Company Registration no: 05075088
Inspirit Energy Holdings plc
Annual Report and Financial Statements
for the year ended 30 June 2024
1
Inspirit Energy Holdings plc
COMPANY INFORMATION
DIRECTORS
J Gunn (Chairman and CEO)
N Jagatia (Finance Director)
P Needley (Non-Executive Director)
COMPANY SECRETARY
N Jagatia
REGISTERED OFFICE
Inspirit Energy Holdings Plc
C/o GIS
200 Aldersgate Street
London
EC1A 4HD
COMPANY REGISTRATION NUMBER
05075088
REGISTRAR AND TRANSFER OFFICE
Share Registrars Limited
Molex House
The Millennium Centre
Crosby Way
Farnham
Surrey
GU9 7XX
SOLICITORS
Hill Dickinson LLP
The Broadgate Tower
20 Primrose Street
London
EC2A 2EW
INDEPENDENT AUDITOR
BBK Partnership
Statutory Auditor
1Beauchamp Court
10 Victors Way
Barnes, Herts
EN5 5TZ
NOMINATED ADVISOR
Beaumont Cornish Limited
Building 3
566 Chiswick High Road
London
W4 5YA
BROKER
Global Investment Strategy UK Ltd
200 Aldersgate Street,
London
EC1A 4HD
BANKERS
Barclays Bank plc
1-3 Haymarket Towers
Humberstone Gate
Leicester
LE1 1WA
2
Inspirit Energy Holdings plc
CONTENTS
page
Chairman’s statement
3
Strategic report
4-6
Report of the directors
7-16
Independent auditor’s report
17-22
Group statement of comprehensive income
23
Group and Company statements of financial position
24
Group statement of changes in equity
26
Company statement of changes in equity
27
Group and Company statements of cash flows
28
Notes to the financial statements
29-45
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Inspirit Energy Holdings plc
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 30 June 2024
P a g e | 3
In the period under review, the team between late December 2023 and March 2024 started the process of relocating the
development work back to the United Kingdom from Poland and we concluded stage three out of four on the electronic
updates on the Waste Heat Recovery (WHR) system.
However, the Company was notified after the reporting period by the Design & Development Director, Paul Booker, of
its wholly owned subsidiary Inspirit Energy Limited (“Inspirit”), that he needed to devote his full time and attention to
caring for a close relative with recently received life changing issues. As a result, he would not be in a position to fully
devote any time or work in any other capacity for Inspirit for the foreseeable future and therefore ceased to work for
Inspirit.
The Board fully understood the employee’s personal position and considered the best way to support him during this
time. This lead engineer was a key and pivotal member of the team, and the Board concluded that his leaving his
employment with Inspirit had a critical impact on the project. As such, the Company’s previously announced agreements
and discussion with potential commercial partners should be regarded as being on hold unless advised otherwise.
The Board completed its review and concluded that it should focus its energies on preserving its existing cash balances
to pursue other opportunities and as such is, with effect from 8th October 2024, Inspirit become an AIM Rule 15 cash
shell. In the meantime, the Company would seek to realise value from the IP developed to date if it could. As an AIM
Rule 15 cash shell the Company has six months to make an acquisition or acquisitions which constitutes a reverse
takeover under AIM Rule 14. Where, within six months, an AIM Rule 15 cash shell does not complete a reverse takeover
as set out in AIM Rule 15, the Exchange will suspend trading in the AIM securities pursuant to AIM Rule 40.
The Board would consider the next steps or opportunities for the Company and will provide an update to the members
in due course.
J Gunn
Chairman and Chief Executive Officer
31st December 2024
4
Inspirit Energy Holdings plc
STRATEGIC REPORT
FOR THE YEAR ENDED 30 June 2024
P a g e | 4
The Directors present their Strategic Report on Inspirit Energy Holdings plc (the “Company”) and its subsidiary
undertakings (together the “Group”) for the year ended 30 June 2024.
REVIEW OF THE BUSINESS AND DEVELOPMENTS DURING THE YEAR
Inspirit Energy Limited (IEL) operated in developing an application of the Stirling engine technology in different sectors
including Marine and Waste Heat Recovery.
The Board of the parent company announced on 8th October 2024, that it became an AIM Rule 15 cash shell and should
focus its energies on preserving its existing cash balances to pursue other opportunities.
PROMOTION OF THE COMPANY FOR THE BENEFIT OF THE MEMBERS AS A WHOLE
The Directors 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 14th November 2023, the Company announced that it raised £200,000 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.
In January 2024, the Company announced that it repaid the short-term, un-secured debt of US$80,000 (approximately
£65,624) that was drawn down on 8th December 2022, and the original $250,000 loan facility ceased at that date.
