TIDMINSP

RNS Number : 8075X

Inspirit Energy Holdings PLC

22 December 2023

22 December 2023

Inspirit Energy Holdings Plc

("Inspirit" or "the Company")

ANNUAL REPORT AND ACCOUNTS FOR THE YEARED 30 JUNE 2023

Inspirit Energy Holdings Plc today announces its audited results for the year ended 30 June 2023 (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, 200 Aldersgate Street, London EC1A 4HD. Extracts of the Accounts are set out below.

CHAIRMAN'S STATEMENT FOR THE YEARED 30 June 2023

During the reporting period, Inspirit Energy Holdings plc (Inspirit) successfully maintained its focus on the application of the Stirling engine in various sectors, and had been primarily working with its engineering partners on the fine details of the new Waste Heat Recovery (WHR) system for the application on the Volvo marine engine. The unit has been built and tested in Poland and with the issues in neighbouring Ukraine, sourcing materials and components has still been challenging.

Using a non-branded automotive engine with the same horsepower as the Volvo Penta D13 Engine running at 2400 revolutions per minute, the Company's phase two trial in Poland managed by Inspirit's engineering team, and testing was complete under varying scenarios, each for a duration of approximately one hour, the unit provided consistent performance with peak output reaching 97kw.

After the reporting period, a test visit to our facility in Poland, we identified external manufacturing errors in one component part of the WHR system, this component having been specially manufactured with new heat retaining coatings for the drive that powers the Helix Accelerator, to deliver output of over 130kw. This item has a long lead time for delivery as it needs to be manufactured and tested before installing and proceeding with the final testing of the WHR unit. Although this has caused delays whilst we secured alternative sources to manufacture this component, we are pleased to report that this component is now in design with the manufacturer confirming with confidence that it will meet the system requirements. The team have continued to carry out longevity testing on stage one and two of the WHR system and it is now projected that should be completed by between mid to end of the 2nd quarter of 2024.

The board of Inspirit are very pleased with the team's achievements and the progress that has been made to date. And the operating Board believe that the WHR technology and the application can be applied to marine, waste heat recycling from energy generation, refrigerated transport that uses diesel engines and many more applications.

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

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

J Gunn

Chairman and Chief Executive Officer

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU No. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

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

For further information please contact:

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

STRATEGIC REPORT FOR THE YEARED 30 June 2023

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 2023.

REVIEW OF THE BUSINESS

Inspirit Energy Limited (IEL) continues to apply its expertise in the application of the Stirling engine technology in different sectors including Marine and Waste Heat Recovery.

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

DEVELOPMENTS DURING THE YEAR

IEL has been working with its engineering partners on the fine details of the new WHR for the application on the Volvo marine engine.

In addition, IEL successfully assembled and applied the first phase of the WHR unit and with limited testing, the unit provided the highest recorded output of over 97 kW in the first stage build test period. The WHR is a major component in the application for the Volvo Marine engine and other heat recovery applications the Company has been working on whereby waste heat exhaust is recycled and converted to energy.

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

The Director's believe they have acted in the way most likely to promote the success of the Company for the benefit of its members as a whole, as required by s172 of the Companies Act 2006, as modified by the Companies ( Miscellaneous Reporting ) Regulations 2018 are outlined as follows:

   a.      Employee engagement 

The quality, commitment and effectiveness of the Company's current and future employees are crucial to its continued success. Employee policies and programmes are designed to encourage employees to become interested in the Company's activities and to reward employees according to their contribution and capability and the Company's financial performance. Employee communications are a priority and regular briefings are used to disseminate relevant information.

Employment policies do not discriminate between employees or potential employees on the grounds of colour, race, ethnic or natural origin, sex, marital status, sexual orientation, religious beliefs or disability. If an employee were to become disabled whilst in employment and as a result was unable to perform his or her duties, every effort would be made to offer suitable alternative employment and assistance with retraining.

   b.      Suppliers and customers 

The Company maintains an ongoing dialogue with its potential customers and suppliers and the Company engages in supplier face-to-face meetings, email and telephone conversations with directors and senior management of key suppliers. When selecting suppliers and materials, issues such as the impact on the community and the environment have actively been taken into consideration.

The Company pays its employees and creditors promptly and keeps its costs to a minimum to protect shareholders' funds. The Executive Directors have agreed to accrue their fees in this reporting period (note 5).

   c.      Shareholders and investors 

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

Other developments during the year:

 
   On 8th December 2022, the Company announced that it entered 
    into a short-term, un-secured debt facility of up to US$250,000 
    (approximately GBP205,075) (the "Facility"). Under the Facility 
    Inspirit initially drew down US$80,000 (approximately GBP65,624) 
    (the "Initial Advance"). The Facility is with Riverfort Global 
    Opportunities PCC Limited, and the proceeds of the advance 
    are for general working capital. 
 
    The Facility has a 12-month term and allows Inspirit to draw 
    down funds ("Advances") which will be repayable within 6 months 
    in either cash or shares at the Noteholders' discretion in 
    respect of the Initial Advance and thereafter at the agreement 
    of the Company and Riverfort. If the debt is repaid in shares, 
    they will be repaid at 130% of the Reference Price being the 
    average of the five (5) daily VWAPs preceding the Drawdown 
    Date in respect of the relevant Advance (the "Fixed Premium 
    Placing Price"). In the event that Inspirit completes any 
    share placing during the Term of the relevant Advance and 
    the share placing price is below the Fixed Premium Placing 
    Price, the Fixed Premium Placing Price will be amended to 
    be the relevant share placing price. Inspirit will issue the 
    Noteholder with warrants in respect of each Advance so as 
    to represent 50% of the value of the relevant Advance, divided 
    by the relevant Reference Price; the warrants will have an 
    exercise price of Fixed Premium Placing Price and a 48-month 
    term. 
 
    Inspirit drew down US$80,000 as the Initial Advance and issued 
    Riverfort with warrants to the value of 50% of the Initial 
    Advance at the reference price of 0.03376 pence being 97,191,943 
    warrants. These warrants will have a term of 48 months and 
    will be exercisable at 130% of the reference price being 0.04388 
    pence. 
    The Facility will attract 1.5% interest per month based on 
    the value of the outstanding indebtedness payable in cash 
    and an implementation fee of 6% of any Advances if settled 
    in cash or 8% if issued in Shares. Accordingly, inspirit will 
    issued 15,550,710 Ordinary Shares of 0.001p each ("Shares") 
    at a price of 0.03376 pence each for the implementation fee 
    in respect of the Initial Advance (the "Initial Shares"). 
    The Facility contains a right of first refusal clause allowing 
    Riverfort to match the terms of any alternative debt/ structured 
    funding the Company may seek during the term of the Facility. 
 

BOARD CHANGES

P Needley, Non-Executive Director was appointed on 13.2.23 and on the same day, A Samaha stepped down from the board

RESULTS AND DIVIDS

The Group made a loss after taxation of GBP260,000 (2022: loss of GBP233,000) and net assets as at 30 June 2023 were GBP2,402,000 (2022: GBP2,657,000).

The Directors do not propose a dividend for the year to 30 June 2023 (2022: GBPnil).

KEY PERFORMANCE INDICATORS

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

 
PLC S                                        30 June       30 June 
                                                2023          2022 
------------------------------------  --------------  ------------ 
 
Net asset value                         GBP2,402,000  GBP2,657,000 
Net asset value - fully diluted per 
 share                                        0.056p        0.062p 
Closing share price                           0.026p         0.06p 
Market capitalisation                   GBP1,114,670  GBP2,648,417 
------------------------------------  --------------  ------------ 
 

The Net asset value decreased but the Market capitalisation increased during the reporting period. The closing share price was 0.026p compared to 0.06p in 2022.

KEY RISKS AND UNCERTAINTIES

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

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

GOING CONCERN RISK

The Group requires financing to fund its operations through to commercialisation and the stage where it is profit generating and the Group will seek to raise such funds via placings and short term debt finance. There is the risk that the Group will not have access to sufficient funds to achieve this. The Group seek to mitigate through forecast preparation, monitoring and reducing discretionary costs.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

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

CAPITAL RISK MANAGEMENT

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

MANAGEMENT AND KEY PERSONNEL

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

TECHNOLOGY RISK

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

ASSESSMENT OF BUSINESS RISK

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

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

   --      reports on the performance of its subsidiary; 
   --      reports on selection criteria on the applications of its technology; 
   --      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

22 December 2023

REPORT OF THE DIRECTORSFOR THE YEARED 30 June 2023

The Directors present their annual report on the affairs of the Group and Company, together with the audited financial statements for the year ended 30 June 2023.

PRINCIPAL ACTIVITIES

The principal activity of the Group and Company is that of development and commercialisation of the mCHP boiler and application of the stirling technology in other sectors such as marine, waste energy recycling and automotive truck industries.

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

GREENHOUSE GAS (GHG) EMISSIONS

The Group is aware that it needs to measure its operational carbon footprint in order to limit and control its environmental impact. However, given the very limited nature of its direct activities during the year under review, it has not been practical to measure its carbon footprint.

The Group only measures the impact of its direct activities, as the full impact of the entire supply chain

of its suppliers cannot be measured practically.

DIRECTORS

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

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

SIGNIFICANT SHAREHOLDERS

 
 On 5th December 2023 the following were interested in 
  3 percent. or more of the Company's share capital (including 
  Directors, whose interests are also shown above): 
                                             Number of     % of ordinary 
                                              ordinary      share capital 
                                               shares        and voting 
                                                               rights 
 Name of shareholder 
----------------------------------------  --------------  --------------- 
 HARGREAVES LANSDOWN (NOMINEES) LIMITED    1,351,965,523            21.5% 
 HSBC GLOBAL CUSTODY NOMINEE (UK) 
  LIMITED                                  1,180,307,919            18.8% 
 INTERACTIVE INVESTOR SERVICES NOMINEES 
  LIMITED                                    762,814,287            12.1% 
 HSDL NOMINEES LIMITED                       464,579,915             7.4% 
 VIDACOS NOMINEES LIMITED                    536,898,690             8.5% 
 LAWSHARE NOMINEES LIMITED                   426,964,621             6.8% 
 BARCLAYS DIRECT INVESTING NOMINEES 
  LIMITED                                    309,818,565             4.9% 
 

INDEMNITY OF OFFICERS

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

RESEARCH AND DEVELOPMENT

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

BOARD OF DIRECTORS

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

COMMUNICATIONS WITH SHAREHOLDERS

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

INTERNAL CONTROL

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

MATTERS COVERED IN THE STRATEGIC REPORT

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

GOING CONCERN

As at 30 June 2023 the Group had a cash balance of GBP51,000 (2022: GBP160,000), net current liabilities of GBP786,000 (2022: net current assets of GBP366,000) and net assets of GBP2,402,000 (2022: GBP2,657,000). The Group has maintained its core spend during the year whilst still managing to move its projects forward and post year end secured a $250,000 loan facility and raised GBP200,000 cash from a cash placing in November 2023. There can be no assurance that the Group's projects will become fully developed and reach commercialisation nor that there will be sufficient cash resources available to the Group to do so.

The Directors have reviewed a detailed forecast based on the funds expected to be raised and forecasted expenditure. Having made due and careful enquiry, the Directors acknowledge that funds will need to be raised within the next 12 months to enable the Group to meets its obligations as they fall due, however, the Directors are confident that the required funds will successfully be raised through the issue of equity and/or debt to fund its operations over the next 12 months.

