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
  +0.00p +0.00% 0.03p 0.025p 0.035p 0.0325p 0.03p 0.0325p 157,301 08:00:27
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Construction & Materials 0.0 -1.0 -0.1 - 0

Inspirit Energy Holdings PLC Final Results

28/12/2018 3:28pm

UK Regulatory (RNS & others)


Inspirit Energy (LSE:INSP)
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1 Year : From Aug 2018 to Aug 2019

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TIDMINSP

RNS Number : 7578L

Inspirit Energy Holdings PLC

28 December 2018

28 December 2018

Inspirit Energy Holdings Plc

("Inspirit" or "the Company")

Audited results for the year ended 30 June 2018

Inspirit Energy Holdings Plc today announces its audited results for the year ended 30 June 2018 (the "Accounts").

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. Extracts of the Accounts are set out below.

 
  Contacts: 
 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 
 SVS Securities Plc 
  (Broker) 
  Tom Curran                       +44 (0) 203 700 0093 
 
 

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

CHAIRMAN'S STATEMENT

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.

COMMERCIALISATION AND PROGRESS

During the year, the Group has continued to advance its microCHP boiler closer to 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 'design for manufacture' process and meeting the challenges in new technology development, sourcing cheaper materials and efficiency re-redesign has resulted in the delay in certification and we hope to progress forward with higher output and cheaper cost base in the new year. An impairment to the value of the intangible asset in the financial statements has been recognised in relation to development costs which have not directly contributed to the latest version of the microCHP boiler.

The Group is currently in discussion with a European company that may carry out the certification process with the new cheaper but robust material employed in the latest model.

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 operating board and I believe that the progress over the last year has been 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 2019.

The Board may consider potentially making investments in complementary areas and technologies that will utilise the Company's existing technical expertise and that may provide a funding stream for the mCHP.

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

28 December 2018

STRATEGIC REPORT

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 2018.

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 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.

DEVELOPMENTS DURING THE YEAR

On 15 August 2017, the Company announced that it raised GBP300,000 by issuing 250,000,000 new Ordinary Shares of 0.1p each at a price of 0.12p per Ordinary Share together with a Director's subscription to 41,666,666 shares included in this placing.

On 4 May 2018, the Company announced that it had raised GBP530,000 in cash from private investors through the issue of Convertible Loan Notes (CLNs) and converted existing debt due to Related Parties 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 0.07 p per Ordinary Share of 0.1p each 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 of business, are only repayable by the Company in Ordinary Shares following a conversion notice.

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

The B Deferred Shares have no rights and the Company will not issue any share certificates or credit CREST accounts in respect of them.

BOARD CHANGES

On 24 April 2018, the Company announced it appointed Mr Anthony Samaha as a Non-Executive Director.

RESULTS AND DIVIDS

The Group made a loss after taxation of GBP953,000 (2017: loss of GBP419,000). The Group made an impairment of GBP424,000 in relation the historic capitalised development costs in the year which no longer attributable to the current version of the mCHP boiler, which is included in the above loss.

The Directors do not propose a dividend for the year to 30 June 2018 (2017: 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 
                                              2018          2017 
------------------------------------  ------------  ------------ 
Net asset value                       GBP1,698,000  GBP2,360,000 
Net asset value - fully diluted per 
 share                                       0.15p         0.20p 
Closing share price                          0.05p         0.14p 
Market capitalisation                   GBP710,403  GBP1,639,130 
------------------------------------  ------------  ------------ 
 

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.

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

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.

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

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 2018.

PRINCIPAL ACTIVITIES

The principal activity of the Group is that of development and commercialisation of the mCHP boiler.

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 Group'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 
                    2018         2017       2017       2016 
-----------  -----------  -----------  ---------  --------- 
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 2018 the Group had a cash balance of GBP45,000 (2017: GBP30,000), net current assets of GBP97,000 (2017: net current liabilities of GBP361,000) and net assets of GBP1,698,000 (2017: GBP2,360,000). The Group raises money for development, capital projects and working capital purposes as and when required and maintains access to the drawdown facility detailed out in note 20. There can be no assurance that the Group's project 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 raise funds to continue in operational existence and use its drawdown facility if required to move its projects towards regulatory sign off and 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 28 August 2018, the company formally adopted the QCA Corporate Governance Code and this is reproduced below.

 
                                            CORPORATE GOVERNANCE REPORT 
                      Inspirit Energy Holdings PLC Quoted Companies Alliance Code ("QCA Code") 
                                         Principles:            Application: 
                         ------------------------------------------------------------------------------------------ 
 
                            1) Strategy         Inspirit Energy Holdings PLC ("INSP") has made 
                            and business        improvements to the design announced last year 
                         model to promote    of the Group's Stirling engine technology, including 
                        long-term values    simplification as part of the 'design for manufacture 
                           for shareholders    ("DMF") process and has encouragingly maintained 
                                              the peak electrical output up to 3.2kW in internal 
                                                                    tests. 
 
                                                The engineering department has throughout the 
                                                 last period made significant developments in 
                                             our regenerator technology. The increased efficiency 
                                              in the regenerator will allow the Stirling engine 
                                             to be manufactured from a commodity grade stainless 
                                                 steel derivative, which is both stronger and 
                                             cheaper to manufacture than the previous proprietary 
                                                             "Inconel" materials. 
 
                                            The DMF process continues to yield several engineering 
                                               improvements and manufacturing cost reductions, 
                                                whilst others are still expected. Whilst this 
                                                DMF process remains ongoing, the Group is now 
                                               looking to proceed to the certification process 
                                                whereby the Inspirit Charger will be subjected 
                                                to testing by a competent authority. Once this 
                                              has been achieved, the Group can then look towards 
                                              commencing field trails with commercial partners. 
                                             The Group will update investors as these milestones 
                                                      are met over the forthcoming year. 
 
                                                 The operating board believe that the process 
                                                 over the last six months has been positive. 
                                             Whilst INSP remain well positioned in the microchip 
                                                boiler technology market, ongoing funding for 
                                                 the development and commercialisation of our 
                                                product remains a challenge. Accordingly, the 
                                              Group continues to manage resources whilst pushing 
                                                 forward with the product and expect this to 
                                                         continue in the near future. 
 