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Inspirit Energy Holdings plc
STRATEGIC REPORT
FOR THE YEAR ENDED 30 June 2024
P a g e | 5
On 28th May 2024 announce that it has raised £235,000 through the placing of 1,958,333,334 ordinary shares of 0.001
pence each in the share capital of the Company Ordinary Shares at 0.012 pence per Ordinary Share
BOARD CHANGES
None
RESULTS AND DIVIDENDS
The Group made a loss after taxation of £2,055,000 (2023: loss of £260,000) The loss for the period included an
exceptional write down of £1,777,213 on its Intangible Assets and net assets as at 30 June 2024 were £750.000 (2023:
£2,402,000). After consulting the company’s Advisors, the Board have agreed the valuation of Inspirit as a Cash Shell
would be approximately £600,000 to £750,000.
The Directors do not propose a dividend for the year to 30 June 2024 (2023: £nil).
KEY PERFORMANCE INDICATORS
The key performance indicators (KPI) used by the Board to monitor the performance of the Group, are set out below:
30 June
2024
30 June
2023
Net asset value
£750,000
£2,402,000
Net asset value – fully diluted per share
0.009p
0.056p
Closing share price
0.009p
0.026p
Market capitalisation
£742,097
£1,114,670
The Net asset value and the Market capitalisation both decreased during the reporting period. The closing share price
was 0.09p compared to 0.26p in 2023.
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. Further details are on page 9.
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.
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Inspirit Energy Holdings plc
STRATEGIC REPORT
FOR THE YEAR ENDED 30 June 2024
P a g e | 6
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
31st December 2024
7
Inspirit Energy Holdings plc
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 June 2024
P a g e | 7
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 2024.
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. On 8th October 2024, the board announced that it should now focus its energies on preserving its
existing cash balances to pursue other opportunities and became an AIM Rule 15 cash shell.
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:
Number of
Number of
ordinary shares
share options and warrants
30-Jun
30-Jun
30-Jun
30-Jun
2024
2023
2024
2023
J Gunn **
1,748,070,030
861,403,363
-
-
N Jagatia
106,523,809
44,857,142
-
-
P Needley
-
-
-
-
**1,748,070,030 Ordinary Shares (direct 1,544,648,648 Ordinary Shares and indirect via GIS 203,421,382 Ordinary
Shares)
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Inspirit Energy Holdings plc
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 June 2024
P a g e | 8
SIGNIFICANT SHAREHOLDERS
On 4th December 2024 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
ordinary shares
% of ordinary
share capital and
voting rights
Name of shareholder
HARGREAVES LANSDOWN (NOMINEES) LIMITED
2,046,973,342
24.8%
HSBC GLOBAL CUSTODY NOMINEE (UK) LIMITED
1,134,422,824
13.8%
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED
887,021,890
10.8%
HSDL NOMINEES LIMITED
663,506,765
8.0%
LAWSHARE NOMINEES LIMITED
619,159,867
7.5%
VIDACOS NOMINEES LIMITED
336,620,764
4.1%
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.
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Inspirit Energy Holdings plc
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 June 2024
P a g e | 9
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 2024 the Group had a cash balance of £36,000 (2023: £51,000), net current liabilities of £807,000
(2023: net current liability of £786,000) and net assets of £750,000 (2023: £2,402,000). The Group has maintained its
core spend during the year whilst still managing to move its projects forward. 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.
Following the reporting period, the Group announced on 8 October 2024 that it would become an AIM Rule 15 cash
shell. Under AIM Rule 15, the Group has six months to complete a reverse takeover, as defined under AIM Rule 14,
to avoid suspension of its securities from trading on the AIM market. This status reflects a strategic shift in focus
toward preserving existing cash resources while exploring opportunities to realise value from its intellectual property
and potential acquisitions.
The Directors have also reviewed a detailed forecast based on the funds expected to be raised and forecasted
expenditure to maintain the Cash Shell. 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 8th October 2024, the Company announced that the Company was notified by the Design & Development Director
of its wholly owned subsidiary Inspirit Energy Limited ("Inspirit"), that he needs to devote his full time and attention to
caring for a close relative with recently received life changing issues. As a result, he will not currently be in a position
to fully devote any time or work in any other capacity for Inspirit for the foreseeable future and will therefore cease to
work for Inspirit.
The Board fully understood the employee's personal position and considered the best way to support him during this
time. The lead engineer was a key and pivotal member of the team, and the Board has concluded that him leaving his
employment with Inspirit will have critical impact on the project. As such, the Company's previously announced
agreements and discussion with potential commercial partners should be regarded as being on hold unless advised
otherwise.
The Board completed its review and concluded that it should focus its energies on preserving its existing cash
balances to pursue other opportunities and as such is, with immediate effect, becoming an AIM Rule 15 cash shell. In
the meantime, the Company would look at opportunities that may seek to realise value from the IP developed to date
if it can. As an AIM Rule 15 cash shell the Company will have six months to make an acquisition or acquisitions which
constitutes a reverse takeover under AIM Rule 14. Where, within six months, an AIM Rule 15 cash shell does not
complete a reverse takeover as set out in AIM Rule 15, the Exchange suspended trading in the AIM securities pursuant
to AIM Rule 40.