The Directors, therefore, have made an informed judgement, at the time of approving financial statements, that the Group is a going concern but they acknowledge that the dependence on raising further funds during the next 12 months represents a material uncertainty. The Auditors have made reference to going concern by way of a material uncertainty.

EVENTS AFTER THE REPORTING DATE

On 14th November 2023, the company announced that it has raised GBP200,000 through the placing (the "Placing") of 2,000,000,000 ordinary shares of 0.001 pence each in the share capital of the Company ("Ordinary Shares") at 0.01 pence per Ordinary Share (the "Placing Shares") and the proceeds of the fundraise will be used for general working capital purposes.

John Gunn, the Company's Chairman and Chief Executive Officer participated in the Placing by subscribing for 470,000,000 shares and Nilesh Jagatia, the Company's Chief Financial Officer will be subscribing for 20,000,000 shares. After the Placing, John Gunn will directly and indirectly have a holding of 1,331,403,363 Ordinary Shares representing an interest of 21.18% and, Nilesh Jagatia will have a holding of 64,857,142 Ordinary Shares representing an interest of 1.03% of the enlarged share capital.

Following admission of the Placing Shares, the Company's enlarged issued share capital will comprise 6,287,190,896 Ordinary Shares.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the directors have prepared the group and parent company financial statements in accordance with UK-adopted international accounting standards. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the parent company and of the profit or loss of the group and the parent company for that period. In preparing these financial statements, the directors are required to:

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

-- state whether applicable UK-adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the parent company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Company is compliant with AIM Rule 26 regarding the Company's website. See www.inspirit-energy.com .

DISCLOSURE OF INFORMATION TO AUDITOR

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

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

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

INDEPENT AUDITOR

A resolution that BBP Partnership be re-appointed will be proposed at the annual general meeting. BBK Partnership have indicated their willingness to continue in office.

ON BEHALF OF THE BOARD

N Jagatia

Director

22 December 2023

 
                                            CORPORATE GOVERNANCE REPORT 
                      Inspirit Energy Holdings plc Quoted Companies Alliance Code ("QCA Code") 
                                         Principles:            Application: 
                         ------------------------------------------------------------------------------------------ 
 
                             1) Strategy         This section complies with the requirements 
                                           and business        of the QCA Code. 
                                                     model to promote 
                             long-term values    Inspirit Energy Holdings plc has maintained 
                             for shareholders    its focus on the application of the Stirling 
                                               engine in various sectors as well as progressing 
                                                 the commercialisation efforts of the Group's 
                                                micro combined heat and power ("mCHP") boilers 
                                                 and Waste Heat Recovery (WHR) applications. 
                                             Inspirit achieved a number of significant milestones 
                                                including increasing the output of its WHR to 
                                                                  over 30kW. 
                                              These milestones continue to demonstrate strategic 
                                              direction as an R&D company in this niche sector. 
                                                 The operating Board has worked throughout to 
                                                identify differing potential applications for 
                                             the technology where there is significant potential 
                                                for growth, as well as considering the future 
                                              strategy and funding of its operating subsidiary. 
                                               The Directors believe that the positive progress 
                                              over the last year in the alternative applications 
                                                 of the Stirling technology in the Marine and 
                                                 Waste Heat Recovery (WHR) sectors is strong 
                                                evidence of the need to refocus our strategic 
                                                 objectives towards these areas. It should be 
                                                noted that this is by no means an abandonment 
                                             of our MicroCHP boiler technology - on the contrary, 
                                                 we are actively looking into the application 
                                              of the technology in the rapidly emerging hydrogen 
                                               market. Additionally, with the continued growth 
                                                 demand for electric cars, the Board will be 
                                                 looking at the automotive sector to utilise 
                                               the Stirling engine to provide a source of power 
                                                        to charge electric motor cars. 
 
                                               The Group will also potentially make investments 
                                                 in complementary areas and technologies that 
                                                 will utilise the Group's existing technical 
                                                                  expertise. 
                         ------------------------------------------------------------------------------------------ 
                                                 This section complies with the requirements 
                                           2) Meeting and      of the QCA Code. 
                                                      understanding 
                           shareholders        The Company has a close and ongoing relationship 
                            needs and           with its shareholders. The Company also places 
                        expectations        great importance on effective and timely communication 
                                              with its shareholders. Shareholders are encouraged 
                                                 to attend the Company's meetings (including 
                                               the Annual General Meeting) to provide feedback 
                                                and to actively engage with the management on 
                                            a regular basis. Furthermore, the INSP's shareholders 
                                               and investors can keep themselves updated about 
                                                the current Company's position by visiting the 
                                                INSP's website http://www.inspirit-energy.com 
                                                                      . 
                         ------------------------------------------------------------------------------------------ 
                                                 This section complies with the requirements 
                                           3) Considering      of the QCA Code. 
                                                       stakeholders 
                           and social          The Board recognises that the long-term success 
                         responsibilities    of the Group is reliant on efforts of its employees, 
                         and their           consultants, suppliers, regulators and stakeholders. 
                                                       implications 
                           for long term       Employees: In order to support employees' growth 
                            success             and enforce social responsibilities the Board 
                                               has implemented systems to monitor and evaluate 
                                                 employees' performance and to encourage well 
                                                 performing employees to progress further by 
                                                supporting them to attend courses. Employees' 
                                             performance is monitored through a process designed 
                                               to encourage open and confidential communication 
                                                 between the management and the employees on 
                                                               a regular basis. 
 
                                              Consultants: The Board recognises that consultants 
                                              play a vital part for INSP as they bring knowledge 
                                                and expertise for specific areas, and in some 
                                              instances, they also provide training for existing 
                                                                    staff. 
 
                                            Suppliers: INSP maintains a good working relationship 
                                                with its suppliers to provide for its growing 
                                                 business and to support its existing needs. 
 
                                                Regulators: The Board monitors and implements 
                                                any legal or regulatory changes where possible 
                                                 both domestically and overseas and is fully 
                                                           committed to compliance. 
 
                                                Stakeholders: INSP encourages its shareholders 
                                             to actively participate in meetings and shareholders 
                                              are provided with the opportunity to give feedback 
                                                             on a regular basis. 
                         ------------------------------------------------------------------------------------------ 
                                                 This section complies with the requirements 
                                           4) Risk             of the QCA Code. 
                                                        Management 
                                               The risks in the Group are managed by the audit 
                                                 committee which is responsible to the Board 
                                                 to work closely with the executive directors 
                                                to identify, implement and manage risks faced 
                                                                by the Group. 
 
                                               INSP has robust controls and procedures in place 
                                                to manage internal controls of the Company and 
                                                these are considered to be appropriate to the 
                                                 size and complexity of the organisation. The 
                                                 audit committee has been set up to evaluate 
                                               and manage significant risks faced by the Group. 
 
                                              Control is established mainly through the Group's 
                                                 directors who monitor and support the day to 
                                                 day running of the Group and where possible 
                                              comply with the Board's and shareholders concerns 
                                                              and requirements. 
 
                                              INSP has identified and implemented the following 
                                                    risks and controls to mitigate risks: 
 
 
                                 Activity:              Risk                   Impact              Control(s) 
                                 Management             High turnover of       Operational         Recognition 
                                                       staff and other         and reputational    and support 
                                                   recruitment issues.     impact.             for well performing 
                                                                                               existing employees. 
 
                                                                                                   Implementing 
                                                                                                  and monitoring 
                                                                                                 of robust health 
                                                                                                    and safety 
                                                                                                   measures at 
                                                                                                    workplace. 
                                                  ---------------------  ------------------  ---------------------- 
                               Regulatory / legal     Non-compliance.        Loss of             Robust policies 
                               adherence                                      licences           and procedures 
                                                                              resulting          to be followed. 
                                                                                     in inability 
                                                                                to comply          Maintaining 
                                                                                 with the           effective 
                                                                               regulatory         communication 
                                                                            / legal            with the Company's 
                                                                               requirements.      Auditors and 
                                                                                                   NOMAD on a 
                                                                                                 regular basis. 
                                                  ---------------------  ------------------  ---------------------- 
                              Strategic              Failure of systems     Loss of             Disaster recovery 
                                                       and controls.           key data            policy to be 
                                                                               and inability       followed in 
                                                                             to operate          case of crisis. 
                                                                                         effectively. 
                                                                                                   Maintaining 
                                                                                                strong IT systems 
                                                                                                   and controls 
                                                                                                    in place. 
                                                  ---------------------  ------------------  ---------------------- 
                                Financial              Internal: Inadequate   Loss of             The Board to 
                                                     systems and controls    business.           regularly review 
                                                      of accounting in                            operating and 
                                                     place and               Inability           strategic risks. 
                                                                 liquidity risk.         to continue 
                                                                           trading             The audit committee 
                                                        External:               as a going          to provide 
                                                       Market and credit       concern.            adequate and 
                                                        crisis;                                     sufficient 
                                                       Short term liquidity                        information 
                                                     freezes;                                    to the Company's 
                                                    Commercialisation                           external auditors. 
                                                                               Brexit. 
                                                                                                  Robust capital 
                                                      Covid 19                                    and liquidity 
                                                                                                 levels in place 
                                                                                               alongside effective 
                                                                                                    accounting 
                                                                               Delays              systems and 
                                                                                in activity         controls. 
                                                                                          internally 
                                                                                        and externally 
                                                                             would lead          Large proportion 
                                                                            to consumption      of the development 
                                                                           of working          work is successfully 
                                                                                capital             complete. 
 
                                                                                                 Diversification 
                                                                                                   of suppliers 
                                                                                                   and partners 
                                                                                                 to meet delivery 
                                                                                                   of activity. 
                                                  ---------------------  ------------------  ---------------------- 
                                Regulatory             External:              Potential           Understanding 
                                 environment in         Changes in              to undermine        regulatory 
                                domestic power         legislation             microchip           environment 
                                market                 regarding domestic      boiler              and adapting 
                                                   power market.           product.            system accordingly. 
                                                  ---------------------  ------------------  ---------------------- 
                                 Product Risk           Internal:              Potential           Testing of 
                                                         Failure to develop      for significant     product 
                                                      commercial product.     financial           Certification. 
                                                                              loss.               Understanding 
                                                                                                 of market place 
                                                                                                 and competition. 
                                                  ---------------------  ------------------  ---------------------- 
 
 
                                              The above matrix is kept up to date and regularly 
                                                reviewed as changes arise in order to mitigate 
                                                                    risks. 
                         ------------------------------------------------------------------------------------------ 
 
                          5) Maintain         This section does not comply with the requirements 
                            the board as        of the QCA Code as the board composition does 
                             a                   not include a Non-Executive Chairman and two 
                                       well-functioning    Non-Executive Directors. 
                                                       and balanced 
                         team led by         At the date of this publication the Board comprises 
                           the chair           of the Chairman (John Gunn), the Chief Financial 
                                                 Officer (Nilesh Jagatia) and the independent 
                                                Non-Executive Director (Paul Needley). Further 
                                                 detail about the skills and capabilities of 
                                                 these directors are set out in principle six 
                                                                    below. 
 
                                             The letter of appointment of the Company's Directors 
                                                and Secretary are available for inspection at 
                                              the Company's registered office and all directors 
                                                are subject to re-election at intervals of no 
                                                            more than three years. 
 
                                            The Board is responsible for strategy and performance 
                                                 of major capital projects and the framework 
                                               of internal controls. All directors have access 
                                                 to seek independent advice should they feel 
                                           that their knowledge of the given task is insufficient. 
                                                There is a clear balance between the executive 
                                                   director and the non-executive director. 
 
