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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Inspirit Energy Holdings Plc | LSE:INSP | London | Ordinary Share | GB00B44W9L31 | ORD 0.001P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.001 | 10.00% | 0.011 | 0.01 | 0.012 | 0.011 | 0.01 | 0.01 | 78,088,470 | 10:14:17 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Air Heat & Condition Eq-whsl | 0 | -260k | 0.0000 | N/A | 628.72k |
From Apr 2019 to Apr 2024
TIDMINSP
RNS Number : 0320T
Inspirit Energy Holdings PLC
30 December 2016
30 December 2016
Inspirit Energy Holdings Plc
("Inspirit" or "the Company")
Audited results for the year ended 30 June 2016 and Notice of AGM
Inspirit Energy Holdings Plc today announces its audited results for the year ended 30 June 2016.
Copies of the Company's Annual Report and Accounts will be sent to shareholders and will be available on the Company's website www.inspirit-energy.com today. 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
The notice of Annual General Meeting ("AGM") will also be posted to shareholders shortly. The AGM will be held at the offices of the Company, 2 London Wall buildings, London EC2M 5PP on 27 January 2017 at 11 am.
More information on Inspirit Energy can be seen at: www.inspirit-energy.com
Contacts: Inspirit Energy Holdings plc John Gunn, Chairman and CEO +44 (0) 207 048 9400 Nilesh Jagatia CFO +44 (0) 207 048 9405 Stockdale Securities Limited (Nominated Advisor and Joint Broker) Antonio Bossi / David Coaten +44 (0) 207 601 6100 Peterhouse Corporate Finance (Joint Broker) Lucy Williams / Duncan Vasey +44 (0) 207 469 0930
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 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.
CHAIRMAN'S STATEMENT
FOR THE YEARED 30 JUNE 2016
INTRODUCTION
This financial year, Inspirit Energy Holdings plc has maintained its focus and taken important steps forward in the commercialisation of the Company's micro combined heat and power ("mCHP") boilers.
COMMERCIALISATION AND PROGRESS
This has been another progressive year for the Company where our mCHP boiler is getting closer to commercialisation. The Company has during the period widened sales and marketing as part of the process of ensuring that our distribution partners are in place ahead of commercial launch.
The Company has received a UK and EU trademarks to protect the name "INSPIRIT CHARGER" as the name for our mCHP boiler.
The Company also announced it entered into a collaboration agreement with the Chartered Institution of Building Services Engineers (CIBSE) to produce a formal peer review, by evaluating Inspirit's micro-CHP boiler, the "Inspirit Charger", against other micro-CHP products currently available in the market. CIBSE provide project management, execution and implementation in order to gather the data necessary to produce a report. The Company will provide access to its field trial data as well as offering technical and commercial guidance. It is expected that the final report will be published by the end of 2017.
We remain focused on small commercial boiler rooms as our launch market where the Inspirit Charger will have greatest impact in the shortest time and we continue to see substantial interest in adopting our technology amongst key potential customers.
The Inspirit Charger has now completed several internal trials with thousands of hours of rigorous testing and the Company has demonstrated that the appliance will meet not only market requirements, but also our quality objective of creating a product which is "sealed for life". "Sealed for life" means that the Stirling engine, which is at the heart of the unit, requires no maintenance during its lifetime and that the appliance as a whole requires no more servicing than is required on a standard modern gas condensing boiler. This obviates the need to build a significant support infrastructure, being able to rely instead on the existing UK base of some 50,000 Gas Safe accredited gas engineers.
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.
OUTLOOK
The progress over the last year has been extremely positive. We are well positioned at the forefront of mCHP boiler technology and I firmly believe we will continue to make great progress in 2017 and beyond, in achieving our goal of technological commercialisation.
The Board would like to take this opportunity for thanking all of the Company's staff and consultants for their hard work during the year and our shareholders for their support.
J Gunn
Chairman and Chief Executive Officer
30 December 2016
STRATEGIC REPORT
FOR THE YEARED 30 JUNE 2016
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 2016.
REVIEW OF THE BUSINESS
The Company is now exclusively focused on commercialising the Group's unique and highly efficient micro co-generation boiler to generate returns for investors.
Inspirit Energy Limited 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 3 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.
The developments made in the mCHP boiler show the great progress that the Company has made during the year and the platform for success in the future.
Key Sales and Marketing Directors were appointed at Inspirit Energy Limited, Inspirit Energy Holdings plc's 100% owned operating Company to provide sales and distribution channels for the mCHP boilers.
Inspirit intends to explore opportunities to market and /or licence its technology.
DEVELOPMENTS DURING THE YEAR
In July 2015, the Company announced that trademark applications had been filed in the UK and EU for the product name "INSPIRIT CHARGER" and raised GBP365,000 (gross) through the issue of 77,659,570 new ordinary shares at a price of 0.47 pence per share.
In December 2015, the Company announced the successful conclusion of operational testing on its first Inspirit Charger microchip appliance for field trial use.
In May 2016 the Company raised GBP790,000 before expenses through the issue of 158,000,000 new ordinary shares at a price of 0.5 pence per share.
BOARD CHANGES
On 21 December 2015, the Company announced that that Mr John Gunn, the Company's CEO, had taken on the role of Chairman and CEO of the Company, replacing Mr David Lenigas as Chairman who retired as a director of the Company to focus on his other business activities.
RESULTS AND DIVIDS
The Group made a loss after taxation of GBP458,000 (2015: loss of GBP572,000).
The Directors do not propose a dividend for the year to 30 June 2016 (2015: GBPnil).
KEY PERFORMANCE INDICATORS
The key performance indicators used by the Board to monitor the performance of the Company, are set out below:
Hot Features
Premium
PLC S PLC STATISTICS 30 June 30 June Change
2016 2015 %
------------------------------------ ------------ ------------ ------
Net asset value GBP2,597,000 GBP1,946,000 +34%
Net asset value - fully diluted per
share 0.28p 0.28p -%
Closing share price 0.38p 0.48p -21%
Market capitalisation GBP3,559,866 GBP3,366,000 +6%
------------------------------------ ------------ ------------ ------
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.