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Inspirit Energy Holdings plc
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 June 2024
P a g e | 10
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.
INDEPENDENT AUDITOR
A resolution that BBK 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
31 December 2024
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REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 June 2024
P a g e | 11
CORPORATE GOVERNANCE REPORT
Inspirit Energy Holdings plc
Quoted Companies Alliance Code (“QCA Code”)
Principles:
Application:
1) Strategy and
business model to
promote long-term
values for
shareholders
This section complies with the requirements of the QCA Code.
Inspirit Energy Holdings plc has maintained its focus on the application of the
Stirling engine in various sectors as well as progressing the commercialisation
efforts of the Group’s micro combined heat and power (“mCHP”) boilers 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.
2) Meeting and
understanding
shareholders needs
and expectations
This section complies with the requirements of the QCA Code.
The Company has a close and ongoing relationship with its shareholders. The
Company also places great importance on effective and timely communication with
its shareholders. Shareholders are encouraged to attend the Company’s meetings
(including the Annual General Meeting) to provide feedback and to actively engage
with the management on a regular basis. Furthermore, the INSP’s shareholders and
investors can keep themselves updated about the current Company’s position by
visiting the INSP’s website http://www.inspirit-energy.com.
3) Considering
stakeholders and
social
responsibilities and
their implications
for long term
success
This section complies with the requirements of the QCA Code.
The Board recognises that the long-term success of the Group is reliant on efforts of
its employees, consultants, suppliers, regulators and stakeholders.
Employees: In order to support employees’ growth 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
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Inspirit Energy Holdings plc
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 June 2024
P a g e | 12
process designed to encourage open and confidential communication between the
management and the employees on a regular basis.
Consultants: The Board recognises that consultants play a vital part for INSP as they
bring knowledge and expertise for specific areas, and in some instances, they also
provide training for existing staff.
Suppliers: INSP maintains a good working relationship with its suppliers to provide
for its growing business and to support its existing needs.
Regulators: The Board monitors and implements any legal or regulatory changes
where possible both domestically and overseas and is fully committed to compliance.
Stakeholders: INSP encourages its shareholders to actively participate in meetings
and shareholders are provided with the opportunity to give feedback on a regular
basis.
4) Risk Management
This section complies with the requirements of the QCA Code.
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
staff and other
recruitment issues.
Operational
and
reputational
impact.
Recognition and
support for well
performing existing
employees.
Implementing and
monitoring of robust
health and safety
measures at
workplace.
Regulatory
/
legal
adherence
Non-compliance.
Loss of
licences
resulting in
inability to
comply with
the regulatory
/ legal
requirements.
Robust policies and
procedures to be
followed.
Maintaining effective
communication with
the Company’s
Auditors and NOMAD
on a regular basis.
Strategic
Failure of systems
and controls.
Loss of key
data and
inability to
Disaster recovery
policy to be followed
in case of crisis.
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REPORT OF THE DIRECTORS
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operate
effectively.
Maintaining strong IT
systems and controls
in place.
Financial
Internal: Inadequate
systems and
controls of
accounting in place
and
liquidity risk.
External:
Market and credit
crisis;
Short term liquidity
freezes;
Commercialisation
Loss of
business.
Inability to
continue
trading as a
going
concern.
Delays in
activity
internally and
externally
would lead to
consumption
of working
capital
The Board to regularly
review operating and
strategic risks.
The audit committee
to provide adequate
and sufficient
information to the
Company’s external
auditors.
Robust capital and
liquidity levels in place
alongside effective
accounting systems
and controls.
Large proportion of
the development work
is successfully
complete.
Diversification of
suppliers and partners
to meet delivery of
activity.
Regulatory
environment in
domestic
power market
External:
Changes in
legislation regarding
domestic power
market.
Potential to
undermine
microchip
boiler
product.
Understanding
regulatory
environment and
adapting system
accordingly.
Product Risk
Internal:
Failure to develop
commercial
product.
Potential for
significant
financial loss.
Testing of product
Certification.
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 the board
as a well-
functioning and
balanced team led
by the chair
This section does not comply with the requirements of the QCA Code as the board
composition does not include a Non-Executive Chairman and two Non-Executive
Directors.
At the date of this publication the Board comprises of the Chairman (John Gunn), the
Chief Financial Officer (Nilesh Jagatia) and the independent Non-Executive Director
(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.
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REPORT OF THE DIRECTORS
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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
experience, skills
and capabilities
This section complies with the requirements of the QCA Code.
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: 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,
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Inspirit Energy Holdings plc
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 June 2024
P a g e | 15
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.
In addition to the Board directors above INSP uses Beaumont Cornish Limited as
their nominated adviser (NOMAD), Hill Dickinson LLP to assist with legal and
regulatory matters and FTB ITC Services Ltd to support the IT systems.
7) Evaluation of the
Board’s
performance
This section complies with the requirements of the QCA Code.
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
corporate culture,
ethical values and
behaviours
This section complies with the requirements of the QCA Code.