                                              Furthermore, the directors liaise with the Company 
                                                Secretary (Nilesh Jagatia), who is responsible 
                                                 for compliance with the Board procedures and 
                                              that applicable rules and regulations are complied 
                                                                    with. 
 
                                               The Board meets quarterly. The Board established 
                                                the following committees; Audit Committee and 
                                             Remuneration Committee. All Directors are encouraged 
                                               to participate and attend meetings on a regular 
                                                basis and the attendance is closely monitored. 
 
                                                 Despite the QCA recommendation of having two 
                                                 independent directors INSP has opted to have 
                                                 only one non-executive director and a joint 
                                              role of Chief Executive Director and the Chairman 
                                                 as they feel that this is appropriate to the 
                                               current size and complexity of the organisation. 
                                                INSP is still in the R&D phase of its business 
                                             cycle and therefore relies on a team of consultants 
                                               in developing the product. Following conclusion 
                                            of this process, certification is managed externally, 
                                                and then commercial trials would commence. As 
                                                such the role of the Board, at this stage, is 
                                                to oversee this process, review strategy, hold 
                                             high level discussions regarding possible commercial 
                                                 trials and ensure adequate funding. As such, 
                                                the current Board is deemed sufficient. As and 
                                                 when the business develops beyond this stage 
                                                the Board will review its requirements at this 
                                               stage. The Group is actively looking to appoint 
                                               an additional non-executive director to provide 
                                                 a balance of the non-executive directors and 
                                                          executives as per the QCA. 
                         ------------------------------------------------------------------------------------------ 
 
                             6) Directors        This section complies with the requirements 
                                           experience,         of the QCA Code. 
                                                        skills and 
                                       capabilities        The Chairman: John Gunn 
                                                 Mr Gunn is the founder of INSP and a 20.1% ( 
                                               Direct and indirect) shareholder of the Company. 
                                              Mr Gunn is also the managing director and majority 
                                                 shareholder of Global Investment Strategy UK 
                                               Limited and a majority shareholder of Octagonal 
                                                 Plc. With a career spanning over 30 years in 
                                                the financial services industry, Mr Gunn began 
                                               his career in 1987 at Hoare Govett and has since 
                                               worked at Carr Sheppards Limited, Assicurazioni 
                                                 Generali S.p.A. and Williams de Broe, where 
                                                he was a senior investment manager until 2002. 
 
                                                   Chief Financial Officer: Nilesh Jagatia 
                                               Mr Jagatia currently serves as Finance Director 
                                                 at INSP and also currently holds the Finance 
                                                 Director position with a Financial Services 
                                                 group Octagonal Ltd and AIM quoted 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 ( resigned 
                                                                   13.2.23) 
                                               Mr Samaha is a Chartered Accountant (Australia) 
                                               who has over 20 years' experience in accounting 
                                                 and corporate finance. Mr Samaha has worked 
                                               for over 10 years with international accounting 
                                                 firms, including Ernst & Young, principally 
                                             in corporate finance, and mergers and acquisitions. 
                                                He has extensive experience in the listing and 
                                             management of AIM quoted companies and is currently 
                                              Executive Director of AIM traded Reabold Resources 
                                                                     Plc. 
 
                                                In addition to the Board directors above INSP 
                                               uses Beaumont Cornish Limited as their nominated 
                                                adviser (NOMAD), Hill Dickinson LLP to assist 
                                                with legal and regulatory matters and FTB ITC 
                                                   Services Ltd to support the IT systems. 
 
                                               Non-Executive Director: Paul Needley ( Appointed 
                                                                   13.2.23) 
                                                 Paul is an experienced Managing Director and 
                                             Chartered Engineer with a proven record of building 
                                                a company based on strong values, reliability, 
                                                and loyalty to clients, employees and the gas, 
                                               oil and renewable appliance industries in which 
                                                 it operates. Paul is currently the Managing 
                                              Director of Enertek International Ltd ("Enertek"), 
                                               one of the UK's largest independent engineering 
                                                R&D consultancies specialising in the design, 
                                              development and certification of energy consuming 
                                           products. Enertek's clients include major multinational 
                                            corporations and government bodies, SME's, independent 
                                                 organisations and sole traders. The company 
                                             operates as an extension or alternative to in-house 
                                                R&D departments and specialises in the design 
                                                for manufacture, development and certification 
                                                 of products. The company operates worldwide, 
                                              hence Paul as a good insight into the feasibility, 
                                             development, commercialisation and productionisation 
                                                 of new products and technologies. Paul is a 
                                               Chartered Engineer, a Fellow of the Institution 
                                                 of Mechanical Engineers and a Fellow of the 
                                                              Energy Institute. 
                         ------------------------------------------------------------------------------------------ 
 
                              7) Evaluation      This section complies with the requirements 
                                            of the Board's     of the QCA Code. 
                                                        performance 
                                                 INSP is fully committed to uphold Directors' 
                                                 independence and to regularly evaluate their 
                                                                 performance. 
 
                                                Where appropriate, INSP sets targets which the 
                                                Directors have to adhere to. Each Director is 
                                                 assigned with an individual target which is 
                                                linked to the corporate and financial targets 
                                                of the Group. Career support, development and 
                                                training may also be provided to the Directors 
                                                               where necessary. 
                         ------------------------------------------------------------------------------------------ 
 
                             8) Promoting        This section complies with the requirements 
                                           corporate           of the QCA Code. 
                                                         culture, 
                             ethical values      INSP is committed to ethical conduct and to 
                            and behaviours      the governance structures that ensure that the 
                                                 Group delivers long term value and earns the 
                                                 trust of its shareholders. The shareholders 
                                                are encouraged at General Meetings to express 
                                                 their views and expectations in an open and 
                                                             respectful dialogue. 
 
                                                 The Board is fully aware that their conduct 
                                                impacts the corporate culture of the Group as 
                                                 a whole and that this will impact the future 
                                                 performance of the Group. The Directors are 
                                              invited to provide an open comprehensive dialogue 
                                                 and constructive feedback to the employees, 
                                                 and to promote ethical values and behaviours 
                                                              within the Group. 
 
                                               INSP also believes that doing business honestly, 
                                                 ethically and with integrity helps to build 
                                             long-term, trusting relationship with our employees, 
                                               customers, suppliers and stakeholders. Our Code 
                                                 of business Conduct means that our employees 
                                              understand that we pride ourselves in high ethical 
                                                standards. INSP has zero tolerance for bribery 
                                                     and corruption among our employees. 
                         ------------------------------------------------------------------------------------------ 
 
                            9) Maintenance          This section complies with the requirements 
                                         of governance           of the QCA Code. 
                                                      structures and 
                        processes to            The Board is responsible for the ultimate decision 
                           support good            making, the structures and processes adopted 
                           decision making         by INSP. The Board is headed by the Chairman. 
                          by the board            In order to comply with the Companies Act 2006 
                                                   or QCA code the Board recognises that it must 
                                                   comply with the following principles set out 
                                                                    by the Act: 
 
                                                    *    duty to exercise independent judgement; 
 
 
                                                *    duty to exercise reasonable care, skill and due 
                                                                       diligence; 
 
 
                                                     *    duty to avoid conflicts of interest; 
 
 
                                              *    duty not to accept benefits from third parties; and 
 
 
                                             *    duty to declare interest in a proposed transaction or 
                                                                      arrangement. 
 
 
 
                                                    The Chairman is responsible for leading the 
                                                    Board, sets the agenda and ensures it is an 
                                                effecting working group at the head of the Company. 
                                                  The Chairman is also responsible for promoting 
                                                 a culture of openness and effective communication 
                                                  with shareholders and to ensure that all board 
                                              members receive accurate, timely and clear information. 
 
                                                    The Executive Directors are responsible for 
                                                  day to day running of the Company and effective 
                                                communications with the Board and the Shareholders. 
                                                   They represent the Company to ensure quality 
                                                   of information provision, they challenge and 
                                                  monitor performance of the teams, and they set 
                                                    business plans and targets for the Company. 
 
                                                Non-Executive Director: INSP has one Non-Executive 
                                                   Director who is an independent director. This 
                                                    is to reinforce the Group's commitment to a 
                                                  transparent and effective governance structure 
                                                  which encourages and provides ample opportunity 
                                                 for challenge and deliberation. The Non-Executive 
                                               Director's objective is to scrutinise the performance 
                                                   of the Board and senior management as well as 
                                                to monitor performance, agree goals and objectives. 
                                                   They will satisfy themselves on the integrity 
                                                    of financial information and that financial 
                                                    controls and systems of risk management are 
                                                   robust and fit for purpose. The Non-Executive 
                                              Director is also closely working with the Remuneration 
                                                 Committee as they are responsible for determining 
                                                  appropriate levels of remuneration of Executive 
                                                   Directors and have a prime role in appointing 
                                                           / removing senior management. 
 
                                                 The Company established the following committees 
                                                  to help with processes, structures and support 
                                                        good decision making by the Board. 
 
                                                  Audit Committee - The Audit Committee consists 
                                                 of Paul Needley and 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 
                                                    consists of Paul Needley and 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    This section complies with the requirements 
                                           communication       of the QCA Code. 
 
                                                 The Company recognises that its shareholders 
                                               are imperative for future growth and prosperity 
                                                 of the Company. The Shareholders are treated 
                                                 equally both in relation to participation at 
                                               meetings and in the exercising of voting rights. 
                                                 INSP's shareholders are encouraged to attend 
                                                 the annual general meetings and the Company 
                                                provides regulatory news updates and any other 
                                              matters the Board feels fit. The Company maintains 
                                       the following website https://www.inspirit-energy.com/investors 
                                                           for investor relations. 
                         ------------------------------------------------------------------------------------------ 
 

INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF INSPIRIT ENERGY HOLDINGS PLC

FOR THE YEARED 30 June 2023

Opinion

We have audited the financial statements of Inspirit Energy Holdings Plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2023 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated and Company Statements of Changes in Equity, the Consolidated and Company Statements of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In our opinion:

-- the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 30 June 2023 and of the group's loss for the year then ended;

-- the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;

-- the parent company financial statements have been properly prepared in accordance with UK-adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and

-- the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Material uncertainty related to going concern

We draw attention to note 2 in the financial statements, which indicates that the group incurred a loss of GBP260k during the year ended 30 June 2023, the group's current liabilities exceeded its current assets by GBP786k at that date and that the group and company are reliant on raising further finance in the next 12 months in order to fund forecasted expenditure over this period. As stated in note 2, these events or conditions, along with the other matters as set forth in note 2, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the company's ability to continue to adopt the going concern basis of accounting included reviewing and challenging cashflow forecasts, and related key assumptions, prepared by management covering the going concern period, discussing their strategies regarding future fund raises and assessing the likelihood of the required funds being successfully raised by considering the funds required and the group and company's ability to raise such funds.

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

Our application of materiality

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

Materiality for the consolidated financial statements was set as GBP66,000 (2022: GBP79,000) based upon net assets. Materiality has been based upon net assets which we determined, in our professional judgement, to be the key principal benchmark relevant to members of the parent company in assessing the financial performance of the group due to the number of risks identified relating to assets within the Consolidated Statement of Financial Position and the relative size of gross assets, liabilities and equity compared to the Consolidated Statement of Comprehensive Income. Performance materiality and the triviality threshold for the consolidated financial statements was set at GBP50,000 (2022: GBP63,200) and GBP1,000 (2022: GBP3,950) respectively given our accumulated knowledge of the group, the number of risks identified and the assessed risk level.