The Group has raised funds during the period as discussed in the 'Developments during the year' above. The Directors feel that while this is sufficient for operating forecasts, further funding requirements are necessary to expedite the commercialisation of the micro co-generation boiler.
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. More information is given in Note 3 to the Financial Statements. The Group has no significant concentrations of credit risk.
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.
POST YEAR EVENTS
There were no material post year end events
GOING CONCERN
As at 30 June 2016 the Company had a cash balance of GBP250,000 (2015: GBP1,000), net current liabilities of GBP178,000 (2015: GBP481,000) and net assets of GBP2,261,000 (2015: GBP1,959,000). The Group continues to incur costs in the development and modification of their products and is pre-revenue.
Therefore the cash flow forecasts for the Group and Company show that further equity and/or borrowings will be required to complete the final development and external testing of the Group's mCHP boilers and bring them into production to get to a cash flow positive position. Although the Directors are confident that further debt or equity can be raised at a valuation acceptable to the Company there is no guarantee this will be the case.
ON BEHALF OF THE BOARD
N Jagatia
Director
30 December 2016
REPORT OF THE DIRECTORS
The Directors present their annual report on the affairs of the Group, together with the audited financial statements for the year ended 30 June 2016.
PRINCIPAL ACTIVITIES
The principal activity of the Company is that of development and commercialisation of the mCHP boiler.
Details of the Group's principal activities 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 Group's issued share capital at the beginning and end of the accounting year were:
Number of Number of
ordinary shares share options and warrants
---------- ------------------------ -----------------------------
30 June 30 June 30 June 30 June
2016 2015 2016 2015
---------- ----------- ----------- -------------- -------------
J Gunn 370,029,580 368,479,632 - -
N Jagatia 2,000,000 - - -
N Luke 3,300,000 3,300,000 - -
INDEMNITY OF OFFICERS
The Company maintains appropriate insurance cover against legal action brought against its Directors and officers.
CORPORATE GOVERNANCE
The Board has not adopted the UK Corporate Governance Code; this is only a requirement for premium listed companies and the Board does not consider it appropriate for a company of the size and nature of Inspirit Energy Holdings plc. The Board has, however, adopted the requirements of the Corporate Governance Guidelines for Smaller Companies published by the Quoted Companies Alliance, although, until an independent non-executive director is appointed, Neil Luke will chair each of the committees.
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.
AUDIT COMMITTEE
The Audit Committee is currently chaired by Neil Luke and includes Nilesh Jagatia. The committee provides a forum for reporting by the Group's external auditors. The committee is also responsible for reviewing a wide range of matters, including half-year and annual results before their submission to the Board, and for monitoring the controls that are in force to ensure the integrity of information reported to shareholders. The Audit Committee will advise the Board on the appointment of external auditors and on their remuneration for both audit and non-audit work, and will discuss the nature, scope and results of the audit with the external auditors. The committee will keep under review the cost effectiveness and the independence and objectivity of the external auditors.
The Audit Committee is responsible for ensuring the "right tone at the top" and that the ethical and compliance commitments of management and employees are understood throughout the Group.
REMUNERATION COMMITTEE
The Remuneration Committee is chaired by Neil Luke and includes Nilesh Jagatia. The committee is responsible for making recommendations to the Board, within agreed terms of reference, on the Group's framework of executive remuneration and its cost. The Remuneration Committee determines the contract terms, remuneration and other benefits for the executive directors, including performance related bonus schemes and compensation payments. The Board itself determines the remuneration of the non-executive directors.
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.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report of the Directors 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 Company and of the profit or loss of the Group 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 Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and 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 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
The auditors, Welbeck Associates, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
ON BEHALF OF THE BOARD
N Jagatia
Director
30 December 2016
INDEPENT AUDITOR'S REPORT
FOR THE YEARED 30 JUNE 2016
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF INSPIRIT ENERGY HOLDING PLC
We have audited the Financial Statements of Inspirit Energy Holdings Plc for the year ended 30 June 2016 which comprise the Group and Parent Company Statements of Financial Position, the Group Statement of Comprehensive Income, the Group and Parent Company Statement of Cash Flow, the Group and Parent Company Statements of Changes in Equity and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the Parent Company Financial Statements, as applied in accordance with the provisions of the Companies Act 2006.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITOR
As explained more fully in the Statement of Directors' Responsibilities, the Directors are responsible for the preparation of the Financial Statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the Financial Statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by Directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
OPINION ON FINANCIAL STATEMENTS
In our opinion:
-- the Financial Statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 30 June 2016 and of the Group's loss for the year then ended;
-- the Group Financial Statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
-- the Parent Company Financial Statements for the 12 months ended 30 June 2016 have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and
-- the Financial Statements have been prepared in accordance with the requirements of the Companies Act 2006.
EMPHASIS OF MATTER - GOING CONCERN
In forming our opinion on the Financial Statements, which is not modified, we have considered the adequacy of the disclosure made in note 4 to the Financial Statements concerning the Group's and Company's ability to continue as going concerns. These conditions, along with the other matters explained in note 2 to the Financial Statements, indicate the existence of a material uncertainty which may cast doubt on the Group's and Company's ability to continue as going concerns. The Financial Statements do not include the adjustments that would result if the Group was unable to continue as a going concern.
OPINION ON OTHER MATTER PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the information given in the Strategic Report and Directors' Report for the financial year for which the Financial Statements are prepared is consistent with the Financial Statements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
-- adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
-- the Parent Company Financial Statements are not in agreement with the accounting records and returns; or
-- certain disclosures of Directors' remuneration specified by law are not made; or -- we have not received all the information and explanations we require for our audit. Rory Heier (Senior statutory auditor) 30 Percy Street For and on behalf of Welbeck Associates London Statutory auditor W1T 2DB
30 December 2016
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 30 JUNE 2016 2016 2015
Note GBP'000 GBP'000
--------------------------------------------- ---- --------- -------
CONTINUING OPERATIONS:
Revenue - -
Administrative expenses 8 (503) (724)
Impairment of goodwill 13 - -
Other losses - net 9 (23) -
OPERATING LOSS (526) (724)
Finance costs 10 (27) (55)
LOSS BEFORE INCOME TAX (553) (779)
Income tax credit 11 95 207
--------------------------------------------- ---- --------- -------
NET LOSS AND TOTAL COMPREHENSIVE LOSS FOR
THE YEAR (458) (572)
--------------------------------------------- ---- --------- -------
EARNINGS PER SHARE
- Basic and fully diluted earnings per share
(attributable to owners of the parent) 12 (0.06p) (0.08p)
--------------------------------------------- ---- --------- -------
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 GBP807,000 (2015: GBP4,539,000).
