REG - EQTEC PLC - Final Results
30/06/2025 14:30
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RNS Number : 0288P EQTEC PLC 30 June 2025
30 June 2025
EQTEC plc
("EQTEC", the "Company" or the "Group")
Audited results for the year ended 31 December 2024
EQTEC plc (AIM: EQT), a global technology innovator powering distributed,
decarbonised energy infrastructure through waste-to-value solutions for
hydrogen, biofuels, and energy generation, announces its audited results for
the year ended 31 December 2024, together with post-period developments.
Financial Highlights
· Revenue and other operating income: €2.2 million (2023: €2.5
million)
· Operating loss before interest, and significant items: €3.6
million (2023: €3.5 million)
· The net loss including significant and non-recurring items was
€19.4 million, which included provision for asset impairments of c. €14
million
· Net assets: €13.7 million (2023: €21.2 million)
· €2.9 million refinancing of Italia MDC with Banca del Fucino,
backed by Italy's state credit body.
· Refinancing of EQTEC's senior debt facility with a new bullet
maturity structure, now extended post-period to December 2027.
· Two equity raises totalling c. £2 million, ensuring operational
liquidity during the year.
· Acquisition of Italia MDC's real estate, removing lease exposure
and consolidating control.
· Group-wide cost rationalisation, including downsizing operations
to a more efficient footprint in Barcelona.
Commercial and Operational Highlights
Reference Plants - Two Pathways to Validation
· Italia MDC (Italy): Underwent significant upgrades after late
2023 operational issues. Appointed a new general manager and implemented a
refurbishment and preventative maintenance programme. Insurance-funded repairs
are ongoing, with efforts underway to bring the plant back to stable
operations and expand its remit through local investment and partnerships.
· Agrigas Plant (Greece): Engaging directly with AgriGas, EQTEC
supported completion and commissioning of the project in 2024. Recovery
measures were co-developed with AgriGas after flooding and EPC delays,
including upgrades for thermal recovery, O&M simplification, and enhanced
controls.
Strategic Partnership: CompactGTL
· Partnership evolved into a platform company focused on modular,
distributed synthetic fuel production from waste.
· Integration trials completed in France; progressing toward the
first commercial-scale demonstration plant.
· CompactGTL invested over £3.8 million into the mobile
Syngas-to-Liquid Fuels Pilot Plant, to which, post-Period, EQTEC contributed
£250,000 for a 10% stake.
· April 2025: £1.5 million equity subscription from CompactGTL
through its subsidiary Compact WTL Tech Limited (CWTL) and novation agreed by
CWTL with EQTEC's secured lenders.
· June 2025: Option Agreement granting EQTEC the right to require
up to £1.5 million further equity subscription from CWTL over 12 months.
International Project Progress
· USA: Active partnerships and project development in Hawaii and
the Pacific Northwest through a Collaboration Framework Agreement with
Simonpietri Enterprises LLC (SEL), covering multiple RNG and CHP projects.
o Three projects in Hawaii and Washington are at various stages of FEL
design.
o North Fork (California): Final commissioning phase under new project
leadership.
o BMEC (California): Continued engineering support while Phoenix Energy
progresses work toward public funding.
· France: Progress delayed due to RNG tariff uncertainty and Idex's
strategic pause. Nonetheless, EQTEC secured further pre-FEED grants through
GRDF and is developing new engineering assets raising its profile and
reinforcing its market position in RNG sector in France.
· Croatia: Reconfigured Belišće and Karlovac projects now aligned
to gate fee and steam sale models. Full impairment to the carrying value of
the assets, applied from an accounting perspective. However this prudent
accounting treatment does not diminish the Board's commitment and enthusiasm
to progress the redefined projects, and maintaining active engagement with
investors and lenders, underpinned by strong industrial anchors and a clear
path to long-term value.
· UK: Partial recovery of funds invested achieved through legal
settlement with Logik Developments. A derecognition of legacy exposures.
David Palumbo, CEO of EQTEC, commented:
"2024 was another defining year for EQTEC. While many in the sector faltered,
we held our ground and continued to deliver progress, despite constrained
capital and persistent market challenges. We remained focused and disciplined,
supported by our partners and shareholders, even as we managed ongoing risks
around funding and cash flow.
As noted in our going concern assessment, we continue to face and manage
material risks related to funding and cash flow. These challenges are driven
by global economic volatility and evolving policy frameworks affecting
renewable energy funding. However, we have faced similar pressures before and
emerged stronger-through focus, discipline, and the support of our partners
and shareholders.
Over the past year, EQTEC has evolved into a business grounded in
fundamentals-not subsidy, speculation, or hype. Today, we are one of a select
group of clean technology companies with operating reference plants, a growing
pipeline of commercial opportunities, committed strategic partners, and a
proven, scalable platform for syngas applications. With this foundation, we
are better positioned than ever to drive sustainable, long-term value."
Current Trading and Outlook
EQTEC enters 2025 with a focused strategy centred on scalability, capital
efficiency, and commercialisation:
· Targeting commissioning of one or two additional reference plants
during 2025.
· Anticipating modest progress across US and EU projects as they
await confirmation of government incentives or tariff support.
· Advancing toward final investment decision (FID) on the first
synthetic fuel facility under the CWTL platform.
· Strong focus on dominating the waste-to-fuels segment through
modular gasification, trusted partners, and replicable designs.
· Growing engineering and licensing contracts pipeline,
representing EQTEC's high-margin, low-capex future.
· Increasing engagement with institutional investors and strategic
partners to strengthen market positioning.
· Continued investment in IP, optimised plant configurations, and
validation of new applications with minimal capital outlay.
· Secured £1.5 million equity investment from strategic partner
CWTL (April 2025), along with novation of existing loan agreements to simplify
and strengthen capital structure.
· Investment of £250,000 into CGTL's containerised
Syngas-to-Liquid Fuels Pilot Plant, to secure 10% equity interest and
deepening involvement in synthetic fuel innovation.
· Entered an Option Agreement in June 2025 with CWTL for up to
£1.5 million in additional equity funding over the next 12 months, providing
enhanced funding flexibility and strategic alignment.
