Inspirit Energy Holdings PLC Annual Financial Report and Notice of AGM

Data : 23/12/2019 @ 15:35
Fonte : UK Regulatory (RNS & others)
Titolo : Inspirit Energy Holdings Plc (INSP)
Quotazione : 0.0425  0.0 (0.00%) @ 09:00
Quotazione Inspirit Energy Grafico

Inspirit Energy Holdings PLC Annual Financial Report and Notice of AGM

Grafico Azioni Inspirit Energy (LSE:INSP)
Storico

3 Mesi : Da Nov 2019 a Feb 2020

Clicca qui per i Grafici di Inspirit Energy

TIDMINSP

RNS Number : 8756X

Inspirit Energy Holdings PLC

23 December 2019

23 December 2019

Inspirit Energy Holdings Plc

("Inspirit" or "the Company")

ANNUAL REPORT AND ACCOUNTS FOR THE YEARED 30 JUNE 2019

NOTICE OF ANNNUAL GENERAL MEETING

Inspirit Energy Holdings Plc today announces its audited results for the year ended 30 June 2019 (the "Accounts").

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

The AGM will be held at 2(nd) Floor, 2 London Wall Buildings, London EC2M 5PP at 11 am on 30 January 2020.

Further copies may be obtained directly from the Company's Registered Office at Inspirit Energy Holdings plc, 2(nd) Floor, 2 London Wall Buildings, London EC2M 5PP. Extracts of the Accounts are set out below.

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

 
 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 
 

About Inspirit Energy Holdings Plc

Inspirit Energy Holdings plc, is developing and commercialising a highly efficient micro combined heat and power (mCHP) boiler for commercial applications. The boiler is specifically designed to meet the challenge of a reduced carbon energy supply and is capable of running on natural gas, LPG and Bio Fuels. The appliance produces hot water (for tap water or central heating) and electrical output simultaneously. The installation can be of single or multiple configuration and its high operating efficiency together with the off-set of electricity costs provides a very attractive investment payback proposition.

Inspirit intends to explore opportunities to license out the underlying technology and the Directors believe that, in some instances, the patents owned by Inspirit may be also used in the development of products other than a mCHP appliance. A prototype of the appliance has been independently tested and shown to be capable of simultaneous generation of up to 15kW thermal and up to 3kW electrical output. Once development of the appliance has been completed and commercialised, the Directors expect that the appliance will initially be marketed in the UK and Europe and eventually worldwide. Additional revenue streams may be possible through product licensing, sales of warranties and further development of the product.

Extracts of the Accounts

CHAIRMAN'S STATEMENT

FOR THE YEARED 30 June 2019

INTRODUCTION

This financial year, Inspirit Energy Holdings plc has maintained its focus on the commercialisation of the Group's micro combined heat and power ("mCHP") boilers and Sterling Engine applications in other sectors.

COMMERCIALISATION AND PROGRESS

During the period, the Group continued to advance its microCHP boiler (the "Charger") closer towards the goal of commercialisation. To this end, improvements to the design of the Group's Stirling engine technology, including simplification as part of the process and meeting the challenges in new technology development, sourcing cheaper materials and efficiency re-redesign, resulted in further delays to the certification process. However, the delays have brought about vast improvements and efficiencies that has led the Charger to obtain peak electrical output in excess of 6.4kW of electricity during a running cycle of 2,000 hours against the unit's previous output of 3.0kW, whist maintaining 15kW thermal output and a 20% reduction in the size of the appliance to below 800mm.

As mentioned previously, the applicable market for our technology is global, either as a boiler replacement product or as an add-on to an existing commercial plant room. In the UK there are in excess of 20 million gas boilers installed and more than 1.6 million new and replacement domestic gas boilers are installed each year. This is in addition to almost 300,000 commercial boiler installations each year. Europe as a whole has approximately 70 million boilers installed. These are the first markets to which our technology is applicable.

The Group is also embarked upon multiple applications for the Stirling technology and developed schematics for several sterling engine applications including: Inspirit Marine, Inspirit Solar, Inspirit Cooler and Inspirit Motor/ Generator. The Group are looking at licensing the Stirling technology for these various applications.

The drawdown facility that the company had with YA Global Master SPV Limited lapsed during the year and the company has had an offer of extending the facility. The director's will consider this next year after successful outcome on their trial unit.

OUTLOOK

The operating board and I believe that the progress over the last year has been very positive. Whilst we remain well positioned in the microCHP boiler technology market, ongoing funding for the development and commercialisation of our product remains a challenge. Accordingly, we continue to manage our resources whilst pushing forward with the product and expect this to continue in 2020.

With the continued growth demand for electric cars, the board are currently setting up an automotive division to utilise the sterling engine to provide a source of power to charge electric motor cars. The Group will also focus on Marine and other application of the sterling technology.

Inspirit Energy is at a pivotal point in its direction as an R&D company and has identified different applications however, at the same time, the Board continues to consider its options for the future strategy and funding of its operating subsidiary and will provide investors with an update when this review is complete.

J Gunn

Chairman and Chief Executive Officer

23 December 2019

STRATEGIC REPORT

FOR THE YEARED 30 June 2019

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 2019.

REVIEW OF THE BUSINESS

Inspirit Energy Limited (IEL) is 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 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.

Inspirit Energy's new "British Engineered" mCHP boiler is one of the industry's most powerful and energy efficient mCHP appliances for its size with simultaneous generation of up to 15 kilowatts of thermal output and up to 6.4 kilowatts of electrical output. The mCHP boiler has been designed to be low maintenance and can be installed by a certified gas-safe tradesman. The appliance's patented engine takes the waste heat from the boiler and converts it efficiently into electricity, first supplying the property where it is installed and then feeding surplus electricity into the National Grid.