Materiality for the parent company was set as GBP50,000 (2022: GBP64,000) based upon net assets. Net assets was considered to be an appropriate basis due to the fact that the parent company is non-revenue earning and holds significant material balances through investments in its subsidiaries and other assets and cash held. Performance materiality and the triviality threshold for the parent company was set at GBP37,000 (2022: GBP51,200) and GBP1,000 (2022: GBP3,200) respectively given our accumulated knowledge of the group, the number of risks identified and the assessed risk level.

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

Our approach to the audit

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

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

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern section we have determined the matters described below to be the key audit matters to be communicated in our report.

 
 Key Audit Matter                         How our scope addressed this 
                                           matter 
 Carrying value of Intangible 
  Assets 
                                         ============================================================== 
 Carrying value of intangible              Our work in this area included: 
  assets of GBP3.1m (2022: GBP3m).           *    Obtaining management's assessment of impairment and 
  Refer to Note 4: Critical Accounting            reviewing and challenging the key estimates and 
  Estimates.                                      judgements used therein; 
 
  Intangible Assets is the largest 
  asset within the financial statements      *    Performing sensitivity analysis on the key areas of 
  and represents the asset (development           estimation/judgement and verifying to supporting 
  of its Stirling technology)                     documentation where possible including benchmarking 
  from which, if successful, the                  against companies in the same industry; 
  group will generate revenue. 
 
  There is a risk that the development       *    Substantive testing of the additions to intangible 
  costs capitalised during the                    assets to ensure they are eligible to be capitalised 
  year do not meet the recognition                under IAS 38; and 
  criteria of IAS 38 Intangible 
  Assets . 
                                             *    Reviewing disclosures in the financial statements to 
  Since the Group are still in                    ensure compliance with IFRS. 
  the process of developing their 
  technology and have not yet 
  begun generating revenue from 
  said technology, there is also            The positive developments in 
  the risk that the carrying value          the year with respect to the 
  of the intangible asset is impaired.      application of the Stirling technology 
                                            to the marine industry demonstrated 
                                            the commercial potential of Inspirit's 
                                            technology and thus indicate 
                                            that the capitalised development 
                                            costs as at 30 June 2023 are 
                                            materially recoverable. 
                                            Successful commercialisation 
                                            of the group's Stirling technology 
                                            is reliant on project completion, 
                                            the availability of sufficient 
                                            funds (see the "Material uncertainty 
                                            related to going concern" section 
                                            above for our conclusion in respect 
                                            of the directors' use of the 
                                            going concern basis of accounting 
                                            in the preparation of the financial 
                                            statements) and the required 
                                            regulatory approvals being obtained. 
                                            It is drawn to the users' attention 
                                            that none of these matters are 
                                            certain. Failure to achieve the 
                                            above may result in an impairment 
                                            to the assets capitalised. 
                                         ============================================================== 
 Carrying Value of Investment 
  in Subsidiaries 
                                         ============================================================== 
 Carrying value of investment              Our work in this area included: 
  in subsidiaries of GBP2.4m (2022:          *    Obtaining the directors' assessment of impairment and 
  GBP2.4m). Refer to Note 4: Critical             reviewing and challenging the key estimates and 
  Accounting Estimates.                           judgements used therein; and 
 
  Investments in subsidiaries 
  is the largest asset within                *    Performing sensitivity analysis on the key areas of 
  the Parent Company's Statement                  estimation/judgement and verifying to supporting 
  of Financial Position and represents            documentation where possible including benchmarking 
  its investment in the subsidiary                against companies in the same industry. 
  whose principal activity is 
  the development of its Stirling 
  technology from which, if successful, 
  the group will generate revenue.          The positive developments in 
                                            the year with respect to the 
  There is the risk that the                application of the Stirling technology 
  carrying value of the investment          to the marine industries demonstrated 
  in subsidiary is impaired since           the commercial potential of Inspirit's 
  the subsidiary is loss making             technology and thus indicate 
  and has yet to become revenue             that the investment in the subsidiary, 
  generating.                               the entity conducting said development, 
                                            as at 30 June 2023 is materially 
                                            recoverable. 
                                            Successful commercialisation 
                                            of the group's Stirling technology 
                                            is reliant on project completion, 
                                            the availability of sufficient 
                                            funds (see the "Material uncertainty 
                                            related to going concern" section 
                                            above for our conclusion in respect 
                                            of the directors' use of the 
                                            going concern basis of accounting 
                                            in the preparation of the financial 
                                            statements) and the required 
                                            regulatory approvals being obtained. 
                                            It is drawn to the users' attention 
                                            that none of these matters is 
                                            certain. Failure to achieve the 
                                            above may result in an impairment 
                                            to the carrying value of investments. 
                                         ============================================================== 
 

Other Matter

The financial statements of Inspirit Energy Holdings plc for the period ended 30 June 2022, were audited by another auditor who expressed an unmodified opinion on those statements on 05 January 2023

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

-- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-- the parent company financial statements are not in agreement with the accounting records and returns; or

   --      certain disclosures of directors' remuneration specified by law are not made; or 
   --      we have not received all the information and explanations we require for our audit. 

Responsibilities of directors

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

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

Auditor's responsibilities for the audit of the financial statements

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

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

-- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

-- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company's operating sector;

-- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group and the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

-- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

-- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the group's and the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

-- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

-- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations

To address the risk of fraud through management bias and override of controls, we:

   --      performed analytical procedures to identify any unusual or unexpected relationships; 
   --      tested journal entries to identify unusual transactions; 

-- assessed whether judgements and assumptions made in determining the accounting estimates set out in the financial statements were indicative of potential bias; and

   --      investigated the rationale behind significant or unusual transactions. 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

   --      agreeing financial statement disclosures to underlying supporting documentation; 
   --      reading the minutes of meetings of those charged with governance; 
   --      enquiring of management as to actual and potential litigation and claims; and 

-- reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the company's legal advisors.

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

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Suraj Shah BFP ACA FCCA (Senior Statutory Auditor)

for and on behalf of BBK Partnership

Chartered Accountants

& Statutory Auditors

1 Beauchamp Court

10 Victors Way

Barnet

Hertfordshire

EN5 5TZ

Date: .............................................

GROUP STATEMENT OF COMPREHENSIVE INCOME FOR

THE YEARED 30 JUNE 2023

 
                                                 2023       2022 
                                     Note     GBP'000    GBP'000 
----------------------------------  -----  ----------  --------- 
 CONTINUING OPERATIONS: 
 Administrative expenses              7         (303)      (329) 
 OPERATING LOSS                                 (303)      (329) 
 LOSS BEFORE INCOME TAX                         (303)      (329) 
 Income tax credit                    8            43         96 
----------------------------------  -----  ----------  --------- 
 NET LOSS AND TOTAL COMPREHENSIVE 
  INCOME LOSS FOR THE YEAR 
  ATTRIBUTABLE TO THE OWNERS 
  OF THE PARENT                                 (260)      (233) 
----------------------------------  -----  ----------  --------- 
 EARNINGS PER SHARE 
 - Basic and diluted earnings 
  per share                           9      (0.006p)   (0.005p) 
 (attributable to owners 
  of the parent) 
----------------------------------  -----  ----------  --------- 
 
 

STATEMENT OF FINANCIAL POSITION FOR THE YEARED 30 JUNE 2023

 
                                       GROUP              COMPANY 
                                     --------  --------  ---------  --------- 
                                         2023      2022       2023       2022 
                               Note   GBP'000   GBP'000    GBP'000    GBP'000 
----------------------------  -----  --------  --------  ---------  --------- 
 NON-CURRENT ASSETS 
 Intangible assets              10      3,167     2,998          -          - 
 Property, plant 
  and equipment                 11         21        25          1          1 
 Investment in subsidiaries     12          -         -      2,440      2,440 
                                        3,188     3,023      2,441      2,441 
----------------------------  -----  --------  --------  ---------  --------- 
 CURRENT ASSETS 
 Trade and other 
  receivables                   13         52       107          5          6 
 Cash and cash equivalents      14         51       160          -        158 
----------------------------  -----  --------  --------  ---------  --------- 
                                          103       267          5        164 
----------------------------  -----  --------  --------  ---------  --------- 
 TOTAL ASSETS                           3,291     3,290      2,446      2,605 
----------------------------  -----  --------  --------  ---------  --------- 
 EQUITY ATTRIBUTABLE 
  TO OWNERS OF THE 
  PARENT 
 Share capital                  15      2,104     2,103      2,104      2,103 
 Share premium                  15      9,787     9,783      9,787      9,783 
 Merger reserve                         3,150     3,150      3,150      3,150 
 Other reserves                             3         3          3          3 
 Reverse acquisition 
  reserve                             (7,361)   (7,361)          -          - 
 Retained losses                      (5,281)   (5,021)   (13,439)   (12,994) 
----------------------------  -----  --------  --------  ---------  --------- 
 TOTAL EQUITY                           2,402     2,657      1,605      2,045 
----------------------------  -----  --------  --------  ---------  --------- 
 
 CURRENT LIABILITIES 
 Trade and other 
  payables                      17        726       533        676        460 
 Borrowings                     18        163       100        163        100 
----------------------------  -----  --------  --------  ---------  --------- 
                                          889       633        840        560 
 TOTAL LIABILITIES                        889       633        840        560 
----------------------------  -----  --------  --------  ---------  --------- 
 TOTAL EQUITY AND 
  LIABILITIES                           3,291     3,290      2,445      2,605 
----------------------------  -----  --------  --------  ---------  --------- 
 

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 GBP444,642 (2022: loss of GBP531,000).

These Financial Statements were approved by the Board of Directors on 22 December 2023 and were signed on its behalf by

N Jagatia

Director

GROUP STATEMENT OF CHANGES IN EQUITY

 
                        Attributable to the owners of the parent 
                       ------------------------------------------------------------------------------- 
                           Share   Share      Other       Merger     Reverse        Retained   Total 
                         capital    premium    reserves    reserve    acquisition     losses    Equity 
                                                                      reserve 
                         GBP'000    GBP'000     GBP'000    GBP'000        GBP'000    GBP'000   GBP'000 
---------------------  ---------  ---------  ----------  ---------  -------------  ---------  -------- 
 
 BALANCE AT 30 
  June 2021                2,103      9,783           3      3,150        (7,361)    (4,788)     2,890 
---------------------  ---------  ---------  ----------  ---------  -------------  ---------  -------- 
 Loss for the year             -          -           -          -              -      (233)     (233) 
                                                                                              -------- 
 TOTAL COMPREHENSIVE 
  INCOME FOR THE 
  YEAR                         -          -           -          -              -      (233)     (233) 
---------------------  ---------  ---------  ----------  ---------  -------------  ---------  -------- 
 BALANCE AT 30 
  June 2022                2,103      9,783           3      3,150        (7,361)    (5,021)     2,657 
---------------------  ---------  ---------  ----------  ---------  -------------  ---------  -------- 
 TOTAL COMPREHENSIVE 
  INCOME FOR THE 
  YEAR                         -          -           -          -              -      (260)     (260) 
---------------------  ---------  ---------  ----------  ---------  -------------  ---------  -------- 
 Share issues                  1          4           -          -              -          -         5 
---------------------  ---------  ---------  ----------  ---------  -------------  ---------  -------- 
 TRANSACTIONS WITH 
  OWNERS RECOGNISED 
  DIRECTLY IN EQUITY           1          4           -          -              -          -         5 
---------------------  ---------  ---------  ----------  ---------  -------------  ---------  -------- 
 BALANCE AT 30 
  June 2023                2,104      9,787           3      3,150        (7,361)    (5,281)     2,402 
---------------------  ---------  ---------  ----------  ---------  -------------  ---------  -------- 
 