Annual report
The full, 2024 annual report, which addresses all the points above and which
details full, financial results and other performance outcomes for the
Company, may be found on the Company's website at https://eqtec.com
(https://eqtec.com)
Additionally, the full, 2024 annual report for the Company is available at the
following hyperlink:
https://eqtec.com/investors-media/share-information-news/document-library/
(https://eqtec.com/investors-media/share-information-news/document-library/)
The Chairmans Statement, the CEO Report, principal financial tables and
associated notes, extracted from the Annual Report, are set out below.
This announcement contains inside information as defined in Article 7 of the
EU Market Abuse Regulation No 596/2014, as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018, as
amended, and has been announced in accordance with the Company's obligations
under Article 17 of that Regulation.
ENQUIRIES
EQTEC plc +44 20 3883 7009
David Palumbo
Strand Hanson - Nomad & Financial Adviser +44 20 7409 3494
James Harris / Richard Johnson
Shard Capital Partners LLP - Broker +44 20 7186 9927
Damon Heath / Isabella Pierre
Fortified Securities - Broker +44 20 3411 7773
Guy Wheatley
Global Investment Strategy UK Ltd - Broker +44 20 7048 9045
Samantha Esqulant
2024 CHAIRMAN'S STATEMENT
A Changing World - and Our Place in It
The global backdrop in 2024 has been defined by volatility, fragmentation, and
a hardening consensus: the energy transition is no longer a luxury-it is an
imperative for energy security. Conflict in Europe and the Middle East,
persistent inflation, tightening monetary policies, and growing
decarbonisation urgency have all catalysed a recalibration of capital markets,
public policy, and corporate priorities. In this environment, technology and
sustainability are no longer peripheral-they are foundational.
For EQTEC, operating at the intersection of waste management and clean energy,
this new reality presents both challenge and opportunity. We are now in a
world not only supportive of clean energy-but driven by it. As stakeholders
across government, industry, and society search for scalable, decentralised
solutions, EQTEC's unique capabilities in advanced syngas production are
increasingly aligned with emerging demand. We are proud to stand alongside
those who share our vision for a circular, resilient, decarbonised future.
Acknowledging Our Shareholders and Stakeholders
This changing world has required EQTEC to change and it has not been without
cost. EQTEC has undergone a profound strategic shift-from project development
to an asset-light, IP-led licensing model. It has demanded difficult
decisions: writing down legacy assets, restructuring operations, and
confronting painful realities in a more unforgiving capital market.
Throughout this, our shareholders have shown patience, fortitude, and belief.
The same can be said of our clients, partners, and people, who have continued
to back our mission with energy and conviction. This period has tested
assumptions and exposed vulnerabilities-but it has also revealed our
collective resilience. In standing firm, you have empowered us to act boldly.
Perspective from Across the Aisle - No One Is Immune
2024 also served as a sobering reminder: no business is too big or too
visionary to be shielded from structural pressures. Across industrial and
cleantech sectors, once-stable firms and celebrated disruptors alike have
faced existential resets-through restructurings, asset divestments, or
outright collapse. These are not aberrations; they reflect a new paradigm in
which capital is selective, scrutiny is intense, and strategic drift is
punished.
In this new environment, survival is not about size-it is about focus. EQTEC
is not exempt from these challenges. We, too, face project delays, cost
pressures, and heightened expectations. But we have responded with clarity: by
narrowing our efforts to where we lead, by doubling down on execution, and by
choosing our partners wisely. The hardest part may still lie ahead-access to
capital will remain tight, policy implementation uneven, and competition
fierce. But EQTEC is now better positioned to navigate this future-not by
betting on scale, but by staying deliberate.
Policy and Market Tailwinds - From SAF Mandates to Energy Security
One of the most compelling shifts in 2024 has been the rise of policy-backed
markets for low-carbon fuels. The UK's Sustainable Aviation Fuel (SAF)
mandate, requiring 10% SAF blending by 2030, and the EU's RefuelEU Aviation
regulation are now law. These are being matched by similar mandates in the US
and Asia. Further strengthening the investment case, the UK has proposed a
"strike price" mechanism to de-risk pricing for SAF producers through
government-backed, private contracts-an unprecedented step to crowd in capital
and accelerate deployment.
This is precisely where EQTEC's technology excels. Our advanced gasification
platform converts a wide range of waste into syngas-a flexible, low-carbon
intermediate fuel suitable for SAF, renewable natural gas, hydrogen, and more.
As corporates and governments confront binding emissions targets and limited
infrastructure, EQTEC offers not just a vision, but a viable, shovel-ready
solution that can integrate with existing supply chains.
Synthetic Fuels - The Next Frontier
Nowhere is this opportunity more acute than in transport fuel decarbonisation.
The race to develop scalable, sustainable alternatives-SAF, green methanol,
hydrogen-is attracting billions in investment. Yet there remains a stubborn
gap between ambition and capacity. Major airlines, logistics providers, and
fuel suppliers are discovering that even with policy support, there simply
isn't enough feedstock or infrastructure to deliver on promises.
EQTEC is positioned to fill that gap. Our syngas serves as a versatile,
drop-in feedstock for Fischer-Tropsch, methanation, and gas-to-liquid systems.
It bridges the waste problem with the fuel solution, enabling circular
production of certified, drop-in fuels. Our partnerships, such as the one
under development with CompactGTL, are accelerating the shift from concept to
implementation. Together, we are advancing an integrated, end-to-end model for
waste-to-fuel production-one that is not only bankable, but operational.
But innovation alone is not enough. This market rewards execution and punishes
the unprepared. EQTEC's strength lies in its ability to deliver-not just in
theory, but in practice. Our technology has been tested in complex plant
environments, and our teams have weathered the realities of early-stage
infrastructure. This lived experience is now a competitive advantage.
The Path Ahead - From Survival to Growth
If 2023 was the year we held the line and 2024 the year we redefined our
model, the years ahead will be about intelligent, sustainable growth. EQTEC
will not build and operate plants-we will enable them. Our strategy is
grounded in licensing, engineering services, and high-value collaborations.
Our value is in the IP we've developed and the partnerships we now cultivate.
The journey forward will require discipline, agility, and the continued
support of those who believe in the long view. But the foundation is now in
place. EQTEC is no longer just a technology story-it is a commercial one.
