Hydrogen Future Ind. - Half-year Report
30/04/2024 07:00
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RNS Number : 5005M Hydrogen Future Industries PLC 30 April 2024
30 April 2024
Hydrogen Future Industries plc
("HFI" or the "Company")
Interim Results for the Six-Month Period Ended 31 January 2024
Hydrogen Future Industries plc (https://hydrogenfutureindustries.com/) (AQSE:
HFI), a developer of a proprietary wind-based green hydrogen production system
featuring an advanced aerodynamic wind turbine and a high-performance
electrolyser, presents its unaudited interim results for the six-month period
ended 31 January 2024 (the "Period").
Period Highlights
· Intermittent testing of the 1-metre diameter wind turbine prototype
and Anion Exchange Membrane Water Electrolyser was conducted throughout the
Period
o Data collected from wind turbine testing to date have been consistent with
those collected in the 15,000 hours of computational fluid dynamics and wind
tunnel testing and suggest an increase in energy production of upwards of 270%
compared to open rotor wind turbines
o Electrolyser test cells demonstrated exceptional efficiency of up to 97%
· Ongoing preparation during the Period for a feasibility study to
demonstrate the production of green hydrogen from contaminated water created
during mining processes
o Objective to demonstrate the technology can produce green hydrogen for use
on site at $2 per kg, which equates to an electrical energy supply of
approximately $0.12 per kilowatt-hour
· Announced the appointment of Neil Ritson, an energy sector
professional with a career spanning over 40 years, as Non-Executive Chairman
in September 2023
Neil Ritson, Non-Executive Chairman, commented:
"HFI's 1-metre prototype wind turbine demonstrated exceptional durability and
performance in the Period and is now being prepared for its next phase of
energy performance trials and objective third-party assessment.
In parallel, testing of the Company's novel electrolyser achieved exceptional
efficiency of up to 97% during the Period and a strategy is underway to
expedite the development of a commercial scale electrolyser.
These two HFI technologies are required for the successful generation of clean
and affordable energy from green hydrogen, and we are looking forward to
making further progress towards this goal in the remainder of the year."
Enquiries:
Hydrogen Future Industries plc
Timothy Blake, Chief Executive Officer +44 (0) 20 3475 6834
Daniel Maling, Chief Commercial Officer
Vigo Consulting (Investor Relations)
Ben Simons +44 (0) 20 7390 0230
Peter Jacob
Cairn Financial Advisers LLP (AQSE Corporate Adviser)
Ludovico Lazzaretti +44 (0) 20 72130 880
Liam Murray
Peterhouse Capital Limited (Broker)
Duncan Vasey +44 (0) 20 7469 0930
Inside Information
This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company accept responsibility
for the contents of this announcement.
About Hydrogen Future Industries
Hydrogen Future Industries was established to invest in projects and companies
focused on the Hydrogen Economy. We are developing a proprietary wind-based
hydrogen production system, incorporating hydrogen compression and storage.
Hydrogen Future Industries is at the forefront of green hydrogen production
with its integrated system that marries an advanced ducted wind turbine with a
state-of-the-art Anion Exchange Membrane Water Electrolyser (AEMWE). This
innovative pairing is designed to optimise renewable energy for the efficient
production of hydrogen.
Click here
(https://hydrogenfutureindustries.com/wp-content/uploads/2022/07/HFI-Flyer-for-Website.pdf)
for more information about Hydrogen Future Industries.
About HFI wind turbine technology
The HFI wind turbine is at TRL (Technology Readiness Level) 6-7, showcasing an
advanced design with superior aerodynamics and rotor blade technology that
generates three times the energy of a traditional open rotor design. The aim
is to generate energy at a cost below $30/MWh and a unit CAPEX of $700,000/MW.
This innovation represents a smaller, quieter, and more efficient alternative
to existing wind energy generation technology. The turbine's unique features
include a smart hydraulic drive that improves efficiency and reduces the cost
of energy production, the ability to generate energy over a broader range of
wind speeds, and versatile energy output in hydraulic, DC, or AC forms without
the need for additional AC to DC rectifiers for hydrogen production.
Significantly, the turbine can be raised and lowered for optimal wind capture,
reducing maintenance and installation costs, as servicing can be performed at
ground level.
