TIDMINSP
RNS Number : 8507J
Inspirit Energy Holdings PLC
24 December 2020
24 December 2020
Inspirit Energy Holdings Plc
("Inspirit" or "the Company")
ANNUAL REPORT AND ACCOUNTS FOR THE YEARED 30 JUNE 2020
Inspirit is pleased to announce its audited annual accounts for
the year ended 30 June 2020 which are being posted to Shareholders
and will be available on the Company's website,
www.inspirit-energy.com .
Chairman's Statement
During the financial year ended 30(th) June 2020, Inspirit
Energy Holdings plc has maintained 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, the
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 an
important one for the business and its strategic direction. 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 operating Board and I 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.
We 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. As
we move into a transformational period for the business, I would
like to personally thank my colleagues for their hard work and
commitment to driving the business forward whilst keeping one
another safe and well during these challenging times.
J Gunn
Chairman and Chief Executive Officer
24 December 2020
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
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 2020
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 2020.
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
During the beginning of the financial year, the Company embarked
on multiple applications for the Stirling technology and were in
advance discussions with a large car/marine engine manufacturer to
develop a unit for the shipping industry with current output of
11.68kw. We were also in discussions with our European
manufacturing partners and sourcing supply chains and agreed a
letter of support for the development of a Waste Heat Recovery
("WHR") system with Volvo Penta, a world-leading supplier of power
solutions for marine and industrial applications. As Volvo have
many diverse interests in other industries, Inspirit Energy and
Volvo are also reviewing many other applications which can utilise
our technology.
During the last 6 months of the financial year, the Covid
pandemic spread globally. In these unprecedented times and given
the actions that global governments took to control COVID-19, our
European partners assisting with the development of the Inspirit
Charger ceased operations and temporarily diversified into the
manufacturing of Personal Protection Equipment (PPE) due to the
high demand around Europe and the world. We were advised that as
the demand decreases for medical supplies and their supply chain
for materials recover availability, they will be returning to their
normal engineering manufacturing sector and would therefore be able
to assist with the testing of our microCHP boiler technology.
To reduce the impact of Covid, Inspirit Energy are diversifying
our supplier base with multiple suppliers in different countries.
If any country has further lockdowns or restrictions, we would be
able to swap suppliers with minimal impact on our project plan.
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.
DEVELOPMENTS DURING THE YEAR
During the beginning of the financial year, the Company embarked
on multiple applications for the Stirling technology and were in
advance discussions with a large car/marine engine manufacturer, to
develop a unit for the shipping industry with current output of
11.68kw and were in discussions with our European manufacturing
partners and sourcing supply chains.
During the last 6 months of the financial year, the Covid
pandemic spread globally. In these unprecedented times and given
the actions that Global Governments took to control COVID-19, our
European partners assisting with our Inspirit charger went into
lockdown and temporarily diversified their manufacturing into
producing Personal Protection Equipment (PPE) due to the high
demand over Europe and rest of the World. We were advised that as
the demand decreases for medical supplies and their supply chain
for materials recover availability, they will be returning to their
normal engineering manufacturing sector and would therefore be able
to assist with the testing of our microCHP boiler technology.
Inspirit achieved a number of significant milestones during and
after the reporting period 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.
Other developments during the year:
On 18 November 2019, the Company announced that it had raised
GBP300,000 through the placing of 249,999,998 ordinary shares of
0.001 pence each in the share capital of the Company at 0.12 pence
per Ordinary Share.
On 25 November 2019, the Company announced that it had received
conversion notices from the Convertible Loan Notes (CLN's) issued
on 4 May 2018. The Company issued 1,148,571,422 Ordinary Shares at
a price of 0.07p per Ordinary Share with an admission date of 29
November 2019. GBP41,000 CLN's rained outstanding at this date.
Each of the Ordinary shares issued attached one half of a warrant
valid for 12 months from the date of issue of the new shares. John
Gunn, Chairman and CEO was issued 142,857,142 ordinary shares after
converting his CLN and Nilesh Jagatia, Finance Director was issued
28,571,428 ordinary shares after converting his CLN. Both John Gunn
and Nilesh Jagatia were issued one half a warrant attached to the
terms of the original CLN valid for 12 months from the date of
issue of the new shares.
On 5 December 2019, the Company announced that it had received
conversion notices from the Convertible Loan Notes (CLN's) issued
on 4 May 2018. The Company issued 54,000,002 Ordinary Shares at a
price of 0.07p per Ordinary Share with an admission date of 10
December 2019. GBP3,200 CLN's remained outstanding at this date.
Each of the Ordinary shares issued attached one half of a warrant
valid for 12 months from the date of issue of the new shares.
On 24 December 2019, the Company announced that it had received
conversion notices from the Convertible Loan Notes (CLN's) issued
on 4 May 2018. The Company issued 4,571,433 Ordinary Shares at a
price of 0.07p per Ordinary Share with an admission date of 6
January 2020. 2019. GBPNil CLN's remained outstanding at this date.
Each of the Ordinary shares issued attached one half of a warrant
valid for 12 months from the date of issue of the new shares.