                                               The Group will also potentially make investments 
                                                 in complementary areas and technologies that 
                                                 will utilise the Group's existing technical 
                                                                  expertise. 
                         ------------------------------------------------------------------------------------------ 
 
                            2) Meeting and      INSP has a close and ongoing relationship with 
                           understanding       its shareholders. The Company also places great 
                           shareholders        importance on effective and timely communication 
                          needs and           with its shareholders. Shareholders are encouraged 
                             expectations        to attend the Company's meetings (including 
                                               the Annual General Meeting) to provide feedback 
                                                and to actively engage with the management on 
                                            a regular basis. Furthermore, the INSP's shareholders 
                                               and investors can keep themselves updated about 
                                                the current Company's position by visiting the 
                                                INSP's website http://www.inspirit-energy.com. 
                         ------------------------------------------------------------------------------------------ 
 
                          3) Considering      INSP's Board recognises that the long-term success 
                         stakeholders        of the Group is reliant on efforts of its employees, 
                         and social          consultants, suppliers, regulators and stakeholders. 
                                                     responsibilities 
                           and their           Employees: In order to support employees' growth 
                           implications        and enforce social responsibilities INSP's Board 
                           for long term       has implemented systems to monitor and evaluate 
                             success             employees' performance and to encourage well 
                                                 performing employees to progress further by 
                                                supporting them to attend courses. Employees' 
                                             performance is monitored through a process designed 
                                               to encourage open and confidential communication 
                                                 between the management and the employees on 
                                                               a regular basis. 
 
                                              Consultants: The Board recognises that consultants 
                                              play a vital part for INSP as they bring knowledge 
                                                and expertise for specific areas, and in some 
                                              instances, they also provide training for existing 
                                                                    staff. 
 
                                            Suppliers: INSP maintains a good working relationship 
                                                with its suppliers to provide for its growing 
                                                 business and to support its existing needs. 
 
                                                Regulators: The Board monitors and implements 
                                                any legal or regulatory changes where possible 
                                                 both domestically and overseas and is fully 
                                                           committed to compliance. 
 
                                                Stakeholders: INSP encourages its shareholders 
                                             to actively participate in meetings and shareholders 
                                              are provided with the opportunity to give feedback 
                                                             on a regular basis. 
                         ------------------------------------------------------------------------------------------ 
 
                           4) Risk             The risks in the Group are managed by the audit 
                             Management          committee which is responsible to the Board 
                                                 to work closely with the executive directors 
                                                to identify, implement and manage risks faced 
                                                                by the Group. 
 
                                               INSP has robust controls and procedures in place 
                                                to manage internal controls of the Company and 
                                                these are considered to be appropriate to the 
                                                 size and complexity of the organisation. The 
                                                 audit committee has been set up to evaluate 
                                               and manage significant risks faced by the Group. 
 
                                              Control is established mainly through the Group's 
                                                 directors who monitor and support the day to 
                                                 day running of the Group and where possible 
                                              comply with the Boards' and shareholders concerns 
                                                              and requirements. 
 
                                              INSP has identified and implemented the following 
                                                    risks and controls to mitigate risks: 
 
 
                                  Activity:               Risk                    Impact           Control(s) 
                               Management              High turnover of        Operational      Recognition and 
                                                      staff and other          and              support for well 
                                                     recruitment issues.      reputational     performing existing 
                                                                                  impact.          employees. 
 
                                                                                                  Implementing 
                                                                                                 and monitoring 
                                                                                                of robust health 
                                                                                               and safety measures 
                                                                                                  at workplace. 
                                                   ----------------------  ---------------  ----------------------- 
                               Regulatory / legal      Non-compliance.         Loss             Robust policies 
                               adherence                                        of licences      and procedures 
                                                                                resulting        to be followed. 
                                                                                          in inability 
                                                                             to comply        Maintaining effective 
                                                                                 with             communication 
                                                                              the              with the Company's 
                                                                                 regulatory       Auditors and 
                                                                               / legal          NOMAD on regular 
                                                                                    requirements.    basis. 
                                                   ----------------------  ---------------  ----------------------- 
                              Strategic               Failure of systems      Loss             Disaster recovery 
                                                        and controls.            of key           policy to be 
                                                                               data             followed in case 
                                                                                  and              of crisis. 
                                                                                           inability 
                                                                              to operate       Maintaining strong 
                                                                                effectively.     IT systems and 
                                                                                               controls in place. 
                                                   ----------------------  ---------------  ----------------------- 
                                 Financial               Internal: Inadequate    Loss             The Board to 
                                                      systems and controls     of business.     regularly review 
                                                        of accounting in                          operating and 
                                                      place and                Inability        strategic risks. 
                                                                 liquidity risk.          to continue 
                                                                              trading          The audit committee 
                                                     External:                as a             to provide adequate 
                                                       Market and credit        going            and sufficient 
                                                       crisis;                  concern.         information to 
                                                        Short term liquidity                      the Company's 
                                                     freezes;                                  external auditors. 
                                                                           Commercialisation 
                                                       Brexit.                                   Robust capital 
                                                                                                  and liquidity 
                                                                                                 levels in place 
                                                                                               alongside effective 
                                                                                               accounting systems 
                                                                                                  and controls. 
                                                   ----------------------  ---------------  ----------------------- 
                                Regulatory              External:               Potential        Understanding 
                            environment in          Changes in               to undermine    regulatory environment 
                                 domestic power market   legislation regarding    microchip       and adapting 
                                                     domestic power           boiler          system accordingly. 
                                                                   market.                  product. 
                                                   ----------------------  ---------------  ----------------------- 
                              Product Risk            Internal:               Potential        Testing of product 
                                                       Failure to develop       for              Certification. 
                                                        commercial product.      significant      Understanding 
                                                                                financial        of market place 
                                                                               loss.            and competition. 
                                                   ----------------------  ---------------  ----------------------- 
 
 
                                              The above matrix is kept up to date and regularly 
                                                reviewed as changes arise in order to mitigate 
                                                                    risks. 
                         ------------------------------------------------------------------------------------------ 
 
                         5) Maintain         At the date of this publication the Board comprises 
                           the board as        of the Chairman (John Gunn), the Chief Financial 
                             a                   Officer (Nilesh Jagatia) and the independent 
                           well-functioning    Non-Executive Director (Anthony Samaha). Further 
                             and balanced        detail about the skills and capabilities of 
                             team led by         these directors are set out in the principle 
                                              the chair           six below. 
 
                                             The letter of appointment of the Company's Directors 
                                                and Secretary are available for inspection at 
                                              the Company's registered office and all directors 
                                                are subject to re-election at intervals of no 
                                                            more than three years. 
 
                                            The Board is responsible for strategy and performance 
                                                 of major capital projects and the framework 
                                               of internal controls. All directors have access 
                                                 to seek independent advice should they feel 
                                           that their knowledge of the given task is insufficient. 
                                                There is a clear balance between the executive 
                                                   director and the non-executive director. 
 