GROUP STATEMENT OF CHANGES
IN EQUITY
FOR THE YEARED 30 JUNE
2016 Attributable to the owners of the parent
Reverse
Share Share Other Merger acquisition Retained Total
capital premium reserves reserve reserve losses Equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- --------- --------- ---------- --------- ------------- --------- --------
BALANCE AT 1 July 2014 1,052 6,946 110 3,150 (7,361) (1,799) 2,098
----------------------------- --------- --------- ---------- --------- ------------- --------- --------
Loss for the year - - - - - (572) (572)
----------------------------- --------- --------- ---------- --------- ------------- --------- --------
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR - - - - - (572) (572)
----------------------------- --------- --------- ---------- --------- ------------- --------- --------
Share issues 46 386 - - - - 432
Share issue costs - (27) - - - - (27)
Issue of warrants - - 15 - - - 15
----------------------------- --------- --------- ---------- --------- ------------- --------- --------
TRANSACTIONS WITH OWNERS 46 359 - - - - 420
----------------------------- --------- --------- ---------- --------- ------------- --------- --------
BALANCE AT 30 June 2015 1,098 7,305 125 3,150 (7,361) (2,371) 1,946
----------------------------- --------- --------- ---------- --------- ------------- --------- --------
Loss for the year - - - - - (458) (458)
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR - - - - - (458) (458)
---------------------------- ------ ------ ---- ------ -------- -------- ------
Share issues 236 919 - - - - 1,155
Share issue costs - (46) - - - - (46)
Issue of warrants - (81) 81 - - - -
---------------------------- ------ ------ ---- ------ -------- -------- ------
TRANSACTIONS WITH OWNERS 236 792 81 - - - 1,109
---------------------------- ------ ------ ---- ------ -------- -------- ------
BALANCE AT 30 June 2016 1,334 8,097 206 3,150 (7,361) (2,829) 2,597
---------------------------- ------ ------ ---- ------ -------- -------- ------
COMPANY STATEMENT OF CHANGES
IN EQUITY
FOR THE YEARED 30 JUNE
2016 Attributable to equity shareholders
------------------------------------------------------
Share Share Other Retained Total
capital premium reserves losses equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ --------- --------- ----------- --------- --------
BALANCE AT 1 July 2014 1,052 10,096 110 (5,180) 6,078
------------------------------ --------- --------- ----------- --------- --------
Loss for the year - - - (4,539) (4,539)
------------------------------ --------- --------- ----------- --------- --------
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR - - - (4,539) (4,539)
------------------------------ --------- --------- ----------- --------- --------
Shares issued for cash 46 386 - - 432
Share issue costs - (27) - - (27)
Issue of warrants - - 15 - 15
TRANSACTIONS WITH OWNERS 46 359 15 - 420
------------------------------ --------- --------- ----------- --------- --------
BALANCE AT 30 June 2015 1,098 10,455 125 (9,719) 1,959
------------------------------ --------- --------- ----------- --------- --------
Loss for the year - - - (807) (807)
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR - - - (807) (807)
------------------------------ --------- --------- ----------- --------- --------
Share issues 236 919 - - 1,155
Share issue costs - (46) - - (46)
Issue of warrants - (81) 81 - -
TRANSACTIONS WITH OWNERS 236 792 81 - 1,109
------------------------------ --------- --------- ----------- --------- --------
BALANCE AT 30 June 2016 1,334 11,247 206 (10,526) 2,261
------------------------------ --------- --------- ----------- --------- --------
STATEMENT OF FINANCIAL
POSITION
FOR THE YEARED 30
JUNE 2016
Company Number: 05075088 GROUP COMPANY
------------------ ------------------
2016 2015 2016 2015
Note GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ ---- --------- ------- --------- -------
NON-CURRENT ASSETS
Intangible assets 13 2,495 2,107 - -
Property, plant and equipment 14 63 76 - -
Investment in subsidiaries 15 - - 2,440 2,440
2,558 2,183 2,440 2,440
------------------------------ ---- --------- ------- --------- -------
CURRENT ASSETS
Inventories 16 - 5 - -
Trade and other receivables 17 329 447 12 32
Cash and cash equivalents 18 258 1 250 1
------------------------------ ---- --------- ------- --------- -------
587 453 262 33
------------------------------ ---- --------- ------- --------- -------
TOTAL ASSETS 3,145 2,636 2,702 2,473
------------------------------ ---- --------- ------- --------- -------
EQUITY ATTRIBUTABLE TO
OWNERS OF THE PARENT
Share capital 19 1,334 1,098 1,334 1,098
Share premium 19 8,097 7,305 11,247 10,455
Merger reserve 21 3,150 3,150 - -
Other reserves 21 206 125 206 125
Reverse acquisition reserve 21 (7,361) (7,361) - -
Retained losses (2,829) (2,371) (10,526) (9,719)
------------------------------ ---- --------- ------- --------- -------
TOTAL EQUITY 2,597 1,946 2,261 1,959
------------------------------ ---- --------- ------- --------- -------
CURRENT LIABILITIES
Trade and other payables 22 381 370 274 194
Borrowings 23 167 320 167 320
------------------------------ ---- --------- ------- --------- -------
548 690 441 514
------------------------------ ---- --------- ------- --------- -------
TOTAL LIABILITIES 548 690 441 514
------------------------------ ---- --------- ------- --------- -------
TOTAL EQUITY AND LIABILITIES 3,145 2,636 2,702 2,473
------------------------------ ---- --------- ------- --------- -------
These Financial Statements were approved by the Board of Directors on 30 December 2016 and were signed on its behalf by:
N Jagatia
Director
STATEMENT OF CASH FLOWS
FOR THE YEARED 30 JUNE 2016
GROUP COMPANY
------------------ ------------------
2016 2015 2016 2015
Note GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------- ---- --------- ------- --------- -------
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax (553) (779) (807) (4,539)
Depreciation 16 14 - -
Finance income - - - (81)
Finance expense 27 55 27 55
Shares issued in settlement
of fees and debt - 82 - 82
Impairment of investment in
subsidiary - - - 1,800
Interco loan provision - - 361 2,128
Decrease/(increase) in trade
and other receivables 218 964 20 1,045
Increase/(decrease) in trade
and other payables 62 120 140 31
CASH (USED BY)/GENERATED FROM
OPERATING ACTIVITIES (230) 456 (259) 521
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in development costs (388) (1,047) - -
Purchases of property, plant
and equipment (3) (78) - -
Increase in loan to subsidiary - - (361) (1,182)
NET CASH FROM INVESTING ACTIVITIES (391) (1,125) (361) (1,182)
------------------------------------- ---- --------- ------- --------- -------
CASH FLOWS FROM FINANCING ACTIVTIES