About HFI Anion Exchange Membrane Water Electrolyser (AEMWE) technology
At TRL 4-5, the HFI Anion Exchange Membrane Water Electrolyser (AEMWE)
presents a step forward in power efficiency, longevity, and cost-reduction for
green hydrogen production. Testing has confirmed a cell efficiency of 97%,
notably higher than the 80-85% of rival technologies. Constructed without
platinum group metal catalysts, the AEMWE utilises more affordable and
accessible materials, resulting in a projected cost that is 50% lower per kW
than the PEM electrolyser. It is designed to deliver high efficiency even with
variable energy supply typical of renewable sources, and it features a unique
system where individual cells can be replaced without halting hydrogen
production. The AEMWE's catalysts are chemically attached to the electrodes,
preventing wash-off and ensuring durability. The ongoing patent applications
aim to protect the unique intellectual property developed around this
technology.
Visit our website: www.hydrogenfutureindustries.com
(http://www.hydrogenfutureindustries.com/)
Follow us on social media:
LinkedIn: @Hydrogen Future Industries
(https://www.linkedin.com/company/hydrogen-future-industries)
X (formerly Twitter): @HydrogenFI (https://twitter.com/HydrogenFI)
Caution Regarding Forward Looking Statements
Certain statements made in this announcement are forward-looking statements.
These forward-looking statements are not historical facts but rather are based
on the Company's current expectations, estimates, and projections about its
industry; its beliefs; and assumptions. Words such as 'anticipates,'
'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar
expressions are intended to identify forward-looking statements. These
statements are not a guarantee of future performance and are subject to known
and unknown risks, uncertainties, and other factors, some of which are beyond
the Company's control, are difficult to predict, and could cause actual
results to differ materially from those expressed or forecasted in the
forward-looking statements. The Company cautions security holders and
prospective security holders not to place undue reliance on these
forward-looking statements, which reflect the view of the Company only as of
the date of this announcement. The forward-looking statements made in this
announcement relate only to events as of the date on which the statements are
made. The Company will not undertake any obligation to release publicly any
revisions or updates to these forward-looking statements to reflect events,
circumstances, or unanticipated events occurring after the date of this
announcement except as required by law or by any appropriate regulatory
authority.
Chairman's Statement
Introduction
I am pleased to present the unaudited interim results for the period to 31
January 2024 (the "Period"). The primary activities of the Company during the
Period were the ongoing testing of its wind turbine and electrolyser
technologies to demonstrate that the technologies, when combined, can produce
green hydrogen at $2 per kg. In this regard, HFI began collaborating in the
Period with a major mining company on a working mine site to undertake a
feasibility study.
Development activities
Wind turbine development & mining sector feasibility study
Intermittent testing of the 1-metre diameter wind turbine prototype over
extended periods was conducted throughout the Period in Montana, USA. Initial
data are consistent with those collected in the 15,000 hours of computational
fluid dynamics and wind tunnel testing and suggest an increase in energy
production of upwards of 270% compared to open rotor wind turbines.
The 1-metre prototype wind turbine has demonstrated exceptional durability and
performance in the face of some of the harshest environmental conditions
in Montana. With temperatures falling to approximately -50° Celsius, and
wind gusts reaching 70 mph, the turbine is now undergoing a comprehensive
overhaul. The strip down and mechanical analysis of the turbine aims to
enhance the turbine through the installation of cutting-edge carbon fibre
rotor blades and a new yaw control system designed and engineered by the HFI
development team. Accompanying these improvements is a sophisticated array of
telemetry equipment, for the energy performance trials and an objective
third-party assessment.
The test site in Montana is adjacent to a tailings facility operated by a
major mining company. The Company has agreed to collaborate on a feasibility
study, the first stage of which includes the data collection from the
prototype wind turbine testing detailed above and the sharing of mine site
processing samples. The objective of the feasibility study is to demonstrate
that the technology can produce green hydrogen for use on site at $2 per kg,
which equates to an electrical energy supply cost of approximately $0.12 per
kilowatt-hour. The full complement of HFI technologies is required for the
successful generation of clean and affordable energy from green hydrogen in
remote mining locations. Discussions are underway with key engineering groups
to scope services and equipment to demonstrate the viability of HFI's system
on mine sites.
Electrolyser development
Concept testing of the Company's novel electrolyser continued throughout the
Period in California, USA, led by quantum-physicist, Dr Nicholas Blake, a
consultant to HFI. The series of tests undertaken in the Period achieved an
exceptional efficiency of up to 97%.