In addition to the above strategy, the Company has also been working on the application of the Stirling engine technology in difference sectors and these sectors including solar, renewable and refrigeration and licensing this technology accordingly.

DEVELOPMENTS DURING THE YEAR

The Company embarked on multiple applications for the Stirling technology and have developed schematics for the following projects

-- Inspirit Marine - currently in discussion with a large car/marine engine manufacturer to develop a unit for the shipping industry with current output of 11.68kw.

   --    Inspirit Solar - In-house design, incorporating the new development of our Stirling engine 
   --    Inspirit Cooler - Refrigeration system 

-- Inspirit Motor/ Generator - designed in line with the Inspirit Charger to start the unit and convert electrical output to the grid.

BOARD CHANGES

None.

RESULTS AND DIVIDS

The Group made a loss after taxation of GBP239,000 (2018: loss of GBP953,000) and Net assets were GBP1,459,000 (2018: GBP1,698,000).

The Directors do not propose a dividend for the year to 30 June 2019 (2018: 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 
                                              2019          2018 
------------------------------------  ------------  ------------ 
Net asset value                       GBP1,459,000  GBP1,698,000 
Net asset value - fully diluted per 
 share                                       0.10p         0.15p 
Closing share price                        0.0275p         0.05p 
Market capitalisation                   GBP390,722    GBP710,403 
------------------------------------  ------------  ------------ 
 

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 dependant 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

23 December 2019

REPORT OF THE DIRECTORS

FOR THE YEARED 30 June 2019

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 2019.

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 
                    2019         2018       2019       2018 
-----------  -----------  -----------  ---------  --------- 
J Gunn       439,696,246  439,696,246          -          - 
N Jagatia      2,000,000    2,000,000          -          - 
A Samaha               -            -          -          - 
 
 
 

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 2019 the Group had a cash balance of GBP40,000 (2018: GBP45,000), net current liabilities of GBP304,000 (2018: net current liabilities of GBP97,000) and net assets of GBP1,459,00,000 (2018: GBP1,698,000). The Group raises money for development, capital projects and working capital purposes as and when required and has raised GBP300,000 pre expenses post year end. 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. Notwithstanding the loss and cash outflows incurred in the year and the requirement for further funds to become available, the Directors have a reasonable expectation that the Group will be able to manage its funds to continue in operational existence whilst moving its project towards commercialisation. The Group therefore continues to adopt the going concern basis in preparing the Annual Report and Financial Statements. Further details on the Directors assumption and their conclusion thereon are included in Note 2 to the financial statements.

EVENTS AFTER THE REPORTING DATE

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 remained outstanding at this date.

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.

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

23 December 2019

GROUP STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEARED 30 June 2019

 
                                                 2019      2018 
                                     Note     GBP'000   GBP'000 
----------------------------------  -----  ----------  -------- 
 CONTINUING OPERATIONS: 
 Revenue                                            -         - 
 Administrative expenses                        (264)     (545) 
 Impairment of development 
  asset                               10            -     (424) 
 OPERATING LOSS                                 (264)     (969) 
 Finance costs                                      -       (4) 
 LOSS BEFORE INCOME TAX                         (264)     (973) 
 Income tax credit                    8            25        20 
----------------------------------  -----  ----------  -------- 
 NET LOSS AND TOTAL COMPREHENSIVE 
  LOSS FOR THE YEAR ATTRIBUTABLE 
  TO THE OWNERS OF THE PARENT                   (239)     (953) 
----------------------------------  -----  ----------  -------- 
 EARNINGS PER SHARE 
 - Basic and diluted earnings 
  per share                           9      (0.017p)   (0.07p) 
                                    -----  ----------  -------- 
 (attributable to owners 
  of the parent) 
----------------------------------  -----  ----------  -------- 
 

STATEMENT OF FINANCIAL POSITION

FOR THE YEARED 30 June 2019

 
 Company Number: 05075088                     GROUP                COMPANY 
                                       ------------------  ---------------------- 
                                           2019      2018       2019       2018 
                                 Note   GBP'000   GBP'000    GBP'000    GBP'000 
------------------------------  -----  --------  --------  ---------  --------- 
 NON-CURRENT ASSETS 
 Intangible assets                10      2,570     2,401          -          - 
 Property, plant and 
  equipment                       11         38        45          -          - 
 Investment in subsidiaries       12          -         -      2,440      2,440 
                                          2,608     2,446      2,440      2,440 
------------------------------  -----  --------  --------  ---------  --------- 
 CURRENT ASSETS 
 Trade and other receivables      13         63       415          9        346 
 Cash and cash equivalents        14         40        45         38         41 
------------------------------  -----  --------  --------  ---------  --------- 
                                            103       460         47        387 
------------------------------  -----  --------  --------  ---------  --------- 
 TOTAL ASSETS                             2,711     2,906      2,487      2,827 
------------------------------  -----  --------  --------  ---------  --------- 
 EQUITY ATTRIBUTABLE 
  TO OWNERS OF THE PARENT 
 Share capital                    15      1,818     1,818      1,818      1,818 
 Share premium                    15      8,185     8,185      8,185      8,185 
 Merger reserve                           3,150     3,150      3,150      3,150 
 Share option reserve             16          3         3          3          3 
 Reverse acquisition 
  reserve                               (7,361)   (7,361)          -          - 
 Retained losses                        (4,336)   (4,097)   (11,852)   (11,428) 
------------------------------  -----  --------  --------  ---------  --------- 
 TOTAL EQUITY                             1,459     1,698      1,304      1,728 
------------------------------  -----  --------  --------  ---------  --------- 
 
 NON-CURRENT LIABILITIES 
 Borrowings                       18        845       845        845        845 
------------------------------  -----  --------  --------  ---------  --------- 
                                            845       845        845        845 
------------------------------  -----  --------  --------  ---------  --------- 
 CURRENT LIABILITIES 
 Trade and other payables         17        307       263        238        154 
 Borrowings                       18        100       100        100        100 
------------------------------  -----  --------  --------  ---------  --------- 
                                            407       363        338        254 
 TOTAL LIABILITIES                        1,252     1,208      1,183      1,099 
------------------------------  -----  --------  --------  ---------  --------- 
 TOTAL EQUITY AND LIABILITIES             2,711     2,906      2,487      2,827 
------------------------------  -----  --------  --------  ---------  --------- 
 
 

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 GBP424,000 (2018: loss of GBP723,000).