BOARD CHANGES
None.
RESULTS AND DIVIDS
The Group made a loss after taxation of GBP199,000 (2019: loss
of GBP239,000) and net assets were GBP2,416,000 (2019:
GBP1,459,000).
The Directors do not propose a dividend for the year to 30 June
2020 (2019: GBPnil).
KEY PERFORMANCE INDICATORS
The key performance indicators used by the Board to monitor the
performance of the Group, are set out below:
PLC S 30 June 30 June
2020 2019
------------------------------------ ------------ ------------
Net asset value GBP2,416,000 GBP1,459,000
Net asset value - fully diluted per
share 0.10p 0.10p
Closing share price 0.05p 0.0275p
Market capitalisation GBP1,451,891 GBP390,722
------------------------------------ ------------ ------------
COVID 19 ASSESMENT
During the financial year, the Board recognised that these were
unprecedented times and that the necessary actions global
Governments took to control COVID-19 were inevitably causing
disruption to the economy. As with all businesses, we were not
immune to this and were experiencing movement and lock down
restrictions in the UK and Europe. As a result, our European
partners and Marine counterparts were reviewing constantly the
timeline in resuming development and discussions of our multi
product application. Our European partners assisting with our
Inspirit charger went into lockdown and temporarily diversified
their manufacturing into producing Personal Protection Equipment
(PPE) due to the high demand over Europe and the world. After the
reporting period, both European manufacturing and marine
counterparts remained in lockdown until autumn 2020.
Looking forward, whilst our counterparts recover from lockdown,
we advanced our discussions with out marine counterpart on adapting
our Inspirit Charger engine on two versions of their marine
engines. The board believe that the "Inspirit Charger " is over 50%
compatible for the marine engine application and would reduce
considerable time in research and development.
To mitigate impact of COVID, the Company is diversifying our
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 the 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.
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 and this 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
24 December 2020
REPORT OF THE DIRECTORSFOR THE YEARED 30 JUNE 2020
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 2020.
PRINCIPAL ACTIVITIES
The principal activity of the Group and Company is that of
development and commercialisation of the mCHP boiler and
application of the sterling 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 share options and
ordinary shares warrants
---------- ------------------------ --------------------
30 June 30 June 30 June 30 June
2020 2019 2020 2019
---------- ----------- ----------- ----------- -------
J Gunn 507,983,664 439,696,246 71,428,571* -
N Jagatia 30,571,428 2,000,000 14,285,714* -
A Samaha - - - -
*warrant conversion price of 0.07p per share and issued on 22
November 2019
INDEMNITY OF OFFICERS
The Company maintains appropriate insurance cover against legal
action brought against its Directors and officers.
RESEARCH AND DVELOPMENT
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 2020 the Group had a cash balance of GBP128,000
(2019: GBP40,000), net current liabilities of GBP285,000 (2019: net
current liabilities of GBP304,000) and net assets of GBP2,416,000
(2019: GBP1,495,000). The Group raises money for development,
capital projects and working capital purposes as and when required
and has raised GBP257,500 post year end by exercise of warrants by
warrant holders. The Group has also successfully reduced 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/eliminated as and when
needed during the going concern period.
EVENTS AFTER THE REPORTING DATE
On 3rd November 2020, the Company announced that it had
announced that the Company has agreed 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 had
announced that that it is in discussions regarding a possible
collaboration with an engineering company with expertise in
advanced gasification.
On 16 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
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the directors
have prepared the group and parent company financial statements in
accordance with International Financial Reporting Standards
("IFRS") as adopted by the European Union ("EU"). 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 IFRSs as adopted by the European
Union have been followed, subject to any material departures
disclosed and explained in the financial statements; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the group and the 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
24 December 2020
CORPORATE GOVERNANCE REPORT
Inspirit Energy Holdings plc Quoted Companies Alliance Code ("QCA Code")
Principles: Application:
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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 INSP has a close and ongoing relationship with
expectations 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 INSP's 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 INSP's 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 Boards' 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 and
staff and other and support for well
recruitment issues. reputational performing existing
impact. employees.
Implementing
and monitoring
of robust health
and safety measures
at workplace.
---------------------- --------------- -----------------------
Regulatory / legal Non-compliance. Loss Robust policies
adherence of licences and procedures
resulting to be followed.
in inability
to comply Maintaining effective
with communication
the with the Company's
regulatory Auditors and
/ legal NOMAD on regular
requirements. basis.
---------------------- --------------- -----------------------
Strategic Failure of systems Loss Disaster recovery
and controls. of key policy to be
data followed in case
and of crisis.
inability
to operate Maintaining strong
effectively. IT systems and
controls in place.
---------------------- --------------- -----------------------
Financial Internal: Inadequate Loss The Board to
systems and controls of business. regularly review
of accounting in operating and
place and Inability strategic risks.
liquidity risk. to continue
trading The audit committee
External: as a to provide adequate
Market and credit going and sufficient
crisis; concern. information to
Short term liquidity the Company's
freezes; external auditors.
Commercialisation
Brexit. Robust capital
and liquidity
levels in place
alongside effective
accounting systems
and controls.