INSP is committed to ethical conduct and to 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 of
governance
structures and
processes to
support good
decision making by
the board
This section complies with the requirements of the QCA Code.
The Board is responsible for the ultimate decision making, the structures and
processes adopted by INSP. The Board is headed by the Chairman. 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.
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Inspirit Energy Holdings plc
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 June 2024
P a g e | 16
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
communication
This section complies with the requirements 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.
17
Inspirit Energy Holdings plc
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF INSPIRIT ENERGY HOLDINGS PLC
FOR THE YEAR ENDED 30 June 2024
P a g e | 17
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 2024 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
2024 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 £2,055,000 during the year
ended 30 June 2024, the group’s current liabilities exceeded its current assets by £807,000 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.
We draw attention to Note 2 in the financial statements, which describes the material uncertainties related to the company’s ability to
continue as a going concern. As disclosed in Note 2, the company’s status as a cash shell under AIM Rule 15 and the leave of
absence taken by its main engineer represent significant risks to the company’s operations and future prospects. These conditions
indicate the existence of a material uncertainty 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
18
Inspirit Energy Holdings plc
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF INSPIRIT ENERGY HOLDINGS PLC
FOR THE YEAR ENDED 30 June 2024
P a g e | 18
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 £34,000 (2023: £66,000) 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 £25,000 (2023: £50,000) and £1,000 (2023: £1,000) 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 £32,000 (2023: £50,000) 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 £24,000 (2023: £37,000) and £1,000 (2023: £1,000) 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 assets of £1.5m (2023:
£3.1m). Refer to Note 4: Critical Accounting Estimates.
Intangible Assets is the largest asset within the financial
statements and represents the asset (development of its
Stirling technology) from which, if successful, the group
will generate revenue.
There is a risk that the development costs capitalised
during the year do not meet the recognition criteria of IAS
38 Intangible Assets.
Since the Group are still in the process of developing their
technology and have not yet begun generating revenue
Our work in this area included:
Obtaining management’s assessment of impairment
and reviewing and challenging the key estimates
and judgements used therein;
Performing sensitivity analysis on the key areas of
estimation/judgement and verifying to supporting
documentation
where
possible
including
benchmarking against companies in the same
industry;
Substantive testing of the additions to intangible
assets to ensure they are eligible to be capitalised
under IAS 38; and
19
Inspirit Energy Holdings plc
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF INSPIRIT ENERGY HOLDINGS PLC
FOR THE YEAR ENDED 30 June 2024
P a g e | 19
from said technology, there is also the risk that the
carrying value of the intangible asset is impaired.
Reviewing disclosures in the financial statements to
ensure compliance with IFRS.
We draw attention to Note 2 in the financial
statements, which describes the material uncertainties
related to the Group’s ability to continue as a going
concern. The Group’s status as an AIM Rule 15 cash
shell, reliance on securing sufficient funding within six
months to complete a reverse takeover, and the
suspension of certain projects following the departure
of a key engineer highlight significant risks to the
Group’s operations and future viability.
While management continues to explore opportunities
to realise value from its intellectual property, including
the
Stirling
technology,
and
pursue
strategic
acquisitions, there can be no certainty that these efforts
will result in the successful commercialisation of the
Group’s technology or compliance with AIM Rule 15
requirements. These conditions indicate the existence
of a material uncertainty that may cast significant doubt
on the Group’s ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
In addition, as disclosed in Note 10, the Group
recognised an impairment of £1.8m on its intangible
assets
during
the
reporting
period,
reflecting
management's assessment of recoverable value in
light of challenges in commercialising the Stirling
technology and the associated project delays. This
impairment underscores the significant risk associated
with the carrying value of intangible assets in a pre-
revenue stage.
Carrying Value of Investment in Subsidiaries
Carrying value of investment in subsidiaries of £1.6m
(2023: £2.4m). Refer to Note 4: Critical Accounting
Estimates.
Investments in subsidiaries is the largest asset within the
Parent Company’s Statement of Financial Position and
represents its investment in the subsidiary whose
principal activity is the development of its Stirling
technology from which, if successful, the group will
generate revenue.
There is the risk that the carrying value of the investment
in subsidiary is impaired since the subsidiary is loss
making and has yet to become revenue generating.
Our work in this area included:
Obtaining the directors’ assessment of impairment
and reviewing and challenging the key estimates
and judgements used therein; and
Performing sensitivity analysis on the key areas of
estimation/judgement and verifying to supporting
documentation
where
possible
including
benchmarking against companies in the same
industry.
The Directors have outlined a clear strategy for
mitigating risks associated with the subsidiary’s
commercialisation,
including
funding
plans
and
timelines for regulatory approvals.
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
20
Inspirit Energy Holdings plc
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF INSPIRIT ENERGY HOLDINGS PLC
FOR THE YEAR ENDED 30 June 2024
P a g e | 20
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.