Thank you for standing with us. Together, we are building more than a
business. We are helping redefine industrial resilience and energy innovation
for a new era.
Together, we go forward.
2024 CHIEF EXECUTIVE'S REPORT
Introduction - A Year of Strategic Endurance
2024 has once again challenged the resilience of technology companies across
the clean energy landscape. Where capital scarcity, uncertain regulation, and
shifting investor sentiment have forced several peers into administration or
retreat, EQTEC has remained not just operational, but forward-moving. While
this year did not favour bold expansion, it favoured those prepared to focus,
adapt, and sustain value delivery under pressure. That is what we did.
Our achievements in 2024 were not about exponential growth-they were about
targeted execution, sound technology delivery, strategic repositioning, and
the patient cultivation of partnerships that align with our long-term
strategy. We now enter 2025 with a clearer focus, more commercial credibility,
and greater operational discipline than ever before.
Reference Plants - Two Distinct Pathways to Validation
EQTEC's platform credibility is built not just on technological promise, but
on operational delivery. In 2024, two reference plants-Italia MDC in Tuscany
and AgriGas in Thessaly-continued to evolve as key demonstration sites, each
representing a different strategic pathway for technology validation.
The Italia Market Development Centre (MDC) is maturing into a high-value
technical and commercial asset, but not without setbacks. Developed as a
revamp project, MDC was built within an existing building envelope and relied
heavily on legacy ancillary components dating back to 2010. These design
constraints and ageing systems-some idle for years-introduced considerable
complexity and uncertainty around residual life expectancy.
In 2024, the plant navigated a period of realignment following operational
difficulties in late 2023. At the core of those challenges were two critical
learnings: the importance of high-quality, on-site leadership, and the need
for a professionalised operating company capable of managing the demands of a
first-of-a-kind facility. The plant, however, suffered from inconsistent
staffing, particularly in operations management, which was a contributing
factor to an air ingress into the syngas filter system. This was subsequently,
after detailed investigation and third party reports, understood to have
caused critical damage that led to extended downtime over a greater period of
time than initially expected.
Rather than treat the event only as a setback, EQTEC used it as a catalyst for
improvement. A successful insurance claim enabled repairs, while a broader
refurbishment plan was initiated to replace underperforming legacy components
and embed long-term preventative maintenance routines. Most significantly, the
appointment of a seasoned general manager after the summer, with a clear
mandate to build a mission-driven culture and instil operational discipline.
Since this leadership transition, plant performance, team cohesion, and
stakeholder trust have markedly improved.
At the time of writing, repair and upgrade works are actively underway, with
the aim of returning the plant to stable operations. In parallel, the Company
is engaged in constructive discussions both with MDC existing shareholders to
secure further investment in the plant, and with the lending bank to agree a
necessary grace period on repayments. In addition, dialogues have been opened
with prospective strategic investors from within the local community. These
discussions aim not only to strengthen the plant's operational base but also
to expand the scope of the local entity's activities-potentially encompassing
workforce training, educational partnerships, and the broader
commercialisation of EQTEC's technology in the Italian market.
Italia MDC has already and will continue to fulfil its role as a commercial
demonstration site-hosting public officials, prospective customers, and
financial partners.
For EQTEC, the experience has reinforced three key principles:
· We must act as technology licensors, not plant operators;
· Our partners must be well-capitalised and operationally
competent; and
· Reference plants only succeed when matched with robust and
resourced operational frameworks.
By contrast, the AgriGas plant in Greece reflects a different approach-a
new-build project fully designed and delivered by EQTEC from the ground up.
Owned and operated by Greek project developer, AgriGas, the facility is
strategically located in a region rich in agricultural waste and operates
under Greece's renewable Feed-in-Tariff scheme. Its design emphasises
throughput, simplicity, and repeatability, delivering both electricity to the
grid and thermal energy to local users.
AgriGas avoided many of the physical constraints that challenged Italia MDC,
but it faced its own difficulties. In 2023, widespread flooding in the region
and the underperformance of its EPC contractor delayed full commissioning and
created operational disruption. EQTEC re-engaged with AgriGas in early 2024 to
stabilise plant performance and support resolution of technical and design
issues.
Together, EQTEC and AgriGas began implementing a second wave of
enhancements-targeting improved thermal recovery, simplified O&M, and
upgraded control systems for greater visibility and remote monitoring. These
efforts reflect a deeper collaboration aimed at long-term performance,
replicability, and risk reduction.
The lessons from Italia MDC and AgriGas offer two sides of the same coin: how
EQTEC technology adapts to retrofitted environments with legacy constraints,
and how it scales seamlessly in greenfield applications with more standardised
conditions. Both plants are now catalysing new projects across southern
Europe, and both remain central to EQTEC's vision for scalable, decentralised
waste-to-energy infrastructure.
CompactGTL - Building the Synthetic Fuel Platform
2024 also marked the expansion of one of our most important strategic
partnerships: our joint venture (JV) with CompactGTL. Building on over a year
of pilot-level integration at the LERMAB facility in France, the partnership
now moves into the design and funding phase for a commercial-scale,
waste-to-liquid-fuel plant.
CompactGTL brings one of the only commercially demonstrated microchannel
reactor systems for gas-to-liquids (GTL), used historically by large energy
companies. EQTEC brings reliable syngas generation from complex waste.
Together, we aim to produce drop-in liquid fuels such as SAF, e-diesel and
synthetic kerosene from non-recyclable waste-addressing two urgent challenges:
decarbonising transport and reducing landfill.
In 2024, we transitioned the JV into a platform company with a mandate to
build and operate modular, scalable synthetic fuel infrastructure. This
structure will now serve as a magnet for strategic capital, including
discussions with Middle Eastern investors, sovereign wealth funds, and energy
incumbents. Our shared ambition is to roll out small, replicable plants close
to waste sources and near points of fuel demand. With SAF mandates on the
rise, demand is outpacing infrastructure, and EQTEC-CGTL is one of very few
partnerships technically ready to deliver at distributed scale.