---------------------- --------------- -----------------------
Regulatory External: Potential Understanding
environment in Changes in to undermine regulatory environment
domestic power market legislation regarding microchip and adapting
domestic power boiler system accordingly.
market. product.
---------------------- --------------- -----------------------
Product Risk Internal: Potential Testing of product
Failure to develop for Certification.
commercial product. significant Understanding
financial of market place
loss. and competition.
---------------------- --------------- -----------------------
The above matrix is kept up to date and regularly
reviewed as changes arise in order to mitigate
risks.
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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 the 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 adopted 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 24.4% (
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 Finance Director
position with AIM quoted Octagonal Plc 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, 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
processes to The Board is responsible for the ultimate decision
support good making, the structures and processes adopted
decision making by INSP. The Board is headed by the Chairman.
by the board In order to comply with the Companies Act 2006
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
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 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 2020
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 2020 which comprise the
Consolidated Statement of Comprehensive Income, the Consolidated
and Parent Company Statement of Financial Position, the
Consolidated and Parent Company Statements of Changes in Equity,
the Consolidated and Parent Company Statements of Cash Flow and
notes to the financial statements, including a summary of
significant accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by
the European Union and as regards the parent company financial
statements, as applied in accordance with the provisions of the
Companies Act 2006.
In our opinion:
-- the financial statements give a true and fair view of the
state of the group's and of the parent company's affairs as at 30
June 2020 and of the group's and parent company's loss for the year
then ended;
-- the group financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union;
-- the parent company financial statements have been properly
prepared in accordance with IFRSs as adopted by the European Union
and as applied in accordance with the provisions of the Companies
Act 2006; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
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
We have nothing to report in respect of the following matters in
relation to which the ISAs (UK) require us to report to you
where:
-- the directors' use of the going concern basis of accounting
in the preparation of the financial statements is not appropriate;
or
-- the directors have not disclosed in the financial statements
any identified material uncertainties that may cast significant
doubt about the group's or the parent company's ability to continue
to adopt the going concern basis of accounting for a period of at
least twelve months from the date when the financial statements are
authorised for issue.
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.
Materiality for the group financial statements was set at GBP73k
(2019: GBP73k). This was calculated based on 3% of the net assets
which we determined, in our professional judgment, to be the key
principal benchmark within the financial statements relevant to
members of the parent company in assessing financial performance of
the group.
Materiality for the parent company financial statements was set
at GBP68k (2019: GBP68k), determined with reference to a benchmark
of 3% of the net assets, for the same reason as the Group.
We agreed to report to those charged with governance all
corrected and uncorrected misstatements we identified through our
audit with a value in excess of GBP3.65k (2019: GBP3.65k). We also
agreed to report any other audit misstatements below that threshold
that we believe warranted reporting on qualitative grounds.
An overview of the scope of our audit
All entities of the group, Inspirit Energy Plc, Inspirit Energy
Limited and Somemore Limited were subject to full scope audit
procedures in accordance with ISA (UK) 600 for group and statutory
reporting purposes. We did not rely on the work of any component
auditors.
As part of our planning we assessed the risk of material
misstatement including those that required significant audit
consideration at the component and group level. Procedures were
then performed to address the risk identified and for the most
significant assessed risks of material misstatement, the procedures
performed are outlined below in the key audit matters section of
this report.
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 assets Our work in this area included:
of GBP2.7m (2019: GBP2.6m) Refer * Obtaining management's assessment of impairment and
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 statements * Performing sensitivity analysis on the key areas of
and represents the asset (development estimation/judgement and verifying to supporting
of its Stirling technology) from documentation where possible including benchmarking
which, if successful, the Group against companies in the same industry;
will generate revenue.
There is a risk that the development * Substantive testing on the additions to intangible
costs capitalised during the year assets to ensure they are eligible to be capitalised
do not meet the recognition criteria under IAS 38; and
of IAS 38 "Intangible Assets".
There is also the risk that the * Reviewing disclosures in the financial statements to
carrying value of the intangible ensure compliance with IFRS.
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
2020 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 2020 the Group had Our work in this area included:
cash reserves totalling GBP128k. * A detailed review of budgets and cash flow forecasts
As the Group is non-revenue generating, including challenging key assumptions used;
there is a reliance on raising
funds through issuing debt and/or
equity. Additional funds may need * Comparing actual performance to budget;
to be raised during the going concern
assessment period to fund future
operations and meet working capital * Challenging management as to when the Group's core
requirements. In addition, the product is likely to achieve commercial sales;
Group has not historically performed
in accordance with budget. As such
there is the risk that the Group * Evaluating the track record of assumptions used
is not a going concern. versus actual results in order to assess the
historical accuracy of the Group's forecasting;
* Discussions with management;
* 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.
Upon review it was ascertained
that the Group's latest cash reserves
exceed their committed costs over
the going concern period. As such,
the application of the going concern
assumption is appropriate.
==========================================================================
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. 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. In
connection with our audit of the financial statements, 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
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. 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 their 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 directors' responsibilities
statement, 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's 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.
