responsible for the Group's system of internal control and for reviewing the effectiveness of these systems. The risk management process and systems of internal control are designed to manage rather than eliminate the risk of the Group failing to achieve its strategic objectives. It should be recognised that such systems can only provide reasonable and not absolute assurance against material misstatement or loss. The Group has well established procedures which are considered adequate given the size of the business.

MATTERS COVERED IN THE STRATEGIC REPORT

The business review, results, review of KPI's and future developments are included in the Strategic Report and Chairman's Statement.

GOING CONCERN

As at 30 June 2021 the Group had a cash balance of GBP561,000 (2020: GBP128,000), net current assets of GBP88,000 (2020: net current liabilities of GBP285,000) and net assets of GBP2,891,000 (2020: GBP2,416,000). The Group has maintained its core spend during the year whilst still managing to move its projects forward and is in negotiations to renew its expired drawdown facility. There can be no assurance that the Group's projects will become fully developed and reach commercialisation nor that there will be sufficient cash resources available to the Group to do so.

Whilst further funds will likely be raised next year in order to fund the product development activities, the key justification for the Group be a going concern is that the committed cost base is very low compared to the current cash reserves and thus discretionary costs can be reduced, deferred and/or eliminated as and when needed during the going concern period. The directors believe the group to have sufficient cash reserves at present to meet the group's obligations over the following 12 months, however, the Directors have committed to providing support of up to GBP150,000 over this period should working capital shortfalls arise. Therefore the directors consider it appropriate to prepare the financial statements on the going concern basis.

The Directors acknowledge that COVID-19 has had and is likely to continue to have an adverse impact on the global economy and capital markets. The Directors are however confident that the Group remains a going concern in spite of these expected impacts due to its current cash reserves, its low committed cost base and the aforementioned support from Directors' should working capital shortfalls arise.

EVENTS AFTER THE REPORTING DATE

On 2nd November 2021, the company announced that it was in early-stage discussions with a view to entering into an agreement with a British certification company Enertek International Ltd. Enertek International have won several development contracts from the government (BEIS) and have gained a vast knowledge in developing backward compatible Hydrogen products such as: domestic and commercial cookers, domestic and commercial heating systems etc. They have now gained the knowledge which could be very beneficial to Inspirit in developing a Hydrogen product, with a view of also looking at our existing products to make them hydrogen powered backwards compatible.

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 accounting standards in conformity with the Companies Act 2006. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the parent company and of the profit or loss of the group and the parent company for that period. In preparing these financial statements, the directors are required to:

   --       select suitable accounting policies and then apply them consistently; 
   --       make judgments and accounting estimates that are reasonable and prudent; 

-- state whether applicable international accounting standards in conformity with the requirements of the Companies Act 2006 have been followed, subject to any material departures disclosed and explained in the financial statements; and

-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the parent company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the parent company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the parent company 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. The Company is compliant with AIM Rule 26 regarding the Company's website. See www.inspirit-energy.com .

DISCLOSURE OF INFORMATION TO AUDITOR

In the case of each person who was a Director at the time this report was approved:

-- so far as that director is aware there is no relevant audit information of which the Company's auditor is unaware; and

-- that director has taken all steps that the director ought to have taken as a director to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

INDEPENT AUDITOR

A resolution that PKF Littlejohn LLP be re-appointed will be proposed at the annual general meeting. PKF Littlejohn LLP have indicated their willingness to continue in office.

ON BEHALF OF THE BOARD

N Jagatia

Director

29 December 2021

 
                                            CORPORATE GOVERNANCE REPORT 
                      Inspirit Energy Holdings plc Quoted Companies Alliance Code ("QCA Code") 
                                         Principles:            Application: 
                         ------------------------------------------------------------------------------------------ 
 
                             1) Strategy         This section complies with the requirements 
                                           and business        of the QCA Code. 
                                                     model to promote 
                             long-term values    Inspirit Energy Holdings plc has maintained 
                             for shareholders    its focus on the application of the Stirling 
                                               engine in various sectors as well as progressing 
                                                 the commercialisation efforts of the Group's 
                                                micro combined heat and power ("mCHP") boilers 
                                                 amidst the backdrop of the challenges posed 
                                                by the COVID-19-pandemic. Despite these market 
                                             headwinds, Inspirit achieved a number of significant 
                                                 milestones including the signing of a letter 
                                                 of support with world-leading marine engine 
                                                 manufacturer Volvo Penta for the development 
                                             of a Waste Heat Recovery system as well as entering 
                                              discussions with a leading gasification technology 
                                                 company regarding a possible collaboration. 
                                                These milestones demonstrate how the previous 
                                                 year has been a pivotal one for the business 
                                                and its strategic direction as an R&D company. 
                                                 The operating Board has worked throughout to 
                                                identify differing potential applications for 
                                             the technology where there is significant potential 
                                                for growth, as well as considering the future 
                                              strategy and funding of its operating subsidiary. 
                                                As recently announced by the UK Government and 
                                             set out in its Energy White Paper entitled 'Powering 
                                            our net zero future', new measures will be introduced 
                                             to advance the decarbonisation of heat and transport 
                                                 including the switching of home heating, at 
                                            scale, to low-carbon alternatives with the Government 
                                                outlining a 'decisive shift' away from new gas 
                                                boiler installations which are expected to be 
                                                           phased out by mid-2030s. 
 
                                               The Directors believe that the positive progress 
                                              over the last year in the alternative applications 
                                                 of the Stirling technology in the Marine and 
                                                 Waste Heat Recovery (WHR) sectors is strong 
                                                evidence of the need to refocus our strategic 
                                                 objectives towards these areas. It should be 
                                                noted that this is by no means an abandonment 
                                             of our MicroCHP boiler technology - on the contrary, 
                                                 we are actively looking into the application 
                                              of the technology in the rapidly emerging hydrogen 
                                               market. Additionally, with the continued growth 
                                                 demand for electric cars, the Board will be 
                                                 looking at the automotive sector to utilise 
                                               the Stirling engine to provide a source of power 
                                                        to charge electric motor cars. 
 
                                               The Group will also potentially make investments 
                                                 in complementary areas and technologies that 
                                                 will utilise the Group's existing technical 
                                                                  expertise. 
                         ------------------------------------------------------------------------------------------ 
                                                 This section complies with the requirements 
                                           2) Meeting and      of the QCA Code. 
                                                      understanding 
                                                       shareholders 
                           needs and           The Company has a close and ongoing relationship 
                            expectations        with its shareholders. The Company also places 
                                            great importance on effective and timely communication 
                                              with its shareholders. Shareholders are encouraged 
                                                 to attend the Company's meetings (including 
                                               the Annual General Meeting) to provide feedback 
                                                and to actively engage with the management on 
                                            a regular basis. Furthermore, the INSP's shareholders 
                                               and investors can keep themselves updated about 
                                                the current Company's position by visiting the 
                                                INSP's website http://www.inspirit-energy.com 
                                                                      . 
                         ------------------------------------------------------------------------------------------ 
                                                 This section complies with the requirements 
                                           3) Considering      of the QCA Code. 
                                                       stakeholders 
                           and social          The Board recognises that the long-term success 
                         responsibilities    of the Group is reliant on efforts of its employees, 
                         and their           consultants, suppliers, regulators and stakeholders. 
                                                       implications 
                           for long term       Employees: In order to support employees' growth 
                            success             and enforce social responsibilities the Board 
                                               has implemented systems to monitor and evaluate 
                                                 employees' performance and to encourage well 
                                                 performing employees to progress further by 
                                                supporting them to attend courses. Employees' 
                                             performance is monitored through a process designed 
                                               to encourage open and confidential communication 
                                                 between the management and the employees on 
                                                               a regular basis. 
 
                                              Consultants: The Board recognises that consultants 
                                              play a vital part for INSP as they bring knowledge 
                                                and expertise for specific areas, and in some 
                                              instances, they also provide training for existing 
                                                                    staff. 
 
                                            Suppliers: INSP maintains a good working relationship 
                                                with its suppliers to provide for its growing 
                                                 business and to support its existing needs. 
 
                                                Regulators: The Board monitors and implements 
                                                any legal or regulatory changes where possible 
                                                 both domestically and overseas and is fully 
                                                           committed to compliance. 
 
                                                Stakeholders: INSP encourages its shareholders 
                                             to actively participate in meetings and shareholders 
                                              are provided with the opportunity to give feedback 
                                                             on a regular basis. 
                         ------------------------------------------------------------------------------------------ 
                                                 This section complies with the requirements 
                                           4) Risk             of the QCA Code. 
                                                        Management 
 
                                               The risks in the Group are managed by the audit 
                                                 committee which is responsible to the Board 
                                                 to work closely with the executive directors 
                                                to identify, implement and manage risks faced 
                                                                by the Group. 
 
                                               INSP has robust controls and procedures in place 
                                                to manage internal controls of the Company and 
                                                these are considered to be appropriate to the 
                                                 size and complexity of the organisation. The 
                                                 audit committee has been set up to evaluate 
                                               and manage significant risks faced by the Group. 
 
                                              Control is established mainly through the Group's 
                                                 directors who monitor and support the day to 
                                                 day running of the Group and where possible 
                                              comply with the Board's and shareholders concerns 
                                                              and requirements. 
 
                                              INSP has identified and implemented the following 
                                                    risks and controls to mitigate risks: 
 
 
                                  Activity:              Risk                  Impact              Control(s) 
                                 Management             High turnover of      Operational         Recognition 
                                                        staff and other        and reputational    and support 
                                                    recruitment issues.    impact.             for well performing 
                                                                                               existing employees. 
 