Commercial Wins and Project Delivery
While our restructuring was a priority in 2024, we also achieved several
project wins and delivery milestones. Notably:
In France:
Progress has been modest across our three high-profile projects, primarily due
to regulatory uncertainty and shifting partner priorities. A key obstacle
remains the lack of clarity around the national RNG tariff, which continues to
delay final investment decisions. Our partners, including Idex, are actively
exploring alternative commercial models, but until a tariff is confirmed,
progress at both Limoges and Gardanne remains on hold. At Grand Combe, Idex
is working to validate the business case for an on-site pellet production
facility, which is critical to making the heat offtake from the gasification
plant commercially viable. Without a clear, bankable offtake, Idex is not in a
position to move forward. In parallel, Antin-the current owner of Idex-is
reportedly exploring a potential sale of the company, which has led to a
temporary freeze on innovative or higher-risk projects, including ours. These
dynamics have created further delay in reaching investment readiness.
Despite these headwinds, EQTEC has strengthened its leadership position in the
French RNG sector. Through years of engineering and development work, we have
built deep technical certainty and cost visibility for advanced gasification
applications in France. Our relationship with GRDF, the national gas grid
operator, has been instrumental-they have consistently championed EQTEC's
technology and facilitated grant funding for further development. Most
recently, GRDF awarded us funding to advance two new pre-FEED projects: one
for a 5 tonnes/day Green Gas Provence project in Istres, replacing the
previous Gardanne site, and another for a 4 tonnes/day facility. Both are
designed to showcase our technology and attract strategic investors or
co-development partners.
In USA
In the United States, EQTEC continued to make targeted progress across a
number of strategic waste-to-energy and biofuels initiatives. While momentum
has varied across projects, the Company has strengthened its position in the
U.S. market through new partnerships, expanded engineering work, and ongoing
support for commissioning and financing activities.
Strategic Partnership in Hawaii and the Pacific Northwest:
In September 2024, EQTEC signed a Collaboration Framework Agreement (CFA) with
Simonpietri Enterprises LLC (SEL), a Hawaii-based project developer focused on
sustainable solutions for waste reuse and decarbonisation in agriculture,
energy, and transportation. The partnership aims to jointly develop a
portfolio of modular, localised waste-to-RNG and Combined Heat and Power (CHP)
projects across Hawaii and the U.S. Pacific Northwest, with SEL owning and
operating the facilities.
Under the CFA, three projects are already underway:
o Aloha SMRFF (Sustainable Materials Recycling and Fertilizer Facility),
Kapolei, Hawaii:
FEED (FEL 3) was initiated by EQTEC in September 2024 for a 2 tonnes-per-hour
system.
o Aloha Carbon Honolulu RNG, Kapolei, Hawaii:
Designed for 20 tonnes/hour (350,000 tonnes/year), the FEL-2 design is
complete and the site secured. A FEL-3 proposal worth ~€1.0 million has been
submitted by EQTEC, with a 5-month delivery programme pending client approval.
o Aloha Carbon Tacoma RNG, Washington State:
Also 20 tonnes/hour and 350,000 tonnes/year, this project is at FEL-0 stage,
with site, feedstock, and offtake arrangements identified.
This collaboration significantly enhances EQTEC's presence in the U.S. market
and is expected to result in both commercial deployment and new IP development
in synergy with SEL.
North Fork Community Power (NFCP), California:
Following changes in project leadership now with NFCDC Managing Member as
executive, and the replacement of the EPC contractor (ARPS) in summer 2024,
EQTEC has provided consistent technical support on-site. The new team is now
finalising preparations for commissioning, with the project expected to enter
that phase in the coming months.
Blue Mountain Electric Company (BMEC), California:
Progress has continued at a measured pace as Phoenix Energy, our partner,
works with local stakeholders to secure additional public funding and reach
financial close. However, ongoing policy shifts and funding delays under the
current U.S. administration have impacted the project's timeline and certainty
of funding.
In Croatia, the original Belišće project has been reconfigured to align with
the evolving requirements of the area's key industrial partner, multinational
DS Smith. The revised project, developed by Synergy Projects d.o.o.-a joint
venture between EQTEC and Sense ESCO-is designed as a fully integrated waste
management solution. It will convert locally sourced plastic-rich waste into
syngas through pelletisation and gasification. The hot syngas will be used to
dry DS Smith's industrial sludge and generate steam for their operations,
creating a closed-loop, circular model. This approach not only offers gate fee
revenue for waste processing and income from steam sales but also helps the
customer mitigate exposure to energy price volatility. Planned tests at LERMAB
using DS Smith's feedstock continue to support and broaden ongoing funding
discussions.
While the fundamentals of the re-scoped Belišće project remain compelling,
uncertainty around the timing and recoverability of the investment means that
a reliable fair value assessment is not currently possible. A similar
situation applies to the Karlovac project, where efforts are underway to
reconfigure the business model away from reliance on subsidised tariffs,
toward a gate fee-driven model using existing equipment and assets. In light
of these uncertainties, and notwithstanding the commercial potential, a full
impairment of Croatian assets has been prudently recognised in the 2024
accounts. This accounting treatment does not impact the Board's enthusiasm to
seek to drive these projects forward and nonetheless, momentum is building
across the redefined projects. Synergy is making progress on feedstock and
steam offtake agreements and is working closely with a well-established local
EPC partner to finalise a bespoke plant design with EQTEC. Engagements with
equity investors, local banks, and debt funds remain active, supported by the
strength of the projects' industrial anchors and the clear path to
sustainable, long-term value creation.
In the UK, we resolved legacy matters with Logik Developments and secured
partial recovery of outstanding funds.
Each project continues to validate EQTEC's role as an integrator, engineer,
and technology vendor-not as a principal developer or funder. Our contribution
is defined by technical expertise, reliability, and IP leadership.
Financial Strength and Operational Discipline
We progressively improved our financial position in 2024. Key milestones
included:
- A €2.9 million refinancing for Italia MDC, supported by Banca del
Fucino and backed by Italy's state credit body.
- Refinancing of EQTEC's senior debt facility with a bullet maturity
in 2026, easing cash flow constraints. Post period end maturity was extended
to December 2027.
- Two equity raises totalling c. £2 million, ensuring liquidity
during the year for operations and project mobilisation.
- Successful acquisition of Italia MDC's real estate, eliminating
lease exposure and solidifying asset control.