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
24 December 2020
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 30 JUNE 2020
2020 2019
Note GBP'000 GBP'000
---------------------------------- ----- ------------------ ---------
CONTINUING OPERATIONS:
Administrative expenses 7 (240) (264)
OPERATING LOSS (240) (264)
LOSS BEFORE INCOME TAX (240) (264)
Income tax credit 8 41 25
---------------------------------- ----- ------------------ ---------
NET LOSS AND TOTAL COMPREHENSIVE
INCOME LOSS FOR THE YEAR
ATTRIBUTABLE TO THE OWNERS
OF THE PARENT (199) (239)
---------------------------------- ----- ------------------ ---------
EARNINGS PER SHARE
- Basic and diluted earnings
per share 9 (0.009p) (0.017p)
(attributable to owners
of the parent)
STATEMENT OF FINANCIALPOSITION
FOR THE YEARED 30 June 2020
GROUP COMPANY
-------- -------- --------- ---------
2020 2019 2020 2019
Note GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------- ----- -------- -------- --------- ---------
NON-CURRENT ASSETS
Intangible assets 10 2,666 2,570 - -
Property, plant
and equipment 11 35 38 - -
Investment in subsidiaries 12 - - 2,440 2,440
2,701 2,608 2,440 2,440
---------------------------------- ----- -------- -------- --------- ---------
CURRENT ASSETS
Trade and other
receivables 13 49 63 4 9
Cash and cash equivalents 14 128 40 126 38
---------------------------------- ----- -------- -------- --------- ---------
177 103 130 47
---------------------------------- ----- -------- -------- --------- ---------
TOTAL ASSETS 2,878 2,711 2,570 2,487
---------------------------------- ----- -------- -------- --------- ---------
EQUITY ATTRIBUTABLE
TO OWNERS OF THE
PARENT
Share capital 15 1,967 1,818 1,967 1,818
Share premium 15 9,192 8,185 9,192 8,185
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 (4,535) (4,336) (12,132) (11,852)
---------------------------------- ----- -------- -------- --------- ---------
TOTAL EQUITY 2,416 1,459 2,180 1,304
---------------------------------- ----- -------- -------- --------- ---------
NON-CURRENT LIABILITIES
Borrowings 18 - 845 - 845
---------------------------------- ----- -------- -------- --------- ---------
- 845 - 845
---------------------------------- ----- -------- -------- --------- ---------
CURRENT LIABILITIES
Trade and other
payables 17 362 307 290 238
Borrowings 18 100 100 100 100
---------------------------------- ----- -------- -------- --------- ---------
462 407 390 338
TOTAL LIABILITIES 462 1,252 390 1,183
---------------------------------- ----- -------- -------- --------- ---------
TOTAL EQUITY AND
LIABILITIES 2,878 2,711 2,570 2,487
---------------------------------- ----- -------- -------- --------- ---------
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 GBP280,000
(2019: loss of GBP262,000).
These Financial Statements were approved by the Board of
Directors on 24 December 2020 and were signed on its behalf by
N Jagatia
Director
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 30 June 2020
Attributable to the owners of the parent
--------------------------------------------------------------------------------------
Share capital Share Other Merger Reverse Retained Total
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
2018 1,818 8,185 3 3,150 (7,361) (4,097) 1,698
---------------------- -------------- --------- ---------- --------- ------------- --------- ----------
Loss for the year - - - - - (239) (239)
----------
TOTAL COMPREHENSIVE
INCOME FOR THE YEAR - - - - - (4,336) 1,459
---------------------- -------------- --------- ---------- --------- ------------- --------- ----------
TRANSACTIONS WITH - - - - - - -
OWNERS RECOGNISED
DIRECTLY IN EQUITY
---------------------- -------------- --------- ---------- --------- ------------- --------- ----------
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 - - - - - (4,535) 1,260
---------------------- -------------- --------- ---------- --------- ------------- --------- ----------
Share issues 149 1,028 - - - - 1,177
Share issue costs - (21) - - - - (21)
Share options lapsed - - - - - - -
---------------------- -------------- --------- ---------- --------- ------------- --------- ----------
TRANSACTIONS WITH
OWNERS RECOGNISED
DIRECTLY IN EQUITY 149 1,007 0 0 0 0 1,156
---------------------- -------------- --------- ---------- --------- ------------- --------- ----------
BALANCE AT 30 June
2020 1,967 9,192 3 3,150 (7,361) (4,535) 2,416
---------------------- -------------- --------- ---------- --------- ------------- --------- ----------
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 30 JUNE 2020
Attributable to equity shareholders
Share capital Share Merger Other Retained Total
premium Reserve reserves losses Equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------- ------------------------- ---------- --------- ------------- --------- --------
BALANCE AT 30 June
2018 1,818 8,185 3,150 3 (11,428) 1,728
---------------------- ------------------------- ---------- --------- ------------- --------- --------
Loss for the year - - - - (424) (424)
TOTAL COMPREHENSIVE
INCOME FOR THE YEAR - - - - (424) (424)
---------------------- ------------------------- ---------- --------- ------------- --------- --------
TRANSACTIONS WITH - - - - - -
OWNERS RECOGNISED
DIRECTLY IN EQUITY
---------------------- ------------------------- ---------- --------- ------------- --------- --------
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)
Share options lapsed - - - - - -