                                                                                                  Implementing 
                                                                                                 and monitoring 
                                                                                                of robust health 
                                                                                               and safety measures 
                                                                                                  at workplace. 
                                                  --------------------  ------------------  ----------------------- 
                               Regulatory / legal     Non-compliance.       Loss of             Robust policies 
                                adherence                                     licences           and procedures 
                                                                             resulting          to be followed. 
                                                                                     in inability 
                                                                               to comply          Maintaining 
                                                                                with the           effective 
                                                                              regulatory         communication 
                                                                            / legal            with the Company's 
                                                                               requirements.      Auditors and 
                                                                                               NOMAD on a regular 
                                                                                                     basis. 
                                                  --------------------  ------------------  ----------------------- 
                              Strategic              Failure of systems    Loss of             Disaster recovery 
                                                       and controls.          key data            policy to be 
                                                                               and inability       followed in 
                                                                             to operate          case of crisis. 
                                                                                        effectively. 
                                                                                                   Maintaining 
                                                                                                strong IT systems 
                                                                                                  and controls 
                                                                                                    in place. 
                                                  --------------------  ------------------  ----------------------- 
                                 Financial              Internal:             Loss of             The Board to 
                                                      Inadequate systems     business.          regularly review 
                                                       and controls of                           operating and 
                                                      accounting in place    Inability          strategic risks. 
                                                              and                    to continue 
                                                    liquidity risk.        trading            The audit committee 
                                                                           as a going         to provide adequate 
                                                       External:              concern.           and sufficient 
                                                        Market and credit                         information 
                                                      crisis;                                   to the Company's 
                                                     Short term                                external auditors. 
                                                              liquidity freezes; 
                                                       Commercialisation                         Robust capital 
                                                       Brexit.                                   and liquidity 
                                                                                                levels in place 
                                                    Covid 19                                  alongside effective 
                                                                                               accounting systems 
                                                                                                 and controls. 
                                                                                     Delays 
                                                                                     in activity 
                                                                             internally         Large proportion 
                                                                            and externally     of the development 
                                                                           would lead         work is successfully 
                                                                                to consumption     complete. 
                                                                                     of working 
                                                                             capital            Diversification 
                                                                                                  of suppliers 
                                                                                                  and partners 
                                                                                                to meet delivery 
                                                                                                  of activity. 
                                                  --------------------  ------------------  --------------------- 
                                Regulatory             External:             Potential           Understanding 
                            environment in         Changes in             to undermine       regulatory environment 
                                 domestic power         legislation            microchip          and adapting 
                             market                 regarding domestic     boiler             system accordingly. 
                                                                   power market.          product. 
                                                  --------------------  ------------------  ----------------------- 
                              Product Risk           Internal:             Potential           Testing of product 
                                                      Failure to develop     for significant     Certification. 
                                                       commercial product.    financial           Understanding 
                                                                             loss.               of market place 
                                                                                                and competition. 
                                                  --------------------  ------------------  ----------------------- 
 
 
 
                                              The above matrix is kept up to date and regularly 
                                                reviewed as changes arise in order to mitigate 
                                                                    risks. 
                         ------------------------------------------------------------------------------------------ 
 
                          5) Maintain         This section does not comply with the requirements 
                            the board as        of the QCA Code as the board composition does 
                             a                   not include a Non-Executive Chairman and two 
                                       well-functioning    Non-Executive Directors. 
                                                       and balanced 
                                                       team led by 
                         the chair           At the date of this publication the Board comprises 
                                               of the Chairman (John Gunn), the Chief Financial 
                                                 Officer (Nilesh Jagatia) and the independent 
                                               Non-Executive Director (Anthony Samaha). Further 
                                                 detail about the skills and capabilities of 
                                                 these directors are set out in principle six 
                                                                    below. 
 
                                             The letter of appointment of the Company's Directors 
                                                and Secretary are available for inspection at 
                                              the Company's registered office and all directors 
                                                are subject to re-election at intervals of no 
                                                            more than three years. 
 
                                            The Board is responsible for strategy and performance 
                                                 of major capital projects and the framework 
                                               of internal controls. All directors have access 
                                                 to seek independent advice should they feel 
                                           that their knowledge of the given task is insufficient. 
                                                There is a clear balance between the executive 
                                                   director and the non-executive director. 
 
                                              Furthermore, the directors liaise with the Company 
                                                Secretary (Nilesh Jagatia), who is responsible 
                                                 for compliance with the Board procedures and 
                                              that applicable rules and regulations are complied 
                                                                    with. 
 
                                               The Board meets quarterly. The Board established 
                                                the following committees; Audit Committee and 
                                             Remuneration Committee. All Directors are encouraged 
                                               to participate and attend meetings on a regular 
                                                basis and the attendance is closely monitored. 
 
                                                 Despite the QCA recommendation of having two 
                                                 independent directors INSP has opted to have 
                                                 only one non-executive director and a joint 
                                              role of Chief Executive Director and the Chairman 
                                                 as they feel that this is appropriate to the 
                                               current size and complexity of the organisation. 
                                                INSP is still in the R&D phase of its business 
                                             cycle and therefore relies on a team of consultants 
                                               in developing the product. Following conclusion 
                                            of this process, certification is managed externally, 
                                                and then commercial trials would commence. As 
                                                such the role of the Board, at this stage, is 
                                                to oversee this process, review strategy, hold 
                                             high level discussions regarding possible commercial 
                                                 trials and ensure adequate funding. As such, 
                                                the current Board is deemed sufficient. As and 
                                                 when the business develops beyond this stage 
                                                the Board will review its requirements at this 
                                               stage. The Group is actively looking to appoint 
                                               an additional non-executive director to provide 
                                                 a balance of the non-executive directors and 
                                                          executives as per the QCA. 
                         ------------------------------------------------------------------------------------------ 
 
                             6) Directors        This section complies with the requirements 
                                           experience,         of the QCA Code. 
                                                        skills and 
                                       capabilities        The Chairman: John Gunn 
                                                 Mr Gunn is the founder of INSP and a 20.2% ( 
                                               Direct and indirect) shareholder of the Company. 
                                              Mr Gunn is also the managing director and majority 
                                                 shareholder of Global Investment Strategy UK 
                                               Limited and a majority shareholder of Octagonal 
                                                 Plc. With a career spanning over 30 years in 
                                                the financial services industry, Mr Gunn began 
                                               his career in 1987 at Hoare Govett and has since 
                                               worked at Carr Sheppards Limited, Assicurazioni 
                                                 Generali S.p.A. and Williams de Broe, where 
                                                he was a senior investment manager until 2002. 
 
                                                   Chief Financial Officer: Nilesh Jagatia 
                                               Mr Jagatia currently serves as Finance Director 
                                                 at INSP and also currently holds the Finance 
                                                 Director position with a Financial Services 
                                              G group Octagonal Ltd and AIM quoted and Limitless 
                                                Earth Plc (LME). Nilesh has been involved with 
                                                several IPO's and was previously Group Finance 
                                            Director of an AIM quoted Online Media and Publishing 
                                                Company for a period of five years until July 
                                                 2012. Nilesh has over 20 years' experience, 
                                                including senior financial roles in divisions 
                                                 of both Universal Music Group and Sanctuary 
                                                Group plc. He served as a Finance Director for 
                                                an independent record label that expanded into 
                                                 the US. Nilesh is a qualified accountant and 
                                                          holds a degree in finance. 
 
                                                    Non-Executive Director: Anthony Samaha 
                                               Mr Samaha is a Chartered Accountant (Australia) 
                                               who has over 20 years' experience in accounting 
                                                 and corporate finance. Mr Samaha has worked 
                                               for over 10 years with international accounting 
                                                 firms, including Ernst & Young, principally 
                                             in corporate finance, and mergers and acquisitions. 
                                                He has extensive experience in the listing and 
                                             management of AIM quoted companies and is currently 
                                              Executive Director of AIM traded Reabold Resources 
                                                                     Plc. 
 
                                                In addition to the Board directors above INSP 
                                               uses Beaumont Cornish Limited as their nominated 
                                                adviser (NOMAD), Hill Dickinson LLP to assist 
                                                with legal and regulatory matters and FTB ITC 
                                                   Services Ltd to support the IT systems. 
                         ------------------------------------------------------------------------------------------ 
 
                              7) Evaluation      This section complies with the requirements 
                                            of the Board's     of the QCA Code. 
                                                        performance 
                                                 INSP is fully committed to uphold Directors' 
                                                 independence and to regularly evaluate their 
                                                                 performance. 
 
                                                Where appropriate, INSP sets targets which the 
                                                Directors have to adhere to. Each Director is 
                                                 assigned with an individual target which is 
                                                linked to the corporate and financial targets 
                                                of the Group. Career support, development and 
                                                training may also be provided to the Directors 
                                                               where necessary. 
                         ------------------------------------------------------------------------------------------ 
 
                             8) Promoting        This section complies with the requirements 
                                           corporate           of the QCA Code. 
                                                         culture, 
                             ethical values      INSP is committed to ethical conduct and to 
                            and behaviours      the governance structures that ensure that the 
                                                 Group delivers long term value and earns the 
                                                 trust of its shareholders. The shareholders 
                                                are encouraged at General Meetings to express 
                                                 their views and expectations in an open and 
                                                             respectful dialogue. 
 
                                                 The Board is fully aware that their conduct 
                                                impacts the corporate culture of the Group as 
                                                 a whole and that this will impact the future 
                                                 performance of the Group. The Directors are 
                                              invited to provide an open comprehensive dialogue 
                                                 and constructive feedback to the employees, 
                                                 and to promote ethical values and behaviours 
                                                              within the Group. 
 
                                               INSP also believes that doing business honestly, 
                                                 ethically and with integrity helps to build 
                                             long-term, trusting relationship with our employees, 
                                               customers, suppliers and stakeholders. Our Code 
                                                 of business Conduct means that our employees 
                                                 understand that we provide ourselves in high 
                                                ethical standards. INSP has zero tolerance for 
                                                 bribery and corruption among our employees. 
                         ------------------------------------------------------------------------------------------ 
                                                   This section complies with the requirements 
                                         9) Maintenance          of the QCA Code. 
                                                       of governance 
                        structures and          The Board is responsible for the ultimate decision 
                           processes to            making, the structures and processes adopted 
                           support good            by INSP. The Board is headed by the Chairman. 
                          decision making         In order to comply with the Companies Act 2006 
                           by the board            or QCA code the Board recognises that it must 
                                                   comply with the following principles set out 
                                                                    by the Act: 
 
                                                    *    duty to exercise independent judgement; 
 
 
                                                *    duty to exercise reasonable care, skill and due 
                                                                       diligence; 
 
 
                                                     *    duty to avoid conflicts of interest; 
 
 
                                              *    duty not to accept benefits from third parties; and 
 
 
                                             *    duty to declare interest in a proposed transaction or 
                                                                      arrangement. 
 
 
 
                                                    The Chairman is responsible for leading the 
                                                    Board, sets the agenda and ensures it is an 
                                                effecting working group at the head of the Company. 
                                                  The Chairman is also responsible for promoting 
                                                 a culture of openness and effective communication 
                                                  with shareholders and to ensure that all board 
                                              members receive accurate, timely and clear information. 
 
                                                    The Executive Directors are responsible for 
                                                  day to day running of the Company and effective 
                                                communications with the Board and the Shareholders. 
                                                   They represent the Company to ensure quality 
                                                   of information provision, they challenge and 
                                                  monitor performance of the teams, and they set 
                                                    business plans and targets for the Company. 
 
                                                Non-Executive Director: INSP has one Non-Executive 
                                                   Director who is an independent director. This 
                                                    is to reinforce the Group's commitment to a 
                                                  transparent and effective governance structure 
                                                  which encourages and provides ample opportunity 
                                                 for challenge and deliberation. The Non-Executive 
                                               Director's objective is to scrutinise the performance 
                                                   of the Board and senior management as well as 
                                                to monitor performance, agree goals and objectives. 
                                                   They will satisfy themselves on the integrity 
                                                    of financial information and that financial 
                                                    controls and systems of risk management are 
                                                   robust and fit for purpose. The Non-Executive 
                                              Director is also closely working with the Remuneration 
                                                 Committee as they are responsible for determining 
                                                  appropriate levels of remuneration of Executive 
                                                   Directors and have a prime role in appointing 
                                                           / removing senior management. 
 
                                                 The Company established the following committees 
                                                  to help with processes, structures and support 
                                                        good decision making by the Board. 
 