COMPANY STATEMENT OF CHANGES IN EQUITY

 
                                      Attributable to equity shareholders 
                       ---------------------------------------------------------------- 
                           Share      Share     Merger       Other   Retained     Total 
                         capital    premium    Reserve    reserves     losses    Equity 
                         GBP'000    GBP'000                GBP'000    GBP'000   GBP'000 
---------------------  ---------  ---------  ---------  ----------  ---------  -------- 
 
 BALANCE AT 30 
  June 2021                2,103      9,783      3,150           3   (12,463)     2,576 
---------------------  ---------  ---------  ---------  ----------  ---------  -------- 
 Loss for the year             -          -          -           -      (531)     (531) 
                                  --------- 
 TOTAL COMPREHENSIVE 
  INCOME FOR THE 
  YEAR                         -          -          -           -      (531)     (531) 
---------------------  ---------  ---------  ---------  ----------  ---------  -------- 
 BALANCE AT 30 
  June 2022                2,103      9,783      3,150           3   (12,994)     2,045 
---------------------  ---------  ---------  ---------  ----------  ---------  -------- 
 TOTAL COMPREHENSIVE 
  INCOME FOR THE 
  YEAR                         -          -          -           -      (445)     (445) 
---------------------  ---------  ---------  ---------  ----------  ---------  -------- 
 Share issue costs             1          4          -           -                    5 
 TRANSACTIONS WITH 
  OWNERS RECOGNISED 
  DIRECTLY IN EQUITY           1          4          -           -          -         5 
---------------------  ---------  ---------  ---------  ----------  ---------  -------- 
 BALANCE AT 30 
  June 2023                2,104      9,787      3,150           3   (13,439)     1,605 
---------------------  ---------  ---------  ---------  ----------  ---------  -------- 
 

STATEMENT OF CASH FLOWS FOR THE YEARED 30 JUNE 2023

 
                                                                GROUP        GROUP       COMPANY       COMPANY 
                                                                   2023         2022         2023           2022 
                                                     Note       GBP'000      GBP'000      GBP'000        GBP'000 
                          ------------------------  ------  -----------  -----------   ----------  ------------- 
                           CASH FLOWS FROM 
                            OPERATING ACTIVITIES 
                           Loss after tax                         (260)        (233)        (445)          (531) 
                           Depreciation                               4            5            -              - 
                           Interco loan provision                     -            -          211            258 
                           Tax credit                              (43)         (96)            -              - 
                           Decrease/(increase) 
                            in trade and other 
                            receivables                              55            3            2              2 
                           Increase in trade 
                            and other payables                      193          121          217            133 
                           Tax received                              43           24            -              - 
 
                           NET CASH USED IN 
                            OPERATING ACTIVITIES                    (8)        (176)         (16)          (138) 
                           CASH FLOWS FROM 
                            INVESTING ACTIVITIES 
                           Development costs                      (169)        (225)            -              - 
                           Purchase of tangible                       -            -            -              - 
                            fixed assets 
                           Increase in loan 
                            to subsidiary                             -            -        (211)          (258) 
 
                           NET CASH USED IN 
                            INVESTING ACTIVITIES                  (169)        (225)        (211)          (258) 
                          ------------------------  ------  -----------  -----------   ----------  ------------- 
                           CASH FLOWS FROM 
                            FINANCING ACTIVITIES 
                           Increase in debt                          63                        63 
                           Share issued for 
                            financing                                 5            -            5              - 
                          ------------------------  ------  -----------  -----------   ----------  ------------- 
                           NET CASH GENERATED 
                            FROM FINANCING 
                            ACTIVITIES                               68            -           68              - 
                          ------------------------  ------  -----------  -----------   ----------  ------------- 
                           NET INCREASE IN 
                            CASH AND CASH 
                            EQUIVALENTS                           (109)        (401)        (158)          (396) 
                           Cash and cash 
                            equivalents 
                            at the beginning 
                            of the year                             160          561          158            554 
 
                           CASH AND CASH 
                            EQUIVALENTS 
                            AT THE OF THE 
                            YEAR                      14             51          160          (0)            158 
                          ------------------------  ------  -----------  -----------   ----------  ------------- 
 
 
 
 
 
 
                  1                     NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARED 30 
                                        JUNE 2023 
 
                                        GENERAL INFORMATION 
     The principal activity of Inspirit Energy Holdings plc during 
      the period was that of developing and commercialising the 
      mCHP boiler and in the prior year started to refocus its 
      expertise in the application of the Stirling engine technology 
      in different sectors including Marine and Waste Heat Recovery. 
      These financial statements show the consolidated results 
      of the Group for the year ended 30 June 2023 together with 
      the comparative results for the year ended 30 June 2022. 
      Inspirit Energy Holdings plc is a company incorporated and 
      domiciled in England and Wales and quoted on the Alternative 
      Investment Market of the London Stock Exchange. The address 
      of its registered office is 200 Aldersgate Street, London, 
      EC1A 4HD. 
                2         SUMMARY OF SIGNIFICANT A CCOUNTING POLICIES 
     The principal accounting policies adopted in the preparation 
      of these financial statements are set out below. These policies 
      have been consistently applied to all the periods presented, 
      unless otherwise stated. 
                      BASIS OF PREPARATION 
     The financial statements have been prepared in accordance 
      with UK-adopted International Accounting Standards and with 
      the Companies Act 2006 applicable to companies reporting 
      under IFRS . 
      The financial statements have been prepared under the historical 
      cost convention and are presented in GBP Pound Sterling, 
      rounded to the nearest GBP1,000. 
      The preparation of financial statements in conformity with 
      IFRS requires the use of certain critical accounting estimates. 
      It also requires management to exercise its judgement in 
      the process of applying the Group's and Company's accounting 
      policies. The areas involving a higher degree of judgement 
      or complexity, or areas where assumptions and estimates 
      are significant to the financial statements are disclosed 
      in Note 4. 
     GOING CONCERN 
      As at 30 June 2023 the Group had a cash balance of GBP51,000 
      (2022: GBP160,000), net current liabilities of GBP786,000 
      (2022: net current assets of GBP366,000) and net assets 
      of GBP2,402,000 (2022: GBP2,657,000). The Group has maintained 
      its core spend during the year whilst still managing to 
      move its projects forward and post year end secured a $250,000 
      loan facility and raised GBP200,000 cash from a placing 
      in November 2023. There can be no assurance that the Group's 
      projects will become fully developed and reach commercialisation 
      nor that there will be sufficient cash resources available 
      to the Group to do so. 
      The Directors have reviewed a detailed forecast based on 
      the funds expected to be raised and forecasted expenditure. 
      Having made due and careful enquiry, the Directors acknowledge 
      that funds will need to be raised within the next 12 months 
      to enable the Group to meets its obligations as they fall 
      due, however, the Directors are confident that the required 
      funds will successfully be raised through the issue of equity 
      and/or debt to fund its operations over the next 12 months. 
      The Directors, therefore, have made an informed judgement, 
      at the time of approving financial statements, that the 
      Group is a going concern but they acknowledge that the dependence 
      on raising further funds during the next 12 months represents 
      a material uncertainty. The Auditors have made reference 
      to going concern by way of a material uncertainty. 
                           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 2023. 
                            Subsidiaries are entities over which the Group has control. 
                            The Group controls an entity when it is exposed to, or has 
                            rights to, variable returns from its involvement with the 
                            entity and has the ability to affect those returns through 
                            its power over the entity. The Group obtains and exercises 
                            control through voting rights. The existence and effect of 
                            potential voting rights that are currently exercisable or 
                            convertible are considered when assessing whether the company 
                            controls another entity. 
                            The cost of acquisition is measured as the fair value of 
                            the assets acquired, equity instruments issued and liabilities 
                            incurred or assumed at the date of exchange. Acquisition 
                            related costs are expensed as incurred. Intercompany transactions, 
                            balances and unrealised gains on transactions between Group 
                            companies are eliminated. Profits and losses resulting from 
                            inter-company transactions that are recognised in assets 
                            are also eliminated. Accounting policies of subsidiaries 
                            have been changed where necessary to ensure consistency with 
                            the policies adopted by the Group. 
                            Where necessary, adjustments are made to the financial statements 
                            of subsidiaries to bring the accounting policies used into 
                            line with those used by the Group. 
                           STATEMENT OF COMPLIANCE 
                           The new and amended standards and interpretations which were 
                            applied for the first time in the annual reporting period 
                            commenting 1 July 2021 have not had a material effect on 
                            the Group and Company financial statements. 
                            NEW STANDARDS, AMMENTS AND INTERPRETATIONS NOT YET ADOPTED 
                            The standards, amendments and interpretations which are in 
                            issue but not yet mandatorily effective are not expected 
                            to have a material effect on the Group or Company financial 
                            statements. 
                           SEGMENTAL REPORTING 
                            Developing and commercialising the mCHP boiler and its related 
                            technology is the only activity in which the Group is engaged 
                            and is therefore considered as the only operating / reportable 
                            segment. The Group currently only operates in the UK. The 
                            financial information therefore of the single segment is 
                            the same as that set out in the Group Statement of Comprehensive 
                            Income and Group Statement of Financial Position. 
                           CURRENT AND DEFERRED INCOME TAX 
                            The tax credit for the period comprises an estimated Research 
                            and Development taxation credit to be received in respect 
                            of Research and Development costs incurred during the year. 
                            Tax is recognised in the Statement of Comprehensive Income, 
                            except to the extent that it relates to items recognised 
                            directly in equity. In this case the tax is also recognised 
                            directly in other comprehensive income or directly in equity, 
                            respectively. 
                            Deferred tax is recognised on differences between the carrying 
                            amounts of assets and liabilities in the financial statements 
                            and the corresponding tax bases used in the computation of 
                            taxable profit and is accounted for using the balance sheet 
                            liability method. Deferred tax liabilities are generally 
                            recognised for all taxable temporary differences and deferred 
                            tax assets are recognised to the extent that it is probable 
                            that taxable profits will be available against which deductible 
                            temporary differences can be utilised. Such assets and liabilities 
                            are not recognised if the temporary difference arises from 
                            initial recognition of goodwill or from the initial recognition 
                            (other than in a business combination) of other assets and 
                            liabilities in a transaction that affects neither the taxable 
                            profit nor the accounting profit. 
                            Deferred tax liabilities are recognised for taxable temporary 
                            differences arising on investments in subsidiaries and associates, 
                            and interests in joint ventures, except where the Company 
                            is able to control the reversal of the temporary difference 
                            and it is probable that the temporary difference will not 
                            reverse in the foreseeable future. 
                            The carrying amount of deferred tax assets is reviewed at 
                            each balance sheet date and reduced to the extent that it 
                            is no longer probable that sufficient taxable profits will 
                            be available to allow all or part of the asset to be recovered. 
                            Deferred tax is calculated at the tax rates that are expected 
                            to apply in the period when the liability is settled, or 
                            the asset realised. Deferred tax is charged or credited to 
                            profit or loss, except when it relates to items charged or 
                            credited directly to equity, in which case the deferred tax 
                            is also dealt with in equity. 
                            Deferred tax assets and liabilities are offset when there 
                            is a legally enforceable right to set off current tax assets 
                            against current tax liabilities and when they relate to income 
                            taxes levied by the same taxation authority and the Company 
                            intends to settle its current tax assets and liabilities 
                            on a net basis. 
                            The current income tax credit is calculated on the basis 
                            of the tax laws enacted or substantively enacted at the end 
                            of the reporting period in the countries where the Company's 
                            subsidiaries operate and generate taxable income. Management 
                            periodically evaluates positions taken in tax returns with 
                            respect to situations in which applicable tax regulation 
                            is subject to interpretation. It establishes provisions where 
                            appropriate on the basis of amounts expected to be paid to 
                            or recoverable from the tax authorities. 
                           FOREIGN CURRENCY TRANSLATION 
                            a) FUNCTIONAL AND PRESENTATION CURRENCY 
                            Items included in the Financial Statements of each of the 
                            Group's entities are measured using the currency of the primary 
                            economic environment in which the entity operates ("functional 
                            currency"). 
                            The consolidated Financial Statements are presented in Pounds 
                            Sterling (GBP), which is the Group's presentation and Company's 
                            functional currency. 
                            b) TRANSACTIONS AND BALANCES 
                            Foreign currency transactions are translated into the functional 
                            currency using the exchange rates prevailing at the dates 
                            of the transactions, or valuation where items are remeasured. 
                            Foreign exchange gains and losses resulting from the settlement 
                            of such transactions, and from the translation at year-end 
                            exchange rates of monetary assets and liabilities denominated 
                            in foreign currencies, are recognised the Statement of Comprehensive 
                            Income. 
                            Foreign exchange gains and losses relating to borrowings 
                            and cash and cash equivalents are presented in the Statement 
                            of Comprehensive Income within "Finance Income" or "Finance 
                            Costs". 
                                          PROPERTY, PLANT AND EQUIPMENT 
                                           Property, plant and equipment are stated at historical cost 
                                           less depreciation. Historical cost includes expenditure that 
                                           is directly attributable to the acquisition of the items. 
                                           Subsequent costs are included in the asset's carrying amount 
                                           or recognised as a separate asset, as appropriate, only when 
                                           it is probable that future economic benefits associated with 
                                           the item will flow to the Group and the cost of the item 
                                           can be measured reliably. The carrying amount of the replaced 
                                           part is derecognised. All other repairs and maintenance are 
                                           charged to the Statement of Comprehensive Income during the 
                                           financial period in which they are incurred. 
                                           Depreciation is calculated to allocate the cost of each class 
                                           of asset to their residual values over their estimated useful 
                                           lives, as follows: 
                                            *    Plant and Equipment - 15% reducing balance 
 