                                              Furthermore, the directors liaise with the Company 
                                                Secretary (Nilesh Jagatia), who is responsible 
                                                 for compliance with the Board procedures and 
                                              that applicable rules and regulations are complied 
                                                                    with. 
 
                                               The Board meets quarterly. The Board established 
                                                the following committees; Audit Committee and 
                                             Remuneration Committee. All Directors are encouraged 
                                               to participate and attend meetings on a regular 
                                                basis and the attendance is closely monitored. 
 
                                                 Despite the QCA recommendation of having two 
                                                independent directors INSP has adopted to have 
                                                 only one non-executive director and a joint 
                                              role of Chief Executive Director and the Chairman 
                                                 as they feel that this is appropriate to the 
                                               current size and complexity of the organisation. 
                                                INSP is still in the R&D phase of its business 
                                             cycle and therefore relies on a team of consultants 
                                               in developing the product. Following conclusion 
                                            of this process, certification is managed externally, 
                                                and then commercial trials would commence. As 
                                                such the role of the Board, at this stage, is 
                                                to oversee this process, review strategy, hold 
                                             high level discussions regarding possible commercial 
                                                 trials and ensure adequate funding. As such, 
                                                the current Board is deemed sufficient. As and 
                                                 when the business develops beyond this stage 
                                                the Board will review its requirements at this 
                                               stage. The Group is actively looking to appoint 
                                               an additional non executive director to provide 
                                                 a balance of the non executive directors and 
                                                          executives as per the QCA. 
                         ------------------------------------------------------------------------------------------ 
 
                                       6) Directors        The Chairman: John Gunn 
                        experience,         Mr Gunn is the founder of INSP and a 30.9% shareholder 
                             skills and          of the Company. Mr Gunn is also the manging 
                             capabilities        director and majority shareholder of Global 
                                                Investment Strategy UK Limited and a majority 
                                                 shareholder of Octagonal PLC. With a career 
                                               spanning over 30 years in the financial services 
                                                industry, Mr Gunn began his career in 1987 at 
                                             Hoare Govett and has since worked at Carr Sheppards 
                                             Limited, Assicurazioni Generali S.p.A. and Williams 
                                              de Broe, where he was a senior investment manager 
                                                                 until 2002. 
 
                                                   Chief Financial Officer: Nilesh Jagatia 
                                               Mr Jagatia currently serves as Finance Director 
                                              at INSP and also currently holds Finance Director 
                                             position with AIM quoted Octagonal Plc and Limitless 
                                                Earth Plc (LME). Nilesh has been involved with 
                                                several IPO's and was previously Group Finance 
                                            Director of an AIM quoted Online Media and Publishing 
                                                Company for a period of five years until July 
                                                 2012. Nilesh has over 20 years' experience, 
                                                including senior financial roles in divisions 
                                                 of both Universal Music Group and Sanctuary 
                                                Group plc. He served as a Finance Director for 
                                                an independent record label that expanded into 
                                                 the US. Nilesh is a qualified accountant and 
                                                          holds a degree in finance. 
 
                                                    Non-Executive Director: Anthony Samaha 
                                               Mr Samaha is a Chartered Accountant (Australia) 
                                               who has over 20 years' experience in accounting 
                                                 and corporate finance. Mr Samaha has worked 
                                               for over 10 years with international accounting 
                                                 firms, including Ernst & Young, principally 
                                             in corporate finance, and mergers and acquisitions. 
                                                He has extensive experience in the listing and 
                                                 management of AIM quoted companies, such as 
                                                Equatorial Palm Oil plc, and Altona Energy Plc 
                                              and is currently Executive Director of AIM traded 
                                                            Reabold Resources Plc. 
 
                                                In addition to the Board directors above INSP 
                                               uses Beaumont Cornish Limited as their nominated 
                                               adviser (NOMAD) and Hill Dickinson LLP to assist 
                                                with legal and regulatory matters and FTB ITC 
                                                   Services Ltd to support the IT systems. 
                         ------------------------------------------------------------------------------------------ 
 
                              7) Evaluation      INSP is fully committed to uphold Directors 
                              of the Board's     independence and to regularly evaluate their 
                                              performance        performance. 
 
                                                Where appropriate, INSP sets targets which the 
                                                Directors have to adhere to. Each Director is 
                                                 assigned with an individual target which is 
                                                linked to the corporate and financial targets 
                                                of the Group. Career support, development and 
                                                training may also be provided to the Directors 
                                                               where necessary. 
                         ------------------------------------------------------------------------------------------ 
 
                             8) Promoting        INSP is committed to ethical conduct and to 
                            corporate           the governance structures that ensure that the 
                             culture,            Group delivers long term value and earns the 
                             ethical values      trust of its shareholders. The shareholders 
                            and behaviours      are encouraged at General Meetings to express 
                                                 their views and expectations in an open and 
                                                             respectful dialogue. 
 
                                                 The Board is fully aware that their conduct 
                                                impacts the corporate culture of the Group as 
                                                 a whole and that this will impact the future 
                                                 performance of the Group. The Directors are 
                                              invited to provide an open comprehensive dialogue 
                                                 and constructive feedback to the employees, 
                                                 and to promote ethical values and behaviours 
                                                              within the Group. 
 
                                               INSP also believes that doing business honestly, 
                                             ethically, with integrity helps to build long-term, 
                                             trusting relationship with our employees, customers, 
                                               suppliers and stakeholders. Our Code of business 
                                                 Conduct means that our employees understand 
                                             that we provide ourselves in high ethical standards. 
                                              INSP has zero tolerance for bribery and corruption 
                                                             among our employees. 
                         ------------------------------------------------------------------------------------------ 
 
                        9) Maintenance          The Board is responsible for the ultimate decision 
                           of governance           making, the structures and processes adopted 
                           structures and          by INSP. The Board is headed by the Chairman. 
                          processes to            In order to comply with the Companies Act 2006 
                           support good            the Board recognises that it must comply with 
                           decision making         the following principles set out by the Act: 
                                                       by the board 
                                                    *    duty to exercise independent judgement; 
 
 
                                                *    duty to exercise reasonable care, skill and due 
                                                                       diligence; 
 
 
                                                     *    duty to avoid conflicts of interest; 
 
 
                                              *    duty not to accept benefits from third parties; and 
 
 
                                             *    duty to declare interest in a proposed transaction or 
                                                                      arrangement. 
 
 
 
                                                    The Chairman is responsible for leading the 
                                                    Board, sets the agenda and ensures it is an 
                                                effecting working group at the head of the Company. 
                                                  The Chairman is also responsible for promoting 
                                                  culture of openness and effective communication 
                                                  with shareholders and to ensure that all board 
                                              members receive accurate, timely and clear information. 
 