                                                Audit Committee - The Audit Committee is currently 
                                                  chaired by Anthony Samaha and its other member 
                                                    is Nilesh Jagatia. The Committee provides a 
                                                    forum for reporting by the Group's external 
                                                    auditors. The committee is also responsible 
                                                 for reviewing a wider range of matters, including 
                                               half-year and annual results before their submission 
                                                 to the board, as well as monitoring the controls 
                                                   that are in force to ensure the integrity of 
                                                  information reported to shareholders. The Audit 
                                                Committee will advise the Board on the appointment 
                                                  of external auditors and on their remuneration 
                                                  for both audit and non-audit work, and it will 
                                                   also discuss the nature, scope and results of 
                                                the audit with the external auditors. The committee 
                                                  will keep under review the cost effectiveness, 
                                                 the independence and objectivity of the external 
                                                                     auditors. 
 
                                                Remuneration Committee - The Remuneration Committee 
                                                  is currently chaired by Anthony Samaha and its 
                                                    other member is John Gunn. The Committee is 
                                                   responsible for making recommendations to the 
                                                    Board, within agreed terms of reference, on 
                                                 the Company's framework of executive remuneration 
                                                 and costs. The Remuneration Committee determines 
                                                the contract terms, remuneration and other benefits 
                                                for the Executive Directors, including performance 
                                                 related bonus schemes and compensation payments. 
                                                   The Board itself determines the remuneration 
                                                          of the non-executive directors. 
 
                                                   It is recognised that if the Group grows, it 
                                                 may be necessary to review the current structure 
                                                   in order to provide better segregation of the 
                                                  responsibilities and clear lines of reporting, 
                                                   that are consistent with industry standards. 
                         ------------------------------------------------------------------------------------------ 
                                                 This section complies with the requirements 
                                           10) Shareholders    of the QCA Code. 
                                                      communication 
                                                 The Company recognises that its shareholders 
                                               are imperative for future growth and prosperity 
                                                 of the Company. The Shareholders are treated 
                                                 equally both in relation to participation at 
                                               meetings and in the exercising of voting rights. 
                                                 INSP's shareholders are encouraged to attend 
                                                 the annual general meetings and the Company 
                                                provides regulatory news updates and any other 
                                              matters the Board feels fit. The Company maintains 
                                       the following website https://www.inspirit-energy.com/investors 
                                                           for investor relations. 
                         ------------------------------------------------------------------------------------------ 
 

INDEPENT AUDITOR'S REPORT

TO THE MEMBERS OF INSPIRIT ENERGY HOLDINGS PLC

FOR THE YEARED 30 JUNE 2021

Opinion

We have audited the financial statements of Inspirit Energy Holdings Plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2021 which comprise the Group Statement of Comprehensive Income, the Group and Company Statement of Financial Position, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity and the Group and Company Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and international accounting standards in conformity with the requirements of the Companies Act 2006 and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In our opinion:

-- the financial statements give a true and fair view of the state of the group's and of the parent company affairs as at 30 June 2021 and of the group's loss for the year then ended;

-- the group financial statements have been properly prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006;

-- the parent company financial statements have been properly prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 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.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the group's and parent company's ability to continue to adopt the going concern basis of accounting included reviewing cashflow forecasts covering the next 12 months and challenging the key inputs and assumptions underpinning said forecasts, ascertaining the group's current cash position, understanding the level of support to be provided by the directors and obtaining proof of the directors' commitments to provide said support.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Our application of materiality

The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. We also determine a level of performance materiality which we use to assess the extent of testing needed to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole. In determining our overall audit strategy, we assessed the level of uncorrected misstatements that would be material for the financial statements as a whole.

Materiality for the consolidated financial statements was set as GBP87,000 (2020: GBP73,000) based upon net assets. Materiality has been based upon net assets which we determined, in our professional judgement, to be the key principal benchmark relative to members of the parent company in assessing the financial performance of the group.. Performance materiality and the triviality threshold for the consolidated financial statements was set at GBP69,600 (2020: GBP58,400) and GBP4,350 (2020: GBP3,650) respectively.

Materiality for the parent company was set as GBP86,000 (2020: GBP68,000) based upon net assets, though capped so as to be below group materiality. Net assets was considered to be an appropriate basis due to the fact that the parent company is non-revenue earning and holds significant material balances through investments in its subsidiaries and other assets and cash held. Performance materiality and the triviality threshold for the Company was set at GBP68,800 (2020: GBP54,400) and GBP4,300 (2020: GBP3,400) respectively.

We also agreed to report any other differences below that threshold that we believe warranted reporting on qualitative grounds.

Our approach to the audit

In designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular we looked at areas involving significant accounting estimates and judgements by the directors and considered future events that are inherently uncertain, such as the recoverable value of the capitalised development costs. We also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

A full scope audit was performed on the complete financial information of both components of the group.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 
 Key Audit Matter                          How the scope of our audit responded 
                                            to the key audit matter 
 Recoverability of Intangible 
  Assets 
                                          ============================================================== 
 Carrying value of intangible               Our work in this area included: 
  assets of GBP2.8m (2020: GBP2.7m).          *    Obtaining management's assessment of impairment and 
  Refer to Note 4: Critical Accounting             reviewing and challenging the key estimates and 
  Estimates.                                       judgements used therein; 
 
  Intangible Assets is the largest 
  amount within the financial                 *    Performing sensitivity analysis on the key areas of 
  statements and represents the                    estimation/judgement and verifying to supporting 
  asset (development of its Stirling               documentation where possible including benchmarking 
  technology) from which, if successful,           against companies in the same industry; 
  the group will generate revenue. 
 
  There is a risk that the development        *    Substantive testing of the additions to intangible 
  costs capitalised during the                     assets to ensure they are eligible to be capitalised 
  year do not meet the recognition                 under IAS 38; and 
  criteria of IAS 38 "Intangible 
  Assets". 
                                              *    Reviewing disclosures in the financial statements to 
  There is also the risk that                      ensure compliance with IFRS. 
  the carrying value of the intangible 
  asset is impaired. 
 
 
                                             Upon discussing developments 
                                             in the year with Management and 
                                             testing the additions in the 
                                             year, the costs capitalised in 
                                             the year were found to be capitalised 
                                             in accordance with IAS 38. 
                                             The positive developments in 
                                             the year with respect to the 
                                             application of the Stirling technology 
                                             to the Marine and Waste Heat 
                                             Recovery industries demonstrated 
                                             the commercial potential of Inspirit's 
                                             technology and thus indicate 
                                             that the capitalised development 
                                             costs as at 30 June 2021 are 
                                             materially recoverable. 
                                             Successful commercialisation 
                                             of the group's Stirling technology 
                                             is reliant both on project completion, 
                                             sufficient funds and the required 
                                             regulatory approvals being obtained. 
                                             It is drawn to the users' attention 
                                             that none of these matters is 
                                             certain. Failure to achieve the 
                                             above may result in an impairment 
                                             to the assets capitalised. 
                                             Furthermore, the successful commercialisation 
                                             of the application of the Stirling 
                                             engine technology is reliant 
                                             on further testing and, should 
                                             results be positive, further 
                                             discussions with the interested 
                                             parties. 
                                          ============================================================== 
 Going concern 
                                          ============================================================== 
 As at 30 June 2021 the Group               Our work in this area included: 
  had cash reserves totalling                 *    A detailed review of budgets and cash flow forecasts 
  GBP561k. As the Group is non-revenue             including challenging key assumptions used; 
  generating, there is a reliance 
  on raising funds through issuing 
  debt and/or equity. Additional              *    Comparing actual performance to budget; 
  funds may need to be raised 
  during the going concern assessment 
  period to fund future operations            *    Challenging management as to when the Group's core 
  and meet working capital requirements.           product is likely to achieve commercial sales; 
  In addition, the Group has not 
  historically performed in accordance 
  with budget. As such there is               *    Evaluating the track record of assumptions used 
  the risk that the Group is not                   versus actual results in order to assess the 
  a going concern.                                 historical accuracy of the Group's forecasting; 
 
 
                                              *    Discussions with management and obtaining evidence 
                                                   that support can be given where required; 
 
 
                                              *    Reviewing the Group's cash position as at the date of 
                                                   approval of the financial statements, and 
                                                   understanding the available headroom under the loan 
                                                   facility agreement; and 
 
 
                                              *    Considering the impact of COVID-19 on the Group's 
                                                   ability to remain a going concern. 
 
 
                                             Based on support being available 
                                             from Directors ,if required, 
                                             to cover any potential shortfall 
                                             it is considered reasonable to 
                                             prepare the financial statements 
                                             on the going concern basis. 
                                          ============================================================== 
 

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the group and parent company financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-- the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which 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. 

Responsibilities of directors

As explained more fully in the statement of directors' responsibilities, the directors are responsible for the preparation of the group and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the group and parent company financial statements, the directors are responsible for assessing the group and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

-- We obtained an understanding of the group and parent company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, industry research and experience of the sector.

-- We determined the principal laws and regulations currently relevant to the group and parent company in this regard to be those arising from UK Company Law, rules applicable to issuers on the AIM Market and international accounting standards.

-- We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience and through discussion with the Directors. We considered the event of compliance with those laws and regulations as part of our procedures on the related financial statement items. We communicated laws and regulations throughout our audit team and remained alert to any indications of non-compliance throughout the audit of the group.

-- We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group with those laws and regulations. These procedures included, but were not limited to:

o Discussions with Management regarding compliance with laws and regulations by the parent company and all components;

o Reviewing board minutes; and

o Review of regulatory news announcements made.

-- As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor's report.

Use of our report

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.