As disclosed in Note 12, an impairment of £0.9m was
recognised during the reporting period in respect of the
Parent Company’s investment in its subsidiary. This
impairment reflects management’s assessment of the
recoverable value of the investment, given the
subsidiary’s ongoing pre-revenue status and project
delays. The recognition of this impairment highlights the
inherent risk associated with valuing investments in an
early-stage enterprise.
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.
21
Inspirit Energy Holdings plc
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF INSPIRIT ENERGY HOLDINGS PLC
FOR THE YEAR ENDED 30 June 2024
P a g e | 21
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.
22
Inspirit Energy Holdings plc
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF INSPIRIT ENERGY HOLDINGS PLC
FOR THE YEAR ENDED 30 June 2024
P a g e | 22
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: 31st December 2024
23
Inspirit Energy Holdings plc
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 June 2024
P a g e | 23
2024
2023
Note
£’000
£’000
CONTINUING OPERATIONS:
Administrative expenses
7
(313)
(303)
OPERATING LOSS
(313)
(303)
Exceptional Impairment loss
on Intangible asset
4
(1,777)
LOSS BEFORE INCOME TAX
(2,090)
(303)
Income tax credit
8
35
43
NET LOSS AND TOTAL
COMPREHENSIVE INCOME
LOSS FOR THE YEAR
ATTRIBUTABLE TO THE
OWNERS OF THE PARENT
(2,055)
(260)
EARNINGS PER SHARE
- Basic and diluted earnings
per share
9
(0.0036p)
(0.006p)
(attributable to owners of the
parent)
24
Inspirit Energy Holdings plc
STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 30 June 2024
P a g e | 24
Company Number:
05075088
GROUP
COMPANY
2024
2023
2024
2023
Note
£’000
£’000
£’000
£’000
NON-CURRENT ASSETS
Intangible assets
10
1,539
3,167
-
-
Property, plant and
equipment
11
18
21
-
1
Investment in subsidiaries
12
-
-
1,555
2,440
1,557
3,188
1,555
2,441
CURRENT ASSETS
Trade and other
receivables
13
100
52
16 5
Cash and cash equivalents
14
36
51
35
0
136
103
-
51
5
TOTAL ASSETS
1,693
3,291
1,606
2,446
EQUITY ATTRIBUTABLE
TO OWNERS OF THE
PARENT
Share capital
15
2,500
2,104
2,500
2,104
Share premium
15
9,793
9,787
9,793
9,787
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
(7,335)
(5,281)
(14,696)
(13,439)
TOTAL EQUITY
750
2,402
750
1,605
NON-CURRENT
LIABILITIES
Borrowings
18
-
-
-
-
-
-
-
-
CURRENT LIABILITIES
Trade and other payables
17
844
726
757
676
Borrowings
18
99
163
99
163
943
889
856
840
TOTAL LIABILITIES
943
889
856
840
TOTAL EQUITY AND
LIABILITIES
1,693
3,291
1.606
2,445
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.
25
Inspirit Energy Holdings plc
STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 30 June 2024
P a g e | 25
The loss for the Parent Company for the year was £1,257,319 and this included an exceptional write down of £885,082
on the investment in its subsidiary. (2023: loss of £444,642,000).
These Financial Statements were approved by the Board of Directors on 31 December 2024 and were signed on its
behalf by
N Jagatia
Director
26
Inspirit Energy Holdings plc
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 June 2024
P a g e | 26
Attributable to the owners of the parent
Share
capital
Share
premium
Other
reserves
Merger
reserve
Reverse
acquisition
reserve
Retained
losses
Total
Equity
£’000
£’000
£’000
£’000
£’000
£’000
£’000
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
TOTAL COMPREHENSIVE
INCOME FOR THE YEAR
-
-
-
-
-
(2,055)
(2,055)
Share issues
396
39
0
0
0
0
435
Less Share Issue costs
(32)
0
0
0
0
(32)
TRANSACTIONS WITH
OWNERS RECOGNISED
DIRECTLY IN EQUITY
396
7
0
0
0
0
403
BALANCE AT 30 June 2023
2,500
9,793
3
3,150
(7,361)
(7,335)
750
27
Inspirit Energy Holdings plc
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 June 2024
P a g e | 27
COMPANY STATEMENT OF CHANGES IN EQUITY
Attributable to equity shareholders
Share
capital
Share
premium
Merger
Reserve
Other
reserves
Retained
losses
Total
Equity
£’000
£’000
£’000
£’000
£’000
£’000
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
0
0
0
5
BALANCE AT 30 June 2023
2,104
9,787
3,150
3
(13,439)
1,605
TOTAL COMPREHENSIVE
INCOME FOR THE YEAR
-
-
-
-
(1,257)
(1,257)
Share issue costs
396
39
-
-
435
Less Share Issue costs
(33)
(33)
TRANSACTIONS WITH
OWNERS RECOGNISED
DIRECTLY IN EQUITY
396
6
0
0
0
402
BALANCE AT 30 June 2024
2,500
9,793
3,150
3
(14,696)
750
28
Inspirit Energy Holdings plc
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 June 2024
P a g e | 28
GROUP
GROUP
COMPANY
COMPANY
2024
2023
2024
2023
Note
£’000
£’000
£’000
£’000
CASH FLOWS FROM OPERATING
ACTIVITIES
Loss after tax
(2,055)
(260)
(1,257)
(445)
Depreciation
2
4
-
-
Interco loan provision
-
-
-
211
Impairment of development costs
1,628
Tax credit
(35)
(43)
-
-
Decrease/(increase) in trade and
other receivables
(48)
55
(11)
2
Increase in trade and other payables
118
193
79
217
Tax received
35
43
-
-
NET CASH USED IN OPERATING
ACTIVITIES
(355)
(8)
(1,189)
(16)
CASH FLOWS FROM INVESTING
ACTIVITIES
Development costs
-
(169)
-
-
Purchase of tangible fixed assets
-
-
-
-
Impairment of Investment in
subsidiary
885
Increase in loan to subsidiary
-
-
-
(211)
NET CASH USED IN INVESTING
ACTIVITIES
-
(169)
885
(211)
CASH FLOWS FROM FINANCING
ACTIVITIES
Increase in and (repayment) of debt
(63)
63
(63)
63