Net proceeds from issue of
share capital 999 323 999 323
Net repayment of short term
borrowings (94) 320 (94) 320
Finance costs paid (27) (40) (27) (40)
------------------------------------- ---- --------- ------- --------- -------
NET CASH FROM FINANCING ACTIVITIES 878 603 878 603
------------------------------------- ---- --------- ------- --------- -------
NET (DECREASE)/INCREASE IN
CASH AND CASH EQUIVALENTS 257 (66) 249 (58)
Cash and cash equivalents at
the beginning of the year 1 67 1 59
CASH AND CASH EQUIVALENTS AT
THE OF THE YEAR 18 258 1 250 1
------------------------------------- ---- --------- ------- --------- -------
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 30 JUNE 2016
1
GENERAL INFORMATION
The principal activity of Inspirit Energy Holdings plc during
the period was that of developing and commercialising the
mCHP boiler.
These financial statements show the consolidated results
of the Group for the year ended 30 June 2016 together with
the comparative results for the year ended 30 June 2015.
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 consolidated financial statements have been prepared
in accordance with applicable International Financial Reporting
Standards ("IFRS") including standards and interpretations
issued by both the International Accounting Standards Board
("IASB") and the International Financial Reporting Interpretation
Committee ("IFRIC") as adopted and endorsed by the European
Union ("EU"), further to IAS Regulation (EC 1606/2002).
The consolidated 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 consolidated Financial Statements are disclosed in
Note 4.
GOING CONCERN
The financial statements have been prepared on the going
concern basis.
The Directors have prepared cash flow forecasts for the Group
and Company which reflect the Group's and Company's forecast
cash inflows and costs.
The Group's activities, together with the factors likely
to affect its future development, performance and position,
are set out in the Strategic Report.It also includes the
Group's objectives, policies and processes for managing its
business risk objectives, which includes its exposure to
technology, customer and other operational risks.
It is envisaged by the Directors, who have formed a judgement
at the time of approving these financial statements, that
existing cash resources together with these forecast cash
inflows will provide adequate funds for the Group for the
foreseeable future. For this reason the Directors continue
to adopt the going concern basis in preparing the financial
statements.
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 2016.
Subsidiaries are entities over which the Group has control.
Control is the power to govern the financial and operating
policies of an entity so as to obtain benefits from its activities.
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
At the date of authorisation of this document, the following
Standards and Interpretations, which have not been applied
in these financial statements, were in issue, but not yet
effective:
* IFRS 9 Financial Instruments
* IFRS 15 Revenue from Contracts with Customers
* IFRS 16 Leases
* IAS 27 (amendments) Equity Method in Separate
Financial Statements
The Directors anticipate that the adoption of the above Standards
and Interpretations in future periods will have little or
no impact on the financial statements of the Company when
the relevant Standards come into effect for future reporting
periods, although they have yet to complete their full assessment
in relation to the impact of IFRS 9 and IFRS 15.
SEGMENTAL REPORTING
The accounting policy for identifying segments is now based
on internal management reporting information that is regularly
reviewed by the chief operating decision maker, which is
identified as the Board of Directors.
In identifying its operating segments, management generally
follows the Group's service lines which represent the main
products and services provided by the Group. The Directors
believe that the Group's continuing trading operations comprise
one segment.
CURRENT AND DEFERRED INCOME TAX
The tax expense 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 charge 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
the tax authorities.
FOREIGN CURRENCY TRANSLATION
a) FUNCTIONAL AND PRESENTATION CURRENCY
Items included in the Financial Statements of each of the
Group's entities are measured using the currency of the primary
economic environment in which the entity operates ("functional
currency").
The consolidated Financial Statements are presented in Pounds
Sterling (GBP), which is the Company's functional and the
Group'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". All other foreign exchange gains and losses are presented
in the Statement of Comprehensive Income within "Other (Losses)/Gains
- Net".
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
a) GOODWILL
Goodwill arises on the acquisition of subsidiaries, associates
and joint ventures and represents the excess of the consideration
transferred over the Company's interest in the net fair value
of the net identifiable assets, liabilities and contingent
liabilities of the acquiree and the fair value of the non-controlling
interest in the acquiree.
b) DEVELOPMENT COSTS
Development costs relate to expenditure on the development
of certain new products and service projects where the outcome
of those projects is assessed as being reasonably certain
as regards viability and technical feasibility. Such expenditure
is capitalised and amortised over the expected sales life
of the product, being generally a period not longer than
five years commencing in the year the sales of the product
were first made.
Development costs incurred on specific projects 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 and an appropriate
portion of relevant overheads.
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, for example goodwill,
are not subject to amortisation and are tested annually for
impairment. Assets that are subject to amortisation are reviewed
for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.
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.
FINANCIAL ASSETS
a) CLASSIFICATION
The Group classifies its financial assets in the following
categories: at fair value through profit or loss and 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.
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Financial assets at fair value or loss are financial assets
held for trading. A financial asset is classified in this
category if acquired principally for the purpose of selling
in the short term.
Assets in this category are classified as current assets
if expected to be settled within 12 months; otherwise, they
are classified as non-current.