Joseph Archer (Senior Statutory Auditor) 15 Westferry Circus

For and on behalf of PKF Littlejohn LLP Canary Wharf

Statutory Auditor London E14 4HD

29 December 2021

GROUP STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEARED 30 JUNE 2021

 
                                                        2021          2020 
                                          Note       GBP'000       GBP'000 
--------------------------------------  --------  ----------  ------------ 
 CONTINUING OPERATIONS: 
 Administrative expenses                    7          (277)         (240) 
 OPERATING LOSS                                        (277)         (240) 
 LOSS BEFORE INCOME TAX                                (277)         (240) 
 Income tax credit                          8             24            41 
--------------------------------------  --------  ----------  ------------ 
 NET LOSS AND TOTAL COMPREHENSIVE 
  INCOME LOSS FOR THE YEAR 
  ATTRIBUTABLE TO THE OWNERS 
  OF THE PARENT                                        (253)         (199) 
--------------------------------------  --------  ----------  ------------ 
 EARNINGS PER SHARE 
 - Basic and diluted earnings 
  per share                                 9       (0.007p)      (0.009p) 
 (attributable to owners 
  of the parent) 
 
 
 
   STATEMENT OF FINANCIALPOSITION 
   FOR THE YEARED 30 June 
   2021 
                                          GROUP                      COMPANY 
 
   Company Number: 
   05075088 
                                        --------  ----------       -----------  --------- 
                                            2021        2020              2021       2020 
                                Note     GBP'000     GBP'000           GBP'000    GBP'000 
----------------------------  --------  --------  ----------  ---  -----------  --------- 
 NON-CURRENT ASSETS 
 Intangible assets               10        2,773       2,666                 -          - 
 Property, plant 
  and equipment                  11           30          35                 1          - 
 Investment in subsidiaries      12            -           -             2,440      2,440 
                                           2,803       2,701             2,441      2,440 
----------------------------  --------  --------  ----------  ---  -----------  --------- 
 CURRENT ASSETS 
 Trade and other 
  receivables                    13           37          49                 7          4 
 Cash and cash equivalents       14          561         128               554        126 
----------------------------  --------  --------  ----------  ---  -----------  --------- 
                                             598         177               561        130 
----------------------------  --------  --------  ----------  ---  -----------  --------- 
 TOTAL ASSETS                              3,401       2,878             3,002      2,570 
----------------------------  --------  --------  ----------  ---  -----------  --------- 
 EQUITY ATTRIBUTABLE 
  TO OWNERS OF THE 
  PARENT 
 Share capital                   15        2,103       1,967             2,103      1,967 
 Share premium                   15        9,783       9,192             9,783      9,192 
 Merger reserve                            3,150       3,150             3,150      3,150 
 Other reserves                                3           3                 3          3 
 Reverse acquisition 
  reserve                                (7,361)     (7,361)                 -          - 
 Retained losses                         (4,788)     (4,535)          (12,463)   (12,132) 
----------------------------  --------  --------  ----------  ---  -----------  --------- 
 TOTAL EQUITY                              2,890       2,416             2,576      2,180 
----------------------------  --------  --------  ----------  ---  -----------  --------- 
 
 NON-CURRENT LIABILITIES 
                                               -           -                 -          - 
----------------------------  --------  --------  ----------  ---  -----------  --------- 
 CURRENT LIABILITIES 
 Trade and other 
  payables                       17          411         362               326        290 
 Borrowings                      18          100         100               100        100 
----------------------------  --------  --------  ----------  ---  -----------  --------- 
                                             511         462               425        390 
 TOTAL LIABILITIES                           511         462               425        390 
----------------------------  --------  --------  ----------  ---  -----------  --------- 
 TOTAL EQUITY AND 
  LIABILITIES                              3,401       2,878             3,002      2,570 
----------------------------  --------  --------  ----------  ---  -----------  --------- 
 
 

The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the Parent Company Statement of Comprehensive Income.

The loss for the Parent Company for the year was GBP331,000 (2020: loss of GBP280,000).

These Financial Statements were approved by the Board of Directors on 29 December 2021 and were signed on its behalf by

N Jagatia

Director

GROUP STATEMENT OF CHANGES IN EQUITY

FOR THE YEARED 30 June 2021

 
                         Attributable to the owners of the parent 
                        ------------------------------------------------------------------------------- 
                            Share   Share      Other       Merger     Reverse        Retained   Total 
                          capital    premium    reserves    reserve    acquisition     losses    Equity 
                                                                       reserve 
                          GBP'000    GBP'000     GBP'000    GBP'000        GBP'000    GBP'000   GBP'000 
----------------------  ---------  ---------  ----------  ---------  -------------  ---------  -------- 
 
 BALANCE AT 30 June 
  2019                      1,818      8,185           3      3,150        (7,361)    (4,336)     1,459 
----------------------  ---------  ---------  ----------  ---------  -------------  ---------  -------- 
 Loss for the year              -          -           -          -              -      (199)     (199) 
                                                                                               -------- 
 TOTAL COMPREHENSIVE 
  INCOME FOR THE YEAR           -          -           -          -              -      (199)     (199) 
----------------------  ---------  ---------  ----------  ---------  -------------  ---------  -------- 
 Share issues                 149      1,028           -          -              -          -     1,177 
 Share issue costs              -       (21)           -          -              -          -      (21) 
 TRANSACTIONS WITH 
  OWNERS RECOGNISED 
  DIRECTLY IN EQUITY          149      1,007           -          -              -          -     1,156 
----------------------  ---------  ---------  ----------  ---------  -------------  ---------  -------- 
 BALANCE AT 30 June 
  2020                      1,967      9,192           3      3,150        (7,361)    (4,535)     2,416 
----------------------  ---------  ---------  ----------  ---------  -------------  ---------  -------- 
 Loss for the year              -          -           -          -              -      (253)     (253) 
                                                                                               -------- 
 TOTAL COMPREHENSIVE 
  INCOME FOR THE YEAR           -          -           -          -              -      (253)     (253) 
----------------------  ---------  ---------  ----------  ---------  -------------  ---------  -------- 
 Share issues                 136        621           -          -              -          -       757 
 Share issue costs              -       (30)           -          -              -                 (30) 
 TRANSACTIONS WITH 
  OWNERS RECOGNISED 
  DIRECTLY IN EQUITY          136        591           -          -              -          -       727 
----------------------  ---------  ---------  ----------  ---------  -------------  ---------  -------- 
 BALANCE AT 30 June 
  2021                      2,103      9,783           3      3,150        (7,361)    (4,788)     2,890 
----------------------  ---------  ---------  ----------  ---------  -------------  ---------  -------- 
 

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEARED 30 JUNE 2021

 
                                                 Attributable to equity shareholders 
                              ------------------------------------------------------------------------- 
                                  Share      Share     Merger         Other      Retained         Total 
                                capital    premium    Reserve      reserves        losses        Equity 
                                GBP'000    GBP'000    GBP'000       GBP'000       GBP'000       GBP'000 
----------------------------  ---------  ---------  ---------  ------------  ------------  ------------ 
 
 BALANCE AT 30 June 
  2019                            1,818      8,185      3,150             3      (11,852)         1,304 
----------------------------  ---------  ---------  ---------  ------------  ------------  ------------ 
 Loss for the year                    -          -          -             -         (280)         (280) 
                                         --------- 
 TOTAL COMPREHENSIVE 
  INCOME FOR THE YEAR                 -          -          -             -         (280)         (280) 
----------------------------  ---------  ---------  ---------  ------------  ------------  ------------ 
 Share issues                       149      1,028          -             -             -         1,177 
 Share issue costs                    -       (21)          -             -             -          (21) 
 TRANSACTIONS WITH 
  OWNERS RECOGNISED 
  DIRECTLY IN EQUITY                149      1,007          -             -             -         1,156 
----------------------------  ---------  ---------  ---------  ------------  ------------  ------------ 
 BALANCE AT 30 June 
  2020                            1,967      9,192      3,150             3      (12,132)         2,180 
----------------------------  ---------  ---------  ---------  ------------  ------------  ------------ 
 Loss for the year                    -          -          -             -         (331)         (331) 
                                         --------- 
 TOTAL COMPREHENSIVE 
  INCOME FOR THE YEAR                 -          -          -             -         (331)         (331) 
----------------------------  ---------  ---------  ---------  ------------  ------------  ------------ 
 Share issues                       136        622          -             -                         757 
 Share issue costs                    -       (30)          -             -                        (30) 
 TRANSACTIONS WITH 
  OWNERS RECOGNISED 
  DIRECTLY IN EQUITY                136        592          -             -             -           727 
----------------------------  ---------  ---------  ---------  ------------  ------------  ------------ 
 BALANCE AT 30 June 
  2021                            2,103      9,784      3,150             3      (12,463)         2,576 
----------------------------  ---------  ---------  ---------  ------------  ------------  ------------ 
                                                        GROUP          GROUP         COMPANY       COMPANY 
 
   STATEMENT OF CASH FLOWS 
   FOR THE YEARED 30 
   JUNE 2021 
                                                             2021          2020          2021           2020 
                                           Note           GBP'000       GBP'000       GBP'000        GBP'000 
---------------------------------------  --------  --------------  ------------   -----------  ------------- 
 CASH FLOWS FROM OPERATING 
  ACTIVITIES 
 Loss after tax                                             (253)         (199)         (331)          (280) 
 Depreciation                                                   7             6             1              - 
 Interco loan provision                                         -             -            85             75 
 Tax credit                                                  (24)          (41)             -              - 
 Decrease/(increase) 
  in trade and other receivables                              (6)             9           (2)              5 
 Increase/(decrease) 
  in trade and other payables                                  50            87            35             84 
 Tax received                                                  42            46             -              - 
 
 NET CASH USED IN OPERATING 
  ACTIVITIES                                                (184)          (92)         (212)          (116) 
 CASH FLOWS FROM INVESTING 
  ACTIVITIES 
 Development costs                                          (108)          (96)             -              - 
 Purchase of tangible 
  fixed assets                                                (2)           (3)           (2)              - 
 Increase in loan to 
  subsidiary                                                    -             -          (85)           (75) 
 
 NET CASH USED IN INVESTING 
  ACTIVITIES                                                (110)          (99)          (87)           (75) 
---------------------------------------  --------  --------------  ------------   -----------  ------------- 
 CASH FLOWS FROM FINANCING 
  ACTIVITIES 
 Gross proceeds from 
  issue of shares                                             757           300           757            300 
 Share issue costs                                           (30)          (21)          (30)           (21) 
---------------------------------------  --------  --------------  ------------   -----------  ------------- 
 NET CASH GENERATED FROM 
  FINANCING ACTIVITIES                                        727           279           727            279 
---------------------------------------  --------  --------------  ------------   -----------  ------------- 
 NET INCREASE IN CASH 
  AND CASH EQUIVALENTS                                        433            88           428             88 
 Cash and cash equivalents 
  at the beginning of 
  the year                                                    128            40           126             38 
 
 CASH AND CASH EQUIVALENTS 
  AT THE OF THE YEAR                    15                561           128           554            126 
---------------------------------------  --------  --------------  ------------   -----------  ------------- 
 