Share issued for financing
403
5
403
5
NET CASH GENERATED FROM
FINANCING ACTIVITIES
340
68
340
68
NET INCREASE IN CASH AND CASH
EQUIVALENTS
(15)
(109)
(36)
(158)
Cash and cash equivalents at the
beginning of the year
51
160
(0)
158
CASH AND CASH EQUIVALENTS AT
THE END OF THE YEAR
14
36
51
36
(0)
29
Inspirit Energy Holdings plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
P a g e | 29
1
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.
Board of the parent company announced on 8th October 2024 that it should now focus its energies on
preserving its existing cash balances to pursue other opportunities and became an AIM Rule 15 cash shell.
These financial statements show the consolidated results of the Group for the year ended 30 June 2024
together with the comparative results for the year ended 30 June 2023.
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 ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of these financial statements are set out below.
These policies have been consistently applied to all the periods presented, unless otherwise stated.
BASIS OF PREPARATION
The financial statements have been prepared in accordance with 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 £1,000.
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 £36,000 (2023: £51,000), net current liabilities of
£807,000 (2023: net current liability of £786,000) and net assets of £750,000 (2023: £2,402,000). The Group
has maintained its core spend during the year whilst still managing to move its projects forward. 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.
Following the reporting period, the Group announced on 8 October 2024 that it would become an AIM Rule
15 cash shell. Under AIM Rule 15, the Group has six months to complete a reverse takeover, as defined
under AIM Rule 14, to avoid suspension of its securities from trading on the AIM market. This status reflects
a strategic shift in focus toward preserving existing cash resources while exploring opportunities to realise
value from its intellectual property and potential acquisitions.
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.
30
Inspirit Energy Holdings plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
P a g e | 30
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
BASIS OF CONSOLIDATION
Inspirit Energy Holdings plc, the legal parent, is domiciled and incorporated in the United Kingdom.
The Group Financial Statements consolidate the Financial Statements of Inspirit Energy Holdings plc and its
subsidiary, Inspirit Energy Limited, made up to 30 June 2024.
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, AMENDMENTS 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
31
Inspirit Energy Holdings plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
P a g e | 31
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 (£), 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
32
Inspirit Energy Holdings plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
P a g e | 32
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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
33
Inspirit Energy Holdings plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
P a g e | 33
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
34
Inspirit Energy Holdings plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
P a g e | 34
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
35
Inspirit Energy Holdings plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
P a g e | 35
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 £136,000 (2023: £103,000) 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:
Group
At 30 June 2024
Less
than 1
year
£’000
Between 1
and 2 years
£’000
Between
2 and 5
years
£’000
Over
5
years
£’000
Total
£’000
Carrying
value
£’000
Trade and other payables
844
-
-
-
844
844
Borrowings
99
-
-
-
99
99
At 30 June 2023
Trade and other payables
726
-
-
-
726
726
Borrowings
163
-
-
-
163
163
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
36
Inspirit Energy Holdings plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
P a g e | 36
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 £68,000. 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 £1,539,000 and £1,555,000 respectively (2023: £3,167,000 and £2,440,000 respectively) have suffered
impairment in accordance with the accounting policy as stated in Note 2.
The Group announced on 8 October 2024 that it would become an AIM Rule 15 cash shell. Under AIM Rule 15,
the Group has six months to complete a reverse takeover, as defined under AIM Rule 14, to avoid suspension
of its securities from trading on the AIM market. This status reflects a strategic shift in focus toward preserving
existing cash resources while exploring opportunities to realise value from its intellectual property and potential
acquisitions.
As a result, the Group impaired its Intangible Assets by £1,539,000 and the company Impaired Investment in its
subsidiary by £885,000. After consulting the company’s Advisors, the Board have agreed the valuation of Inspirit
as a Cash Shell would be approximately £600,000 to £750,000.Thefore the Net Assets of Group and the
Company are £750,000 at 30th June 2024 and this is reflective of it’s current “Cash Shell” value.