                                                    The Executive Directors are responsible for 
                                                  day to day running of the Company and effective 
                                                communications with the Board and the Shareholders. 
                                                   They represent the Company to ensure quality 
                                                   of information provision, they challenge and 
                                                  monitor performance of the teams, and they set 
                                                    business plans and targets for the Company. 
 
                                                 Non-Executive Director INSP has one Non-Executive 
                                                   Director who is an independent director. This 
                                                    is to reinforce the Group's commitment to a 
                                                  transparent and effective governance structure 
                                                  which encourages and provides ample opportunity 
                                                 for challenge and deliberation. The Non-Executive 
                                               Director's objective is to scrutinise the performance 
                                                   of the Board and senior management as well as 
                                                to monitor performance, agree goals and objectives. 
                                                   They will satisfy themselves on the integrity 
                                                    of financial information and that financial 
                                                    controls and systems of risk management are 
                                                   robust and fit for purpose. The Non-Executive 
                                                Director is also closely working with Remuneration 
                                                 Committee as they are responsible for determining 
                                                  appropriate levels of remuneration of Executive 
                                                   Directors and have a prime role in appointing 
                                                           / removing senior management. 
 
                                                 The Company established the following committees 
                                                  to help with processes, structures and support 
                                                        good decision making by the Board. 
 
                                                Audit Committee - The Audit Committee is currently 
                                                  chaired by Anthony Samaha and its other member 
                                                   is Nilesh Jagatia . The Committee provides a 
                                                    forum for reporting by the Group's external 
                                                    auditors. The committee is also responsible 
                                                 for reviewing a wider range of matters, including 
                                               half-year and annual results before their submission 
                                                 to the board, as well as monitoring the controls 
                                                   that are in force to ensure the integrity of 
                                                  information reported to shareholders. The Audit 
                                                Committee will advise the Board on the appointment 
                                                  of external auditors and on their remuneration 
                                                  for both audit and non-audit work, and it will 
                                                   also discuss the nature, scope and results of 
                                                the audit with the external auditors. The committee 
                                                  will keep under review the cost effectiveness, 
                                                 the independence and objectivity of the external 
                                                                     auditors. 
 
                                                Remuneration Committee - The Remuneration Committee 
                                                  is currently chaired by Anthony Samaha and its 
                                                    other member is John Gunn. The Committee is 
                                                   responsible for making recommendations to the 
                                                    Board, within agreed terms of reference, on 
                                                 the Company's framework of executive remuneration 
                                                 and costs. The Remuneration Committee determines 
                                                the contract terms, remuneration and other benefits 
                                                for the Executive Directors, including performance 
                                                 related bonus schemes and compensation payments. 
                                                   The Board itself determines the remuneration 
                                                          of the non-executive directors. 
 
                                                   It is recognised that if the Group grows, it 
                                                 may be necessary to review the current structure 
                                                   in order to provide better segregation of the 
                                                  responsibilities and clear lines of reporting, 
                                                   that are consistent with industry standards. 
                         ------------------------------------------------------------------------------------------ 
 
                             10) Shareholders    The Company recognises that its shareholders 
                           communication       are imperative for future growth and prosperity 
                                                 of the Company. The Shareholders are treated 
                                                 equally both in relation to participation at 
                                               meetings and in the exercising of voting rights. 
                                                 INSP's shareholders are encouraged to attend 
                                                 the annual general meetings and the Company 
                                                provides regulatory news updates and any other 
                                              matters the Board feels fit. The Company maintains 
                                       the following website https://www.inspirit-energy.com/investors 
                                                           for investor relations. 
                         ------------------------------------------------------------------------------------------ 
 
 
                             GROUP STATEMENT OF COMPREHENSIVE INCOME FOR THE YEARED 
                  30 JUNE 2018                                                       2018     2017 
                                                                    Note    GBP'000  GBP'000 
                        ------------------------------------------  ----  ---------  ------- 
                                               CONTINUING OPERATIONS: 
                          Revenue                                                   -     - 
                         Administrative expenses                               (545)   (384) 
                          Impairment of development asset              11       (424)     - 
                         OPERATING LOSS                                        (969)   (384) 
                         Finance costs                                8          (4)   (73) 
                         LOSS BEFORE INCOME TAX                                (973)   (457) 
                          Income tax credit                            9           20    38 
                        ------------------------------------------  ----  ---------  ------- 
                                      NET LOSS AND TOTAL COMPREHENSIVE LOSS FOR 
                                        THE YEAR ATTRIBUTABLE TO THE OWNERS OF 
                          THE PARENT                                           (953)   (419) 
                        ------------------------------------------  ----  ---------  ------- 
                                                 EARNINGS PER SHARE 
                                       - Basic and diluted earnings per share 
                         (attributable to owners of the parent)      10     (0.07p)  (0.04p) 
                        ------------------------------------------  ----  ---------  ------- 
 

STATEMENT OF FINANCIAL POSITION FOR THE YEARED 30 JUNE 2018

 
 
 
 Company Number: 05075088                      GROUP               COMPANY 
                                        ------------------  -------------------- 
                                            2018      2017       2018       2017 
                                  Note   GBP'000   GBP'000    GBP'000    GBP'000 
-------------------------------  -----  --------  --------  ---------  --------- 
 NON-CURRENT ASSETS 
 Intangible assets                 11      2,401     2,668          -          - 
 Property, plant and equipment     12         45        53          -          - 
 Investment in subsidiaries        13          -         -      2,440      2,440 
                                           2,446     2,721      2,440      2,440 
-------------------------------  -----  --------  --------  ---------  --------- 
 
 CURRENT ASSETS 
 Trade and other receivables       14        415       174        346        122 
 Cash and cash equivalents         15         45        30         41         30 
-------------------------------  -----  --------  --------  ---------  --------- 
                                             460       204        387        152 
-------------------------------  -----  --------  --------  ---------  --------- 
 TOTAL ASSETS                              2,906     2,925      2,827      2,592 
-------------------------------  -----  --------  --------  ---------  --------- 
 EQUITY ATTRIBUTABLE TO 
  OWNERS OF THE PARENT 
 Share capital                     16      1,818     1,568      1,818      1,568 
 Share premium                     16      8,185     8,144      8,185      8,144 
 Merger reserve                    18      3,150     3,150      3,150      3,150 
 Other reserves                    18          3       206          3        206 
 Reverse acquisition reserve       18    (7,361)   (7,361)          -          - 
 Retained losses                         (4,097)   (3,347)   (11,428)   (10,908) 
-------------------------------  -----  --------  --------  ---------  --------- 
 TOTAL EQUITY                              1,698     2,360      1,728      2,160 
-------------------------------  -----  --------  --------  ---------  --------- 
 
 NON-CURRENT LIABILITIES 
 Borrowings                        20        845         -        845          - 
-------------------------------  -----  --------  --------  ---------  --------- 
                                             845         -        845          - 
-------------------------------  -----  --------  --------  ---------  --------- 
 
 CURRENT LIABILITIES 
 Trade and other payables          19        263       366        154        233 
 Borrowings                        20        100       199        100        199 
-------------------------------  -----  --------  --------  ---------  --------- 
                                             363       565        254        432 
 TOTAL LIABILITIES                         1,208       565      1,099        432 
-------------------------------  -----  --------  --------  ---------  --------- 
 TOTAL EQUITY AND LIABILITIES              2,906     2,925      2,827      2,592 
-------------------------------  -----  --------  --------  ---------  --------- 
 
 

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 GBP723,000 (2017: loss of GBP283,000).