in the year
----------
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
---------------------- ------------------------- ---------- --------- ------------- --------- --------
STATEMENT OF CASH FLOWS
FOR THE YEARED 30 JUNE 2020
GROUP COMPANY COMPANY
GROUP
---------- -------- ---------------- ---------
2020 2019 2020 2019
Note GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------- ----- ---------- -------- ---------------- ---------
CASH FLOWS FROM OPERATING
ACTIVITIES
Loss after tax (199) (239) (280) (424)
Depreciation 6 7 - -
Interco loan provision - - 75 207
Tax credit (41) (25) - -
Decrease/(increase) in
trade and other receivables 9 340 5 273
Increase/(decrease) in
trade and other payables 87 44 84 85
Tax received 46 37 - -
---------
NET CASH (USED IN) /
GENERATED FROM OPERATING
ACTIVITIES (92) 164 (116) 141
CASH FLOWS FROM INVESTING
ACTIVITIES
Development costs (96) (169) - -
Purchase of tangible (3) - - -
fixed assets
Increase in loan to subsidiary - - (75) (143)
---------
NET CASH USED IN INVESTING
ACTIVITIES (99) (169) (75) (143)
-------------------------------- ----- ---------- -------- ---------------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES
Gross proceeds from issue
of shares 300 - 300 -
Share issue costs (21) - (21) -
NET CASH GENERATED FROM
FINANCING ACTIVITIES 279 - 279 -
-------------------------------- ----- ---------- -------- ---------------- ---------
NET (DECREASE)/INCREASE
IN CASH AND CASH EQUIVALENTS 88 (5) 88 (2)
Cash and cash equivalents
at the beginning of the
year 40 45 38 40
---------
CASH AND CASH EQUIVALENTS
AT THE OF THE YEAR 15 128 40 126 38
-------------------------------- ----- ---------- -------- ---------------- ---------
During the year ended 30 June 2020, the following major non-cash
transactions occurred:
- GBP876,000 of borrowings and other creditors were settled via the issue of shares
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 30 JUNE 2020
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 2020 together with
the comparative results for the year ended 30 June 2019.
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 2(nd) Floor, 2 London Wall Buildings,
London, EC2M 5PP, United Kingdom.
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) as
adopted and endorsed by the European Union ("EU") 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 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.
Based on the board approved forecasts which includes consideration
of all relevant matters, the Directors have a reasonable
expectation that the Group and the Company has access to
adequate resources to continue in existence for the foreseeable
future and therefore they continue to adopt the going concern
basis of accounting in preparing these financial statements.
The forecasts include continued focus on cash management
and, if required, accruing Directors fees without seeking
to accelerate potential revenue streams as well as Director
guarantees over the settlement of certain liabilities and
deferral of their remuneration. There can be no assurance
that the Group's projects will ever be fully developed or
reach commercialisation.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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 2019.
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 2019:
* IFRS 16, 'Leases';
* Prepayment Features with Negative Compensation -
Amendments to IFRS 9;
* Long-term Interests in Associates and Joint Ventures
- Amendments to IAS 28;
* Annual Improvements to IFRS Standards 2015-2017
Cycle;
* Plan Amendments, Curtailment or Settlement -
Amendments to IAS 19;
* Interpretation 23 'Uncertainty over Income Tax
Treatments'; and
* Definition of Material - Amendments to IAS 1 and IAS
8.
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
A number of new standards and amendments to standards and
interpretations are effective for annual periods beginning
after 1 July 2019 and have not been applied in preparing
these consolidated financial statements. None of these is
expected to have a significant effect on the consolidated
financial statements of the Group.
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, 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.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
NEW STANDARDS, AMMENTS AND INTERPRETATIONS ADOPTED BY
THE GROUP AND COMPANY
The Group and Company have applied the following new and
amended standards for the first time for its annual reporting
period commencing 1 July 2019:
* IFRS 16, 'Leases';
* Prepayment Features with Negative Compensation -
Amendments to IFRS 9;
* Long-term Interests in Associates and Joint Ventures
- Amendments to IAS 28;
* Annual Improvements to IFRS Standards 2015-2017
Cycle;
* Plan Amendments, Curtailment or Settlement -
Amendments to IAS 19;
* Interpretation 23 'Uncertainty over Income Tax
Treatments'; and
* Definition of Material - Amendments to IAS 1 and IAS
8.
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
A number of new standards and amendments to standards and
interpretations are effective for annual periods beginning
after 1 July 2020 and have not been applied in preparing
these consolidated financial statements. None of these is
expected to have a significant effect on the consolidated
financial statements of the Group.
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 Group and Company's presentation
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".