 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARED 30 JUNE 2021

 
                1                  GENERAL INFORMATION 
                    The principal activity of Inspirit Energy Holdings plc during 
                     the period was that of developing and commercialising the 
                     mCHP boiler and is currently in the process of refocusing 
                     its expertise in the application of the Stirling engine technology 
                     in different sectors including Marine and Waste Heat Recovery. 
                     These financial statements show the consolidated results 
                     of the Group for the year ended 30 June 2021 together with 
                     the comparative results for the year ended 30 June 2020. 
                     Inspirit Energy Holdings plc is a company incorporated and 
                     domiciled in England and Wales and quoted on the Alternative 
                     Investment Market of the London Stock Exchange. The address 
                     of its registered office is 200 Aldersgate Street, London, 
                     EC1A 4HD. 
                2                  SUMMARY OF SIGNIFICANT A CCOUNTING POLICIES 
                    The principal accounting policies adopted in the preparation 
                     of these financial statements are set out below. These policies 
                     have been consistently applied to all the periods presented, 
                     unless otherwise stated. 
                    BASIS OF PREPARATION 
                    The financial statements have been prepared in accordance 
                     with applicable International Financial Reporting Standards 
                     ("IFRS") and IFRS Interpretations Committee (IFRS IC) and 
                     with the Companies Act 2006 applicable to companies reporting 
                     under IFRS. 
                     The financial statements have been prepared under the historical 
                     cost convention and are presented in GBP Pound Sterling, 
                     rounded to the nearest GBP1,000. 
                     The preparation of financial statements in conformity with 
                     IFRS requires the use of certain critical accounting estimates. 
                     It also requires management to exercise its judgement in 
                     the process of applying the Group's and Company's accounting 
                     policies. The areas involving a higher degree of judgement 
                     or complexity, or areas where assumptions and estimates are 
                     significant to the financial statements are disclosed in 
                     Note 4. 
                    GOING CONCERN 
                     The financial statements have been prepared on the going 
                     concern basis. The mCHP boiler development project has not 
                     yet reached commercialisation and as such the Group and Company 
                     are not generating revenues. However, the Group is refocusing 
                     its strategy towards alternate applications of its existing 
                     technology in other lucrative sectors. These sectors include 
                     marine, waste heat recovery and automotive industries. An 
                     operating loss and cash outflows are expected in the 12 months 
                     subsequent to the date of these financial statements and 
                     therefore the Group will need to manage its cash resources 
                     appropriately. 
                     Whilst further funds will likely be raised next year in order 
                     to fund the product development activities, the key justification 
                     for the Group be a going concern is that the committed cost 
                     base is very low compared to the current cash reserves and 
                     thus discretionary costs can be reduced, deferred and/or 
                     eliminated as and when needed during the going concern period. 
                     The directors believe the group to have sufficient cash reserves 
                     at present to meet the group's obligations over the following 
                     12 months, however, the Directors have committed to providing 
                     support of up to GBP150,000 over this period should working 
                     capital shortfalls arise. Therefore the directors consider 
                     it appropriate to prepare the financial statements on the 
                     going concern basis. 
                     The Directors acknowledge that COVID-19 has had and is likely 
                     to continue to have an adverse impact on the global economy 
                     and capital markets. The Directors are however confident 
                     that the Group remains a going concern in spite of these 
                     expected impacts due to its current cash reserves, its low 
                     committed cost base and the aforementioned support from Directors' 
                     should working capital shortfalls arise. 
 
 
   BASIS OF CONSOLIDATION 
    Inspirit Energy Holdings plc, the legal parent, is domiciled 
    and incorporated in the United Kingdom. 
    The Group Financial Statements consolidate the Financial 
    Statements of Inspirit Energy Holdings plc and its subsidiary, 
    Inspirit Energy Limited, made up to 30 June 2021. 
    Subsidiaries are entities over which the Group has control. 
    The Group controls an entity when it is exposed to, or has 
    rights to, variable returns from its involvement with the 
    entity and has the ability to affect those returns through 
    its power over the entity. The Group obtains and exercises 
    control through voting rights. The existence and effect of 
    potential voting rights that are currently exercisable or 
    convertible are considered when assessing whether the company 
    controls another entity. 
    The cost of acquisition is measured as the fair value of 
    the assets acquired, equity instruments issued and liabilities 
    incurred or assumed at the date of exchange. Acquisition 
    related costs are expensed as incurred. Intercompany transactions, 
    balances and unrealised gains on transactions between Group 
    companies are eliminated. Profits and losses resulting from 
    inter-company transactions that are recognised in assets 
    are also eliminated. Accounting policies of subsidiaries 
    have been changed where necessary to ensure consistency with 
    the policies adopted by the Group. 
    Where necessary, adjustments are made to the financial statements 
    of subsidiaries to bring the accounting policies used into 
    line with those used by the Group. 
   STATEMENT OF COMPLIANCE 
   The Group and Company have applied the following new and 
    amended standards for the first time for its annual reporting 
    period commencing 1 July 2020: 
     Standard                       Impact on initial application     Effective date 
    -----------------------------  -------------------------------  ----------------- 
     IFRS 3 (amendments)            Definition of a Business         01 January 2020 
      IFRS standards (amendments)    References to the Conceptual     01 January 2020 
                                      Framework 
     IAS 1 (amendments)             Definition of Material           01 January 2020 
     IAS 8 (amendments)             Definition of Material           01 January 2020 
     IFRS 9, IAS 39 and             Interest Rate Benchmark Reform   01 January 2020 
      IFRS 7 (amendments) 
 
 
    These new and amended standards have not had a material effect 
    on the Group and Company financial 
    statements. 
 
    NEW STANDARDS, AMMENTS AND INTERPRETATIONS NOT YET ADOPTED 
    At the date of approval of these financial statements, the 
    following standards and interpretations which have not been 
    applied in these financial statements were in issue but not 
    yet effective (and in some cases had not been adopted by 
    the UK): 
     Standard                      Impact on initial application     Effective date 
    ----------------------------  --------------------------------  ---------------- 
     IFRS standards (amendments)   Interest rate benchmark reform    01 January 2021 
     IFRS 3 (amendments)           Business combinations             01 January 2022 
     IAS 37 (amendments)           Onerous contracts                 01 January 2022 
     IFRS standards (amendments)   2018-2020 annual improvement      01 January 2022 
                                    cycle 
     IAS 16 (amendments)           Proceeds before intended          01 January 2022 
                                    use 
     IFRS 17                       Insurance Contracts               01 January 2023 
     IFRS 17 (amendments)          Insurance contracts               01 January 2023 
     IAS 1 (amendments)            Reclassification of liabilities   01 January 2023 
                                    as current or non-current 
    ----------------------------  --------------------------------  ---------------- 
 
 
    The new and amended Standards and Interpretations which are 
    in issue but not yet mandatorily effective is not expected 
    to be material. 
   SEGMENTAL REPORTING 
    Developing and commercialising the mCHP boiler and its related 
    technology is the only activity in which the Group is engaged 
    and is therefore considered as the only operating / reportable 
    segment. The Group currently only operates in the UK. The 
    financial information therefore of the single segment is 
    the same as that set out in the Group Statement of Comprehensive 
    Income and Group Statement of Financial Position. 
   CURRENT AND DEFERRED INCOME TAX 
    The tax credit for the period comprises Research and Development 
    taxation credit received during the year. Tax is recognised 
    in the Statement of Comprehensive Income, except to the extent 
    that it relates to items recognised directly in equity. In 
    this case the tax is also recognised directly in other comprehensive 
    income or directly in equity, respectively. 
    The current income tax credit is calculated on the basis 
    of the tax laws enacted or substantively enacted at the end 
    of the reporting period in the countries where the Company's 
    subsidiaries operate and generate taxable income. Management 
    periodically evaluates positions taken in tax returns with 
    respect to situations in which applicable tax regulation 
    is subject to interpretation. It establishes provisions where 
    appropriate on the basis of amounts expected to be paid to 
    or recoverable from the tax authorities. 
 
   FOREIGN CURRENCY TRANSLATION 
    a) FUNCTIONAL AND PRESENTATION CURRENCY 
    Items included in the Financial Statements of each of the 
    Group's entities are measured using the currency of the primary 
    economic environment in which the entity operates ("functional 
    currency"). 
    The consolidated Financial Statements are presented in Pounds 
    Sterling (GBP), which is the Group's presentation and Company's 
    functional currency. 
    b) TRANSACTIONS AND BALANCES 
    Foreign currency transactions are translated into the functional 
    currency using the exchange rates prevailing at the dates 
    of the transactions, or valuation where items are remeasured. 
    Foreign exchange gains and losses resulting from the settlement 
    of such transactions, and from the translation at year-end 
    exchange rates of monetary assets and liabilities denominated 
    in foreign currencies, are recognised the Statement of Comprehensive 
    Income. 
    Foreign exchange gains and losses relating to borrowings 
    and cash and cash equivalents are presented in the Statement 
    of Comprehensive Income within "Finance Income" or "Finance 
    Costs". 
                  PROPERTY, PLANT AND EQUIPMENT 
                   Property, plant and equipment are stated at historical cost 
                   less depreciation. Historical cost includes expenditure that 
                   is directly attributable to the acquisition of the items. 
                   Subsequent costs are included in the asset's carrying amount 
                   or recognised as a separate asset, as appropriate, only when 
                   it is probable that future economic benefits associated with 
                   the item will flow to the Group and the cost of the item 
                   can be measured reliably. The carrying amount of the replaced 
                   part is derecognised. All other repairs and maintenance are 
                   charged to the Statement of Comprehensive Income during the 
                   financial period in which they are incurred. 
                   Depreciation is calculated to allocate the cost of each class 
                   of asset to their residual values over their estimated useful 
                   lives, as follows: 
                    *    Plant and Equipment - 15% reducing balance 
 
 
                    *    Fixtures and Fittings - 20% reducing balance 
 
 
                    *    Motor Vehicles - 5 years, straight line 
 
 
                   The assets' residual values and useful lives are reviewed, 
                   and adjusted if appropriate, at the end of each reporting 
                   period. 
                   An asset's carrying amount is written down immediately to 
                   its recoverable amount if the asset's carrying amount is 
                   greater than its estimated recoverable amount. 
                   Gains and losses on disposals are determined by comparing 
                   the proceeds with the carrying amount, and are recognised 
                   within "Other (Losses)/Gains - Net" in the Statement of Comprehensive 
                   Income. 
 
 
   INTANGIBLE ASSETS - DEVELOPMENT COSTS 
    Development costs relate to expenditure on the development 
    of the mCHP boiler technology and applications of the underlying 
    engine technology. 
        Development costs incurred on the project are capitalised 
         when all the following conditions are satisfied: 
          *    completion of the intangible asset is technically 
               feasible so that it will be available for use or 
               sale; 
 
 
          *    the Group intends to complete the intangible asset 
               and use or sell it; 
 
 
          *    the Group has the ability to use or sell the 
               intangible asset; 
 
 
          *    the intangible asset will generate probable future 
               economic 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. 
 
 
 
         Directly attributable costs that are capitalised as part 
         of the product include any employee costs directly related 
         to the development of the asset and appropriate expenditure 
         which directly furthers the development of the project. 
         Other development expenditure that does not meet these criteria 
         is recognised as an expense as incurred. Development costs 
         previously recognised as an expense are not recognised as 
         an asset in a subsequent period. 
   IMPAIRMENT OF NON-FINANCIAL ASSETS 
    Assets that have an indefinite useful life, are not subject 
    to amortisation and are tested annually for impairment. An 
    impairment loss is recognised for the amount by which the 
    asset's carrying amount exceeds its recoverable amount. The 
    recoverable amount is the higher of an asset's fair value 
    less costs to sell and value in use. For 
 
    the purposes of assessing impairment, assets are grouped 
    at the lowest levels for which there are separately identifiable 
    cash flows (cash-generating units). Non-financial assets 
    other than goodwill that suffered an impairment are reviewed 
    for possible reversal of the impairment at each reporting 
    date. See note 4 for more information on the impairment assessment 
    performed by management. 
 