- Rationalisation of costs across the Group, including the move of
operations management to a smaller footprint in Barcelona.
Looking Ahead - From Reference to Replication
We progress through 2025 with focus. Our aim is not to proliferate into every
sub-sector, but to dominate the space where waste meets fuels-through proven
modular gasification systems, trusted partners, and repeatable design. We are
targeting:
· One or two more new reference plants to reach commissioning.
· Modest progress in the USA and EU projects as they await confirmation
of government funding, incentive schemes, or new tariff structures
· Final investment decisions on our first synthetic fuel facility under
the Compact WTL Tech (CWTL) platform.
· Progress in licensing contracts, which represent the high-margin
future of EQTEC.
· Deeper engagement with institutional investors and strategic
partners.
We will continue investing in IP, refining plant configurations, and
validating new applications with minimal capital deployment. EQTEC's model is
one of leverage-leveraging partnerships, talent, and technology to drive the
next wave of decentralised clean energy.
In April 2025, we secured a £1.5 million equity investment by way of
subscription from our strategic partner, CompactGTL ("CGTL"). CGTL also
reached a commercial agreement with our existing secured lenders, under which
all rights and obligations under the Company's outstanding loan agreements
will be transferred to CGTL via novation. This marks a significant milestone
in the ongoing simplification and strengthening of our capital structure.
From the subscription proceeds, we allocated £250,000 to support the
completion of a mobile, containerised Syngas-to-Liquid Fuels Pilot Plant. The
unit, developed by CGTL, integrates a syngas upgrading system with a
single-channel Fischer-Tropsch reactor and is designed for mobility and rapid
deployment. Once completed, it will be transported to the LERMAB R&D
facility in France, where it will undergo trials to produce synthetic crude
using syngas generated from EQTEC's advanced gasification technology. With
over £3.8 million invested by CGTL into the development of the unit, our
£250,000 contribution secures a 10% equity interest in this high-value asset
and further cements our role in pioneering sustainable synthetic fuel
solutions.
In June 2025, we entered into an Option Agreement with CGTL, under which EQTEC
has the sole right, exercisable at our discretion, to require a further equity
subscription of up to £1.5 million over the next 12 months. This agreement
enhances our funding flexibility and underscores the strategic alignment
between EQTEC and CompactGTL as we accelerate toward commercial-scale
deployment.
Closing Statement
In closing, 2024 was another defining year for EQTEC. We held our ground while
many in the sector faltered, and we delivered progress even in the face of
constrained capital and challenging market conditions.
As noted in our going concern assessment, we continue to face and manage
material risks related to funding and cash flow. However, we have faced
similar pressures before and emerged stronger-through focus, discipline, and
the support of our partners and shareholders.
Over the past year, we have matured into a business model grounded in
fundamentals, not subsidy, speculation, or hype. We now stand among a small
number of clean technology companies with operating plants, a growing project
pipeline, committed strategic partners, and a proven, scalable suite of
technologies.
Consolidated statement of profit or loss
for the financial year ended 31 December 2024
Notes 2024 2023
€ €
Revenue 8 2,201,547 2,546,975
Cost of sales (1,044,429) (2,174,345)
Gross profit 1,157,118 372,630
Operating income/(expenses)
Administrative expenses (4,518,522) (4,363,765)
Other income 9 12,527 109,672
Other gains 11 26,497 431,962
Foreign currency losses (273,860) (48,212)
Operating loss (3,596,240) (3,497,713)
Share of results from equity accounted investments 20 (52,346) (23,603)
Gain arising from sale of investments 22 219,786 -
Change in fair value of financial investments 22 - (26,143)
Finance income 10 107,523 121,320
Finance costs 10 (2,338,695) (1,486,020)
Significant transactions:
Impairment of equity-accounted investments 14 (5,361,520) (2,619,234)
Impairment of other investments 14 - (1,417,066)
Reversal of Impairment of other investments 14 34,529 -
Impairment on loans receivable from project development undertakings 14 - (3,528,550)
Impairment of development assets 14 (120,152) (4,603,546)
Impairment of goodwill 14 (2,000,000) (5,283,459)
Impairment of trade and other receivables 14 (6,302,736) (1,393,864)
Loss before taxation 13 (19,409,851) (23,757,878)
Income tax 15 (8,173) (22,768)
Loss for the year from continuing operations (19,418,024) (23,780,646)
Profit for the year from discontinued operations 35 - 271,954
LOSS FOR THE FINANCIAL YEAR (19,418,024) (23,508,692)
Loss attributable to:
Owners of the Company (19,418,006) (23,508,657)
Non-controlling interest (18) (35)
(19,418,024) (23,508,692)
Consolidated statement of profit or loss
for the financial year ended 31 December 2024 - continued
2024 2023
€ per share € per share
Basic loss per share:
From continuing operations 16 (0.068) (0.208)
From discontinued operations 16 - 0.002
Total basic loss per share 16 (0.068) (0.206)
Diluted loss per share:
From continuing operations 16 (0.068) (0.208)
From discontinued operations 16 - 0.002
Total diluted loss per share 16 (0.068) (0.206)
The notes on pages 12 to 61 form part of these financial statements.
Consolidated statement of comprehensive income
for the financial year ended 31 December 2024
2024 2023
€ €
Loss for the financial year (19,418,024) (23,508,692)
Other comprehensive (loss)/income
Items that may be reclassified
subsequently to profit or loss
Exchange differences arising on retranslation
of foreign operations 59,442 179,037
Other comprehensive income for the year 59,442 179,037
Total comprehensive loss for the financial year (19,358,582) (23,329,655)
Attributable to:
Owners of the company (19,247,843) (23,282,246)
Non-controlling interests (110,739) (47,409)
(19,358,582) (23,329,655)
The notes on pages 12 to 61 form part of these financial statements.