 
                                            *    Fixtures and Fittings - 20% reducing balance 
 
 
                                            *    Motor Vehicles - 5 years, straight line 
 
 
                                           The assets' residual values and useful lives are reviewed, 
                                           and adjusted if appropriate, at the end of each reporting 
                                           period. 
                                           An asset's carrying amount is written down immediately to 
                                           its recoverable amount if the asset's carrying amount is 
                                           greater than its estimated recoverable amount. 
                                           Gains and losses on disposals are determined by comparing 
                                           the proceeds with the carrying amount, and are recognised 
                                           within "Other (Losses)/Gains - Net" in the Statement of Comprehensive 
                                           Income. 
 
 
 
   INTANGIBLE ASSETS - DEVELOPMENT COSTS 
    Development costs relate to expenditure on the development 
    of the mCHP boiler technology and applications of the underlying 
    engine technology. 
        Development costs incurred on the project are capitalised 
         when all the following conditions are satisfied: 
          *    completion of the intangible asset is technically 
               feasible so that it will be available for use or 
               sale; 
 
 
          *    the Group intends to complete the intangible asset 
               and use or sell it; 
 
 
          *    the Group has the ability to use or sell the 
               intangible asset; 
 
 
          *    the intangible asset will generate probable future 
               economic benefits; 
 
 
          *    there are adequate technical, financial and other 
               resources to complete the development and to use or 
               sell the intangible asset; and 
 
 
          *    the expenditure attributable to the intangible asset 
               during its development can be measured reliably. 
 
 
 
         Directly attributable costs that are capitalised as part 
         of the product include any employee costs directly related 
         to the development of the asset and appropriate expenditure 
         which directly furthers the development of the project. 
         Other development expenditure that does not meet these criteria 
         is recognised as an expense as incurred. Development costs 
         previously recognised as an expense are not recognised as 
         an asset in a subsequent period. 
   IMPAIRMENT OF NON-FINANCIAL ASSETS 
    Assets that have an indefinite useful life, are not subject 
    to amortisation and are tested annually for impairment. An 
    impairment loss is recognised for the amount by which the 
    asset's carrying amount exceeds its recoverable amount. The 
    recoverable amount is the higher of an asset's fair value 
    less costs to sell and value in use. For the purposes of 
    assessing impairment, assets are grouped at the lowest levels 
    for which there are separately identifiable cash flows (cash-generating 
    units). Non-financial assets other than goodwill that suffered 
    an impairment are reviewed for possible reversal of the impairment 
    at each reporting date. See note 4 for more information on 
    the impairment assessment performed by management. 
 
 
   FINANCIAL ASSETS 
    a) CLASSIFICATION 
    The Group classifies its financial assets as loans and receivables. 
    The classification depends on the purpose for which the financial 
    assets were acquired. Management determines the classification 
    of its financial assets at initial recognition. 
    LOANS AND RECEIVABLES 
    Loans and receivables are non-derivative financial assets 
    with fixed or determinable payments that are not quoted in 
    an active market. They are included in current assets, except 
    for maturities greater than 12 months after the Statement 
    of Financial Position date. These are classified as non-current 
    assets. The Group's loans and receivables comprise trade 
    and other receivables and cash and cash equivalents in the 
    Statement of Financial Position. 
   b) RECOGNITION AND MEASUREMENT 
    Financial assets are initially measured at fair value plus 
    transactions costs. 
    Loans and receivables are subsequently carried at amortised 
    cost using the effective interest method, except for short 
    term receivables. 
             c) IMPAIRMENT OF FINANCIAL ASSETS 
              The Group assesses at the end of each reporting period whether 
              there is objective evidence that a financial asset, or a 
              group of financial assets, is impaired. A financial asset, 
              or a group of financial assets, is impaired, and impairment 
              losses are incurred, only if there is objective evidence 
              of impairment as a result of one or more events that occurred 
              after the initial recognition of the asset (a "loss event"), 
              and that loss event (or events) has an impact on the estimated 
              future cash flows of the financial asset, or group of financial 
              assets, that can be reliably estimated. 
              The criteria that the Group uses to determine that there 
              is objective evidence of an impairment loss include: 
               *    significant financial difficulty of the issuer or 
                    obligor; 
 
 
               *    a breach of contract, such as a default or 
                    delinquency in interest or principal repayments; 
 
 
               *    the disappearance of an active market for that 
                    financial asset because of financial difficulties; 
 
 
               *    observable data indicating that there is a measurable 
                    decrease in the estimated future cash flows from a 
                    portfolio of financial assets since the initial 
                    recognition of those assets, although the decrease 
                    cannot yet be identified with the individual 
                    financial assets in the portfolio; or 
 
 
               *    for assets classified as available-for-sale, a 
                    significant or prolonged decline in the fair value of 
                    the security below its cost. 
 
 
           ASSETS CARRIED AT AMORTISED COST 
            The amount of impairment is measured as the difference between 
            the asset's carrying amount and the present value of estimated 
            future cash flows (excluding future credit losses that have 
            not been incurred), discounted at the financial asset's original 
            effective interest rate. The asset's carrying amount is reduced, 
            and the loss is recognised in the Statement of Comprehensive 
            Income. As a practical expedient, the Group may measure impairment 
            on the basis of an instrument's fair value using an observable 
            market price. 
            If, in a subsequent period, the amount of the impairment 
            loss decreases and the decrease can be related objectively 
            to an event occurring after the impairment was recognised 
            (such as an improvement in the debtor's credit rating), the 
            reversal of the previously recognised impairment loss is 
            recognised in the Statement of Comprehensive Income. 
           CASH AND CASH EQUIVALENTS 
            In the consolidated Statement of Cash Flows, cash and cash 
            equivalents comprise cash in hand and deposits held at call 
            with bank. 
           FINANCIAL LIABILITIES 
            Financial liabilities are obligations to pay cash or other 
            financial assets and are recognised when the Group becomes 
            a party to the contractual provisions of the instruments. 
            Financial liabilities are initially measured at fair value, 
            net of transactions costs. They are subsequently measured 
            at amortised cost using the effective interest method. 
            Financial liabilities are derecognised when the Group or 
            Company's contractual obligations expire, are cancelled or 
            are discharged. 
 
           SHAREHOLDERS' EQUITY 
            Equity comprises the following: 
            -- "Share capital" represents the nominal value of equity 
            shares. 
             *    "Share premium" represents the excess over nominal 
                  value of the fair value of consideration received for 
                  equity shares, net of expenses of the share issue. 
 
 
            -- "Share option reserve" represents the cumulative cost 
            of share based payments. 
            -- "Merger reserve" and "Reverse Acquisition reserve" represents 
            historical reserves formed upon 
            previous Business Combinations entered into by the Company 
            that fall outside the scope of 
            IFRS 3. 
            -- "Retained losses" represents retained losses. 
 
 
 
   BORROWINGS 
    Borrowings are recognised initially at fair value, net of 
    transaction costs incurred. Borrowings are subsequently carried 
    at amortised cost; any difference between the proceeds (net 
    of transaction costs) and the redemption value is recognised 
    in the Statement of Comprehensive Income over the period 
    of the borrowings, using the effective interest method. 
    Borrowings are classified as current liabilities unless the 
    Group has an unconditional right to defer settlement of the 
    liability for at least 12 months after the end of the reporting 
    period. 
   BORROWINGS COSTS 
    Borrowing costs are recognised in profit or loss in the period 
    in which they are incurred. 
              SHARE BASED PAYMENTS 
               The Group operates equity-settled, share-based schemes, under 
               which it receives services from employees or third-party 
               suppliers as consideration for equity instruments (options 
               and warrants) of the Group. The Group may also issue warrants 
               to share subscribers as part of a share placing. The fair 
               value of the equity-settled share based payments is recognised 
               as an expense in the Statement of Comprehensive Income or 
               charged to equity depending on the nature of the service 
               provided or instrument issued. The total amount to be expensed 
               or charged is determined by reference to the fair value of 
               the options granted: 
 
                *    including any market performance conditions; 
 
 
                *    excluding the impact of any service and non-market 
                     performance vesting conditions (for example, 
                     profitability or sales growth targets, or remaining 
                     an employee of the entity over a specified time 
                     period); and 
 
 
                *    including the impact of any non-vesting conditions 
                     (for example, the requirement for employees to save). 
 
 
 
               In the case of warrants the amount charged to equity is determined 
               by reference to the fair value of the services received if 
               available. If the fair value of the services received is 
               not determinable, the warrants are valued by reference to 
               the fair value of the warrants granted as described previously. 
               Non-market vesting conditions are included in assumptions 
               about the number of options or warrants that are expected 
               to vest. The total expense or charge is recognised over the 
               vesting period, which is the period over which all of the 
               specified vesting conditions are to be satisfied. At the 
               end of each reporting period, the entity revises its estimates 
               of the number of options that are expected to vest based 
               on the non-market vesting conditions. It recognises the impact 
               of the revision to original estimates, if any, in the Statement 
               of 
               Comprehensive Income or equity as appropriate, with a corresponding 
               adjustment to a separate reserve in equity. 
               When the options are exercised, the Company issues new shares. 
               The proceeds received, net of any directly attributable transaction 
               costs, are credited to share capital (nominal value) and 
               share premium. 
 