These Financial Statements were approved by the Board of Directors on 23 December 2019 and were signed on its behalf by

N Jagatia

Director

GROUP STATEMENT OF CHANGES IN EQUITY

FOR THE YEARED 30 June 2019

 
                            Attributable to the owners of the parent 
                           -------------------------------------------------------------------------------------- 
                               Share   Share      Share      Merger     Reverse        Retained   Total 
                             capital    premium    option     reserve    acquisition     losses    Equity 
                                                   reserve               reserve 
                             GBP'000    GBP'000    GBP'000    GBP'000        GBP'000    GBP'000   GBP'000 
-------------------------  ---------  ---------  ---------  ---------  -------------  ---------  -------------- 
 
 BALANCE AT 30 
  June 2017                    1,568      8,144        206      3,150        (7,361)    (3,347)           2,360 
-------------------------  ---------  ---------  ---------  ---------  -------------  ---------  -------------- 
 Loss for the 
  year                             -          -          -          -              -      (953)           (953) 
                                                                                                 -------------- 
 TOTAL COMPREHENSIVE 
  INCOME FOR THE 
  YEAR                             -          -          -          -              -      (953)           (953) 
-------------------------  ---------  ---------  ---------  ---------  -------------  ---------  -------------- 
 Share issues                    250         41          -          -              -          -             291 
 Share options 
  lapsed                           -          -      (203)          -              -        203               - 
-------------------------  ---------  ---------  ---------  ---------  -------------  ---------  -------------- 
 TRANSACTIONS 
  WITH OWNERS RECOGNISED 
  DIRECTLY IN EQUITY             250         41      (203)          -              -        203             291 
-------------------------  ---------  ---------  ---------  ---------  -------------  ---------  -------------- 
 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                             -          -          -          -              -      (239)           (239) 
-------------------------  ---------  ---------  ---------  ---------  -------------  ---------  -------------- 
 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 
-------------------------  ---------  ---------  ---------  ---------  -------------  ---------  -------------- 
 

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEARED 30 June 2019

 
                                     Attributable to equity shareholders 
                       --------------------------------------------------------------- 
                           Share      Share     Merger      Share   Retained     Total 
                         capital    premium    Reserve     option     losses    Equity 
                                                          reserve 
                         GBP'000    GBP'000               GBP'000    GBP'000   GBP'000 
---------------------  ---------  ---------  ---------  ---------  ---------  -------- 
 
 BALANCE AT 
  30 June 2017             1,568      8,144      3,150        206   (10,908)     2,160 
---------------------  ---------  ---------  ---------  ---------  ---------  -------- 
 Loss for the 
  year                         -          -          -          -      (723)     (723) 
                                  --------- 
 TOTAL COMPREHENSIVE 
  INCOME FOR 
  THE YEAR                     -          -          -          -      (723)     (723) 
---------------------  ---------  ---------  ---------  ---------  ---------  -------- 
 Share issues                250         50          -          -          -       300 
 Share issue 
  costs                        -        (9)          -          -          -       (9) 
 Share options 
  lapsed in 
  the year                     -          -          -      (203)        203         - 
                                  --------- 
 TRANSACTIONS 
  WITH OWNERS 
  RECOGNISED 
  DIRECTLY IN 
  EQUITY                     250         41          -      (203)        203       291 
---------------------  ---------  ---------  ---------  ---------  ---------  -------- 
 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 
---------------------  ---------  ---------  ---------  ---------  ---------  -------- 
 

STATEMENT OF CASH FLOWS

FOR THE YEARED 30 June 2019

 
                                              GROUP                       COMPANY 
                                       ------------------  ------  -------------------- 
                                           2019      2018              2019      2018 
                                 Note   GBP'000   GBP'000           GBP'000   GBP'000 
------------------------------  -----  --------  --------      ------------  -------- 
 CASH FLOWS FROM 
  OPERATING ACTIVITIES 
 Loss before tax                          (264)     (973)             (424)     (723) 
 Depreciation                                 7         9                 -         - 
 Finance expense                                        4                 -         4 
 Impairment of development                            424                 -         - 
  costs 
 Interco loan provision                       -         -               207       318 
 Tax credit                                  25         -                 -         - 
 Decrease/(increase) 
  in trade and other 
  receivables                               352     (241)               273     (224) 
 Increase/(decrease) 
  in trade and other 
  payables                                   44     (183)                85     (178) 
 NET CASH GENERATED 
  FROM / (USED IN) 
  OPERATING ACTIVITIES                      164     (960)               141     (803) 
 CASH FLOWS FROM 
  INVESTING ACTIVITIES 
 Development costs                        (169)     (157)                 -         - 
 Increase in loan 
  to subsidiary                               -         -             (143)     (318) 
 NET CASH (USED IN)/GENERATED 
  FROM INVESTING ACTIVITIES               (169)     (157)             (143)     (318) 
------------------------------  -----  --------  --------      ------------  -------- 
 CASH FLOWS FROM 
  FINANCING ACTIVITIES 
 Gross proceeds from 
  issue of shares                             -       300                 -       300 
 Share issue costs                            -       (9)                 -       (9) 
 Gross proceeds from 
  new debt                                    -       845                 -       845 
 Finance costs paid                           -       (4)                 -       (4) 
------------------------------  -----  --------  --------      ------------  -------- 
 NET CASH GENERATED 
  FROM FINANCING ACTIVITIES                   -     1,132                 -     1,132 
------------------------------  -----  --------  --------      ------------  -------- 
 NET (DECREASE)/INCREASE 
  IN CASH AND CASH 
  EQUIVALENTS                               (5)        15               (2)        11 
 Cash and cash equivalents 
  at the beginning 
  of the year                                45        30                40        30 
 CASH AND CASH EQUIVALENTS 
  AT THE OF THE 
  YEAR                            15         40        45                38        40 
------------------------------  -----  --------  --------      ------------  -------- 
 