The Company is now undertaking to expedite the development of its inaugural
commercial scale electrolyser and develop new intellectual property and an
assembly of electrodes, whilst also advancing efficiency leaps and
cost-reduction strategies. Notably, HFI's electrodes are evolving to operate
effectively without the need for expensive platinum group metals, marking a
significant stride towards sustainable cost efficiencies which is one of the
project's primary objectives.
University Collaboration
We were delighted to announce on 7 December 2023 that we had signed a
Memorandum of Understanding ("MoU") with the University of Bristol ("UoB") to
collaborate to advance respective technologies, secure funding for joint
research and development, and accelerate commercial opportunities. UoB is a
leading research university with several active research and development
projects related to hydrogen. In particular, UoB has identified HFI's
technology as having synergies with its Hydrogen Depleted Uranium Storage
project, a unique hydrogen storage system designed to help balance
fluctuations in the supply of energy from renewable energy sources, such as
wind and solar, as well as provide nuclear powerplant sites with a load
following capability.
MoU with Australian renewable energy microgrid partner
In January 2024, HFI signed an MoU with an Australian renewable energy
microgrid partner, Capricorn Clean Energy Limited. Considering Australia's
ambitions to become a global hydrogen leader, the country has been identified
by HFI as a target market for the initial deployment of its patented green
hydrogen production system. The MoU aims to facilitate the identification of
local project and partnering opportunities, particularly those related to the
Australian Renewable Energy Agency's ("ARENA") Regional Microgrids Programme
("RMP") established in August 2023 to support the development and deployment
of renewable energy microgrids. ARENA has committed up to A$125 million in
funding toward the RMP, which is split into two streams as follows: a)
Regional Australia Microgrid Pilots; and b) First Nations Community
Microgrids.
We believe the Company's energy system is well placed to provide on-demand
economical green energy through microgrids across Australia.
Corporate activities
Board Changes
In September 2023, I joined the Board as Non-Executive Chairman. I have been
an energy sector professional for over 40 years, including 20 years in various
technical and managerial positions with British Petroleum, and I am encouraged
by what I am seeing at HFI. When you pair the performance of our wind turbine
with that of our novel electrolyser in development, the potential for cheap
hydrogen production at scale is incredibly exciting and could change the clean
energy landscape as we know it.
In conjunction with my appointment, David Ormerod stepped down as a
Non-Executive Director to focus on his other commitments in Australia and
Daniel Maling transitioned from Executive Chairman to the role of Executive
Director (now Chief Commercial Officer) enabling him to devote more time to
driving the commercial and business development elements of the business
strategy.
Tower Group Investment
Further to the Company's investment for a 20% stake in Tower Green Holdings
Limited ("Tower") announced on 16 January 2023, Tower has continued to make
significant progress in building its position as the hydrogen infrastructure
developer for Southwest England. During the Period, Tower attracted
widespread media coverage for its Appledore project, which seeks to develop
onshore hydrogen production and refuelling infrastructure in north Devon to
supply offshore wind support vessels. Tower will continue to develop these
proposals throughout 2024 and its position as the provider of maritime
hydrogen refuelling projects in support of offshore wind and other clean
maritime operations in the region.
Tower has also built a pipeline of other infrastructure projects throughout
the southwest, including a road mobility project in Devon, with real estate
and partnerships secured to supply hydrogen directly to industrial off-takers
and to the strategic road network. Further project announcements are expected
to be made throughout the year.
Financial Review
Financial highlights for the Group for the six months ended 31 January 2024
are stated below:
· Cash and cash equivalents at period end were approximately £263,000
· Loss before taxation for the period was approximately £432,000
· Administrative expenses down 54% from the corresponding period to
£94,000
· The Group held net assets at period end of approximately £624,000
Subsequent to Period end, the Company completed three equity placements
totalling £612,000. The proceeds from the placements will further the
development of HFI's key technologies and advance the mining sector
feasibility study.
Conclusion
HFI's 1-metre prototype wind turbine has demonstrated exceptional durability
and performance and is now being prepared for its next phase of energy
performance trials and an objective third-party assessment.
In parallel, testing of the Company's novel electrolyser achieved exceptional
efficiency of up to 97% and a programme is now underway to expedite the
development of a commercial scale electrolyser.