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
Regular purchases and sales of financial assets are recognised
on the trade date - the date on which the Group commits to
purchasing or selling the asset. Financial assets carried
at fair value through profit or loss is initially recognised
at fair value, and transaction costs are expensed in the
Statement of Comprehensive Income. Financial assets are derecognised
when the rights to receive cash flows from the assets have
expired or have been transferred, and the Group has transferred
substantially all of the risks and rewards of ownership.
Financial assets at fair value through profit or loss are
subsequently carried at fair value. Loans and receivables
are subsequently carried at amortised cost using the effective
interest method.
Gains or losses arising from changes in the fair value of
financial assets at fair value through profit or loss are
presented in the Statement of Comprehensive Income within
"Other (Losses)/Gains - Net" in the period in which they
arise.
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.
a) 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.
INVENTORIES
Inventories are stated at the lower of cost and net realisable
value. The cost of finished goods and work in progress comprises
raw materials, direct labour, other direct costs and related
production overheads (based on normal operating capacity).
Net realisable value is the estimated selling price in the
ordinary course of business, less applicable variable selling
expenses.
TRADE AND OTHER RECEIVABLES
Trade receivables are amounts due from customers for merchandise
sold or services performed in the ordinary course of business.
If collection is expected in one year or less (or in the
normal operating cycle of the business if longer), they are
classified as current assets. If not they are presented as
non-current assets.
Trade receivables are recognised initially at fair value,
and subsequently measured at amortised cost using the effective
interest method, less provision for impairment.
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 banks.
FINANCIAL LIABILITIES
The Group's financial liabilities comprise trade payables.
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.
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.
* "Option reserve" represents the cumulative cost of
share based payments.
* "Retained losses" represents retained losses.
TRADE PAYABLES
Trade payables are initially measured at fair value and are
subsequently measured at amortised cost, using the effective
interest rate method.
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 GBP605,000
(2015: GBP435,000) 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 2016 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ --------- --------- --------- --------- --------- ---------
Trade and other
payables 320 - - - 320 320
Borrowings 167 - - - 167 167
---------------------- --------- --------- --------- --------- --------- ---------
At 30 June 2015
------------------ --------- --------- --------- --------- --------- ---------
Trade and other
payables 324 - - - 324 324
Borrowings 320 - - - 320 320
---------------------- --------- --------- --------- --------- --------- ---------
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.
GOING CONCERN
As at 30 June 2016 the Company had a cash balance of GBP250,000
(2015: GBP1,000), net current liabilities of GBP178,000 (2015:
GBP481,000) and net assets of GBP2,262,000 (2015: GBP1,959,000).
The Group continues to incur costs in the development and
modification of their products and is pre-revenue.
Therefore the cash flow forecasts for the Group and Company
show that further equity and/or borrowings will be required
to complete the final development and external testing of
the Group's mCHP boilers and bring them into production to
get to a cash flow positive position. Although the Directors
are confident that further debt or equity can be raised at
a valuation acceptable to the Company there is no guarantee
this will be the case.
IMPAIRMENT OF DEVELOPMENT COSTS AND INVESTMENTS
The Group tests annually whether development costs and investments
in the subsidiaries, which have a carrying value of GBP2,495,000
and GBP2,440,000, respectively (2015: GBP2,107,000 and GBP2,440,000,
respectively), have suffered any impairment in accordance
with the accounting policy as stated in Note 2.
Investments are reviewed for impairment if events or changes
in circumstances indicate that the carrying amount may not
be recoverable. 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 2016 review management
has concluded that no impairment charge to the carrying value
of investment in subsidiaries is needed, following the GBP1,800,000
impairment in 2015. See Note 15 to the Financial Statements.
In respect of development costs, the recoverable amounts
of cash-generating units have been determined, based on value-in-use
calculations. The value-in-use calculations require the entity
to estimate future cash flows expected to arise from the
cash generating unit and apply a suitable discount rate in
order to calculate present value. The recoverable amount
of the development costs have been determined, based on value
in use calculations. These calculations require the use of
estimates. The Directors have concluded that no impairment
charge is necessary.
SHARE BASED PAYMENTS
The Group has made awards of options and warrants over its
unissued share capital to certain Directors and employees
as part of their remuneration package. Certain warrants have
also been issued to shareholders as part of their subscription
for shares and to suppliers for various services received.
The fair value of options is determined by reference to the
fair value of the options granted, excluding the impact of
any non-market vesting conditions. In accordance with IFRS
2 'Share Based Payments', the Company has recognised the
fair value of options, calculated using the Black-Scholes
option pricing model. The Directors have made assumptions
particularly regarding the volatility of the share price
at the grant date in order to reach a fair value. Further
information is disclosed in Note 22.
5 SEGMENTAL INFORMATION
The Group's primary reporting format is business segments
and its secondary format is geographical segments. The Group
only operates in a single business and geographical segment.
Accordingly no segmental information for business segment
or geographical segment is required.
6 DIRECTORS' EMOLUMENTS
2016 2015
GBP GBP
----------------------------------------------------- -------- ------
Aggregate emoluments 187 199
Social security costs 19 18
--------------------------------------------------------- -------- ------
206 217
--------------------------------------------------------- -------- ------
Salary and Total Total
Name of director fees Benefits 2016 2015
GBP GBP GBP GBP
--------------------- --------------- ------------- -------- ------
J Gunn 80 - 80 74
J Nazhat - - - 20
N Jagatia 27 - 27 31
N Luke 80 - 80 74
187 - 187 199
------------------------- --------------- ------------- -------- ------
The Group does not operate a pension scheme and no contributions were paid during the year.
7 EMPLOYEE INFORMATION
2016 2015
GBP GBP
------------------------------------------- ------------- -------------
Wages and salaries 187 199
Social security costs 19 18
206 217
----------------------------------------------- ------------- -------------
In addition to the above a total of GBP182,000 (2015: GBP121,000)
wages and salaries for employees have been included in Development
costs.
Average number of persons employed (including executive
directors):
2016 2015
Number Number
------------------------------------------- ------------- -------------
Office and management 7 6
----------------------------------------------- ------------- -------------
COMPENSATION OF KEY MANAGEMENT PERSONNEL
There are no key management personnel other than the Directors
of the Company (Note 6).