 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARED 30 June 2019

 
                1                  GENERAL INFORMATION 
                    The principal activity of Inspirit Energy Holdings plc during 
                     the period was that of developing and commercialising the 
                     mCHP boiler and other applications of the sterling technology. 
                     These financial statements show the consolidated results 
                     of the Group for the year ended 30 June 2019 together with 
                     the comparative results for the year ended 30 June 2018. 
                     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 ACCOUNTING 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. 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. The drawdown facility 
                     has expired and the Directors are in discussions about its 
                     potential renewal. 
                     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. 
 
 
   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 following new standards and amendments to standards and 
    interpretations have been issued but are not yet effective 
    and not early adopted. None of these are expected to have 
    a significant effect on the financial statements of the Group 
    and Company:                                                          Effective for 
                                                               periods beginning 
                                                               on or after 
     IFRIC 23                   Uncertainty over Income       1 January 2019 
                                 Tax Treatments 
     IFRS 10 Consolidated       Sale or Contribution of       1 January 2019 
      Financial Statements       Assets between an Investor 
      and IAS 28 (amendments)    and its Associate or Joint 
                                 Venture 
     IFRS 16                    Leases                        1 January 2019 
     Annual Improvements        2015 - 2017 Cycle             1 January 2019 
      to IFRS Standards 
   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 current tax. Tax 
    is recognised in the Statement of Comprehensive Income, except 
    to the extent that it relates to items recognised directly 
    in equity. In this case the tax is also recognised directly 
    in other comprehensive income or directly in equity, respectively. 
    The current income tax credit is calculated on the basis 
    of the tax laws enacted or substantively enacted at the end 
    of the reporting period in the countries where the Company's 
    subsidiaries operate and generate taxable income. Management 
    periodically evaluates positions taken in tax returns with 
    respect to situations in which applicable tax regulation 
    is subject to interpretation. It establishes provisions where 
    appropriate on the basis of amounts expected to be paid to 
    or recoverable from the tax authorities. 
        CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES 
         New standards, amendments and interpretations adopted by 
         the Group and Company 
         The Group and Company have applied the following standards 
         and amendments for the first time for its annual reporting 
         period commencing 1 July 2018: 
          *    IFRS 9 Financial Instruments; 
 
 
          *    IFRS 15 Revenue from Contracts with Customers; and 
 
 
          *    Annual improvements 2014-2016 cycle. 
 
 
 
         Impact of adoption of IFRS 9 
         The classification and measurement requirements of IFRS 9 
         have been adopted with effect from the date of initial application 
         on 1 July 2018. However, the adoption of IFRS 9 has had no 
         impact on the Group and Company. 
         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". 
   OPERATING LEASES 
    Leases in which a significant portion of the risks and rewards 
    of ownership are retained by the lessor are classified as 
    operating leases. 
    Payments made under operating leases are charged to the Statement 
    of Comprehensive Income on a straight-line basis over the 
    period of the lease. 
 
 
                  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. 
        Development costs incurred on the project are capitalised 
         when all the following conditions are satisfied: 
          *    completion of the intangible asset is technically 
               feasible so that it will be available for use or sale 
 
 
          *    the Group intends to complete the intangible asset 
               and use or sell it 
 
 
          *    the Group has the ability to use or sell the 
               intangible asset 
 
 
          *    the intangible asset will generate probable future 
               economic benefits 
 
 
          *    there are adequate technical, financial and other 
               resources to complete the development and to use or 
               sell the intangible asset, and 
 
 
          *    the expenditure attributable to the intangible asset 
               during its development can be measured reliably. 
 
 
         Directly attributable costs that are capitalised as part 
         of the product include any employee costs directly related 
         to the development of the asset and appropriate expenditure 
         which directly furthers the development of the project. 
         Other development expenditure that does not meet these criteria 
         is recognised as an expense as incurred. Development costs 
         previously recognised as an expense are not recognised as 
         an asset in a subsequent period. 
   IMPAIRMENT OF NON-FINANCIAL ASSETS 
    Assets that have an indefinite useful life, are not subject 
    to amortisation and are tested annually for impairment. An 
    impairment loss is recognised for the amount by which the 
    asset's carrying amount exceeds its recoverable amount. The 
    recoverable amount is the higher of an asset's fair value 
    less costs to sell and value in use. For the purposes of 
    assessing impairment, assets are grouped at the lowest levels 
    for which there are separately identifiable cash flows (cash-generating 
    units). Non-financial assets other than goodwill that suffered 
    an impairment are reviewed for possible reversal of the impairment 
    at each reporting date. See note 4 for more information on 
    the impairment assessment performed by management. 
 