These two HFI technologies are required for the successful generation of clean
and affordable energy from green hydrogen, and we are looking forward to
making further progress towards this goal in the remainder of the year.
Neil Ritson
Non-Executive Chairman
29 April 2024
HYDROGEN FUTURE INDUSTRIES PLC - CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS
STATEMENT OF COMPREHENSIVE INCOME
FOR THE 6 MONTH PERIOD ENDING 31 JANUARY 2024
Unaudited Unaudited
Period ended Period ended
31 January 31 January
2024 2023
Notes £'000 £'000
Continuing operations
Revenue from continuing operations - -
Directors' fees (54) (55)
Professional fees (61) (114)
Research and development (192) (159)
Share based payments 10 (1) (13)
Depreciation and amortisation (28) -
Administrative expenses 7 (94) (206)
Operating loss (430) (547)
Finance income / (expense) (2) -
Loss before taxation (432) (547)
Income tax - -
Loss for the period from continuing operations (432) (547)
Other comprehensive income (3) 1
Total comprehensive loss attributable to equity holders of the Group (435) (546)
Basic & dilutive earnings per ordinary share (pence) 8 (1.22) (1.71)
The notes form part of the unaudited condensed consolidated interim financial
statements
HYDROGEN FUTURE INDUSTRIES PLC - CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS
STATEMENT OF FINANCIAL POSITION
FOR THE 6 MONTH PERIOD ENDING 31 JANUARY 2024
Unaudited Unaudited Audited
at 31 January
2024 at 31 January at 31 July
2023
2023
Note £'000 £'000 £'000
NON-CURRENT ASSETS
Property, plant and equipment 23 28 25
Intangibles assets 474 492 476
Right-of-use assets 56 22 72
Investments in associate 93 100 93
TOTAL NON-CURRENT ASSETS 646 642 666
CURRENT ASSETS
Cash and cash equivalents 263 736 262
Trade and other receivables 41 40 51
TOTAL CURRENT ASSETS 304 776 313
TOTAL ASSETS 950 1,418 979
NON-CURRENT LIABILITIES
Lease liabilities 32 5 24
TOTAL NON-CURRENT LIABILITIES 32 5 24
CURRENT LIABILITIES
Trade and other payables 266 8 103
Lease liabilities 28 13 43
TOTAL CURRENT LIABILITIES 294 21 146
TOTAL LIABILITIES 326 26 170
NET ASSETS 624 1,392 809
EQUITY
Share capital 10 478 338 478
Share premium 10 3,482 2,256 3,482
Share based payment reserve 11 45 44 44
Share capital to issue 250 - -
Foreign exchange reserve 15 1 18
Retained earnings (3,646) (1,247) (3,213)
TOTAL EQUITY 624 1,392 809
The notes form part of the unaudited condensed consolidated interim financial
statements
HYDROGEN FUTURE INDUSTRIES PLC - CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS
STATEMENT OF CHANGES IN
EQUITY
FOR THE 6 MONTH PERIOD ENDING 31 JANUARY 2024
Share capital Share premium SBP reserve Share capital to issue Foreign exchange reserve Retained earnings Total equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 Jan 2022 298 1,900 31 - - (274) 1,955
Loss for period - - - - (426) (426)
Total comprehensive income for period - - - - - (426) (426)
Transactions with owners in own capacity
Transactions with owners in own capacity 298 1,900 31 - - - 2,229
Balance at 31 July 2022 298 1,900 31 - - (700) 1,529
Loss for period - - - - - (547) (547)
Other comprehensive income - - - - 1 - 1
Total comprehensive income for period - - - - 1 (547) (546)
Transactions with owners in own capacity
Ordinary Shares issued in the period 40 356 - - - - 396
Employee options issued - - 13 - - - 13
Transactions with owners in own capacity 40 356 13 - - - 359
Balance at 31 January 2023 338 2,256 44 - 1 (1,247) 1,392
Loss for period - - - - (566) (566)
Other comprehensive income - - - - 17 - 17
Total comprehensive income for period - - - - 17 (566) (549)
Transactions with owners in own capacity
Ordinary Shares issued in the period 140 1,260 - - - - 1,400
Acquisition of subsidiary - HFI IP Holdings - - - - - (1,400) (1,400)
Share issue costs - (34) - - - - (34)
Transactions with owners in own capacity 140 1,226 - - - (1,400) (34)
Balance at 31 July 2023 478 3,482 44 - 18 (3,213) 809
Loss for period - - - - - (432) (432)
Other comprehensive income - - - - (3) - (3)
Total comprehensive income for period - - - (3) (432) (435)
Transactions with owners in own capacity
Share capital to issue - - - 250 - - 250
Share based payments - - 1 - - - 1
Transactions with owners in own capacity - - - 250 - - 250
Balance at 31 January 2024 478 3,482 45 250 15 (3,646) 624
HYDROGEN FUTURE INDUSTRIES PLC - CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS
STATEMENT OF CASHFLOW
FOR THE 6 MONTH PERIOD ENDING 31 JANUARY 2024
Period ended Period ended
31 January 2024
31 January 2023
Note £'000 £'000
Cash flow from operating activities
Loss for the financial period (432) (547)
Adjustments for:
Share based payment reserves 1 13
Foreign exchange movements - 1
Depreciation on property, plant & equipment 10 5
Amortisation on right-of-use assets 15
Amortization on patents 14 -
Changes in working capital:
Decrease in trade and other receivables 1 54
Increase / (decrease) in trade and other payables 157 (74)
Net cash outflow from operating activities (234) (548)
Cash flows from investing activities
Purchase of property, plant and equipment (9) (39)
Investment in TG Holdings Ltd - (50)
Net cash outflow from investing activities (9) (89)
Cash flows from financing activities
Proceeds received in advance of share issues 250 -
Payment of lease liabilities (6) (4)
Net cash outflow from financing activities 244 (4)
Net increase in cash and cash equivalents 1 (641)
Cash and cash equivalents at beginning of the period 262 1,383
Foreign exchange impact on cash balance - (6)
Cash and cash equivalents at end of the period 263 736
HYDROGEN FUTURE INDUSTRIES PLC - CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION
FOR THE 6 MONTH PERIOD ENDING 31 JANUARY 2024
1 General information
Hydrogen Future Industries Plc ("the Company") was incorporated on 13 July
2021 in England and Wales with Registered Number 13508782 under the Companies
Act 2006.
The address of its registered office is Eccleston Yards, 25 Eccleston Place,
London SW1W 9NF, United Kingdom.
The principal activity of the Company and its subsidiaries collectively
referred to as "the Group" is the development of proprietary wind-based green
hydrogen production system featuring an advanced aerodynamic wind turbine and
a high-performance electrolyser.
The Company commenced trading on the Aquis Stock Exchange ("AQSE") Growth
Market on 1 December 2021. The unaudited condensed consolidated interim
financial statements ("interim financial statements") present the consolidated
results of the Group.
2 Accounting policies
IAS 8 requires that the directors shall use their judgement in developing and
applying accounting policies that result in information which is relevant to
the economic decision-making needs of users, that are reliable, free from
bias, prudent, complete and represent faithfully the financial position,
financial performance and cash flows of the entity.
3 Basis of preparation
The unaudited condensed consolidated interim financial statements ("interim
financial statements") have been prepared in accordance with the requirements
of the AQSE rules and international accounting standards in conformity with
the requirements of the companies act 2006 and the companies act 2006
applicable to companies reporting under UK-adopted international accounting
standards ("IFRS").
The interim financial statements have been prepared in accordance with IAS 34
"interim financial statements". The interim financial statements do not
include all disclosures that would otherwise be required in a complete set of
financial statements but have been prepared in accordance with the existing
accounting policies of the company.
The interim financial statements for the 6-month period from 1 August 2023 to
31 January 2024 are unaudited. Comparatives have been provided for the
comparable period ending 31 January 2023.
The interim financial statements have been prepared using the measurement
bases specified by IFRS for each type of asset, liability, income and expense.
The interim financial statements do not constitute statutory accounts within
the meaning of section 434 of the Companies Act 2006. The accounting policies
adopted are consistent with those applied in the Company's last audited annual
financial statements ending 31 July 2023 and can be viewed on the Company's
website (https://hydrogenfutureindustries.com/
(https://hydrogenfutureindustries.com/) ).
The interim financial statements are presented in British Pounds sterling
("£") unless otherwise stated, which is the Group's functional and
presentational currency. The directors have decided to only present
consolidated interim financial statements and not parent level financial
statements as they believe consolidated statements alone present an accurate
depiction of the Group's financial performance and position.