These Financial Statements were approved by the Board of Directors on 28 December 2018 and were signed on its behalf by:

N Jagatia

Director

GROUP STATEMENT OF CHANGES IN EQUITY FOR THE YEARED 30 JUNE 2018

 
                                      Attributable to the owners of the parent 
                        -------------------------------------------------------------------- 
                                                                                    Retained 
                           Share                                                      losses     Total 
                                                                          Reverse 
                                      Share       Other     Merger    acquisition 
                         capital    premium    reserves    reserve        reserve               Equity 
                         GBP'000    GBP'000     GBP'000    GBP'000        GBP'000    GBP'000   GBP'000 
----------------------  --------  ---------  ----------  ---------  -------------  ---------  -------- 
 
 BALANCE AT 30 June 
  2016                     1,334      8,097         206      3,150        (7,361)    (2,829)     2,597 
----------------------  --------  ---------  ----------  ---------  -------------  ---------  -------- 
 Loss for the year             -          -           -          -              -      (419)     (419) 
 TOTAL COMPREHENSIVE 
  INCOME FOR THE 
  YEAR                         -          -           -          -              -      (419)     (419) 
----------------------  --------  ---------  ----------  ---------  -------------  ---------  -------- 
 Share issues                234         58           -          -              -          -       292 
 Share issue costs             -       (11)           -          -              -          -      (11) 
 Debt adjustment               -          -           -          -              -       (99)      (99) 
----------------------  --------  ---------  ----------  ---------  -------------  ---------  -------- 
 TRANSACTIONS WITH 
  OWNERS RECOGNISED 
  DIRECTLY IN EQUITY         234         47           -          -              -       (99)       182 
----------------------  --------  ---------  ----------  ---------  -------------  ---------  -------- 
 
 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         50           -          -              -          -       300 
 Share issue costs             -        (9)           -          -              -          -       (9) 
 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 
----------------------  --------  ---------  ----------  ---------  -------------  ---------  -------- 
 
 

COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEARED 30 JUNE 2018

 
                                           Attributable to equity shareholders 
                        --------  ----------------------------------------------------- 
                           Share      Share                          Retained     Total 
                                    premium 
                         capital                Merger       Other     losses    equity 
                                               Reserve    reserves 
                         GBP'000    GBP'000                GBP'000    GBP'000   GBP'000 
----------------------  --------  ---------  ---------  ----------  ---------  -------- 
 
 BALANCE AT 30 June 
  2016                     1,334      8,097      3,150         206   (10,526)     2,261 
----------------------  --------  ---------  ---------  ----------  ---------  -------- 
 Loss for the year             -          -          -           -      (283)     (283) 
 TOTAL COMPREHENSIVE 
  INCOME FOR THE YEAR          -          -          -           -      (283)     (283) 
----------------------  --------  ---------  ---------  ----------  ---------  -------- 
 Share issues                234         58          -           -          -       292 
 Share issue costs             -       (11)          -           -          -      (11) 
 Debt adjustment               -          -          -           -       (99)      (99) 
 TRANSACTIONS WITH 
  OWNERS RECOGNISED 
  DIRECTLY IN EQUITY         234         47          -           -       (99)       182 
----------------------  --------  ---------  ---------  ----------  ---------  -------- 
 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 
----------------------  --------  ---------  ---------  ----------  ---------  -------- 
 
 

STATEMENT OF CASH FLOWS FOR THE YEARED 30 JUNE 2018

 
                                                       GROUP              COMPANY 
                                                ------------------  ------------------ 
                                                    2018      2017      2018      2017 
                                          Note   GBP'000   GBP'000   GBP'000   GBP'000 
---------------------------------------  -----  --------  --------  --------  -------- 
 CASH FLOWS FROM OPERATING ACTIVITIES 
 Loss before tax                                   (973)     (457)     (723)     (283) 
 Depreciation                                          9        11         -         - 
 Finance expense                                       4        73         4        73 
 Impairment of development costs                     424         -         -         - 
 Interco loan provision                                -         -       318      (64) 
 Other adjustments                                     -      (33)         -      (33) 
 Decrease/(increase) in trade and 
  other receivables                                (241)       192     (224)     (110) 
 Increase/(decrease) in trade and 
  other payables                                   (183)        29     (178)         2 
 NET CASH USED IN OPERATING ACTIVITIES             (960)     (185)     (803)     (415) 
 CASH FLOWS FROM INVESTING ACTIVITIES 
 Increase in development costs                     (157)     (173)         -         - 
 Purchases of property, plant and                      -       (1)         -         - 
  equipment 
 Increase in loan to subsidiary                        -         -     (318)        64 
 NET CASH (USED IN)/GENERATED FROM 
  INVESTING ACTIVITIES                             (157)     (174)     (318)        64 
---------------------------------------  -----  --------  --------  --------  -------- 
 CASH FLOWS FROM FINANCING ACTIVTIES 
 Gross proceeds from issue of shares                 300       204       300       204 
 Share issue costs                                   (9)         -       (9)         - 
 Gross proceeds from new debt                        845         -       845         - 
 Finance costs paid                                  (4)      (73)       (4)      (73) 
---------------------------------------  -----  --------  --------  --------  -------- 
 NET CASH GENERATED FROM FINANCING 
  ACTIVITIES                                       1,132       131     1,132       131 
---------------------------------------  -----  --------  --------  --------  -------- 
 NET (DECREASE)/INCREASE IN CASH 
  AND CASH EQUIVALENTS                                15     (228)        11     (220) 
 Cash and cash equivalents at the 
  beginning of the year                               30       258        30       250 
 CASH AND CASH EQUIVALENTS AT THE OF THE YEAR                          15         45        30        41        30 
---------------------------------------  -----  --------  --------  --------  -------- 
 