 
   FINANCIAL ASSETS 
    a) CLASSIFICATION 
    The Group classifies its financial assets as loans and receivables. 
    The classification depends on the purpose for which the financial 
    assets were acquired. Management determines the classification 
    of its financial assets at initial recognition. 
    LOANS AND RECEIVABLES 
    Loans and receivables are non-derivative financial assets 
    with fixed or determinable payments that are not quoted in 
    an active market. They are included in current assets, except 
    for maturities greater than 12 months after the Statement 
    of Financial Position date. These are classified as non-current 
    assets. The Group's loans and receivables comprise trade 
    and other receivables and cash and cash equivalents in the 
    Statement of Financial Position. 
   b) RECOGNITION AND MEASUREMENT 
    Financial assets are initially measured at fair value plus 
    transactions costs. 
    Loans and receivables are subsequently carried at amortised 
    cost using the effective interest method, except for short 
    term receivables. 
        c) IMPAIRMENT OF FINANCIAL ASSETS 
         The Group assesses at the end of each reporting period whether 
         there is objective evidence that a financial asset, or a 
         group of financial assets, is impaired. A financial asset, 
         or a group of financial assets, is impaired, and impairment 
         losses are incurred, only if there is objective evidence 
         of impairment as a result of one or more events that occurred 
         after the initial recognition of the asset (a "loss event"), 
         and that loss event (or events) has an impact on the estimated 
         future cash flows of the financial asset, or group of financial 
         assets, that can be reliably estimated. 
         The criteria that the Group uses to determine that there 
         is objective evidence of an impairment loss include: 
          *    significant financial difficulty of the issuer or 
               obligor; 
 
 
          *    a breach of contract, such as a default or 
               delinquency in interest or principal repayments; 
 
 
          *    the disappearance of an active market for that 
               financial asset because of financial difficulties; 
 
 
          *    observable data indicating that there is a measurable 
               decrease in the estimated future cash flows from a 
               portfolio of financial assets since the initial 
               recognition of those assets, although the decrease 
               cannot yet be identified with the individual 
               financial assets in the portfolio; or 
 
 
          *    for assets classified as available-for-sale, a 
               significant or prolonged decline in the fair value of 
               the security below its cost. 
 
 
   ASSETS CARRIED AT AMORTISED COST 
    The amount of impairment is measured as the difference between 
    the asset's carrying amount and the present value of estimated 
    future cash flows (excluding future credit losses that have 
    not been incurred), discounted at the financial asset's original 
    effective interest rate. The asset's carrying amount is reduced, 
    and the loss is recognised in the Statement of Comprehensive 
    Income. As a practical expedient, the Group may measure impairment 
    on the basis of an instrument's fair value using an observable 
    market price. 
    If, in a subsequent period, the amount of the impairment 
    loss decreases and the decrease can be related objectively 
    to an event occurring after the impairment was recognised 
    (such as an improvement in the debtor's 
    credit rating), the reversal of the previously recognised 
    impairment loss is recognised in the Statement of Comprehensive 
    Income. 
   CASH AND CASH EQUIVALENTS 
    In the consolidated Statement of Cash Flows, cash and cash 
    equivalents comprise cash in hand and deposits held at call 
    with bank 
   FINANCIAL LIABILITIES 
    Financial liabilities are obligations to pay cash or other 
    financial assets and are recognised when the Group becomes 
    a party to the contractual provisions of the instruments. 
    Financial liabilities are initially measured at fair value, 
    net of transactions costs. They are subsequently measured 
    at amortised cost using the effective interest method. 
    Financial liabilities are derecognised when the Group or 
    Company's contractual obligations expire, are cancelled or 
    are discharged. 
      SHAREHOLDERS' EQUITY 
       Equity comprises the following: 
        *    "Share capital" represents the nominal value of 
             equity shares. 
 
 
        *    "Share premium" represents the excess over nominal 
             value of the fair value of consideration received for 
             equity shares, net of expenses of the share issue. 
 
 
        *    "Share option reserve" represents the cumulative cost 
             of share based payments. 
 
 
        *    "Merger reserve" and "Reverse Acquisition reserve" 
             represents historical reserves formed upon previous 
             Business Combinations entered into by the Company 
             that fall outside the scope of IFRS 3. 
 
 
        *    "Retained losses" represents retained losses. 
 
 
   BORROWINGS 
    Borrowings are recognised initially at fair value, net of 
    transaction costs incurred. Borrowings are subsequently carried 
    at amortised cost; any difference between the proceeds (net 
    of transaction costs) and the redemption value is recognised 
    in the Statement of Comprehensive Income over the period 
    of the borrowings, using the effective interest method. 
    Borrowings are classified as current liabilities unless the 
    Group has an unconditional right to defer settlement of the 
    liability for at least 12 months after the end of the reporting 
    period. 
   BORROWINGS COSTS 
    Borrowing costs are recognised in profit or loss in the period 
    in which they are incurred. 
              SHARE BASED PAYMENTS 
               The Group operates equity-settled, share-based schemes, under 
               which it receives services from employees or third-party 
               suppliers as consideration for equity instruments (options 
               and warrants) of the Group. The Group may also issue warrants 
               to share subscribers as part of a share placing. The fair 
               value of the equity-settled share based payments is recognised 
               as an expense in the Statement of Comprehensive Income or 
               charged to equity depending on the nature of the service 
               provided or instrument issued. The total amount to be expensed 
               or charged is determined by reference to the fair value of 
               the options granted: 
 
                *    including any market performance conditions; 
 
 
                *    excluding the impact of any service and non-market 
                     performance vesting conditions (for example, 
                     profitability or sales growth targets, or remaining 
                     an employee of the entity over a specified time 
                     period); and 
 
 
                *    including the impact of any non-vesting conditions 
                     (for example, the requirement for employees to save). 
 