The performance of the Group is not affected by seasonal factors and the risk
factors applicable to the Group have not changed materially since the
publication of the annual report and financial statements for the period
ending 31 July 2023.
4 Going concern
The directors have assessed the Group's ability to continue as a going concern
and are satisfied that the Group has adequate resources to continue in
operational existence for the foreseeable future. The Group's auditors
included a material uncertainty related to going concern in the last annual
report based on the ability of the Group to source additional funding in the
12 months from signoff of the annual report in July 2023. The directors are
confident in the ability of the Group to satisfy this condition and hence
continue to adopt the going concern basis in preparing these interim financial
statements.
5 Accounting policies
The same accounting policies, presentation and methods of computation have
been followed in these interim financial statements as were applied in the
preparation of the Group's annual financial report for the period ended 31
July 2023, except for the impact of the adoption of the standards and
interpretations described below and new accounting policies adopted as a
result of changes in the Company.
6 Critical accounting estimates and judgments
In preparing the unaudited interim consolidated financial statements, the
directors are required to make judgments on how to apply the Group's
accounting policies and make estimates about the future. Estimates and
judgements are continuously evaluated based on historical experiences and
other factors, including expectations of future events that are believed to be
reasonable under the circumstances. In the future, actual experience may
deviate from these estimates and assumptions.
The key assumptions concerning the future and other key sources of estimation
uncertainty at the reporting date that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within
the next financial year, are described below:
Impairment of investments and loans to subsidiaries
The Group and the Company assess at each reporting date whether there is any
objective evidence that investments in and loans to subsidiaries are
impaired. To determine whether there is objective evidence of impairment, a
considerable amount of estimation is required in assessing the ultimate
realisation of these investments/receivables, including valuation,
creditworthiness and future cashflows. As at the period end the Directors do
not assess there to be any impairment of these amounts.
Recoverable value of intangible assets
Costs capitalised in respect of the Group's intangible assets are required to
be assessed for impairment. Such an estimate requires the Group to exercise
judgement in respect of the indicators of impairment and also in respect of
inputs used in the models which are used to support the carrying value of the
assets. Such inputs include estimates of production profiles, commodity
prices, capital expenditure, inflation rates, and pre-tax discount rates that
reflect current market assessments of (a) the time value of money; and (b) the
risks specific to the asset for which the future cash flow estimates have not
been adjusted. The directors concluded that there was no impairment as at 31
January 2024.
7 Administrative expenses
Period ended Period ended
31 January 2024 31 January 2023
£'000 £'000
Salaries and wages* (33) (41)
Insurance (16) (17)
Travel (2) -
Other administrative expenses (43) (148)
(94) (206)
*During the period the Group has invested in the development of wind turbine
technology and has utilised employees to assist with this. A portion of
salaries has been allocated to research and development expenditure and the
Company will look to capitalise expenditure when certain criteria are reached
in relation to the commercial viability of technology.
8 Earnings per Ordinary Share
Period ended Period ended
31 January 2024 31 January 2023
Loss attributable to shareholders of HFI - £'000 (432) (547)
Weighted number of ordinary shares in issue 47,750,000 32,043,443
Basic & dilutive earnings per share from continuing operations - pence (1.22) (1.71)
There is no difference between the diluted loss per share and the basic loss
per share presented. Share options and warrants could potentially dilute basic
earnings per share in the future but were not included in the calculation of
diluted earnings per share as they are anti-dilutive for the period presented.
9 Subsidiaries
Name Holding Business Activity Country of Incorporation Registered Address
HFI Energy Systems Ltd 100% Research & development England & Wales Eccleston Yards, 25 Eccleston Place, London SW1W 9NF
HFI Energy Systems US Inc 100% Research & development United States of America 16 Nugget Court, Whitehall, MT 59759
HFI IP Holdings Ltd 100% IP holding company England & Wales Eccleston Yards, 25 Eccleston Place, London SW1W 9NF
HFI Development Ltd 100% Research & development England & Wales Eccleston Yards, 25 Eccleston Place, London SW1W 9NF
HFI Consulting Limited 100% Licensing entity England & Wales Eccleston Yards, 25 Eccleston Place, London SW1W 9NF
10 Share capital & share premium
Ordinary shares Share capital Share premium Total
£'000 £'000 £'000 £'000
At 31 July 2022 29,800,000 298 1,900 2,198
Issue of ordinary shares (1) 3,450,000 35 311 345
Issue of ordinary shares (2) 500,000 5 45 50
At 31 January 2023 33,750,000 338 2,256 2,594
Issue of ordinary shares (3) 14,000,000 140 1,260 1,400
Share issue costs - - (34) (34)
At 31 July 2023 47,750,000 478 3,482 3,959
- - - -
At 31 January 2024 47,750,000 478 3,482 3,959
(1)On 5 October 2022, the Company issued 3,450,000 ordinary shares of £0.01
at their nominal value of £0.01.