LEASES
The Group as lessee
The Group assesses whether a contract is or contains a lease,
at the inception of the contract. The Group recognises a
right-of-use asset and a corresponding lease liability with
respect to all lease arrangements in which it is the lessee,
except for short-term leases (defined as leases with a lease
term of 12 months or less) and leases of low value assets
(such as tablets and personal computers, small items of office
furniture and
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
telephones). For these leases, the Group recognises the lease
payments as an administrative expense on a straight-line
basis over the term of the lease unless another systematic
basis is more representative of the time pattern in which
economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present
value of the lease payments that are not paid at the commencement
date, discounted by using the rate implicit in the lease.
If this rate cannot be readily determined, the Group uses
its incremental borrowing rate.
Lease payments included in the measurement of the lease liability
comprise:
* Fixed lease payments (including in-substance fixed
payments), less any lease incentives receivable;
* Variable lease payments that depend on an index or
rate, initially measured using the index or rate at
the commencement date;
* The amount expected to be payable by the lessee under
residual value guarantees;
* The exercise price of purchase options, if the lessee
is reasonably certain to exercise the options; and
* Payments of penalties for terminating the lease, if
the lease term reflects the exercise of an option to
terminate the lease.
The lease liability is presented as a separate line in the
consolidated statement of financial position.
The lease liability is subsequently measured by increasing
the carrying amount to reflect interest on the lease liability
(using the effective interest method) and by reducing the
carrying amount to reflect the lease payments made.
The Group remeasures the lease liability (and makes a corresponding
adjustment to the related right-of-use asset) whenever:
* The lease term has changed or there is a significant
event or change in circumstances resulting in a
change in the assessment of exercise of a purchase
option, in which case the lease liability is
remeasured by discounting the revised lease payments
using a revised discount rate.
* The lease payments change due to changes in an index
or rate or a change in expected payment under a
guaranteed residual value, in which cases the lease
liability is remeasured by discounting the revised
lease payments using an unchanged discount rate
(unless the lease payments change is due to a change
in a floating interest rate, in which case a revised
discount rate is used).
* A lease contract is modified and the lease
modification is not accounted for as a separate lease,
in which case the lease liability is remeasured based
on the lease term of the modified lease by
discounting the revised lease payments using a
revised discount rate at the effective date of the
modification.
The Group did not make any such adjustments during the periods
presented.
The right-of-use assets comprise the initial measurement
of the corresponding lease liability, lease payments made
at or before the commencement day, less any lease incentives
received and any initial direct costs. They are subsequently
measured at cost less accumulated depreciation and impairment
losses.
Right-of-use assets are depreciated over the shorter period
of the lease term and the useful life of the underlying asset.
If a lease transfers ownership of the underlying asset or
the cost of the right-of-use asset reflects that the Group
expects to exercise a purchase option, the related right-of-use
asset is depreciated over the useful life of the underlying
asset. The depreciation starts at the commencement date of
the lease.
The right-of-use assets are presented within 'Property, Plant
and Equipment' in the consolidated statement of financial
position.
The Group applies IAS 36 to determine whether a right-of-use
asset is impaired and accounts for any identified impairment
loss as described in the 'Property, Plant and Equipment'
policy.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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. Fo 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
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:
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
* 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 GBP176,000 (2018:
GBP103.000) 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: 3 FINANCIAL RISK MANAGEMENT (continued)
Less Between Between
than 1 and 2 2 and Over Carrying
Group 1 year years 5 years 5 years Total value
At 30 June 2020 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------- ------------ ------------ ----------- ----------- ----------- -----------
Trade and other payables 362 - - - 362 362
Borrowings 100 - - 100 100
-------------------------------------------- ------------ ------------ ----------- ----------- ----------- -----------
At 30 June 2019
------------------------- ------------ ------------ ----------- ----------- ----------- -----------
Trade and other payables 307 - - - 307 307
Borrowings 100 845 - - 945 945
-------------------------------------------- ------------ ------------ ----------- ----------- ----------- -----------
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 GBP2,666,000
and GBP2,440,000 respectively (2019: GBP2,570,000 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 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 2020 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.
4 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued)
.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 to be classified as cash and cash equivalents rather then
other debtors.
5 DIRECTOR'S AND KEY MANAGEMENT PERSONNEL EMOLUMENTS
2020 2019
GBP'000 GBP'000
----------------------------------------------------- --------- -------
Aggregate emoluments 144 134
Social security costs 6 -
------------------------------------------------------------------------ --------- -------
150 134
------------------------------------------------------------------------ --------- -------
Short Term Other Total Total
Name of director Benefits Benefits 2020 2019
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- ------------ ----------- --------- -------
J Gunn 80 - 80 80
N Jagatia 40 - 40 30
A Samaha 12 - 12 12
S Gunn* 12 - 12 12
--------------------------------------------- ------------ ----------- --------- -------
144 - 144 134
--------------------------------------------- ------------ ----------- --------- -------
*Key Management Personnel
The number of Directors who contributed to pension schemes
during the year was nil (2019: nil).
6 EMPLOYEE INFORMATION
2020 2019
GBP'000 GBP'000
---------------------------------------- ----------------------- ----------------------
Wages and salaries 144 149
Social security costs 6 14
150 163
----------------------------------------------------------- ----------------------- ----------------------
In addition to the above a total of GBP93,000 (2019: GBP148.000)
wages and salaries for employees has been included in Development
costs.