 
 
               In the case of warrants the amount charged to equity is determined 
               by reference to the fair value of the services received if 
               available. If the fair value of the services received is 
               not determinable, the warrants are valued by reference to 
               the fair value of the warrants granted as described previously. 
               Non-market vesting conditions are included in assumptions 
               about the number of options or warrants that are expected 
               to vest. The total expense or charge is recognised over the 
               vesting period, which is the period over which all of the 
               specified vesting conditions are to be satisfied. At the 
               end of each reporting period, the entity revises its estimates 
               of the number of options that are expected to vest based 
               on the non-market vesting conditions. It recognises the impact 
               of the revision to original estimates, if any, in the Statement 
               of 
 
               Comprehensive Income or equity as appropriate, with a corresponding 
               adjustment to a separate reserve in equity. 
               When the options are exercised, the Company issues new shares. 
               The proceeds received, net of any directly attributable transaction 
               costs, are credited to share capital (nominal value) and 
               share premium. 
 
 
                3    FINANCIAL RISK MANAGEMENT 
                      The Group is exposed to a variety of financial risks which result 
                      from both its operating and investing activities. The Group's risk 
                      management is coordinated by the Board of Directors, and focuses 
                      on actively securing the Group's short to medium term cash flows 
                      by minimising the exposure to financial markets. 
                      The main risks the Group is exposed to through its financial instruments 
                      are market risk (including market price risk), credit risk and 
                      liquidity risk. 
                     MARKET PRICE RISK 
                      The Group's exposure to market price risk mainly arises from potential 
                      movements in the pricing of its products. The Group manages this 
                      price risk within its long-term strategy to grow the business and 
                      maximise shareholder return. 
                     CREDIT RISK 
                      The Group's financial instruments that are subject to credit risk 
                      are cash and cash equivalents and loans and receivables. The credit 
                      risk for cash and cash equivalents is considered negligible since 
                      the counterparties are reputable financial institutions. 
                      The Group's maximum exposure to credit risk is GBP103,000 (2018: 
                      GBP460,000) comprising cash and cash equivalents and loans and 
                      receivables. 
                     LIQUIDITY RISK 
                      Liquidity risk arises from the possibility that the Group might 
                      encounter difficulty in settling its debts or otherwise meeting 
                      its obligations related to financial liabilities. The Group manages 
                      this risk through maintaining a positive cash balance and controlling 
                      expenses and commitments. The Directors are confident that adequate 
                      resources exist to finance current operations. 
                      The following table summarises the maturity profile of the Group's 
                      non-derivative financial liabilities with agreed repayment periods. 
                      The table has been drawn up based on contractual undiscounted cash 
                      flows based on the earliest repayment date on which the Group can 
                      be required to pay. The table includes both interest and principal 
                      cash flows. To the extent that the interest flows are floating 
                      rate, the undiscounted amount is derived from the interest rate 
                      curves at the balance sheet date: 
                                                     Less    Between    Between 
                                                     than    1 and 2      2 and       Over              Carrying 
                     Group                         1 year      years    5 years    5 years      Total      value 
                      At 30 June 2019             GBP'000    GBP'000    GBP'000    GBP'000    GBP'000    GBP'000 
                    --------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
  Trade and other payables                            307          -          -          -        307        307 
  Borrowings                                          100        845          -          -        945        945 
 ---------------------------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
                     At 30 June 2018 
                    --------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
  Trade and other payables                            263          -          -          -        236        236 
  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 GBP2,570,000 
                     and GBP2,440,000 respectively (2018: GBP2,401,000 and GBP2,440,000 
                     respectively) have suffered any impairment in accordance with 
                     the accounting policy as stated in Note 2. 
                     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 2019 review management has concluded that 
                     no impairment is required. 
                     The value-in-use calculations require management to estimate 
                     future cash flows expected to arise from the cash generating 
                     unit, once commercial production is achieved, and apply a 
                     suitable discount rate in order to calculate present value. 
                     These calculations require the use of estimates. See Note 
                     10 for further details 
 
 

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

 
                5    DIRECTOR'S AND KEY MANAGEMENT PERSONNEL EMOLUMENTS 
                                                                                2019     2018 
                                                                             GBP'000  GBP'000 
                    -----------------------------------------------------  ---------  ------- 
 
 Aggregate emoluments                                                            134      122 
                    Social security costs                                          -        - 
                    -----------------------------------------------------  ---------  ------- 
                                                                                 134      122 
 ------------------------------------------------------------------------  ---------  ------- 
 
                                                  Short Term        Other      Total    Total 
                    Name of director                Benefits     Benefits       2019     2018 
                                                     GBP'000      GBP'000    GBP'000  GBP'000 
                    --------------------------  ------------  -----------  ---------  ------- 
 
 J Gunn                                                   80            -         80       80 
 N Jagatia                                                30            -         30       28 
 A Samaha                                                 12            -         12        2 
 S Gunn*                                                  12            -         12       12 
 ---------------------------------------------  ------------  -----------  ---------  ------- 
                                                         134            -        134      122 
 ---------------------------------------------  ------------  -----------  ---------  ------- 
 *Key Management Personnel 
 

The number of Directors who contributed to pension schemes during the year was nil (2018: nil).