 
   FINANCIAL ASSETS 
    a) CLASSIFICATION 
    The Group classifies its financial assets as loans and receivables. 
    The classification depends on the purpose for which the financial 
    assets were acquired. Management determines the classification 
    of its financial assets at initial recognition. 
    LOANS AND RECEIVABLES 
    Loans and receivables are non-derivative financial assets 
    with fixed or determinable payments that are not quoted in 
    an active market. They are included in current assets, except 
    for maturities greater than 12 months after the Statement 
    of Financial Position date. These are classified as non-current 
    assets. The Group's loans and receivables comprise trade 
    and other receivables and cash and cash equivalents in the 
    Statement of Financial Position. 
   b) RECOGNITION AND MEASUREMENT 
    Financial assets are initially measured at fair value plus 
    transactions costs. 
    Loans and receivables are subsequently carried at amortised 
    cost using the effective interest method, except for short 
    term receivables. 
             c) IMPAIRMENT OF FINANCIAL ASSETS 
              The Group assesses at the end of each reporting period whether 
              there is objective evidence that a financial asset, or a 
              group of financial assets, is impaired. A financial asset, 
              or a group of financial assets, is impaired, and impairment 
              losses are incurred, only if there is objective evidence 
              of impairment as a result of one or more events that occurred 
              after the initial recognition of the asset (a "loss event"), 
              and that loss event (or events) has an impact on the estimated 
              future cash flows of the financial asset, or group of financial 
              assets, that can be reliably estimated. 
              The criteria that the Group uses to determine that there 
              is objective evidence of an impairment loss include: 
               *    significant financial difficulty of the issuer or 
                    obligor; 
 
 
               *    a breach of contract, such as a default or 
                    delinquency in interest or principal repayments; 
 
 
               *    the disappearance of an active market for that 
                    financial asset because of financial difficulties; 
 
 
 
               *    observable data indicating that there is a measurable 
                    decrease in the estimated future cash flows from a 
                    portfolio of financial assets since the initial 
                    recognition of those assets, although the decrease 
                    cannot yet be identified with the individual 
                    financial assets in the portfolio; or 
 
 
               *    for assets classified as available-for-sale, a 
                    significant or prolonged decline in the fair value of 
                    the security below its cost. 
 
 
          ASSETS CARRIED AT AMORTISED COST 
           The amount of impairment is measured as the difference between 
           the asset's carrying amount and the present value of estimated 
           future cash flows (excluding future credit losses that have 
           not been incurred), discounted at the financial asset's original 
           effective interest rate. The asset's carrying amount is reduced, 
           and the loss is recognised in the Statement of Comprehensive 
           Income. As a practical expedient, the Group may measure impairment 
           on the basis of an instrument's fair value using an observable 
           market price. 
           If, in a subsequent period, the amount of the impairment 
           loss decreases and the decrease can be related objectively 
           to an event occurring after the impairment was recognised 
           (such as an improvement in the debtor's 
           credit rating), the reversal of the previously recognised 
           impairment loss is recognised in the Statement of Comprehensive 
           Income. 
          CASH AND CASH EQUIVALENTS 
           In the consolidated Statement of Cash Flows, cash and cash 
           equivalents comprise cash in hand and deposits held at call 
           with bank. 
          FINANCIAL LIABILITIES 
           Financial liabilities are obligations to pay cash or other 
           financial assets and are recognised when the Group becomes 
           a party to the contractual provisions of the instruments. 
           Financial liabilities are initially measured at fair value, 
           net of transactions costs. They are subsequently measured 
           at amortised cost using the effective interest method. 
           Financial liabilities are derecognised when the Group or 
           Company's contractual obligations expire, are cancelled or 
           are discharged. 
          SHAREHOLDERS' EQUITY 
           Equity comprises the following: 
           -- "Share capital" represents the nominal value of equity 
           shares. 
           -- "Share premium" represents the excess over nominal value 
           of the fair value of consideration received 
           for equity shares, net of expenses of the share issue. 
           -- "Share option reserve" represents the cumulative cost 
           of share based payments. 
           -- "Merger reserve" and "Reverse Acquisition reserve" represents 
           historical reserves formed upon 
           previous Business Combinations entered into by the Company 
           that fall outside the scope of IFRS 3. 
           -- "Retained losses" represents retained losses. 
 
 
 
   BORROWINGS 
    Borrowings are recognised initially at fair value, net of 
    transaction costs incurred. Borrowings are subsequently carried 
    at amortised cost; any difference between the proceeds (net 
    of transaction costs) and the redemption value is recognised 
    in the Statement of Comprehensive Income over the period 
    of the borrowings, using the effective interest method. 
    Borrowings are classified as current liabilities unless the 
    Group has an unconditional right to defer settlement of the 
    liability for at least 12 months after the end of the reporting 
    period. 
   BORROWINGS COSTS 
    Borrowing costs are recognised in profit or loss in the period 
    in which they are incurred. 
              SHARE BASED PAYMENTS 
               The Group operates equity-settled, share-based schemes, under 
               which it receives services from employees or third-party 
               suppliers as consideration for equity instruments (options 
               and warrants) of the Group. The Group may also issue warrants 
               to share subscribers as part of a share placing. The fair 
               value of the equity-settled share based payments is recognised 
               as an expense in the Statement of Comprehensive Income or 
               charged to equity depending on the nature of the service 
               provided or instrument issued. The total amount to be expensed 
               or charged is determined by reference to the fair value of 
               the options granted: 
 
                *    including any market performance conditions; 
 
 
                *    excluding the impact of any service and non-market 
                     performance vesting conditions (for example, 
                     profitability or sales growth targets, or remaining 
                     an employee of the entity over a specified time 
                     period); and 
 
 
                *    including the impact of any non-vesting conditions 
                     (for example, the requirement for employees to save). 
 
 
 
               In the case of warrants the amount charged to equity is determined 
               by reference to the fair value of the services received if 
               available. If the fair value of the services received is 
               not determinable, the warrants are valued by reference to 
               the fair value of the warrants granted as described previously. 
               Non-market vesting conditions are included in assumptions 
               about the number of options or warrants that are expected 
               to vest. The total expense or charge is recognised over the 
               vesting period, which is the period over which all of the 
               specified vesting conditions are to be satisfied. At the 
               end of each reporting period, the entity revises its estimates 
               of the number of options that are expected to vest based 
               on the non-market vesting conditions. It recognises the impact 
               of the revision to original estimates, if any, in the Statement 
               of 
               Comprehensive Income or equity as appropriate, with a corresponding 
               adjustment to a separate reserve in equity. 
               When the options are exercised, the Company issues new shares. 
               The proceeds received, net of any directly attributable transaction 
               costs, are credited to share capital (nominal value) and 
               share premium. 
 
 
                3    FINANCIAL RISK MANAGEMENT 
                      The Group is exposed to a variety of financial risks which 
                      result from both its operating and investing activities. The 
                      Group's risk management is coordinated by the Board of Directors 
                      and focuses on actively securing the Group's short to medium 
                      term cash flows by minimising the exposure to financial markets. 
                      The main risks the Group is exposed to through its financial 
                      instruments are market risk (including market price risk), 
                      credit risk and liquidity risk. 
                     MARKET PRICE RISK 
                      The Group's exposure to market price risk mainly arises from 
                      potential movements in the pricing of its products. The Group 
                      manages this price risk within its long-term strategy to grow 
                      the business and maximise shareholder return. 
                     CREDIT RISK 
                      The Group's financial instruments that are subject to credit 
                      risk are cash and cash equivalents and loans and receivables. 
                      The credit risk for cash and cash equivalents is considered 
                      negligible since the counterparties are reputable financial 
                      institutions. 
                      The Group's maximum exposure to credit risk is GBP599,000 
                      (2020: GBP176,000 comprising cash and cash equivalents and 
                      loans and receivables. 
                     LIQUIDITY RISK 
                      Liquidity risk arises from the possibility that the Group 
                      might encounter difficulty in settling its debts or otherwise 
                      meeting its obligations related to financial liabilities. 
                      The Group manages this risk through maintaining a positive 
                      cash balance and controlling expenses and commitments. The 
                      Directors are confident that adequate resources exist to finance 
                      current operations. 
                      The following table summarises the maturity profile of the 
                      Group's non-derivative financial liabilities with agreed repayment 
                      periods. The table has been drawn up based on contractual 
                      undiscounted cash flows based on the earliest repayment date 
                      on which the Group can be required to pay. The table includes 
                      both interest and principal cash flows. To the extent that 
                      the interest flows are floating rate, the undiscounted amount 
                      is derived from the interest rate curves at the balance sheet 
                      date: 
                                                     Less    Between    Between 
                                                     than    1 and 2      2 and       Over              Carrying 
                     Group                         1 year      years    5 years    5 years      Total      value 
                      At 30 June 2021             GBP'000    GBP'000    GBP'000    GBP'000    GBP'000    GBP'000 
                    --------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
  Trade and other payables                            411          -          -          -        411        411 
  Borrowings                                          100          -          -          -        100        100 
 ---------------------------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
                     At 30 June 2020 
                    --------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
  Trade and other payables                            326          -          -          -        326        326 
  Borrowings                                          100          -          -          -        100        100 
 ---------------------------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
 

CAPITAL RISK MANAGEMENT

The Group's objectives when managing capital are:

-- to safeguard the Group's ability to continue as a going concern, so that it continues to provide returns and benefits for shareholders;

   --      to support the Group's growth; and 
   --      to provide capital for the purpose of strengthening the Group's risk management capability. 

The Group actively and regularly reviews and manages its capital structure to ensure an optimal capital structure and equity holder returns, taking into consideration the future capital requirements of the Group and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities. Management regards total equity as capital and reserves, for capital management purposes.

 
                4   CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS 
                     The preparation of Financial Statements in conformity with 
                     IFRSs requires management to make judgements, estimates and 
                     assumptions that affect the application of policies and reported 
                     amounts of assets and liabilities, income and expenses. Estimates 
                     and judgements are continually evaluated and are based on 
                     historical experience and other factors including expectations 
                     of future events that are believed to be reasonable under 
                     the circumstances. 
                     CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS 
                     The Group makes estimates and assumptions concerning the future. 
                     The resulting accounting estimates will, by definition, seldom 
                     equal the related actual results. The estimates and assumptions 
                     that have a significant risk of causing a material adjustment 
                     to the carrying amounts of assets and liabilities within the 
                     next financial year are discussed below. 
                     IMPAIRMENT OF DEVELOPMENT COSTS AND INVESTMENT IN SUBSIDIARIES 
                     The Group tests annually whether development costs and investments 
                     in the subsidiaries, which have a carrying value of GBP2,773,000 
                     and GBP2,440,000 respectively (2020: GBP2,666,000 and GBP2,440,000 
                     respectively) have suffered any impairment in accordance with 
                     the accounting policy as stated in Note 2. 
                     The core development to date on the mCHP and Stirling technology 
                     is the base technology that will be applied the Marine, Waste 
                     Heat Recovery, Hydrogen and automotive sectors that the company 
                     will be focusing on in the future. 
                     When a review for impairment is conducted, the recoverable 
                     amount is determined based on value in use calculations prepared 
                     on the basis of management's assumptions and estimates. As 
                     a result of their 2021 review management has concluded that 
                     no impairment is required. 
                    The value-in-use calculations require management to estimate 
                     future cash flows expected to arise from the cash generating 
                     unit, once commercial production is achieved, and apply a 
                     suitable discount rate in order to calculate present value. 
                     These calculations require the use of estimates. See Note 
                     10 for further details. 
 