Average number of persons employed (including executive directors):
2020 2019
Number Number
---------------------------------------- ----------------------- ----------------------
Office and management 4 3
----------------------------------------------------------- ----------------------- ----------------------
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:
2020 2019
GBP'000 GBP'000
------------------------------------------------ -------- --------
S Salaries and wages (Note 6) 150 163
A Audit and other fees 20 18
Rent - 9
Depreciation 6 7
------------------------------------------------------------------- -------- --------
AUDITOR'S REMUNERATION
During the year the Group obtained the following services
from the Company's auditor:
2020 2019
GBP'000 GBP'000
------------------------------------------------ -------- --------
Fees payable to the Company's auditor for
the audit of the parent company and the Group
financial statements 18 18
8 Taxation
GROUP 2020 2019
GBP'000 GBP'000
Deferred tax - -
Current tax (41) (25)
--------------------------------- ------- -------
Total current tax / (credit) (42) (25)
--------------------------------- ------- -------
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:
8 Taxation (continued) 2020 2019
GBP'000 GBP'000
------------------------------------------------------ -------- -------
Loss before tax from continuing operations (240) (264)
----------------------------------------------------------- -------- -------
Loss before tax multiplied by rate of corporation
tax in the UK of 19% (2019: 19%) (46) (50)
Tax effects of:
Expenses not deductible for tax purposes - -
Unrelieved tax losses carried forward 46 50
Research and development tax credit (41) (25)
----------------------------------------------------------- -------- -------
Total tax (41) (25)
----------------------------------------------------------- -------- -------
The Group has excess management expenses of approximately
GBP5,200,000 (2019: GBP5,000,000), capital losses of GBP150,000
(2019: GBP150,000) and non-trade financial losses of approximately
GBP119,000 (2019: 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 GBP199,000 (2019: GBP239,000). The weighted number
of equity shares in issue during the year was 2,305,913,967
(2019: 1,420,806,859).
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 2018 2,401 2,401
Additions 169 169
At 30 June 2019 2,570 2,570
Additions 96 96
At 30 June 2020 2,666 2,666
------------------------------------- ----------------- ---------------------------- --------
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.
10 INTANGIBLE ASSETS (continued)
The recoverable amount of the above cash generating unit has
been determined based on value-in-use calculations and includes
revenue from sterling application in marine and waste recycling
activities . The value-in-use calculations use cash flow
projections based on financial budgets approved by Management
covering a six-year period. They key estimates in the value-in-use
calculation are:
Growth rate - Nonlinear: year on year increase based on director
estimations
Discount rate - 15%
The calculations are not sensitive to probable changes in the
key assumptions.
11 PROPERTY, PLANT AND EQUIPMENT
GROUP Plant and Equipment Fixtures Motor Vehicles Total
and
fittings
COST GBP'000 GBP'000 GBP'000 GBP'000
------------------------------- -------------------- ---------- --------------- --------
As 30 June 2018 81 15 1 97
Additions - - - -
------------------------------- -------------------- ---------- --------------- --------
As at 30 June 2019 81 15 1 97
Additions 3 - - 3
--------
As at 30 June 2020 84 15 1 100
DEPRECIATION
------------------------------- -------------------- ---------- --------------- --------
As at 30 June 2018 41 10 1 52
Charge for year 6 1 - 7
------------------------------------ -------------------- ---------- --------------- --------
As at 30 June 2019 47 11 1 59
Charge for year 6 - - 6
--------
As at 30 June 2020 53 11 1 65
NET BOOK VALUE
------------------------------- -------------------- ---------- --------------- --------
As at 30 June 2020 31 4 - 35
As at 30 June 2019 34 4 - 38
------------------------------------ -------------------- ---------- --------------- --------
No Property, Plant and Equipment is held in the parent
company.
12 INVESTMENT IN SUBSIDIARIES
COMPANY 2020 2019
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 GBP2,961,446 (2019:
GBP2,885,000) relating to the amount due to the Company by its
subsidiary Inspirit Energy Limited. A provision of GBP2,961,446
(2019: GBP2,885,000) 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 c/o Niren Blake Ordinary shares 100% Product development
Limited** LLP 2nd Floor, GBP 15,230
Company No.07160673 Solar House,
915 High Road,
London, England,
N12 8QJ
Somemore Limited Global Investment Ordinary shares 100% Dormant
Company No.07152291 Strategy Uk GBP 1
Ltd, 2(nd) Floor,
London Wall
Buildings, London,
EC2M 5PP
Inspirit Energy 2nd Floor 2 Ordinary shares 100% Dormant
Consultancy Limited London Wall GBP100
Company no 11190342 Buildings, London
Wall, London,
United Kingdom,
EC2M 5PP
-------------------- ------------------- --------------- ----------------- -------------------
*** Inspirit Energy Limited ( Co No 07160673) company 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
2020 2019 2020 2019
GBP'000 GBP'000 GBP'000 GBP'000
------------------------ ------- ------- ------- -------
Corporation tax* 41 46 - -
VAT recoverable 8 6 3 3
Other receivables - 5 1 -
Prepayments and accrued
income - 6 - 6
-------------------------------------------- ------- ------- ------- -------
49 63 4 9
-------------------------------------------- ------- ------- ------- -------
*The Corporation tax repayable relates to the R&D tax claim
receivable from HMRC.