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARED 30 JUNE 2018

 
                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 2018 together with 
                     the comparative results for the year ended 30 June 2017. 
                     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 is not 
                     generating revenues. An operating loss and cash outflows 
                     are expected in the 12 months subsequent to the date of these 
                     financial statements. As a result, the Group and Company 
                     will need to either raise funding or use the drawdown facility 
                     available (see note 20) to provide working capital and fund 
                     project development. 
                     Based on the board approved forecasts, 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. Therefore they continue to adopt 
                     the going concern basis of accounting in preparing these 
                     financial statements. Money is raised or the drawdown facility 
                     used for working capital purposes and to fund project development 
                     as and when required. There can be no assurance that the 
                     Group's core project 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 2018. 
    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 
    There were no standards or interpretations effective for 
    the year ended 30 June 2018 that had a material impact on 
    the Group or Company. 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 
 
 
     *    IFRS 2 (amendments) Classification and Measurement of 
          Share-based Payment Transactions 
 
 
     *    IFRIC 23 Uncertainty over Income Tax Treatments 
 
 
     *    Annual Improvements to IFRS 2015-2017 Cycle 
 
 
    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. 
   SEGMENTAL REPORTING 
    Developing and commercialising the mCHP boiler is the only 
    activity in which the Group is engaged and is therefore considered 
    as the only operating / reportable segment. 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, Group and Company 
    Statement of Changes in Equity and the Group and Company 
    Cash Flow Statement. 
   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. 
   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 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 banks. 
   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. 
 
 
        *    "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. 
 
 
       "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 GBP460,000 
                      (2017: GBP204,000) 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 2018             GBP'000    GBP'000    GBP'000    GBP'000    GBP'000    GBP'000 
                    --------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
  Trade and other payables                            263          -          -          -        263        263 
  Borrowings                                          100        845          -          -        945        945 
 ---------------------------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
                     At 30 June 2017 
                    --------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
  Trade and other payables                            366          -          -          -        366        366 
  Borrowings                                          199          -          -          -        199        199 
 ---------------------------------------------  ---------  ---------  ---------  ---------  ---------  --------- 
 

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 2018 the Group had a cash balance of GBP45,000 
                     (2017: GBP30,000), net current assets of GBP97,000 (2017: 
                     net current liabilities of GBP361,000) and net assets of GBP1,698,000 
                     (2017: GBP2,360,000). The Group continues to incur costs in 
                     the development and modification of their products and is 
                     pre-revenue. 
                     Management has made judgements in relation to their ability 
                     to raise funding for working capital and product development. 
                     There can be no guarantee that sufficient funds will be raised. 
                     Further details are included in Note 2. 
                     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 GBP2,401,000, 
                     and GBP2,440,000, respectively (2017: GBP2,668,000 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 2018 review management has concluded that 
                     an impairment of GBP424,000 is required due to the original 
                     electrical components within the boiler requiring a complete 
                     redesign. The impairment was based on management's estimates 
                     of the time spent developing the electrics being an estimated 
                     percentage of the total time spent on development. 
                     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, 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 11 for further details. 
 
 
                5    DIRECTOR'S AND KEY MANAGEMENT PERSONNEL EMOLUMENTS 
                                                                                  2018   2017 
                                                                                   GBP    GBP 
                    ---------------------------------------------------------  -------  ----- 
 
 Aggregate emoluments                                                              122    180 
 Social security costs                                                               -     13 
 ----------------------------------------------------------------------------  -------  ----- 
                                                                                   122    193 
 ----------------------------------------------------------------------------  -------  ----- 
 
                                                       Salary and                Total  Total 
                    Name of director                         fees    Benefits     2018   2017 
                                                              GBP         GBP      GBP    GBP 
                    -------------------------------  ------------  ----------  -------  ----- 
 
 J Gunn                                                        80           -       80     80 
 N Jagatia                                                     28           -       28     24 
 N Luke                                                         -           -        -     76 
 A Samaha                                                       2           -        2      - 
 S Gunn*                                                       12           -       12     12 
 --------------------------------------------------  ------------  ----------  -------  ----- 
                                                              122           -      122    192 
 --------------------------------------------------  ------------  ----------  -------  ----- 
 
      *Key Management Personnel 
 

N Luke resigned from the Company on 17 June 2017.

The number of Directors who contributed to pension schemes during the year was nil (2017: nil).

 
                6                   EMPLOYEE INFORMATION 
                                                                                 2018                    2017 
                                                                                  GBP                     GBP 
                    ----------------------------------------  -----------------------  ---------------------- 
 
 Wages and salaries                                                               185                     180 
 Social security costs                                                              8                      13 
                                                                                  193                     193 
 -----------------------------------------------------------  -----------------------  ---------------------- 
                                    In addition to the above a total of GBP114,000 (2017: GBP141,000) 
                                     wages and salaries for employees has been included in Development 
                                     costs. 
                                     Average number of persons employed (including executive directors): 
                                                                                 2018                    2017 
                                                                               Number                  Number 
                    ----------------------------------------  -----------------------  ---------------------- 
                 Office and management                                              6                       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: 
                                                                          2018      2017 
                                                                       GBP'000   GBP'000 
                    ------------------------------------------------  --------  -------- 
 
              S     Salaries and wages (Note 6)                            193       193 
              A     Audit and other fees                                    19        17 
 Operating lease rent                                                       17        17 
 Depreciation                                                                8        10 
 -------------------------------------------------------------------  --------  -------- 
 
                     AUDITOR'S REMUNERATION 
                     During the year the Group obtained the following services 
                      from the Company's auditor: 
                                                                          2018      2017 
                                                                       GBP'000   GBP'000 
                    ------------------------------------------------  --------  -------- 
  Fees payable to the Company's auditor for 
   the audit of the parent company and the Group 
   financial statements                                                     19        15 
                     Fees payable to the Company's auditor and 
                      its associates for other services: 
  Taxation compliance services                                               -         2 
 

The 2017 figures relate to the previous auditor.