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.
37
Inspirit Energy Holdings plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
P a g e | 37
5
DIRECTOR’S AND KEY MANAGEMENT PERSONNEL EMOLUMENTS
2024
2023
£’000
£’000
Aggregate emoluments
184
144
Social security costs
6
6
190
150
Name of director
Short Term
Benefits
Other
Benefits
Total
2024
Total
2023
£’000
£’000
£’000
£’000
J Gunn
100
-
100
80
N Jagatia
60
-
60
40
P Needley
12
-
12
2
S Gunn*
A Samaha
12
-
-
12
-
12
10
184
-
184
144
*Key Management Personnel
The number of Directors who contributed to pension schemes during the year was nil (2023: nil).
6
EMPLOYEE INFORMATION
2024
2023
£’000
£’000
Wages and salaries
267
237
Social security costs
5
2
272
239
Included in the above is a total of £93,357 (2022: £92,885) 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):
2024
2023
Number
Number
Office and management
3
6
COMPENSATION OF KEY MANAGEMENT PERSONNEL
There are no key management personnel other than those disclosed in Note 5.
38
Inspirit Energy Holdings plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
P a g e | 38
7
LOSS FOR THE YEAR
Loss for the year is arrived at after charging:
2024
2023
£’000
£’000
Salaries and wages (Note 6)
184
146
Audit and other fees
25
25
Depreciation
3
4
AUDITOR’S REMUNERATION
During the year the Group obtained the following services from the Company’s auditor:
2024
2023
£’000
£’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
2024
2023
£’000
£’000
Deferred tax
-
-
Current tax
(35)
(43)
Total current tax charge / (credit)
(78)
(43)
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:
2024
2023
£’000
£’000
Loss before tax from continuing operations
(2,055)
(303)
Loss before tax multiplied by rate of corporation tax in the UK of 25% (2023:
25%)
(514)
(76)
Tax effects of:
Expenses not deductible for tax purposes
-
-
Unrelieved tax losses carried forward
514
76
Research and development tax credit
(35)
(43)
Total tax
(35)
(43)
The Group has excess management expenses of approximately £7,793,000 (2023: £6,041,000), capital losses
of £150,000 (2023: £150,000) and non-trade financial losses of approximately £119,000 (2023: £119,000) 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.
39
Inspirit Energy Holdings plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
P a g e | 39
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 £2,055,000 (2023:
£260,000). The weighted number of equity shares in issue during the year was 5,675,889,526 (2023:
4,280,075,914).
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.
The Group announced on 8 October 2024 that it would become an AIM Rule 15 cash shell. Under AIM Rule 15,
the Group has six months to complete a reverse takeover, as defined under AIM Rule 14, to avoid suspension
of its securities from trading on the AIM market. This status reflects a strategic shift in focus toward preserving
existing cash resources while exploring opportunities to realise value from its intellectual property and potential
acquisitions.
As a result, the Group impaired its Intangible Assets by £1,539,000 and the company Impaired Investment in its
subsidiary by £885,000. The Net Assets of the Company of £750,000 is reflective of it’s current “Cash Shell” value
10 INTANGIBLE ASSETS
GROUP
Development
Costs
Total
£’000
£’000
At 30 June 2022
2,998
2,998
Additions
169
169
At 30 June 2023
3,167
3,167
Additions
-
-
Impairment
(1,628)
(1,628)
At 30 June 2024
1,539
1,539
40
Inspirit Energy Holdings plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
P a g e | 40
11
PROPERTY,
PLANT AND
EQUIPMENT
GROUP
Plant and
Equipment
Fixtures and
fittings
Motor Vehicles
Total
COST
£’000
£’000
£’000
£’000
As at 30 June 2022
86
15
1
102
Additions
As at 30 June 2023
86
15
1
102
Additions
As at 30 June 2024
86
15
1
102
DEPRECIATION
As at 30 June 2022
63
13
1
77
Charge for year
3
1
4
As at 30 June 2023
66
14
1
81
Charge for year
2
1
3
As at 30 June 2024
68
15
1
84
NET BOOK VALUE
As at 30 June 2024
18
0
-
18
As at 30 June 2023
20
1
-
21
41
Inspirit Energy Holdings plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
P a g e | 41
12 INVESTMENT IN SUBSIDIARIES
COMPANY
2024
2023
SHARES IN GROUP UNDERTAKINGS:
£’000
£’000
At 1 July
2,440
2,440
Increase in loan to subsidiary
123
211
Provision against the loan balance outstanding
(123)
(211)
Impairment in the investment in subsidiary
(885)
-
1,555
2,440
The amount due and payable between the Company and its subsidiary Inspirit Energy Limited, was written off
during the period. Included in the above is an amount of Nil (2023: £3,515,314) relating to the amount due to
the Company by its subsidiary Inspirit Energy Limited. A provision of Nil (2023: £3,515,314) 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:
Name of subsidiary
Registered address
Registered capital
Proportion of
share capital held
Nature of
business
Inspirit Energy Limited**
Company No.07160673
C/O Gis200
Aldersgate Street,
London,
EC1A 4HD
Ordinary shares
£15,230
100%
Product
development
*** 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
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Corporation tax*
78
43
-
-
VAT recoverable
15
10
15
5
Other receivables
6
-
1
-
99
53
16
5
*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
42
Inspirit Energy Holdings plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
P a g e | 42
14
CASH AND CASH EQUIVALENTS
GROUP
COMPANY
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Cash and cash equivalents
36
51
35
-
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 of
ordinary shares
Number of
deferred
shares
Ordinary
shares
Deferred
shares
New
Deferred
B shares
Share
premium
Total
£
£
£
£
£
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
15,550,710.00
-
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
Issue of
New
Shares
3,958,333,334
395,833
6,167
402,000
At 30 June
2024
8,245,524,230
400,932
696,680
396,923
1,406,599
12,943,309
15,443,511
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.