 
                6                   EMPLOYEE INFORMATION 
                                                                                 2019                    2018 
                                                                              GBP'000                 GBP'000 
                    ----------------------------------------  -----------------------  ---------------------- 
 
 Wages and salaries                                                               149                     185 
 Social security costs                                                             14                       8 
                                                                                  163                     193 
 -----------------------------------------------------------  -----------------------  ---------------------- 
                                    In addition to the above a total of GBP148,000 (2018: GBP114,000) 
                                     wages and salaries for employees has been included in Development 
                                     costs. 
                                     Average number of persons employed (including executive directors): 
                                                                                 2019                    2018 
                                                                               Number                  Number 
                    ----------------------------------------  -----------------------  ---------------------- 
                 Office and management                                              3                       6 
 -----------------------------------------------------------  -----------------------  ---------------------- 
 
 
   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: 
                                                                          2019      2018 
                                                                       GBP'000   GBP'000 
                    ------------------------------------------------  --------  -------- 
 
              S     Salaries and wages (Note 6)                            163       193 
              A     Audit and other fees                                    18        19 
 Operating lease rent                                                        9        17 
 Depreciation                                                                7         8 
 -------------------------------------------------------------------  --------  -------- 
 
                     AUDITOR'S REMUNERATION 
                     During the year the Group obtained the following services 
                      from the Company's auditor: 
                                                                          2019      2018 
                                                                       GBP'000   GBP'000 
                    ------------------------------------------------  --------  -------- 
  Fees payable to the Company's auditor for 
   the audit of the parent company and the Group 
   financial statements                                                     18        19 
 
 
 
 
 8    Taxation 
     GROUP                             2019     2018 
                                    GBP'000  GBP'000 
     Deferred tax                         -        - 
 Current tax                           (25)     (20) 
 ---------------------------------  -------  ------- 
 Total current tax / (credit)          (25)     (20) 
 ---------------------------------  -------  ------- 
 
 
 
  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: 
                                                             2019     2018 
                                                          GBP'000  GBP'000 
 ------------------------------------------------------  --------  ------- 
 Loss before tax from continuing operations                 (239)    (953) 
 ------------------------------------------------------  --------  ------- 
 Loss before tax multiplied by rate of corporation 
  tax in the UK of 19% (2018: 19%)                           (45)    (181) 
 Tax effects of: 
 Expenses not deductible for tax purposes                      45      108 
 Unrelieved tax losses carried forward                          -       73 
 Research and development tax credit                         (25)     (20) 
 ------------------------------------------------------  --------  ------- 
 Total tax                                                   (25)     (20) 
 ------------------------------------------------------  --------  ------- 
 

The Group has excess management expenses of approximately GBP5,000,000 (2018: GBP4,800,000), capital losses of GBP150,000 (2018: GBP150,000) and non-trade financial losses of approximately GBP119,000 (2018: 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 GBP239,000 (2018: GBP953,000). The weighted number of 
                     equity shares in issue during the year was 1,420,806,859 
                     (2018: 1,359,376,947). 
                     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 2017                 2,668     2,668 
  Additions                         157       157 
  Impairment                      (424)     (424) 
  At 30 June 2018                 2,401     2,401 
  Additions                         169       169 
 
  At 30 June 2019                 2,570     2,570 
 ------------------  ---  -------------  -------- 
 
 
 

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

The recoverable amount of the above cash generating unit has been determined based on value-in-use calculations and includes revenue from 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 - 30%

Gross margin average - 37%

The calculations are not sensitive to probable changes in the key assumptions.

 
                11    PROPERTY, PLANT AND EQUIPMENT 
                       GROUP                Plant and Equipment         Fixtures    Motor Vehicles 
                                                                    and fittings                        Total 
                      COST                              GBP'000          GBP'000           GBP'000    GBP'000 
                     -------------------  ---------------------  ---------------  ----------------  --------- 
   As 30 June 2017                                           81               15                 1         97 
                       Additions                              -                -                 -          - 
                     -------------------  ---------------------  ---------------  ----------------  --------- 
   As 30 June 2018                                           81               15                 1         97 
                       Additions                              -                -                 -          - 
   As at 30 June 
    2019                                                     81               15                 1         97 
 
                      DEPRECIATION 
                     -------------------  ---------------------  ---------------  ----------------  --------- 
   As at 30 June 
    2017                                                     34                9                 1         34 
   Charge for year                                            7                1                 -          8 
 ---------------------------------------  ---------------------  ---------------  ----------------  --------- 
   As at 30 June 
    2018                                                     41               10                 1         52 
   Charge for year                                            6                1                 -          7 
   As at 30 June 
    2019                                                     47               11                 1         59 
 
                         NET BOOK VALUE 
                     -------------------  ---------------------  ---------------  ----------------  --------- 
  As at 30 June 
   2019                                                      34                4                 -         38 
   As at 30 June 
    2018                                                     40                5                 -         45 
 ---------------------------------------  ---------------------  ---------------  ----------------  --------- 
 
 

No Property, Plant and Equipment is held in the parent company.

 
                12    INVESTMENT IN SUBSIDIARIES 
                     COMPANY                                             2019     2018 
                     SHARES IN GROUP UNDERTAKINGS:                    GBP'000  GBP'000 
                     -----------------------------------------------  -------  ------- 
 At 1 July                                                              2,440    2,440 
 Increase in loan to subsidiary                                           207      318 
 Provision against the loan balance outstanding                         (207)    (318) 
 -------------------------------------------------------------------  -------  ------- 
                                                                        2,440    2,440 
 -------------------------------------------------------------------  -------  ------- 
 

Included in the above is an amount of GBP2,885,000 (2018: GBP2,742,000) relating to the amount due to the Company by its subsidiary Inspirit Energy Limited. A provision of GBP2,885,000 (2018: GBP2,742,000) 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,            GBP15,230 
   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                    GBP1 
                         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 
                                                  2019     2018     2019     2018 
                                               GBP'000  GBP'000  GBP'000  GBP'000 
                     ------------------------  -------  -------  -------  ------- 
 Corporation tax*                                   46       58        -        - 
 VAT recoverable                                     6        7        3        5 
 Other receivables                                   5      340        -      335 
 Prepayments and accrued 
  income                                             6       10        6        6 
 --------------------------------------------  -------  -------  -------  ------- 
                                                    63      415        9      346 
 --------------------------------------------  -------  -------  -------  ------- 
 

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

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

.