 
                8                   FINANCE COSTS 
                                                       2018     2017 
                                                    GBP'000  GBP'000 
                    ------------------------------  -------  ------- 
                    Interest expense: 
 Interest and bank charges                                4        - 
 Other loans                                              -       73 
 -------------------------------------------------  -------  ------- 
 Total finance costs                                      4       73 
 -------------------------------------------------  -------  ------- 
 
 
 
 
 9    INCOME TAX CREDIT 
     GROUP                                            2018     2017 
                                                   GBP'000  GBP'000 
     Deferred tax                                        -        - 
 Current R&D tax credit on loss for the year          (20)     (38) 
 ------------------------------------------------  -------  ------- 
 Total current tax / (credit)                         (20)     (38) 
 ------------------------------------------------  -------  ------- 
 
 
  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: 
                                                             2018     2017 
                                                          GBP'000  GBP'000 
 ------------------------------------------------------  --------  ------- 
 Loss before tax from continuing operations                 (953)    (457) 
 ------------------------------------------------------  --------  ------- 
 Loss before tax multiplied by rate of corporation 
  tax in the UK of 19% (2017: 19%)                          (181)     (87) 
 Tax effects of: 
 Expenses not deductible for tax purposes                     108       14 
 Unrelieved tax losses carried forward                         73       73 
 Research and development tax credit                         (20)     (38) 
 ------------------------------------------------------  --------  ------- 
 Total tax                                                   (20)     (38) 
 ------------------------------------------------------  --------  ------- 
 

The Group has excess management expenses of approximately GBP4,800,000 (2017: GBP4,500,000), capital losses of GBP150,000 (2017: GBP150,000) and non-trade financial losses of approximately GBP119,000 (2017: 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.

 
                10   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 GBP953,000 (2017: GBP419,000). The weighted number of 
                      equity shares in issue during the year was 1,359,376,947 
                      (2017: 973,990,421). 
                      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 17. 
 
 
 11    INTANGIBLE ASSETS 
       GROUP                Development     Total 
                                  Costs 
 
                                GBP'000   GBP'000 
 
 
  At 30 June 2016                 2,495     2,495 
  Additions                         173       173 
  At 30 June 2017                 2,668     2,668 
  Additions                         157       157 
  Impairment                      (424)     (424) 
  At 30 June 2018                 2,401     2,401 
 ------------------  ---  -------------  -------- 
 
 

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. The value-in-use calculations use cash flow projections based on financial budgets approved by Management covering a seven-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 - 35%

The calculations are not sensitive to probable changes in the key assumptions. The impairment in the year arose due to previously capitalised electrical development costs no longer contributing to the latest mCHP boiler.

Other than the above costs, no expenditure (2017: GBP0) was incurred in relation to research and development which have been expensed in the year.

 
                12    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 2016                                           81               15                 1         97 
                       Additions                              -                -                 -          - 
                     -------------------  ---------------------  ---------------  ----------------  --------- 
   As 30 June 2017                                           81               15                 1         97 
                       Additions                              -                -                 -          - 
   As at 30 June 
    2018                                                     81               15                 1         97 
 
                      DEPRECIATION 
                     -------------------  ---------------------  ---------------  ----------------  --------- 
   As at 30 June 
    2016                                                     25                8                 1         34 
   Charge for year                                            9                1                 -         10 
 ---------------------------------------  ---------------------  ---------------  ----------------  --------- 
   As at 30 June 
    2017                                                     34                9                 1         44 
   Charge for year                                            7                1                 -          8 
   As at 30 June 
    2018                                                     41               10                 1         52 
 
                         NET BOOK VALUE 
                     -------------------  ---------------------  ---------------  ----------------  --------- 
  As at 30 June 
   2018                                                      40                5                 -         45 
   As at 30 June 
    2017                                                     47                6                 -         53 
 ---------------------------------------  ---------------------  ---------------  ----------------  --------- 
 
 

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

 
                13    INVESTMENT IN SUBSIDIARIES 
                     COMPANY                                             2018     2017 
                     SHARES IN GROUP UNDERTAKINGS:                    GBP'000  GBP'000 
                     -----------------------------------------------  -------  ------- 
 At 1 July                                                              2,440    2,440 
 Increase in loan to subsidiary                                           318       64 
 Provision against the loan balance outstanding                         (318)     (64) 
 -------------------------------------------------------------------  -------  ------- 
              A                                                        2,440     2,440 
                                                                      -------  ------- 
 

Included in the above is an amount of GBP2,742,000 (2017: GBP2,424,000) relating to the amount due to the Company by its subsidiary Inspirit Energy Limited. A provision of GBP2,742,000 (2017: GBP2,424,000) 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 
                         Solar House, 
                         915 High Road, 
                         London, England, 
                         N12 8QJ 
  Somemore Limited      Global Investment    Ordinary shares               100%        Dormant 
                         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 
                         Buildings, London 
                         Wall, London, 
                         United Kingdom, 
                         EC2M 5PP 
  --------------------  -------------------  ---------------  -----------------  ------------------- 
 
 
                14    TRADE AND OTHER RECEIVABLES 
                                                    GROUP            COMPANY 
                                                  2018     2017     2018     2017 
                                               GBP'000  GBP'000  GBP'000  GBP'000 
                     ------------------------  -------  -------  -------  ------- 
 Corporation tax*                                   58       38        -        - 
 VAT recoverable                                     7       21        5       15 
 Other receivables                                 340      105      335      101 
 Prepayments and accrued 
  income                                            10       10        6        6 
 --------------------------------------------  -------  -------  -------  ------- 
                                                   415      174      346      122 
 --------------------------------------------  -------  -------  -------  ------- 
 

*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.

Included in other receivables was GBP270,000 (2017: GBPnil) relating to convertible loan notes which had not been received prior to the year-end.

 
                15    CASH AND CASH EQUIVALENTS 
                                                      GROUP            COMPANY 
                                                    2018     2017     2018     2017 
                                                 GBP'000  GBP'000  GBP'000  GBP'000 
                     --------------------------  -------  -------  -------  ------- 
 Cash and cash equivalents                            45       30       41       30 
 ----------------------------------------------  -------  -------  -------  ------- 
 

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.

 
  16      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 
   2016                    936,806,859       400,932       936,807    396,923              -   11,247,671   12,581,401 
 ---------------------  --------------  ------------  ------------  ---------  -------------  -----------  ----------- 
  Issue of 
   new shares              234,000,000             -       234,000          -              -       58,500      292,500 
  Issue costs                        -             -             -          -              -     (10,750)     (10,750) 
 ---------------------  --------------  ------------  ------------  ---------  -------------  -----------  ----------- 
  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 
 ---------------------  --------------                ------------  ---------  -------------  -----------  ----------- 
 

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

On 17 August 2017, the Company issued 250,000,000 new ordinary shares at a price of 0.12 pence per share,

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.