8 LOSS FOR THE YEAR
Loss for the year is arrived at after charging:
2016 2015
GBP'000 GBP'000
------------------------------------------------ -------- --------
Salaries and wages (Note 7) 206 217
Audit and other fees 17 16
Operating lease rent 53 53
Depreciation 12 14
---------------------------------------------------- -------- --------
AUDITOR'S REMUNERATION
During the year the Group obtained the following services
from the Company's auditor:
2016 2015
GBP'000 GBP'000
------------------------------------------------ -------- --------
Fees payable to the Company's auditor for
the audit of the parent company and the
Group financial statements 15 13
Fees payable to the Company's auditor and
its associates for other services:
Taxation compliance services 2 2
Other assurance services - 1
---------------------------------------------------- -------- --------
9 OTHER LOSSES
2016 2015
GBP'000 GBP'000
---------------------------------------------- ------- -------
Financial assets at fair value through profit - -
or loss (Note 19)
Foreign exchange loss on amounts owing to
lenders 23 -
-------------------------------------------------- ------- -------
23 -
-------------------------------------------------- ------- -------
The foreign exchange loss noted above represents the movement in the sterling amount owing to YA Global Master SPV Limited, as a result of the loan being denominated in USDollars. See Note 23 for further details.
10 FINANCE COSTS
2016 2015
GBP'000 GBP'000
------------------ ------- -------
Interest expense:
Other loans 27 55
----------------------- ------- -------
11 INCOME TAX CREDIT
GROUP 2016 2015
GBP'000 GBP'000
------------------------------------------------------------- -------- -------
Current R&D tax credit on loss for the
year (95) (207)
------------------------------------------------------------------ -------- -------
(95 (207)
------------------------------------------------------------------ -------- -------
The tax on the Group's loss before tax differs from the
theoretical amount that would arise using the weighted average
rate applicable to losses of the consolidated entities as
follows:
2016 2015
GBP'000 GBP'000
------------------------------------------------------------- -------- -------
Loss before tax from continuing operations (523) (779)
------------------------------------------------------------------ -------- -------
Loss before tax multiplied by rate of corporation
tax in the UK of 20% (2015: 20%) (105) (156)
Tax effects of:
Expenses not deductible for tax purposes 14 14
Unrelieved tax losses carried forward 91 142
Research and development tax credit (95) (207)
------------------------------------------------------------------ -------- -------
Total tax (95) (207)
------------------------------------------------------------------ -------- -------
The Group has excess management expenses of approximately
GBP4,150,000 (2015: GBP3,780,000), capital losses of GBP150,000
(2015: GBP150,000) and non-trade financial losses of approximately
GBP119,000 (2015: 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.
12 EARNINGS PER SHARE
Loss 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 by both basic and diluted loss per
share for the year are based upon the loss for the year
of GBP458,000 (2015: GBP572,000). The weighted number of
equity shares in issue during the year was 794,406,441 (2015:
673,897,325).
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 Notes 2.
13 INTANGIBLE ASSETS
GROUP Development
Costs Total
COST GBP'000 GBP'000
--------------------------------- ------------ --------
At 1 July 2014 1,060 1,060
Additions 1,047 1,047
At 30 June 2015 2,107 2,107
Additions 388 388
At 30 June 2016 2,495 2,495
---------------------------------- ---- ------------ --------
ACCUMULATED AMORTISATION AND
IMPAIRMENT
--------------------------------- ------------ --------
At 1 July 2014 and 1 July 2015 - -
Impairment charge - -
--------------------------------- ------------ --------
At 30 June 2015 and 30 June 2016 - -
--------------------------------- ------------ --------
NET BOOK VALUE
--------------------------------- ------------ --------
At 30 June 2016 2,495 2,495
At 30 June 2015 2,107 2,107
---------------------------------- ---- ------------ --------
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.
The recoverable amount of the above cash generating unit has been determined based on value-in-use calculations. The value-in-use calculations use cash flow projections based on financial budgets approved by Management covering a seven year period. These incorporate potential revenues which are based on project tenders and projected revenue. Given the nature of the work and the visibility of revenue in the future, it is considered appropriate not to extend the cash flow workings beyond this period.
The recoverable amount based on value-in-use exceeded the carrying value above. The impairment review did not identify any impairment for recognition in the current or prior year.
14 PROPERTY, PLANT AND EQUIPMENT
GROUP Plant and Fixtures Motor Vehicles
Equipment and fittings Total
COST GBP'000 GBP'000 GBP'000 GBP'000
--------------------- ----------- --------------- --------------- --------
As 1 July 2014 7 11 1 19
Additions 74 4 - 78
-------------------------- ----------- --------------- --------------- --------
As 30 June 2015 81 15 1 97
Additions - - - -
As at 30 June 2016 81 15 1 97
DEPRECIATION
--------------------- ----------- --------------- --------------- --------
As at 1 July 2014 3 4 - 7
Charge for year 12 1 1 14
-------------------------- ----------- --------------- --------------- --------
As at 30 June 2015 15 5 - 20
Charge for year 10 2 - 12
As at 30 June 2016 25 7 - 32
NET BOOK VALUE
--------------------- ----------- --------------- --------------- --------
As at 30 June 2016 56 8 - 64
As at 30 June 2015 66 10 - 76
-------------------------- ----------- --------------- --------------- --------
15 INVESTMENT IN SUBSIDIARIES
COMPANY 2016 2015
SHARES IN GROUP UNDERTAKINGS: GBP'000 GBP'000
----------------------------------------------- ------- -------
At 1 July 2,440 4,240
Transfer from investments - -
Reverse acquisition - -
Impairment provision - (1,800)
---------------------------------------------------- ------- -------
2,440 2,440
Non-Current loan due from group undertaking - 403
Transfer from current intercompany receivable - 462
Increase in loan to group undertaking 361 1,182
Interest on loan - 81
Provision against the loan balance outstanding (361) (2,128)
---------------------------------------------------- ------- -------
2,440 2,440
---------------------------------------------------- ------- -------
Included in the above is an amount of GBP2,489,000 (2015: GBP2,128,000) relating to the amount due to the Company by its subsidiary Inspirit Energy Limited. A provision of GBP2,489,000 (2015: GBP2,128,000) 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 Country of incorporation capital held business
----------------------- ------------------------ --------------- ----------------- -------------------
Inspirit Energy Limited England and Ordinary shares 100% Product development
Wales GBP15,230
Somemore Limited England and Ordinary shares 100% Dormant
Wales GBP1
----------------------- ------------------------ --------------- ----------------- -------------------
16 INVENTORIES
GROUP COMPANY
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
----------------- ------- ------- ------- -------
Work in progress - 5 - -
---------------------- ------- ------- ------- -------
The Directors consider that the carrying amount of inventories is approximately equal to their fair value.