Consolidated statement of financial position
At 31 December 2024
Notes 2024 2023
ASSETS € €
Non-current assets
Property, plant and equipment 17 412,377 615,634
Intangible assets 18 10,052,075 12,177,408
Investments accounted for using the equity method 20 2,000,000 6,832,388
Other financial investments 22 7,452 6,715
Total non-current assets 12,471,904 19,632,145
Current assets
Development assets 24 114,650 613,516
Loan receivable from project development undertakings 24 - 2,066,099
Trade and other receivables 25 807,656 7,044,217
Investments held for resale 26 121 -
Cash and cash equivalents 27 306,933 262,019
Total current assets 1,229,360 9,985,851
Total assets 13,701,264 29,617,996
Consolidated statement of financial position
At 31 December 2024 - continued
Notes 2024 2023
EQUITY AND LIABILITIES € €
Equity
Share capital 28 35,030,737 32,497,848
Share premium 28 89,541,054 88,916,950
Other reserves 28 2,694,125 2,694,125
Accumulated deficit (119,836,008) (100,588,165)
Equity attributable to the owners of the company 7,429,908 23,520,758
Non-controlling interests 29 (2,416,671) (2,305,932)
Total equity 5,013,237 21,214,826
Non-current liabilities
Borrowings 30 5,436,509 2,457,984
Lease liabilities 31 232,580 400,518
Total non-current liabilities 5,669,089 2,858,502
Current liabilities
Trade and other payables 32 2,059,708 2,853,641
Borrowings 30 771,884 2,488,229
Lease liabilities 31 187,346 202,798
Total current liabilities 3,018,938 5,544,668
Total equity and liabilities 13,701,264 29,617,996
The financial statements were approved by the Board of Directors on 30 June
2025 and signed on its behalf by:
Ian
Pearson
David Palumbo
Non-Executive
Chairman
Chief Executive Officer
The notes on pages 12 to 61 form part of these financial statements.
Consolidated statement of changes in equity
for the financial year ended 31 December 2024
Share Other reserves Accumulated deficit Equity attributable to owners of the company Non-controlling interests
Capital Share premium Total
€ € € € € € €
Balance at 1 January 2023 26,799,584 87,203,372 2,694,125 (77,305,919) 39,391,162 (2,258,523) 37,132,639
Issue of ordinary shares in EQTEC plc (Note 28) 1,596,560 2,399,413 - - 3,995,973 - 3,995,973
Conversion of debt into equity (Note 28) 4,101,704 (224,713) - - 3,876,991 - 3,876,991
Share issue costs (Note 28) - (461,122) - - (461,122) - (461,122)
Transactions with owners 5,698,264 1,713,578 - - 7,411,842 - 7,411,842
Loss for the financial year - - - (23,508,657) (23,508,657) (35) (23,508,692)
Unrealised foreign exchange gains/(losses) - - - 226,411 226,411 (47,374) 179,037
Total comprehensive loss for the financial year - - - (23,282,246) (23,282,246) (47,409) (23,329,655)
Balance at 31 December 2023 32,497,848 88,916,950 2,694,125 (100,588,165) 23,520,758 (2,305,932) 21,214,826
Issue of ordinary shares in EQTEC plc (Note 28) 1,781,514 614,295 - - 2,395,809 - 2,395,809
Conversion of debt into equity (Note 28) 751,375 204,470 - - 955,845 - 955,845
Share issue costs (Note 28) - (194,661) - - (194,661) - (194,661)
Transactions with owners 2,532,889 624,104 - - 3,156,993 - 3,156,993
Loss for the financial year - - - (19,418,006) (19,418,006) (18) (19,418,024)
Unrealised foreign exchange gains/(losses) - - - 170,163 170,163 (110,721) 59,442
Total comprehensive loss for the financial year - - - (19,247,843) (19,247,843) (110,739) (19,358,582)
Balance at 31 December 2024 35,030,737 89,541,054 2,694,125 (119,836,008) 7,429,908 (2,416,671) 5,013,237
The notes on pages 12 to 61 form part of these financial statements.
Consolidated statement of cash flows
for the financial year ended 31 December 2024
Notes 2024 2023
€ €
Cash flows from operating activities
Loss for the financial year before income tax (19,409,851) (23,757,878)
Adjustments for:
Depreciation of property, plant and equipment 17 229,381 181,584
Amortisation of intangible assets 18 125,333 124,664
Gain arising from the sale of investments 22 (219,786) -
Impairment of goodwill 14 2,000,000 5,283,459
Impairment of equity-accounted investments 14 5,361,520 2,619,234
Impairment of other investments 14 - 1,417,066
Impairment of loans receivable 14 - 3,528,550
Reversal of impairment of other investments 14 (34,529) -
Impairment of development assets 24 120,152 4,603,546
Impairment of trade and other receivables 14 6,302,736 1,393,864
Share of loss of equity accounted investments 20 52,346 23,603
Change in fair value of financial investments 22 - 26,143
Gain on debt for equity swap 11 (26,497) (431,962)
Unrealised foreign exchange movements (140,724) 451,240
Operating cash flows before working capital changes (5,639,919) (4,536,887)
Decrease/(Increase) in:
Development assets 138,367 54,100
Trade and other receivables 272,008 (1,274,229)
Decrease in Trade and other payables (889,007) (1,020,070)
Cash used by operations (6,118,551) (6,777,086)
Finance income 10 (107,523) (121,320)
Finance costs 10 2,338,695 1,486,020
Taxes paid (14,363) 145
Net cash used in operating activities - continuing operations (3,901,742) (5,412,241)
Net cash used in operating activities - discontinued operations
35 - (1,448)
Net cash used in operating activities (3,901,742) (5,413,689)
Cash flows from investing activities
Addition to tangible assets 17 - (6,265)
Additions to intangible assets 18 - (7,300)
Proceeds from disposal of other investments 22 241,681 -
Cash inflow from disposal of subsidiary 34 - 225,573
Loans repaid by project development undertakings 24 2,376,496 -
Investment in equity accounted undertakings 20 - (29,780)
Loans advanced to equity accounted undertakings 20 (498,275) (350,450)
Loans repaid by equity accounted undertakings 20 24,320 35,700
Investment in unconsolidated subsidiary 22 - (1,000)
Addition to other investments 22 (737) (5,665)
Grants received 33 700,000 300,000
Other advances to equity accounted undertakings (179,998) (2,000)
Interest received - 39
Net cash generated from investing activities 2,663,487 158,852
Consolidated statement of cash flows
for the financial year ended 31 December 2024 - continued
Notes 2024 2023
€ €
Cash flows from financing activities
Proceeds from borrowings and lease liabilities 30 441,687 2,291,952
Repayment of borrowings and lease liabilities 30 (1,205,107) (2,309,483)
Loan issue costs 30 (85,859) (50,361)
Proceeds from issue of ordinary shares 28 2,395,809 4,051,609
Share issue costs 28 (144,276) (295,670)
Interest paid (10,167) (12,488)
Net cash generated from financing activities 1,392,087 3,675,559
Net increase/(decrease) in cash and cash equivalents 153,832 (1,579,278)
Cash and cash equivalents at the beginning of the financial year 113,838 1,693,116
Cash and cash equivalents at the end of the financial year 27 267,670 113,838
Details of non-cash transactions are set out in Note 38 of the financial
statements.