 
  3     FINANCIAL RISK MANAGEMENT 
         The Group is exposed to a variety of financial risks which 
         result from both its operating and investing activities. The 
         Group's risk management is coordinated by the Board of Directors 
         and focuses on actively securing the Group's short to medium 
         term cash flows by minimising the exposure to financial markets. 
         The main risks the Group is exposed to through its financial 
         instruments are market risk (including market price risk), 
         credit risk and liquidity risk. 
        MARKET PRICE RISK 
         The Group's exposure to market price risk mainly arises from 
         potential movements in the pricing of its products. The Group 
         manages this price risk within its long-term strategy to grow 
         the business and maximise shareholder return. 
        CREDIT RISK 
         The Group's financial instruments that are subject to credit 
         risk are cash and cash equivalents and loans and receivables. 
         The credit risk for cash and cash equivalents is considered 
         negligible since the counterparties are reputable financial 
         institutions. 
         The Group's maximum exposure to credit risk is GBP103,000 
         (2022: GBP267,000) 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 2023              GBP'000     GBP'000     GBP'000     GBP'000     GBP'000     GBP'000 
      ---------------------------  ----------  ----------  ----------  ----------  ----------  ---------- 
   Trade and other 
    payables                              726           -           -           -         726         726 
   Borrowings                             163           -           -           -         163         163 
 --------------------------------  ----------  ----------  ----------  ----------  ----------  ---------- 
        At 30 June 2022 
      ---------------------------  ----------  ----------  ----------  ----------  ----------  ---------- 
   Trade and other payables               533           -           -           -         533         533 
   Borrowings                             100           -           -           -         100         100 
 --------------------------------  ----------  ----------  ----------  ----------  ----------  ---------- 
 

CAPITAL RISK MANAGEMENT

The Group's objectives when managing capital are:

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

   --           to support the Group's growth; and 

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

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

 
                4   CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS 
                     The preparation of Financial Statements in conformity with 
                     IFRSs requires management to make judgements, estimates and 
                     assumptions that affect the application of policies and reported 
                     amounts of assets and liabilities, income and expenses. Estimates 
                     and judgements are continually evaluated and are based on 
                     historical experience and other factors including expectations 
                     of future events that are believed to be reasonable under 
                     the circumstances. 
                     CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS 
                     The Group makes estimates and assumptions concerning the future. 
                     The resulting accounting estimates will, by definition, seldom 
                     equal the related actual results. The estimates and assumptions 
                     that have a significant risk of causing a material adjustment 
                     to the carrying amounts of assets and liabilities within the 
                     next financial year are discussed below. 
                     RECOVERABLE VALUE OF R&D TAX DEBTOR 
                     The Corporation tax receivable in Note 13 relates to the firm's 
                     Research & Development tax reclaim that the firm is expected 
                     to receive once it files its corporation tax returns. The 
                     directors have assessed the R&D tax debtor as being fully 
                     recoverable based on historic successful submissions and post 
                     year end the company recovered GBP68,000. The balance relates 
                     to R&D costs incurred in FY2023 for which the claim has not 
                     been filed and will be filed on the publication of the audited 
                     accounts and submission of its corporation tax return. 
                     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 GBP3,167,000 
                     and GBP2,440,000 respectively (2022: GBP2,998,000 and GBP2,440,000 
                     respectively) have suffered any impairment in accordance with 
                     the accounting policy as stated in Note 2. 
                     The core development to date on the mCHP and Stirling technology 
                     is the base technology that will be applied the Marine, Waste 
                     Heat Recovery, Hydrogen and automotive sectors that the company 
                     will be focusing on in the future. 
                     When a review for impairment is conducted, the recoverable 
                     amount is determined based on value in use calculations prepared 
                     on the basis of management's assumptions and estimates. As 
                     a result of their 2023 review management has concluded that 
                     no impairment is required. 
                    The value-in-use calculations require management to estimate 
                     future cash flows expected to arise from the cash generating 
                     unit, once commercial production is achieved, and apply a 
                     suitable discount rate in order to calculate present value. 
                     These calculations require the use of estimates. See Note 
                     10 for further details. 
 

Following other sources of products interest during the year, management have focussed the value-in-use calculations on licensing sales rather than product sales. This has been done as management consider that the revenues are more near term in nature and note that it uses the same core developed technology. Given the product's nature, the core estimates have remained broadly consistent with prior years.

Note that the recoverability of the capitalised development costs and the investment in subsidiaries is dependent on sufficient funds being raised as and when required up to the point of commercialisation. Due to the dependence on raising further funds to meet forecasted expenditure over the next 12 months, the Auditors have made reference to going concern by way of a material uncertainty.

 
                5    DIRECTOR'S AND KEY MANAGEMENT PERSONNEL EMOLUMENTS 
                                                                                2023     2022 
                                                                             GBP'000  GBP'000 
                    -----------------------------------------------------  ---------  ------- 
 
 Aggregate emoluments                                                            144      144 
 Social security costs                                                             6        6 
 ------------------------------------------------------------------------  ---------  ------- 
                                                                                 150      150 
 ------------------------------------------------------------------------  ---------  ------- 
 
                                                  Short Term        Other      Total    Total 
                    Name of director                Benefits     Benefits       2023     2022 
                                                     GBP'000      GBP'000    GBP'000  GBP'000 
                    --------------------------  ------------  -----------  ---------  ------- 
 
 J Gunn                                                   80            -         80       80 
 N Jagatia                                                40            -         40       40 
 A Samaha                                                 10            -         10       12 
 P Needley                                                 2            -          2        - 
 S Gunn*                                                  12            -         12       12 
 ---------------------------------------------  ------------  -----------  ---------  ------- 
                                                         144            -        144      144 
 ---------------------------------------------  ------------  -----------  ---------  ------- 
 *Key Management Personnel 
 

The number of Directors who contributed to pension schemes during the year was nil (2022: nil).

 
                6                   EMPLOYEE INFORMATION 
                                                                               2023                    2022 
                                                                            GBP'000                 GBP'000 
                    ---------------------------------------  ----------------------  ---------------------- 
 
 Wages and salaries                                                             237                     237 
 Social security costs                                                            2                       2 
                                                                                239                     239 
 ----------------------------------------------------------  ----------------------  ---------------------- 
                                    Included in the above is a total of GBP93,357 (2022: GBP92,885) 
                                     wages and salaries for employees which has been included in 
                                     Development costs. 
 
 
                                     Average number of persons employed (including executive directors 
                                     and excludes the Non Executive Director - Anthony Samaha and 
                                     Paul Needley): 
                                                                               2023                    2022 
                                                                             Number                  Number 
                    ---------------------------------------  ----------------------  ---------------------- 
                 Office and management                                            6                       4 
 ----------------------------------------------------------  ----------------------  ---------------------- 
 
 
   COMPENSATION OF KEY MANAGEMENT PERSONNEL 
   There are no key management personnel other than those disclosed 
    in Note 5. 
 
 
                7                   LOSS FOR THE YEAR 
                    Loss for the year is arrived at after charging: 
                                                                          2023      2022 
                                                                       GBP'000   GBP'000 
                    ------------------------------------------------  --------  -------- 
 
              S     Salaries and wages (Note 6)                            146       146 
              A     Audit and other fees                                    25        25 
 Depreciation                                                                4         7 
                    FX expense/credit                                        -         - 
                    ------------------------------------------------  --------  -------- 
 
                     AUDITOR'S REMUNERATION 
                     During the year the Group obtained the following services 
                      from the Company's auditor: 
                                                                          2023      2022 
                                                                       GBP'000   GBP'000 
                    ------------------------------------------------  --------  -------- 
  Fees payable to the Company's auditor for 
   the audit of the parent company and the Group 
   financial statements                                                     25        25 
 
 
 
 8    Taxation 
     GROUP                                    2023     2022 
                                           GBP'000  GBP'000 
     Deferred tax                                -        - 
 Current tax                                  (43)     (96) 
 ----------------------------------------  -------  ------- 
 Total current tax charge / (credit)          (43)     (96) 
 ----------------------------------------  -------  ------- 
 
 
  The tax on the Group's loss before tax differs from the theoretical 
   amount that would arise using the average rate applicable 
   to losses of the consolidated entities as follows: 
                                                             2023     2022 
                                                          GBP'000  GBP'000 
 ------------------------------------------------------  --------  ------- 
 Loss before tax from continuing operations                 (303)    (329) 
 ------------------------------------------------------  --------  ------- 
 Loss before tax multiplied by rate of corporation 
  tax in the UK of 25% (2022: 19%)                           (76)     (63) 
 Tax effects of: 
 Expenses not deductible for tax purposes                       -        - 
 Unrelieved tax losses carried forward                         76       63 
 Research and development tax credit                         (43)     (96) 
 ------------------------------------------------------  --------  ------- 
 Total tax                                                   (43)     (96) 
 ------------------------------------------------------  --------  ------- 
 

The Group has excess management expenses of approximately GBP6,041,000 (2022: GBP5,781,00), capital losses of GBP150,000 (2022: GBP150,000) and non-trade financial losses of approximately GBP119,000 (2022: GBP119,000) to carry forward against future suitable taxable profits. No deferred tax asset has been provided on any of these losses due to uncertainty over the timing of their recovery.

 
                9   EARNINGS PER SHARE 
                    Earnings per ordinary share has been calculated by dividing 
                     the loss attributable to equity holders of the Company 
                     by the weighted average number of shares in issue during 
                     the year. The calculations of both basic and diluted earnings 
                     per share for the year are based upon the loss for the 
                     year of GBP233,000 (2022: GBP233,000). The weighted number 
                     of equity shares in issue during the year was 4,280,075,914 
                     (2022: 4,271,640,186 ). 
                     In accordance with IAS 33, basic and diluted earnings 
                     per share are identical as the effect of the exercise 
                     of share options and warrants would be to decrease the 
                     loss per share and therefore deemed anti-dilutive. Details 
                     of share options and warrants that could potentially dilute 
                     earnings per share in future periods are set out in Note 
                     16. 
 
 
 10    INTANGIBLE ASSETS 
       GROUP                Development     Total 
                                  Costs 
 
                                GBP'000   GBP'000 
 
 
  At 30 June 2021                 2,773     2,773 
  Additions                         225       225 
 
  At 30 June 2022                 2,998     2,998 
  Additions                         169       169 
 
  At 30 June 2023                 3,167     3,167 
 ------------------  ---  -------------  -------- 
 
 
 

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. Additions during the year included GBP93,357 (2022: GBP92,885) of capitalised wages.

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

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

Discount rate used for the directors impairment review was 30% (2022 30%). Historically, the company used a discount rate of 15%, however in FY2021 the board took a prudent view of increasing the rate to 30% due to Covid-19 and the global downturn with it's impact on the economy. Although the global economic outlook has improved, the board have been prudent in maintaining the 30% discount rate.

The gross margin is derived from licensing the technology and it is remained consistent with the margin assumed in the 2022 impairment assessment.