13 TRADE AND OTHER RECEIVABLES (continued)
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
2020 2019 2020 2019
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- ------- ------- ------- -------
Cash and cash equivalents 128 40 126 38
---------------------------------------------- ------- ------- ------- -------
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 2018 1,420,806,859 400,932 14,208 396,923 1,406,599 11,335,656 13,153,386
----------------- -------------- ------------- --------- --------- ------------- ----------- -----------
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
----------------- -------------- ------------- --------- --------- ------------- ----------- -----------
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 Weighted Options and
Average and warrants Average Exercise warrants
Exercise Price
Price
2020 2019
At 1 July 0.0488 1,500,000 0.0067 10,783,364
Granted - 603,544,429 - -
Exercised - - - -
Lapsed - - 0.009 (9,283,364)
------------------ ----------
At 30 June 0.012725 605,044,429 0.0488 1,500,000
------------------------ ------------------ ---------- -------------- ------------------ -------------
Grant date Expiry Exercise Number of Number of
date price in options and options and
GBP per warrants warrants
share
2020 2019
26-Apr-11 25-Apr-21 0.0488 1,500,000 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
0.012725 605,044,429 1,500,000
------------------------ ------------------ ---------- -------------- ------------------ -------------
17 TRADE AND OTHER PAYABLES
GROUP COMPANY
2020 2019 2020 2019
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- -------------------- --------------------- ------- -------
Trade payables 56 50 16 8
Other payables - 85 55 85
Social security and other
taxes 33 25 - -
Accrued expenses 224 147 219 145
----------------------------------------------- -------------------- --------------------- ------- -------
362 307 290 238
----------------------------------------------- -------------------- --------------------- ------- -------
The Directors consider that the carrying amount of trade and
other payables approximates to their fair value.
18 BORROWINGS
GROUP COMPANY
2020 2019 2020 2019
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 (Note
2 below) - 845 - 845
-------------------------------------------------- -------- -------- -------- ----------
Total non-current borrowings - 845 - 845
-------------------------------------------------- -------- -------- -------- ----------
Total borrowings 100 945 100 945
-------------------------------------------------- -------- -------- -------- ----------
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. On 25 April 2018,
YA Global entered into an agreement for Convertible Loan Notes
("CLNs) which converted GBP100k of the existing drawdown into CLNs
(see note 2).
Note 2
In May 2018, the Company raised GBP530,000 in cash from private
investors through the issue of Convertible Loan Notes and converted
existing debt due to Related Parties (as further detailed below)
and other third-party debt valued at GBP315,000 into the CLNs. The
principal amount of the CLNs are convertible at the higher of
either 0.07p per Ordinary Share of 0.1p each (the "Ordinary Shares"
or "Existing Ordinary Shares" and subject to the Capital
Reorganisation as set out below) or a discount of 25 per cent. to
the previous trading day's closing market share price. The CLNs are
interest free, convertible at the Company's option and, in the
ordinary course, only are repayable by the Company in Ordinary
Shares following a conversion notice. Any Ordinary Shares issued on
conversion of the CLNs will rank pari passu with existing Ordinary
Shares. Conversion of the CLNs is subject to a restriction that no
conversion shall take place in circumstances where as a result of
the conversion the Noteholder or any party deemed to be acting in
concert with such Noteholder, as defined in the Takeover Code,
would own more than 29.9% of the issued share capital of the
Company or otherwise trigger a requirement for the Noteholder to
make a general offer for the Company pursuant to Rule 9 of the
Takeover Code. The CLNs will not be admitted to trading on AIM or
any other exchange.
Majority of the CLN's were converted on 29 November 2019 and 3rd
December 2019.
19 FINANCIAL INSTRUMENTS BY CATEGORY
2020 2019
GBP'000 GBP'000
--------------------------------------------------------------- ------- -------
FINANCIAL ASSETS - LOANS AND RECEIVABLES :
--------------------------------------------------------------- ------- -------
Trade and other receivables (excluding prepayments,
VAT and corporation tax) - 5
Cash and cash equivalents 128 40
----------------------------------------------------------------------------------- ------- -------
FINANCIAL LIABILITIES AT AMORTISED COST:
--------------------------------------------------------------- ------- -------
Trade and other payables 89 160
Borrowings 100 945
----------------------------------------------------------------------------------- ------- -------
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
(2019: GBP30,000). The amount owed to NKJ Associates Ltd at
year end is GBP62,000 (2019: GBP32,000).
22 EVENTS AFTER THE REPORTING DATE
On 3rd November 2020, the Company announced that it had announced
that the Company has agreed 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 had announced
that that it is in discussions regarding a possible collaboration
with an engineering company with expertise in advanced gasification.
On 16 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
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(END) Dow Jones Newswires
December 24, 2020 06:22 ET (11:22 GMT)
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