43
Inspirit Energy Holdings plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
P a g e | 43
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
Average
Exercise
Price
Options
and
warrants
Weighted
Average
Exercise
Price
Options and
warrants
2024
2023
At 1 July
0.0004388
97,191,943
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
0.0004388 97,191,943
Grant date
Expiry
date
Exercise
price in £
per share
Number of
options and
warrants
Number of
options and
warrants
2024
2023
14/12/2022*
13-Dec-24
0.0004388
97,191,943
97,191,943
97,191,943 97,191,943
On 8th 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
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Trade payables
50
51
9
12
Other payables
162
142
162
141
Social security and other taxes
43
8
-
-
Accrued expenses
589
525
586
523
844
726
757
676
The Directors consider that the carrying amount of trade and other payables approximates to their fair value
44
Inspirit Energy Holdings plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
P a g e | 44
18
BORROWINGS
GROUP
COMPANY
2024
2023
2024
2023
£’000
£’000
£’000
£’000
Current
Drawdown facility (see Note 1 )
99
163
99
163
Total current borrowings
99
163
99
163
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 balance outstanding represent accrued fees and interest relating to the
historic funds that were drawn down.
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.
19 ANALYSIS OF CHANGES IN NET DEBT
£000s
As at 1 July
2023
Cashflows
Acquired
Repayment
Non-Cash
movement
As at 30
June 2024
Cash at bank
and in hand
51
(15)
-
-
-
36
£000s
As at 1 July
2022
Cashflows
Acquired
Repayment
Non-Cash
movement
As at 30
June 2023
Borrowings
160
(109)
-
-
-
51
45
Inspirit Energy Holdings plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 June 2024
P a g e | 45
20
FINANCIAL INSTRUMENTS BY CATEGORY
2024
2023
£’000
£’000
FINANCIAL ASSETS AT AMORTISED COST:
Trade and other receivables (excluding prepayments, VAT and corporation tax)
-
-
Cash and cash equivalents
36
51
FINANCIAL LIABILITIES AT AMORTISED COST:
Trade and other payables
50
51
Borrowings
99
163
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
£60,000 (2023: £40,000). The amount owed to NKJ Associates Ltd at year end is £205,000 (2023: £152,000).
Amount of fees due to John Gunn at 30 June 2024 was £323,000 (2023 £320,000) Amount of fees due to
Anthony Samaha at 30 June 2024 was £15,000 (2023: £18,000). And amount of fees due to Paul Neeley at 30
June 2024 was £17,000 (2023: £5,000). All these fees are accrued and are included in Accrued Expenses.
23
EVENTS AFTER THE REPORTING DATE
On 8th October 2024, the company announced that the Company was notified by the Design & Development
Director of its wholly owned subsidiary Inspirit Energy Limited ("Inspirit"), that he needs to devote his full time
and attention to caring for a close relative with recently received life changing issues. As a result, he will not
currently be in a position to fully devote any time or work in any other capacity for Inspirit for the foreseeable
future and will therefore cease to work for Inspirit.
The Board fully understood the employee's personal position and considered the best way to support him
during this time. The lead engineer was a key and pivotal member of the team, and the Board has concluded
that him leaving his employment with Inspirit will have critical impact on the project. As such, the Company's
previously announced agreements and discussion with potential commercial partners should be regarded as
being on hold unless advised otherwise.
The Board completed its review and concluded that it should focus its energies on preserving its existing
cash balances to pursue other opportunities and as such is, with immediate effect, becoming an AIM Rule
15 cash shell. In the meantime, the Company would look at opportunities that may seek to realise value from
the IP developed to date if it can. As an AIM Rule 15 cash shell the Company will have six months to make
an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14. Where, within six
months, an AIM Rule 15 cash shell does not complete a reverse takeover as set out in AIM Rule 15, the
Exchange would suspend trading in the AIM securities pursuant to AIM Rule 40.