The notes on pages 12 to 60 form part of these financial statements.
Company statement of financial position
At 31 December 2024
Notes 2024 2023
ASSETS € €
Non-current assets
Intangible assets 18 2,045,566 2,170,169
Investment in subsidiary undertakings 19 7,815,442 4,948,536
Investments accounted for using the equity method 20 - -
Other financial investments 22 - -
Total non-current assets 9,861,008 7,118,705
Current assets
Development assets 24 - 88,129
Trade and other receivables 25 518,514 18,761,984
Cash and bank balances 27 197,353 108,763
Total current assets 715,867 18,958,876
Total assets 10,576,875 26,077,581
EQUITY AND LIABILITIES
Equity
Share capital 28 35,030,737 32,497,848
Share premium 28 108,475,134 107,851,030
Other reserves 28 2,694,125 2,694,125
Accumulated deficit (142,019,876) (122,312,919)
Total equity 4,180,120 20,730,084
Non-current liabilities
Borrowings 30 5,436,509 2,457,984
Current liabilities
Borrowings 30 728,741 2,242,250
Trade and other payables 32 231,505 647,263
Total current liabilities 960,246 2,889,513
Total equity and liabilities 10,576,875 26,077,581
The Group is availing of the exemption in Section 304 of the Companies Act
2014 from filing its Company Statement of Comprehensive Income. The loss for
the financial year incurred by the Company was €19,706,957 (2023:
€33,492,877).
The financial statements were approved by the Board of Directors on 30 June
2025 and signed on its behalf by:
Ian
Pearson
David Palumbo
Non-Executive
Chairman
Chief Executive Officer
The notes on pages 12 to 61 form part of these financial statements.
Company statement of changes in equity
for the financial year ended 31 December 2024
Share capital Share premium Accumulated deficit Total
Other
reserves
€ € € € €
Balance at 1 January 2023 26,799,584 106,137,452 2,694,125 (88,820,042) 46,811,119
Issue of ordinary shares in EQTEC plc (Note 28) 1,596,560 2,399,413 - - 3,995,973
Conversion of debt into equity (Notes 28 and 30) 4,101,704 (224,713) - - 3,876,991
Share issue costs (Note 28) - (461,122) - - (461,122)
Transactions with owners 5,698,264 1,713,578 - - 7,411,842
Loss for the financial year (Note 39)
- - - (33,492,877) (33,492,877)
Total comprehensive loss for the financial year - - - (33,492,877) (33,492,877)
Balance at 31 December 2023 32,497,848 107,851,030 2,694,125 (122,312,919) 20,730,084
Issue of ordinary shares in EQTEC plc (Note 28) 1,781,514 614,295 - - 2,395,809
Conversion of debt into equity (Note 28) 751,375 204,470 - - 955,845
Share issue costs (Note 28) - (194,661) - - (194,661)
Transactions with owners 2,532,889 624,104 - - 3,156,993
Loss for the financial year (Note 39) - - - (19,706,957) (19,706,957)
Total comprehensive loss for the financial year - - - (19,706,957) (19,706,957)
Balance at 31 December 2024 35,030,737 108,475,134 2,694,125 (142,019,876) 4,180,120
The notes on pages 12 to 61 form part of these financial statements.
Company statement of cash flows
for the financial year ended 31 December 2024
Notes 2024 2023
€ €
Cash flows from operating activities
Loss for the financial year before taxation (19,706,957) (33,492,877)
Adjustments for:
Amortisation of intangible assets 18 124,603 124,603
Gain on sale of investments 22 (219,786) -
Impairment of subsidiaries 19 11,357,166 15,783,854
Impairment of equity-accounted investments 14 - 2,728,959
Impairment of other investments 14 - 148,521
Impairment of loans to project development undertakings 24 - 3,528,550
Impairment of development assets 24 89,151 496,312
Impairment of trade and other receivables 523,313 -
Reversal of impairment of other investments (34,529)
Finance costs 10 2,314,843 1,459,891
Finance income 10 - (48,176)
Impairment of intercompany balances 25 4,226,463 8,986,681
Change in fair value of other financial investments 22 - 26,143
Gain on debt for equity swap 11 (26,497) (431,962)
Foreign currency losses arising from retranslation of borrowings 142,424 43,971
Operating cash flows before working capital changes (1,209,806) (645,530)
Funds advanced to intercompany accounts (4,105,200) (3,862,913)
Repayment of intercompany balances 4,146,807 1,771,585
Increase in development assets - (88,631)
Increase in trade and other receivables (398,517) (883,808)
Decrease in trade and other payables (305,858) (27,068)
Net cash used in operating activities (1,872,574) (3,736,365)
Cash flows from investing activities
Proceeds from disposal of other investments 22 241,681 -
Investment in subsidiary 19 - (1,000,000)
Interest received - 12
Net cash generated from/(used in) investing activities 241,681 (999,988)
Cash flows from financing activities
Proceeds from borrowings 30 401,057 2,291,952
Repayment of borrowings 30 (844,868) (2,132,512)
Proceeds from issue of ordinary shares 28 2,395,809 4,051,609
Share issue costs 28 (144,276) (295,670)
Loan issue costs 30 (85,859) (50,361)
Interest paid (2,380) -
Net cash generated from financing activities 1,719,483 3,865,018
Net increase/(decrease) in cash and cash equivalents 88,590 (871,335)
Cash and cash equivalents at the beginning of the financial year 108,763 980,098
Cash and cash equivalents at the end of the financial year 27 197,353 108,763
The notes on pages 12 to 61 form part of these financial statements.