(2) On 16 January 2023, the Company issued 500,000 ordinary shares of £0.01
at a price of £0.1 per share.
(3) On 23 May 2023, the Company issued 14,000,000 ordinary shares of £0.01 at
a price of £0.1 per share.
There is currently an authorised share capital limit in place for the Company
which is subject to review at the next Annual General Meeting.
11 Share based payment reserve
Group
£'000
At 31 July 2022 31
Employee options issued (1) 13
At 31 January 2023 44
Employee options (2) -
At 31 July 2023 44
Employee options (2) 1
At 31 January 2024 45
(1) On 4 November 2022, the Group issued 6,000,000 employee options to the
directors of the Company, the director of the subsidiary and one consultant.
All options vested immediately apart from 1,500,000 options issued to the
director of the subsidiary which vest of the satisfaction of various
performance conditions. All options are exercisable at the price of £0.10 per
ordinary share and are exercisable, either in whole or part, for a period of
five years from the date of issue.
(2) The charges in the following periods relate to the value of the options
being released over the vesting period.
Warrants
As at 31 January 2024
Weighted average exercise price Number of warrants
Brought forward at 1 August 2023 6.25p 8,050,000
Granted in period -
Vested in period -
Outstanding at 31 January 2024 6.25p 8,050,000
Exercisable at 31 January 2024 6.25p 8,050,000
The weighted average time to expiry of the warrants at the end of period is
1.12 years
Options
As at 31 January 2024
Weighted average exercise price Number of options
Brought forward at 1 August 2023 -
Granted in period -
Vested in period -
Outstanding at 31 January 2024 10p 6,000,000
Exercisable at 31 January 2024 10p 4,500,000
The weighted average time to expiry of the options as at 31 January 2024 is
3.76 years.
12 Related party transactions
Directors remuneration
During the period directors accrued the following remuneration:
- Daniel Maling: £30,000
- Fungai Ndoro: £12,000
- Neil Ritson: £12,000
Subscription for equity
In relation to the equity issue on 20 February 2024, Neil Ritson, Fungai Ndoro
and Daniel Maling, directors of the Company, and the Company's largest
shareholder and PDMR, Timothy Blake (also a director of the Company's wholly
owned development subsidiary) participated in the Fundraise and also received
warrants.
13 Ultimate controlling party
As at 31 January 2024, there was no ultimate controlling party of the Company.
14 Events subsequent to period end
Issue of equity
On 20 February 2024, the Company completed a subscription to raise gross
proceeds of £545,000 through the issue of 10,900,000 new ordinary shares
of 1 pence each at a price of 5 pence per new Ordinary Share. The
subscription included one warrant for every two new Ordinary Shares subscribed
for, exercisable at the Subscription Price for a period of two years from
Admission. In aggregate 5,450,000 Warrants were issued as part of the
fundraise.
Issue of equity
On 22 February 2024, the Company completed an additional subscription to raise
gross proceeds of £7,500 through the issue of 150,000 new ordinary shares
of 1 pence each at a price of 5 pence per new Ordinary Share. The
subscription included one warrant for every two new Ordinary Shares subscribed
for, exercisable at the Subscription Price for a period of two years from
Admission.
Issue of equity
On 8 April 2024, the Company completed an additional subscription to raise
gross proceeds of £60,000 through the issue of 1,200,000 new ordinary
shares of 1 pence each at a price of 5 pence per new Ordinary Share. The
subscription included one warrant for every two new Ordinary Shares subscribed
for, exercisable at the Subscription Price for a period of two years from
Admission.
15 Approval of the financial statements
The interim financial statements were approved by the board of directors on 29
April 2024.
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