 
                17    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 
                                                 2018        warrants               2017           warrants 
 At 1 July                                     0.0067      10,783,364             0.0067         89,783,364 
                     Granted                        -               -                  -                  - 
                     Exercised                      -               -                  -                  - 
 Lapsed                                        0.0090     (9,283,364)             0.0050       (79,000,000) 
 At 30 June                                    0.0488       1,500,000             0.0067         10,783,364 
 ----------------------------------  ----------------  --------------  -----------------  ----------------- 
 
                                                       Exercise price 
                                                           in GBP per  Number of options  Number of options 
                     Grant date           Expiry date           share       and warrants       and warrants 
                                                                                    2018               2017 
                                             25 April 
 26 April 2011                                   2021          0.0488          1,500,000          1,500,000 
                                             29 April 
 30 April 2015                                   2018               -                  -          9,283,364 
 
                                                               0.0488          1,500,000         10,783,364 
 ----------------------------------  ----------------  --------------  -----------------  ----------------- 
 
 
 
 
                18                   OTHER RESERVES 
                                                    Share                   Reverse 
                                                   option     Merger    acquisition 
                      Group                       reserve    reserve        reserve     Total 
                                                  GBP'000    GBP'000        GBP'000   GBP'000 
                     -------------------------  ---------  ---------  -------------  -------- 
  1 July 2016                                         206      3,150        (7,361)   (4,005) 
 ---------------------------------------------  ---------  ---------  -------------  -------- 
                      Issue of warrants                 -          -              -         - 
                     -------------------------  ---------  ---------  -------------  -------- 
  30 June 2017                                        206      3,150        (7,361)   (4,005) 
 ---------------------------------------------  ---------  ---------  -------------  -------- 
                      Issue of warrants                 -          -              -         - 
                     -------------------------  ---------  ---------  -------------  -------- 
  Share options lapsed in 
   year                                             (203)          -              -     (203) 
 ---------------------------------------------  ---------  ---------  -------------  -------- 
  30 June 2018                                          3      3,150        (7,361)   (4,208) 
 ---------------------------------------------  ---------  ---------  -------------  -------- 
 
 
                                           Share     Merger 
 Company                          option reserve    reserve     Total 
                                         GBP'000    GBP'000   GBP'000 
------------------------------  ----------------  ---------  -------- 
 1 July 2016                                 206      3,150     3,356 
------------------------------  ----------------  ---------  -------- 
 Issue of warrants                             -          -         - 
------------------------------  ----------------  ---------  -------- 
 30 June 2017                                206      3,150     3,356 
------------------------------  ----------------  ---------  -------- 
 Issue of warrants                             -          -         - 
------------------------------  ----------------  ---------  -------- 
 Share options lapsed in year              (203)          -     (203) 
------------------------------  ----------------  ---------  -------- 
 30 June 2018                                  3      3,150     3,153 
------------------------------  ----------------  ---------  -------- 
 
 
                 19    TRADE AND OTHER PAYABLES 
                                                       GROUP            COMPANY 
                                                     2018     2017     2018     2017 
                                                  GBP'000  GBP'000  GBP'000  GBP'000 
                      --------------------------  -------  -------  -------  ------- 
 Trade payables                                        58       76       29       21 
 Other payables                                       152      150       86      111 
 Social security and other 
  taxes                                                31       67       18       28 
 Accrued expenses                                      22       73       21       73 
 -----------------------------------------------  -------  -------  -------  ------- 
                                                      263      366      154      233 
 -----------------------------------------------  -------  -------  -------  ------- 
 
 

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

 
                20                   BORROWINGS 
                                                           GROUP              COMPANY 
                                                         2018      2017      2018      2017 
                                                      GBP'000   GBP'000   GBP'000   GBP'000 
                     ------------------------------  --------  --------  --------  -------- 
                      Current 
  Drawdown facility (see Note 
   1 below)                                               100       199       100         199 
  Total current borrowings                                100       199       100         199 
 --------------------------------------------------  --------  --------  --------  ---------- 
                      Non-current 
  Convertible loan notes (Note 
   2 below)                                               845         -       845           - 
 --------------------------------------------------  --------  --------  --------  ---------- 
  Total non-current borrowings                            845         -       845           - 
 --------------------------------------------------  --------  --------  --------  ---------- 
  Total borrowings                                        945       199       945         199 
 --------------------------------------------------  --------  --------  --------  ---------- 
 
 

Note 1

The Drawdown facility relates to the facility entered into during the prior year 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.

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

The Company during the year 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 0.07 p 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.

The conversion is at the full discretion of the Company and on conversion, each new Ordinary Share will attract a half warrant (one warrant issued for every two CLNs converted) at the relevant conversion price valid for 12 months from the date of issue.

 
                21    FINANCIAL INSTRUMENTS BY CATEGORY 
                                                                                         2018     2017 
                                                                                      GBP'000  GBP'000 
                     ---------------------------------------------------------------  -------  ------- 
                     FINANCIAL ASSETS - LOANS AND RECEIVABLES: 
                     ---------------------------------------------------------------  -------  ------- 
 Trade and other receivables (excluding prepayments)                                      405      165 
 Cash and cash equivalents                                                                 45       30 
 -----------------------------------------------------------------------------------  -------  ------- 
 
                     FINANCIAL LIABILITIES AT AMORTISED COST: 
                     ---------------------------------------------------------------  -------  ------- 
 Trade and other payables                                                                 232      299 
 Borrowings                                                                               944      199 
 -----------------------------------------------------------------------------------  -------  ------- 
 The table providing an analysis of the maturity of the non-derivative 
  financial liabilities has been included in Note 3. 
                22    ULTIMATE CONTROLLING PARTY 
  At the date of signing this report the Directors do not 
   consider there to be one single ultimate controlling party. 
 
 
 
                23   RELATED PARTY TRANSACTIONS 
                     See note 6 for details of director's remuneration in the year. 
                      During the year, the Group used Global Investment Strategies 
                      UK Ltd ("GIS") to broker a share issue totalling GBP150,000, 
                      of which GBP95,000 was retained by GIS in relation to historic 
                      payments made from the Inspirit client account held by GIS. 
                      Additionally, a GBP95,000 balance owed to GIS in the year 
                      was replaced by a CLN of equivalent value. The terms of these 
                      CLNs have been disclosed in Note 20. 
                      GBP100,000 in accrued director's fees owed to J Gunn and GBP20,000 
                      owed to N Jagatia were converted into CLNs of equivalent value. 
                      The terms of these CLNs have been disclosed in Note 20. 
                     During the year, NKJ Associates Ltd, a company in which N 
                      Jagatia is a Director, charged consultancy fees of GBP28,000 
                      (2017: GBP24,000). The amount owed to NKJ Associates Ltd at 
                      year end is GBP4,000 (2017: GBP2,000). 
 

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 FELFIAFASEEE

(END) Dow Jones Newswires

December 28, 2018 10:28 ET (15:28 GMT)

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