17 TRADE AND OTHER RECEIVABLES
GROUP COMPANY
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
------------------------ ------- ------- ------- -------
Amounts due from group
undertakings* - - - -
Corporation tax** 308 291 - -
VAT recoverable 9 125 4 5
Unpaid share capital - 18 - 18
Prepayments and accrued
income 12 13 8 9
----------------------------- ------- ------- ------- -------
329 447 12 32
----------------------------- ------- ------- ------- -------
*The amount due from group undertakings have been included in the Investment in subsidiaries balance. See Note 15 for further details.
**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.
18 CASH AND CASH EQUIVALENTS
GROUP COMPANY
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- ------- ------- ------- -------
Cash and cash equivalents 258 1 250 1
------------------------------- ------- ------- ------- -------
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.
19 SHARE CAPITAL AND SHARE PREMIUM
Number Number
of ordinary of deferred Share
shares shares * Ordinary shares * Deferred shares premium Total
GBP GBP GBP GBP
------------ ----------- ----------- --------------------- --------------------- ---------- ----------
At 30 June 2014 655,560,344 400,932 655,560 396,923 10,095,765 11,148,248
----------------- ----------- ----------- --------------------- --------------------- ---------- ----------
Issue of new
shares 38,888,889 - 38,889 - 311,111 350,000
Issue costs - - - - (26,880) (26,880)
Share based
payments 6,698,056 - 6,698 75,234 81,932
----------------- ----------- ----------- --------------------- --------------------- ---------- ----------
At 30 June 2015 701,147,289 400,932 701,147 396,923 10,455,230 11,553,300
----------------- ----------- ----------- --------------------- --------------------- ---------- ----------
Issue of new
shares 235,659,570 - 235,660 - 919,341 1,155,000
Issue costs - - - - (45,900) (45,900)
Warrants issued - - - - (81,000) (81,000)
At 30 June 2016 936,806,859 400,932 936,807 396,923 11,247,671 12,581,400
----------------- ----------- ----------- --------------------- --------------------- ---------- ----------
The deferred shares have no voting rights.
On 17 July 2015 the Company issued 77,659,570 new ordinary shares of 0.1p each at a price of 0.47p per share raising a total of GBP365,000 before costs as part of a private placing.
Of the new ordinary shares issued, 4,255,319 were issued to the Company's corporate advisor in settlement of outstanding fees.
On 17 May 2016 the Company issued 150,000,000 new ordinary shares of 0.1p each at a price of 0.5p per share raising a total of GBP750,000 before costs as part of a private placing. At the same time 8,000,000 new ordinary shares were issued to the Company's corporate advisor in settlement of outstanding fees.
20 SHARE BASED PAYMENTS
Share options and warrants can be granted to selected Directors
and third party service providers.
Share options and warrants outstanding at the end of the
year have the following expiry dates and exercisable prices:
Weighted Average Weighted Average
Exercise Price Options and Exercise Price Options and
2016 warrants 2015 warrants
At 1 July 0.0154 11,429,984 0.0566 15,646,620
Granted 0.0050 79,000,000 0.0090 9,283,364
Exercised - - - -
Terminated 0.0300 (646,620) 0.0100 (13,500,000)
---------------------------- ---------------------- ---------------------- ---------------- -----------------
At 30 June 0.0067 89,783,364 0.0154 11,429,984
---------------------------- ---------------------- ---------------------- ---------------- -----------------
Exercise Number of
price in options and Number of options
Grant date Expiry date GBP per share warrants and warrants
2016 2015
26 April 2011 25 April 2021 0.0488 1,500,000 1,500,000
13 Sept 2012 12 Sept 2015 0.0300 - 646,620
30 April 2015 29 April 2018 0.0090 9,283,364 9,283,364
20 May 2016 19 May 2017 0.0050 79,000,000 -
---------------------------- ----------------------
0.0067 89,783,364 11,429,984
---------------------------- ---------------------- ---------------------- ---------------- -----------------
The total weighted average contractual life of the outstanding
options and warrants at 30 June 2016 was 1.59 years (2015:
3.07 years).
On 20 May 2016 the Company issued 79,000,000 warrants exercisable
at 0.5p per share for a period of 1 year from the date of
issue. These warrants were issued in connection with the
placing of the same date and the resultant fair value charge
of GBP81,000 has been recognised as a credit to the share
premium account.
The fair value of the share options and warrants were determined
using the Black Scholes valuation model. The parameters
used are detailed below:
2016
Warrants
Date of grant 20 May 2016
Shares and warrants under option 79,000,000
Option life (years) 1
Share price (pence per share) at grant
date 0.50
Risk free rate 2.00%
Expected volatility 50%
Expected dividend yield Nil
Fair value per option granted (pence per
share) 0.1027
Exercise price (pence per share) 0.50
In respect of the warrants issued in May 2016 the volatility
is based on the approximate average volatility of similar
AIM quoted stocks. The risk free rate of return is based
on zero yield government bonds for a term consistent with
the option life.
The total fair value of the options and warrants granted
in the year to 30 June 2016 was GBP81,000 (2015: GBP15,000),
which amounts have been recognised in the accounts for the
year.