 
  11   PROPERTY, PLANT 
        AND EQUIPMENT 
       GROUP               Plant and        Fixtures       Motor     Total 
                           Equipment    and fittings    Vehicles 
 
       COST                  GBP'000         GBP'000     GBP'000   GBP'000 
      -----------------  -----------  --------------  ----------  -------- 
  As at 30 June 
   2021                           86              15           1       102 
       Additions 
                                                                  -------- 
  As at 30 June 
   2022                           86              15           1       102 
       Additions 
                                                                  -------- 
  As at 30 June 
   2023                           86              15           1       102 
 
       DEPRECIATION 
      -----------------  -----------  --------------  ----------  -------- 
  As at 30 June 
   2021                           59              12           1        72 
  Charge for year                  4               1                     5 
                                                                  -------- 
  As at 30 June 
   2022                           63              13           1        77 
  Charge for year                  3               1                     4 
                                                                  -------- 
  As at 30 June 
   2023                           66              14           1        81 
 
       NET BOOK VALUE 
      -----------------  -----------  --------------  ----------  -------- 
  As at 30 June 
   2023                           20               1           -        21 
  As at 30 June 
   2022                           23               2           -        25 
 
 
                12    INVESTMENT IN SUBSIDIARIES 
                     COMPANY                                             2023     2022 
                     SHARES IN GROUP UNDERTAKINGS:                    GBP'000  GBP'000 
                     -----------------------------------------------  -------  ------- 
 At 1 July                                                              2,440    2,440 
 Increase in loan to subsidiary                                           211      258 
 Provision against the loan balance outstanding                         (211)    (258) 
 -------------------------------------------------------------------  -------  ------- 
              A                                                        2,440     2,440 
                                                                      -------  ------- 
 

Included in the above is an amount of GBP3,515,314 (2022: GBP3,304,595) relating to the amount due to the Company by its subsidiary Inspirit Energy Limited. A provision of GBP3,515,314 (2022: GBP3,304,595) has been set against this loan balance outstanding.

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

Details of Subsidiary Undertakings are as follows:

 
                                                                         Proportion 
                                                      Registered   of share capital       Nature of 
  Name of subsidiary         Registered address          capital               held        business 
  -------------------------  ------------------  ---------------  -----------------  ------------------- 
  Inspirit Energy Limited**  c/o Niren Blake     Ordinary shares               100%  Product development 
   Company No.07160673        LLP 2nd Floor,          GBP 15,230 
                              Solar House, 
                              915 High Road, 
                              London, England, 
                              N12 8QJ 
 
 

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

 
                13    TRADE AND OTHER RECEIVABLES 
                                              GROUP            COMPANY 
                                            2023     2022     2023     2022 
                                         GBP'000  GBP'000  GBP'000  GBP'000 
                     ------------------  -------  -------  -------  ------- 
 Corporation tax*                             43       96        -        - 
 VAT recoverable                              10       11        5        6 
                     Other receivables         -        -        -        - 
                                              53      107        5        6 
 --------------------------------------  -------  -------  -------  ------- 
 

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

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

 
                14    CASH AND CASH EQUIVALENTS 
                                                      GROUP            COMPANY 
                                                    2023     2022     2023     2022 
                                                 GBP'000  GBP'000  GBP'000  GBP'000 
                     --------------------------  -------  -------  -------  ------- 
 Cash and cash equivalents                            51      160        -      158 
 ----------------------------------------------  -------  -------  -------  ------- 
 

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

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

 
  15      SHARE CAPITAL AND SHARE PREMIUM 
                            Number         Number   Ordinary   Deferred         New        Share        Total 
                       of ordinary    of deferred     shares     shares    Deferred      premium 
                            shares         shares                          B shares 
                                                         GBP        GBP         GBP          GBP          GBP 
      ------------  --------------  -------------  ---------  ---------  ----------  -----------  ----------- 
  At 30 
   June 2021         4,271,640,186        400,932    299,292    396,923   1,406,599   12,933,447   15,036,261 
 -----------------  --------------  -------------  ---------  ---------  ----------  -----------  ----------- 
  At 30 
   June 2022         4,271,640,186        400,932    299,292    396,923   1,406,599   12,933,447   15,036,261 
  Issue 
   of New 
   Shares               15,550,710              -   1,555.00          -           -        3,695        5,250 
 -----------------  --------------  -------------             ---------  ----------  -----------  ----------- 
  At 30 
   June 2023         4,287,190,896        400,932    300,847    396,923   1,406,599   12,937,142   15,041,511 
 -----------------  --------------  -------------  ---------  ---------  ----------  -----------  ----------- 
 

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

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

 
  16   SHARE BASED 
        PAYMENTS 
       Share options and warrants can be granted to selected Directors 
        and third-party service providers. 
       Share options and warrants outstanding at the end of the year 
        have the following expiry dates and exercisable prices: 
                            Weighted                      Options        Weighted         Options 
                             Average                 and warrants         Average    and warrants 
                            Exercise                                     Exercise 
                               Price                                        Price 
                                2023                                         2022 
  At 1 July                  0.00075                  500,000,000         0.00075     500,000,000 
 
       Granted             0.0004388                   97,191,943 
       Lapsed                0.00075                (500,000,000)               -               - 
                                                                                -               - 
                          ----------  ----------  --------------- 
       At 30 June          0.0004388                   97,191,943         0.00075     500,000,000 
 -----------------------  ----------  ----------  ---------------  --------------  -------------- 
 
       Grant date                         Expiry         Exercise          Number       Number of 
                                            date         price in      of options         options 
                                                    GBP per share    and warrants    and warrants 
                                                                             2023            2022 
       03-Jun-21                       02-Jun-23          0.00075                     500,000,000 
       14/12/2022*                     13-Dec-23        0.0004388      97,191,943 
                          ---------- 
                                                                       97,191,943     500,000,000 
 -----------------------  ----------  ----------  ---------------  --------------  -------------- 
 

On 8(th) November 2022, Inspirit drew down US$80,000 as the Initial Advance and issued Riverfort with warrants to the value of 50% of the Initial Advance at the reference price of 0.03376 pence being 97,191,943 warrants. These warrants will have a term of 48 months and will be exercisable at 130% of the reference price being 0.04388 pence.

 
  17   TRADE AND OTHER PAYABLES 
                                      GROUP             COMPANY 
                                       2023      2022      2023      2022 
                                    GBP'000   GBP'000   GBP'000   GBP'000 
      ---------------------------  --------  --------  --------  -------- 
  Trade payables                         51        54        12        17 
  Other payables                        142        56       141        57 
  Social security and other 
   taxes                                  8        35         -         - 
  Accrued expenses                      525       388       523       386 
 --------------------------------  --------  --------  --------  -------- 
                                        726       533       676       460 
 --------------------------------  --------  --------  --------  -------- 
 

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

 
                18                   BORROWINGS 
                                                           GROUP               COMPANY 
                                                        2023       2022      2023        2022 
                                                     GBP'000    GBP'000   GBP'000     GBP'000 
                     -----------------------------  --------  ---------  --------  ---------- 
                      Current 
  Drawdown facility (see Note 
   1 and 2 below)                                         163       100       163            100 
  Total current borrowings                                163       100       163            100 
 -------------------------------------------------  ---------  --------  --------  ------------- 
 
 
 

Note 1

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

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

Note 2

On 8th December 2022, the Company announced that it entered into a short-term, un-secured debt facility of up to US$250,000 (approximately GBP205,075) (the "Facility"). Under the Facility Inspirit initially draw down US$80,000 (approximately GBP65,624) (the "Initial Advance"). The Facility is with Riverfort Global Opportunities PCC Limited, and the proceeds of the advance are for general working capital.

The Facility has a 12-month term and allows Inspirit to draw down funds ("Advances") which will be repayable within 6 months in either cash or shares at the Noteholders' discretion in respect of the Initial Advance and thereafter at the agreement of the Company and Riverfort. If the debt is repaid in shares, they will be repaid at 130% of the Reference Price being the average of the five (5) daily VWAPs preceding the Drawdown Date in respect of the relevant Advance (the "Fixed Premium Placing Price"). In the event that Inspirit completes any share placing during the Term of the relevant Advance and the share placing price is below the Fixed Premium Placing Price, the Fixed Premium Placing Price will be amended to be the relevant share placing price. Inspirit will issue the Noteholder with warrants in respect of each Advance so as to represent 50% of the value of the relevant Advance, divided by the relevant Reference Price; the warrants will have an exercise price of Fixed Premium Placing Price and a 48 month term.

 
                19      ANALYSIS OF CHANGES IN NET DEBT                As at    Cashflows   Acquired   Repayment   Non-Cash     As at 
                                         1 July                                       movement    30 June 
                          GBP000s         2022                                                     2023 
                          Cash at 
                           bank and 
                           in hand        160       (109)        -           -           -          51 
                                       --------  ----------  ---------  ----------  ----------  --------- 
 
                                         As at    Cashflows   Acquired   Repayment   Non-Cash     As at 
                                         1 July                                       movement    30 June 
                          GBP000s         2022                                                     2023 
                          Borrowings      100         -          63          -           -         163 
                                       --------  ----------  ---------  ----------  ----------  --------- 
 
                  20      FINANCIAL INSTRUMENTS BY CATEGORY 
                                                                                                            2023                        2022 
                                                                                                         GBP'000                     GBP'000 
                       --------------------------------------------------------------------  -------------------  -------------------------- 
                       FINANCIAL ASSETS AT AMORTISED COST : 
                       --------------------------------------------------------------------  -------------------  -------------------------- 
                       Trade and other receivables (excluding prepayments,                                     -                           - 
                        VAT and corporation tax) 
 Cash and cash equivalents                                                                                    51                         160 
 ------------------------------------------------------------------------------------------  -------------------  -------------------------- 
 
                       FINANCIAL LIABILITIES AT AMORTISED COST: 
                       --------------------------------------------------------------------  -------------------  -------------------------- 
 Trade and other payables                                                                                     51                          54 
 Borrowings                                                                                                  163                         100 
 ------------------------------------------------------------------------------------------  -------------------  -------------------------- 
 The table providing an analysis of the maturity of the non-derivative 
  financial liabilities has been included in Note 3. 
                21      ULTIMATE CONTROLLING PARTY 
  At the date of signing this report the Directors do not 
   consider there to be one single ultimate controlling party. 
 
 
 
                22      RELATED PARTY TRANSACTIONS 
                        See note 6 for details of director's remuneration in the 
                         year. 
                        During the year, NKJ Associates Ltd, a company in which N 
                         Jagatia is a Director, charged consultancy fees of GBP40,000 
                         (2022: GBP40,000). The amount owed to NKJ Associates Ltd 
                         at year end is GBP152,000 (2022: GBP112,000). 
                         Amount of fees due to John Gunn at 30 June 2023 was GBP320,000 
                         (2022: GBP240,000) and the amount of fees due to Anthony 
                         Samaha at 30 June 2022 was GBP18,000 (2022: GBP10,000). 
                23   EVENTS AFTER THE REPORTING DATE 
 
 

On 14th November 2023, the company announced that it has raised GBP200,000 through the placing (the "Placing") of 2,000,000,000 ordinary shares of 0.001 pence each in the share capital of the Company ("Ordinary Shares") at 0.01 pence per Ordinary Share (the "Placing Shares") and the proceeds of the fundraise will be used for general working capital purposes.

John Gunn, the Company's Chairman and Chief Executive Officer participated in the Placing by subscribing for 470,000,000 shares and Nilesh Jagatia, the Company's Chief Financial Officer will be subscribing for 20,000,000 shares. After the Placing, John Gunn will directly and indirectly have a holding of 1,331,403,363 Ordinary Shares representing an interest of 21.18% and, Nilesh Jagatia will have a holding of 64,857,142 Ordinary Shares representing an interest of 1.03% of the enlarged share capital.

Following admission of the Placing Shares, the Company's enlarged issued share capital will comprise 6,287,190,896 Ordinary Shares.

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END

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(END) Dow Jones Newswires

December 22, 2023 06:28 ET (11:28 GMT)

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