Following other sources of products interest during the year, management have focussed the value-in-use calculations on licensing sales rather than product sales. This has been done as management consider that the revenues are more near term in nature and note that it uses the same core developed technology. Given the product's nature, the core estimates have remained broadly consistent with an increase in gross margin given the shift in focus to licensing which is consider will provide a higher margin than product sales.

CASH AND CASH EQUIVALENTS CLASSIFICATION

During the year-ended 30 June 2020, Management made a change in judgment regarding the liquidity of cash balances held on their behalf by another entity. This change in judgment led to these balances in 2021 and 2020 to be classified as cash and cash equivalents rather than other debtors.

 
                5    DIRECTOR'S AND KEY MANAGEMENT PERSONNEL EMOLUMENTS 
                                                                                2021     2021 
                                                                             GBP'000  GBP'000 
                    -----------------------------------------------------  ---------  ------- 
 
 Aggregate emoluments                                                            144      144 
 Social security costs                                                             6        6 
 ------------------------------------------------------------------------  ---------  ------- 
                                                                                 150      150 
 ------------------------------------------------------------------------  ---------  ------- 
 
                                                  Short Term        Other      Total    Total 
                    Name of director                Benefits     Benefits       2021     2020 
                                                     GBP'000      GBP'000    GBP'000  GBP'000 
                    --------------------------  ------------  -----------  ---------  ------- 
 
 J Gunn                                                   80            -         80       80 
 N Jagatia                                                40            -         40       40 
 A Samaha                                                 12            -         12       12 
 S Gunn*                                                  12            -         12       12 
 ---------------------------------------------  ------------  -----------  ---------  ------- 
                                                         144            -        144      144 
 ---------------------------------------------  ------------  -----------  ---------  ------- 
 *Key Management Personnel 
 

The number of Directors who contributed to pension schemes during the year was nil (2020: nil).

 
                6                   EMPLOYEE INFORMATION 
                                                                                 2021                    2020 
                                                                              GBP'000                 GBP'000 
                    ----------------------------------------  -----------------------  ---------------------- 
 
 Wages and salaries                                                               144                     144 
 Social security costs                                                              6                       6 
                                                                                  150                     150 
 -----------------------------------------------------------  -----------------------  ---------------------- 
                                    In addition to the above a total of GBP96,331 (2020: GBP93,000) 
                                     wages and salaries for employees has been included in Development 
                                     costs. 
 
 
                                     Average number of persons employed (including executive directors): 
                                                                                 2021                    2020 
                                                                               Number                  Number 
                    ----------------------------------------  -----------------------  ---------------------- 
                 Office and management                                              4                       4 
 -----------------------------------------------------------  -----------------------  ---------------------- 
 
 
   COMPENSATION OF KEY MANAGEMENT PERSONNEL 
   There are no key management personnel other than those disclosed 
    in Note 5. 
 
 
                7                   LOSS FOR THE YEAR 
                    Loss for the year is arrived at after charging: 
                                                                          2021      2020 
                                                                       GBP'000   GBP'000 
                    ------------------------------------------------  --------  -------- 
 
              S     Salaries and wages (Note 6)                            150       150 
              A     Audit and other fees                                    20        20 
 Depreciation                                                                7         6 
 -------------------------------------------------------------------  --------  -------- 
 
                     AUDITOR'S REMUNERATION 
                     During the year the Group obtained the following services 
                      from the Company's auditor: 
                                                                          2021      2020 
                                                                       GBP'000   GBP'000 
                    ------------------------------------------------  --------  -------- 
  Fees payable to the Company's auditor for 
   the audit of the parent company and the Group 
   financial statements                                                     20        18 
 
 
 
 8    Taxation 
     GROUP                                    2021     2020 
                                           GBP'000  GBP'000 
     Deferred tax                                -        - 
 Current tax                                  (24)     (41) 
 ----------------------------------------  -------  ------- 
 Total current tax charge / (credit)          (24)     (41) 
 ----------------------------------------  -------  ------- 
 
 
 
  The tax on the Group's loss before tax differs from the theoretical 
   amount that would arise using the average rate applicable 
   to losses of the consolidated entities as follows: 
                                                             2021     2020 
                                                          GBP'000  GBP'000 
 ------------------------------------------------------  --------  ------- 
 Loss before tax from continuing operations                 (277)    (240) 
 ------------------------------------------------------  --------  ------- 
 Loss before tax multiplied by rate of corporation 
  tax in the UK of 19% (2020: 19%)                           (53)     (46) 
 Tax effects of: 
 Expenses not deductible for tax purposes                       -        - 
 Unrelieved tax losses carried forward                         53       46 
 Research and development tax credit                         (24)     (41) 
 ------------------------------------------------------  --------  ------- 
 Total tax                                                   (24)     (41) 
 ------------------------------------------------------  --------  ------- 
 

The Group has excess management expenses of approximately GBP5,450,000 (2020: GBP5,200,000), capital losses of GBP150,000 (2020: GBP150,000) and non-trade financial losses of approximately GBP119,000 (2020: GBP119,000) to carry forward against future suitable taxable profits. No deferred tax asset has been provided on any of these losses due to uncertainty over the timing of their recovery.

 
                9   EARNINGS PER SHARE 
                    Earnings per ordinary share has been calculated by dividing 
                     the loss attributable to equity holders of the Company 
                     by the weighted average number of shares in issue during 
                     the year. The calculations of both basic and diluted earnings 
                     per share for the year are based upon the loss for the 
                     year of GBP253,000 (2020: GBP199,000). The weighted number 
                     of equity shares in issue during the year was 3,399,326,136 
                     (2020: 2,305,913,967). 
                     In accordance with IAS 33, basic and diluted earnings 
                     per share are identical as the effect of the exercise 
                     of share options and warrants would be to decrease the 
                     loss per share and therefore deemed anti-dilutive. Details 
                     of share options and warrants that could potentially dilute 
                     earnings per share in future periods are set out in Note 
                     16. 
 
 
 10    INTANGIBLE ASSETS 
       GROUP                Development     Total 
                                  Costs 
 
                                GBP'000   GBP'000 
 
 
  At 30 June 2019                 2,570     2,570 
  Additions                          96        96 
 
  At 30 June 2020                 2,666     2,666 
  Additions                         107       107 
 
  At 30 June 2021                 2,773     2,773 
 ------------------  ---  -------------  -------- 
 
 
 

No amortisation has been recognised on development costs to date as the assets are still in the development stage and the related products are not yet ready for sale. As such, the value-in-use calculations to support the carrying value of development costs is directly reliant on the availability of future capital funding in order to achieve product accreditation and enter into commercial production.

The recoverable amount of the above cash generating unit has been determined based on value-in-use calculations and includes revenue from stirling application in marine, Inspirit Charger (boiler technology), waste recycling and Hydrogen application activities. The value-in-use calculations use cash flow projections based on financial budgets approved by Management covering a five year period. They key estimates in the value-in-use calculation are:

Growth rate - Nonlinear year on year increases based on directors' estimations following discussion with a number of potential partners.

Discount rate - 30%

 
  11   PROPERTY, PLANT 
        AND EQUIPMENT 
       GROUP                  Plant and        Fixtures       Motor     Total 
                              Equipment    and fittings    Vehicles 
 
       COST                     GBP'000         GBP'000     GBP'000   GBP'000 
      --------------------  -----------  --------------  ----------  -------- 
  As at 30 June 2019                 81              15           1        97 
  Additions                           3               -           -         3 
 -------------------------  -----------  --------------  ----------  -------- 
  As at 30 June 2020                 84              15           1       100 
  Additions                           2               -           -         2 
                                                                     -------- 
  As at 30 June 2021                 86              15           1       102 
 
       DEPRECIATION 
      --------------------  -----------  --------------  ----------  -------- 
  As at 30 June 2019                 47              11           1        59 
  Charge for year                     6               -           -         6 
 -------------------------  -----------  --------------  ----------  -------- 
  As at 30 June 2020                 53              11           1        65 
  Charge for year                     6               1           -         7 
                                                                     -------- 
  As at 30 June 2021                 59              12           1        72 
 
       NET BOOK VALUE 
      --------------------  -----------  --------------  ----------  -------- 
  As at 30 June 2021                 27               3           -        30 
  As at 30 June 2020                 31               4           -        35 
 -------------------------  -----------  --------------  ----------  -------- 
 
 
                12    INVESTMENT IN SUBSIDIARIES 
                     COMPANY                                             2021     2020 
                     SHARES IN GROUP UNDERTAKINGS:                    GBP'000  GBP'000 
                     -----------------------------------------------  -------  ------- 
 At 1 July                                                              2,440    2,440 
 Increase in loan to subsidiary                                            75      207 
 Provision against the loan balance outstanding                          (75)    (207) 
 -------------------------------------------------------------------  -------  ------- 
              A                                                        2,440     2,440 
                                                                      -------  ------- 
 

Included in the above is an amount of GBP3,046,513 (2020: GBP2,961,446) relating to the amount due to the Company by its subsidiary Inspirit Energy Limited. A provision of GBP3,046,513 (2020: GBP2,961,446) has been set against this loan balance outstanding.

Investments in Group undertakings are recorded at cost, which is the fair value of the consideration paid.

Details of Subsidiary Undertakings are as follows:

 
                                                                          Proportion 
                                                       Registered   of share capital       Nature of 
  Name of subsidiary         Registered address           capital               held        business 
  -------------------------  -------------------  ---------------  -----------------  ------------------- 
  Inspirit Energy Limited**  c/o Niren Blake      Ordinary shares               100%  Product development 
   Company No.07160673        LLP 2nd Floor,           GBP 15,230 
                              Solar House, 
                              915 High Road, 
                              London, England, 
                              N12 8QJ 
  Somemore Limited           Global Investment    Ordinary shares               100%        Dormant 
   Company No.07152291        Strategy Uk                   GBP 1 
   Dissolved 12 January       Ltd, 2(nd) Floor, 
   2021                       London Wall 
                              Buildings, London, 
                              EC2M 5PP 
 
 

*** Inspirit Energy Limited (Co No 07160673) is entitled and has taken exemption under section 479a of the Companies Act 2006. No members of Inspirit Energy Limited have required the company to obtain an audit of its accounts for the year in question in accordance with section 476 of the Companies Act 2006

 
                13    TRADE AND OTHER RECEIVABLES 
                                              GROUP            COMPANY 
                                            2021     2020     2021     2020 
                                         GBP'000  GBP'000  GBP'000  GBP'000 
                     ------------------  -------  -------  -------  ------- 
 Corporation tax*                             24       41        -        - 
 VAT recoverable                              13        8        7        3 
 Other receivables                             -        -        -        1 
                                              37       49        7        4 
 --------------------------------------  -------  -------  -------  ------- 
 

*The Corporation tax repayable relates to the R&D tax claim receivable from HMRC.