21 OTHER RESERVES
Share Reverse
option Merger acquisition
reserve reserve reserve Total
GBP'000 GBP'000 GBP'000 GBP'000
------------------- --------- --------- ------------- --------
1 July 2014 110 3,150 (7,361) (4,101) ------------------------ --------- --------- ------------- -------- Issue of warrants 15 - - 15 ------------------------ --------- --------- ------------- -------- 30 June 2015 125 3,150 (7,361) (4,086) ------------------------ --------- --------- ------------- -------- Issue of warrants 81 - - 81 ------------------------ --------- --------- ------------- -------- 30 June 2016 206 3,150 (7,361) (4,005) ------------------------ --------- --------- ------------- --------
On 20 May 2016 the Company issued 79,000,000 warrants exercisable at 0.5p per share for a period of 1 year from the date of issue. These warrants were issued in connection with the placing of the same date and the resultant fair value charge of GBP81,000 has been recognised as a credit to the share premium account.
22 TRADE AND OTHER PAYABLES
GROUP COMPANY
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- ------- ------- ------- -------
Trade payables 193 270 127 104
Other payables 59 11 59 11
Amount due to related - -
parties - -
Social security and other
taxes 68 23 28 15
Accrued expenses 61 66 60 64
-------------------------------- ------- ------- ------- -------
381 370 274 194
-------------------------------- ------- ------- ------- -------
The Directors consider that the carrying amount of trade payables approximates to their fair value.
23 BORROWINGS
GROUP COMPANY
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- -------- -------- -------- --------
Current
Drawdown facility (see Note
1 below) 121 211 121 211
Related party short term
loans (see Note 2 below) 46 109 46 109
---------------------------------- -------- -------- -------- --------
167 320 167 320
---------------------------------- -------- -------- -------- --------
Note 1 The Drawdown facility relates to the facility entered into during the prior year with YA Global Master SPV Limited, showing the remaining balance outstanding at the year end. The facility is unsecured and carries an implied interest rate of 10 per cent per annum, repayable in 12 equal monthly instalments.
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. This is based on the Exchange rate as at 30 June 2016 of $1 / GBP0.751 and a VWAP of 0.49p. The Directors do not expect to use the remaining facility in the foreseeable future.
During the year the related party short term loan owing to David Lenigas, the former Chairman of GBP50,000 was settled by the issue of shares in July 2015. In addition a further GBP75,000 was provided by Mr Lenigas during the year and settled by the issue of shares in May 2016. The implied interest rate on the loan is zero per cent.
Note 2 The amount of GBP46,000 (2015: GBP50,000) is owing to Global Investment Strategy (UK) Limited ("GIS"). The Group entered into an unsecured loan facility on 28 June 2013 with GIS for an aggregate maximum amount of GBP350,000. Amounts may be drawn down at the discretion of the Company. Interest is payable on any drawdown at 5 per cent above the base rate of HSBC Bank plc. Any amount drawn down under the loan facility shall be repayable 18 months from the date of the loan facility. GIS holds a fixed and floating charge over all the assets of the Company.
All other related party transactions have been included in Note 27.
24 FINANCIAL INSTRUMENTS BY CATEGORY
The Group's financial instruments comprise borrowings, cash
and cash equivalent, and various items such as trade receivables
and trade payables. The main purpose of these financial
instruments is to raise finance for the Group's operations.
IAS 39 categories of financial instruments included in the
Statement of Financial Position and the headings in which
they are included are as follows:
2016 2015
GBP'000 GBP'000
-------------------------------------------------------- ------- -------
FINANCIAL ASSETS - LOANS AND RECEIVABLES:
-------------------------------------------------------- ------- -------
Trade and other receivables (excluding prepayments) 347 434
Cash and bank balances 258 1
------------------------------------------------------------- ------- -------
FINANCIAL LIABILITIES AT AMORTISED COST:
-------------------------------------------------------- ------- -------
Trade and other payables (excluding accruals) 320 304
Borrowings 167 270
------------------------------------------------------------- ------- -------
The table providing an analysis of the maturity of the non-derivative
financial liabilities has been included in Note 3.
25 OPERATING LEASE COMMITMENTS
The Group leases an office under a non-cancellable operating
lease agreement. The lease term is for one year and the
lease agreement is renewable at the end of the lease period
at market rate.
The future aggregate minimum lease payments under non-cancellable
operating lease are as follows:
2016 2015
GBP'000 GBP'000
----------------------------------------- -------------- -------------
GROUP:
No later than 1 year 26 26
---------------------------------------------- -------------- -------------
26 ULTIMATE CONTROLLING PARTY
At the date of signing this report the Directors do not
consider there to be one single ultimate controlling party.
27 RELATED PARTY TRANSACTIONS
All intra group transactions are eliminated on consolidation.
The remaining transactions are as follows:
Global Investment Strategy (UK) Limited
Mr J Gunn is a Shareholder and Director of Global Investment
Strategy (UK) Limited ("GIS"). The Company entered into
an unsecured loan facility on 28 June 2013 with GIS for
an aggregate maximum amount of GBP350,000.
During the year the Group used this facility and the amount
outstanding at year end was GBP46,000 (2015: GBP50,000).
Amounts may be drawn down at the discretion of the Company.
Interest is payable on any drawdown at 5 per cent above
the base rate of HSBC Bank plc. Any amount drawn down under
the loan facility shall be repayable 18 months from the
date of the loan facility. GIS holds a fixed and floating
charge over all the assets of the Company.
Other related parties
During the year the related party short term loan owing
to David Lenigas, the former Chairman of GBP50,000 was settled
by the issue of shares in July 2015. In addition a further
GBP75,000 was provided by Mr Lenigas during the year and
settled by the issue of shares in May 2016. The implied
interest rate on the loan is zero per cent.
Mr Lenigas also invoiced the Company, GBP30,000 during the
year for consultancy services. The amount owed to Mr Lenigas
at the year end was GBPnil.
During the year, NKJ Associates Ltd, a company in which
N Jagatia is a Director, charged consultancy fees of GBP27,000
(2015: GBP27,000). The amount owed to NKJ Associates Ltd
at year end is GBP10,000 (2015: GBP2,000).
28 EVENTS AFTER THE REPORTING DATE
There were no material post year end events.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR FDSSMSFMSELE
(END) Dow Jones Newswires
December 30, 2016 02:00 ET (07:00 GMT)
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