 
                14    CASH AND CASH EQUIVALENTS 
                                                      GROUP            COMPANY 
                                                    2019     2018     2019     2018 
                                                 GBP'000  GBP'000  GBP'000  GBP'000 
                     --------------------------  -------  -------  -------  ------- 
 Cash and cash equivalents                            40       45       38       41 
 ----------------------------------------------  -------  -------  -------  ------- 
 

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 
   2017                  1,170,806,859       400,932     1,170,807    396,923              -   11,295,421   12,863,151 
 ---------------------  --------------  ------------  ------------  ---------  -------------  -----------  ----------- 
  Issue of 
   new shares              250,000,000             -       250,000          -              -       50,000      300,000 
  Capital 
   Reorganisation                    -             -   (1,406,599)          -      1,406,599            -            - 
  Issue costs                        -             -             -          -              -      (9,765)      (9,765) 
                                                      ------------  ---------  -------------  -----------  ----------- 
  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 
 ---------------------  --------------  ------------  ------------  ---------  -------------  -----------  ----------- 
 

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. 
                       There have been no options issued in the year and no share 
                       based payment charge has been recognised. 
                       Share options and warrants outstanding at the end of the 
                       year have the following expiry dates and exercisable prices: 
                                     Weighted Average                   Weighted Average 
                                       Exercise Price     Options and     Exercise Price        Options and 
                                                 2019        warrants               2018           warrants 
 At 1 July                                     0.0488       1,500,000             0.0067         10,783,364 
                     Granted                        -               -                  -                  - 
                     Exercised                      -               -                  -                  - 
 Lapsed                                             -               -             0.0090        (9,283,364) 
 At 30 June                                    0.0488       1,500,000             0.0488          1,500,000 
 ----------------------------------  ----------------  --------------  -----------------  ----------------- 
 
                                                       Exercise price 
                                                           in GBP per  Number of options  Number of options 
                     Grant date           Expiry date           share       and warrants       and warrants 
                                                                                    2019               2018 
                                             25 April 
 26 April 2011                                   2021          0.0488          1,500,000          1,500,000 
 
 
                                                               0.0488          1,500,000          1,500,000 
 ----------------------------------  ----------------  --------------  -----------------  ----------------- 
 
 
 
 
                 17    TRADE AND OTHER PAYABLES 
                                                              GROUP                   COMPANY 
                                                                   2019     2018     2019     2018 
                                                                GBP'000  GBP'000  GBP'000  GBP'000 
                      --------------------------  ---------------------  -------  -------  ------- 
 Trade payables                                                      50       58        8       29 
 Other payables                                                      85      152       85       86 
 Social security and other 
  taxes                                                              25       31        -       18 
 Accrued expenses                                                   147       22      145       21 
 -----------------------------------------------  ---------------------  -------  -------  ------- 
                                                                    307      263      238      154 
 -----------------------------------------------  ---------------------  -------  -------  ------- 
 
 

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

 
                18                   BORROWINGS 
                                                           GROUP              COMPANY 
                                                         2019      2018      2019      2018 
                                                      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       845         845 
 --------------------------------------------------  --------  --------  --------  ---------- 
  Total non-current borrowings                            845       845       845         845 
 --------------------------------------------------  --------  --------  --------  ---------- 
  Total borrowings                                        945       945       945         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. As at the date of the approval of these Financial Statements the value of CLN's that remain outstanding is GBP3,200.

 
                19    FINANCIAL INSTRUMENTS BY CATEGORY 
                                                                                         2019     2018 
                                                                                      GBP'000  GBP'000 
                     ---------------------------------------------------------------  -------  ------- 
                     FINANCIAL ASSETS - LOANS AND RECEIVABLES: 
                     ---------------------------------------------------------------  -------  ------- 
 Trade and other receivables (excluding prepayments, 
  VAT and corporation tax)                                                                  5      340 
 Cash and cash equivalents                                                                 40       45 
 -----------------------------------------------------------------------------------  -------  ------- 
 
                     FINANCIAL LIABILITIES AT AMORTISED COST: 
                     ---------------------------------------------------------------  -------  ------- 
 Trade and other payables                                                                 282      232 
 Borrowings                                                                               945      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 GBP30,000 
                      (2018: GBP28,000). The amount owed to NKJ Associates Ltd at 
                      year end is GBP32,000 (2018: GBP4,000). 
 
 
                22   EVENTS AFTER THE REPORTING DATE 
                     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 remained outstanding 
                      at this date. 
                      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. 
 
 

These results are audited, however the information does not constitute statutory accounts as defined under section 434 of the Companies Act 2006. The consolidated statement of financial position at 30 June 2019 and the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and the consolidated cash flow statement for the year then ended have been extracted from the Group's 2019 statutory financial statements. Their report was unqualified and contained no statement under sections 498(2) or (3) of the Companies Act 2006.

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

END

FR CKNDNQBDDDBB

(END) Dow Jones Newswires

December 23, 2019 09:35 ET (14:35 GMT)

La tua Cronologia
BIT
BMPS
Monte Pasc..
BITI
FTSEMIB
FTSE Mib
BIT
UCG
Unicredit
NASDAQ
AAPL
Apple
FX
EURUSD
Euro vs Do..
Le azioni che visualizzerai appariranno in questo riquadro, così potrai facilmente tornare alle quotazioni di tuo interesse.

Registrati ora per creare la tua watchlist personalizzata in tempo reale streaming.

Per accedere al tempo reale push di Borsa è necessario registrarsi.

Accedendo ai servizi offerti da ADVFN, ne si accettano le condizioni generali Termini & Condizioni

P: V:it D:20200224 11:49:21