The Directors consider that the carrying amount of receivables is approximately equal to their fair value and under IFRS 9 that they are held at amortised cost

 
                14    CASH AND CASH EQUIVALENTS 
                                                      GROUP            COMPANY 
                                                    2021     2020     2021     2020 
                                                 GBP'000  GBP'000  GBP'000  GBP'000 
                     --------------------------  -------  -------  -------  ------- 
 Cash and cash equivalents                           561      128      554      126 
 ----------------------------------------------  -------  -------  -------  ------- 
 

The Directors consider the carrying amount of cash and cash equivalents approximates to their fair value.

All of the Group and Company's cash and cash equivalents are held with institutions with an AA credit rating.

 
  15      SHARE CAPITAL AND SHARE PREMIUM 
                             Number        Number   Ordinary   Deferred   New Deferred        Share              Total 
                        of ordinary   of deferred     shares     shares       B shares      premium 
                             shares        shares 
                                                         GBP        GBP            GBP          GBP                GBP 
      -------------  --------------  ------------  ---------  ---------  -------------  -----------  ----------------- 
  At 30 June 
   2019               1,420,806,859       400,932     14,208    396,923      1,406,599   11,335,656         13,153,386 
 ------------------  --------------  ------------  ---------  ---------  -------------  -----------  ----------------- 
  Issue of 
   New Shares         1,482,976,188             -    148,298          -              -    1,027,702          1,176,000 
  Issue costs                     -             -          -          -              -     (20,625)           (20,625) 
 ------------------  --------------  ------------  ---------  ---------  -------------  -----------  ----------------- 
  At 30 June 
   2020               2,903,783,047       400,932    162,506    396,923      1,406,599   12,342,733         14,308,761 
 ------------------  --------------  ------------  ---------  ---------  -------------  -----------  ----------------- 
  Issue of 
   New Shares         1,367,857,139             -    136,786          -              -      620,714            757,500 
  Issue costs                     -             -          -          -              -     (30,000)           (30,000) 
 ------------------  --------------  ------------  ---------  ---------  -------------  -----------  ----------------- 
  At 30 June 
   2021               4,271,640,186       400,932    299,292    396,923      1,406,599   12,933,447         15,036,261 
 ------------------  --------------  ------------  ---------  ---------  -------------  -----------  ----------------- 
 

Both the Deferred shares and the New Deferred B shares have no voting rights.

On 6 June 2018, the Company announced that members, at a General meeting on the same day, had approved the completion of a Capital Reorganisation which comprised the sub-division of shares whereby each existing Ordinary Share of 0.1 pence each in the capital of the Company was sub-divided into 1 New Ordinary Shares of 0.001 pence each and 1 Deferred B Share of 0.099 pence each. This resulted in 1,420,806,859 New Ordinary Shares and 1,420,806,859 Deferred B Shares in issue.

 
  16   SHARE BASED 
        PAYMENTS 
       Share options and warrants can be granted to selected Directors 
        and third-party service providers. 
       Share options and warrants outstanding at the end of the year have 
        the following expiry dates and exercisable prices: 
                           Weighted                         Options and         Weighted                      Options and 
                            Average                            warrants          Average                         warrants 
                           Exercise                                             Exercise 
                              Price                                                Price 
                               2021                                                 2020 
  At 1 July                                                 605,044,429           0.0488                        1,500,000 
        Granted             0.00075                         500,000,000           0.0007                      603,544,429 
        Exercised            0.0007                       (367,857,139)                -                                - 
        Lapsed               0.0007                       (237,187,290)                -                                - 
                          ---------  ---------- 
        At 30 June          0.00075                         500,000,000           0.0488                      605,044,429 
 -----------------------  ---------  ----------  ----------------------  ---------------  ------------------------------- 
 
       Grant date                        Expiry                Exercise        Number of                        Number of 
                                           date                price in      options and                      options and 
                                                          GBP per share         warrants                         warrants 
                                                                                    2021                             2020 
        26-Apr-11                     25-Apr-21                 0.0488-                -                        1,500,000 
        20-Nov-19                     19-Nov-20                  0.0007                -                      574,258,711 
        02-Dec-19                     01-Dec-20                  0.0007                -                       27,000,001 
        24-Dec-19                     23-Dec-20                  0.0007                -                        2,285,717 
        03-Jun-21*                    02-Jun-23                 0.00075      500,000,000 
                          --------- 
                                                                0.00075      500,000,000                      605,044,429 
 -----------------------  ---------  ----------  ----------------------  ---------------  ------------------------------- 
 

On 27th May 2021, the Company announced that it had raised a gross amount of GBP500,000 through the placing of 1,000,000,000 ordinary shares of 0.001 pence each in the share capital of the Company at 0.05 pence per Ordinary Share. For every two Placing Shares they subscribed to, placees will also receive one warrant over Ordinary Shares valid for 24 months from the date of issue exercisable at 0.075 pence per Ordinary Share. The warrants awarded did not fall under the scope of IFRS 2 therefore no share-based payment expense has been recognised in the year ended 30 June 2021.

 
                        TRADE AND OTHER PAYABLES 
 
                  17 
                                                                      GROUP                          COMPANY 
                                                                   2021                   2020      2021      2020 
                                                                GBP'000                GBP'000   GBP'000   GBP'000 
                       --------------------------  --------------------  ---------------------  --------  -------- 
 Trade payables                                                     54                      56        17        16 
 Other payables                                                 56                           -        55        55 
 Social security and other 
  taxes                                                              46                     33         -         - 
 Accrued expenses                                                   255                    224       253       219 
 ------------------------------------------------  --------------------  ---------------------  --------  -------- 
                                                                    411                    362       325       290 
 ------------------------------------------------  --------------------  ---------------------  --------  -------- 
 
 

The Directors consider that the carrying amount of trade and other payables approximates to their fair value.

 
                18                   BORROWINGS 
                                                            GROUP               COMPANY 
                                                         2021       2020      2021        2020 
                                                      GBP'000    GBP'000   GBP'000     GBP'000 
                     ------------------------------  --------  ---------  --------  ---------- 
                      Current 
  Drawdown facility (see Note 
   1 below)                                                100       100       100            100 
  Total current borrowings                                 100       100       100            100 
 --------------------------------------------------  ---------  --------  --------  ------------- 
                      Non-current 
                      Convertible loan notes                 -         -         -              - 
                     ------------------------------  ---------  --------  --------  ------------- 
                      Total non-current borrowings           -         -         -              - 
                     ------------------------------  ---------  --------  --------  ------------- 
  Total borrowings                                         100       100       100            100 
 --------------------------------------------------  ---------  --------  --------  ------------- 
 
 
 

Note 1

The Drawdown facility relates to the facility entered into during 2017 with YA Global Master SPV Limited. The facility is unsecured and carries an implied interest rate of 10 per cent per annum, repayable in 12 equal monthly instalments and has now lapsed. The directors are seeking to renew.

On 30 April 2015, the Company issued warrants to subscribe for 9,283,364 new ordinary shares as part of the unsecured $3,000,000 Debt facility arrangement with YA Global Master SPV Limited ("YA Global"). The issue of the warrants was triggered following the drawdown of the initial Tranche 1, being $400,000, under the terms of the agreement. The terms of the issue of warrants are governed by the Debt Facility agreement, which specify that for every tranche drawn down, the Company is required to issue 25% of the value of the drawdown based on the interbank rate at the nearest possible date and using the average Volume Weighted Average Price ("VWAP") of the Company for the five trading days immediately prior the date of the agreement. Based on those terms, were the Company to drawdown the remaining $2,600,000 they would be required to issue further warrants to subscribe for an estimated total of 99,622,448 new ordinary shares. The Directors do not expect to use the remaining facility in the foreseeable future.

 
                19    FINANCIAL INSTRUMENTS BY CATEGORY 
                                                                                 2021        2020 
                                                                              GBP'000     GBP'000 
                     ------------------------------------------------------  --------  ---------- 
                     FINANCIAL ASSETS AT AMORTISED COST : 
                     ------------------------------------------------------  --------  ---------- 
                     Trade and other receivables (excluding prepayments,            -           - 
                      VAT and corporation tax) 
 Cash and cash equivalents                                                        561         128 
 --------------------------------------------------------------------------  --------  ---------- 
 
                     FINANCIAL LIABILITIES AT AMORTISED COST: 
                     ------------------------------------------------------  --------  ---------- 
 Trade and other payables                                                          54          89 
 Borrowings                                                                       100         100 
 --------------------------------------------------------------------------  --------  ---------- 
 The table providing an analysis of the maturity of the non-derivative 
  financial liabilities has been included in Note 3. 
                20    ULTIMATE CONTROLLING PARTY 
  At the date of signing this report the Directors do not 
   consider there to be one single ultimate controlling party. 
 
 
 
                21       RELATED PARTY TRANSACTIONS 
                         See note 6 for details of director's remuneration in the 
                          year. 
                         During the year, NKJ Associates Ltd, a company in which N 
                          Jagatia is a Director, charged consultancy fees of GBP40,000 
                          (2020: GBP40,000). The amount owed to NKJ Associates Ltd 
                          at year end is GBP72,000 (2020: GBP62,000). 
                          Amount of fees due to John Gunn at 30 June 2021 was GBP160,000 
                          (2020: GBP150,000) and the amount of fees due to Anthony 
                          Samaha at 30 June 2021 was GBP18,000 (2020: GBP6,000). 
 
                          Both John Gunn and Nilesh Jagatia are Directors of Global 
                          Investment Strategy UK Limited (GIS) and GIS held cash in 
                          its Inspirit Energy Holdings Plc's client account at 30 June 
                          2021 totalling GBP183,000 (2020: GBP125,000) and this balance 
                          is included in cash and cash equivalents. 
                22   EVENTS AFTER THE REPORTING DATE 
                     On 2 November 2021, the company announced that it was in early-stage 
                      discussions with a view to entering into an agreement with 
                      a British certification company Enertek International Ltd. 
                      Enertek International have won several development contracts 
                      from the government (BEIS) and have gained a vast knowledge 
                      in developing backward compatible Hydrogen products such as: 
                      domestic and commercial cookers, domestic and commercial heating 
                      systems etc. They have now gained the knowledge which could 
                      be very beneficial to Inspirit in developing a Hydrogen product, 
                      with a view of also looking at our existing products to make 
                      them hydrogen powered backwards compatible. 
 
 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

FR FELFWUEFSEEE

(END) Dow Jones Newswires

December 29, 2021 12:29 ET (17:29 GMT)

Grafico Azioni Inspirit Energy (LSE:INSP)
Storico
Da Apr 2022 a Mag 2022 Clicca qui per i Grafici di Inspirit Energy
Grafico Azioni Inspirit Energy (LSE:INSP)
Storico
Da Mag 2021 a Mag 2022 Clicca qui per i Grafici di Inspirit Energy