Notes to the financial statements
1. GENERAL INFORMATION
EQTEC plc ("the Company/parent company") is a company domiciled in Ireland.
These financial statements for the financial year ended 31 December 2024
consolidate the individual financial statements of the Company and its
subsidiaries (together referred to as 'the Group').
The Group is a technology provider to clients in the Utility, Industrial and
Waste Management sectors with its own, proprietary and patented technology for
clean production of synthesis gas (syngas), a fossil fuel alternative that
will increasingly contribute to production of the world's baseload energy and
biofuels. Syngas plants utilising EQTEC technology are fuelled by waste from
industrial, municipal, agricultural, forestry and other sources. Syngas can be
used either as a direct replacement for natural gas or as an intermediate fuel
for generation of a range of final fuels including hydrogen, renewable natural
gas (RNG), liquid biofuels, thermal energy, electrical power and chemicals
such as methanol or ethanol.
EQTEC designs, develops and supplies core technology to syngas production
plants in Europe and the USA, with highly efficient equipment that is modular
and scalable from 1MW to 30MW and beyond. EQTEC's versatile solutions convert
at least 60 types of feedstock, including biomass wastes, industrial wastes
and municipal solid waste, with no hazardous or toxic emissions.
In future, EQTEC intends to augment its services and equipment revenues with
recurring revenues from licensing of its technology to syngas plant owners,
providing value-added services including maintenance, upgrades and data-based
services over the lifetime of each plant.
The Company is quoted on the London Stock Exchange's Alternative Investment
Market (AIM:EQT) and the London Stock Exchange has awarded EQTEC the Green
Economy Mark, which recognises listed companies with 50% or more of revenues
from environmental/green solutions.
2. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING
STANDARDS (IFRSs)
New/revised standards and interpretations adopted in 2024
In the current financial year, the Group has applied a number of amendments to
IFRS Accounting Standards and Interpretations issued by the International
Accounting Standards Board (IASB), as adopted by the European Union, that are
effective for an annual period that begins on or after 1 January 2024. Their
adoption has not had any impact on the disclosures or on the amounts reported
in these financial statements.
· Amendments to IAS 1 Classification of Liabilities as Current or
Non-current;
· Amendments to IFRS 16 Lease Liability in a Sale or Leaseback;
· Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements;
· Amendments to IAS 1 Non-current Liabilities with Covenants.
New and revised IFRS Accounting Standards in issue but not yet effective
The following new and revised Accounting Standards and Interpretations have
not been adopted by the Group, whether endorsed by the European Union or not.
The Group is currently analysing the practical consequences of the new
Standards and the effects of applying them to the financial statements. The
related standards and interpretations are:
· Amendments to IAS 21 Lack of Exchangeability;
· Amendments to IFRS 9 and 7 Amendments to the Classification and
Measurement of Financial Instruments;
· IFRS 18 Presentation and Disclosure in Financial Statements;
· IFRS 19 Subsidiaries without Public Accountability:
Disclosures.
The adoption of the IFRS Accounting Standards listed above are either not
expected to have a material impact on the financial statements of the Group in
future periods or are still under assessment by the Group. In particular, IFRS
18 Presentation and Disclosure in Financial Statements is still continuing to
be assessed by the Group for possible impact.
Notes to the financial statements
3. MATERIAL ACCOUNTING POLICIES INFORMATION
Statement of Compliance and Basis of Preparation
The Group's consolidated financial statements have been prepared in accordance
with International Financial Reporting Standards (IFRS) as adopted by the
European Union ('EU') and effective at 31 December 2024 for all years
presented as issued by the International Accounting Standards Board.
The financial statements of the parent company, EQTEC plc have been prepared
in accordance with International Financial Reporting Standards (IFRS) as
adopted by the European Union ('EU') effective at 31 December 2024 for all
years presented as issued by the International Accounting Standards Board and
Irish Statute comprising the Companies Act 2014.
The consolidated financial statements are prepared under the historical cost
convention except for certain financial assets and financial liabilities which
are measured at fair value. The principal accounting policies set out below
have been applied consistently by the parent company and by all of the
Company's subsidiaries to all years presented in these consolidated financial
statements.
The financial statements are presented in euros and all values are not
rounded, except when otherwise indicated.
Material Uncertainty Going Concern
The Group incurred a loss of €19,418,024 (2023: €23,508,692) during the
financial year ended 31 December 2024 and had net current liabilities of
€1,789,578 (2023: net current assets of €4,441,183), accumulated deficit
of €119,836,008 (2023: €100,588,165) and net assets of €5,013,237
(2023: €21,214,826) at 31 December 2024.
These financial statements have been prepared on a going concern basis.
However, the Group, which is a technology provider to clients in the Utility,
Industrial and Waste Management sectors, has encountered a material
uncertainty in its ability to continue as a going concern. The Group has
continued to incur significant losses from its operations. During 2024 the
Group experienced prolonged delays in finalising and invoicing sales contracts
arising from delays in customers obtaining project funding due to global
economic volatility and policy shifts in renewable energy funding. These
delays have severely impacted cash inflows and postponed revenue generation
from existing and new customers.
Whilst management has been successful in obtaining strategic bridge financing
and restructuring existing debt post year-end as disclosed in Note 37, the
Directors, who remain confident in the long-term viability of the business
model, acknowledge that outcomes remain uncertain and the short-term viability
of the business may require successfully securing additional external funding
either through equity or debt. As a result, material uncertainty exists that
may cast significant doubt on the company's ability to continue as a going
concern.
To further address uncertainty and ongoing losses, the Group identified the
following initiatives:
• Strengthening and expanding strategic partnerships based on
current business model providing specialist engineering services,
• Continued investment in IP, refining plant configurations, and
validating new applications with minimal capital deployment, and
• Deeper engagement with new strategic and institutional investors
specific to the sector.
The financial statements do not include any adjustments to the amount and
classification of assets and liabilities that may be necessary should the
Company not continue as a going concern.
Basis of consolidation
The Group financial statements consolidate those of the parent company and all
of its subsidiaries as of 31 December 2024. All subsidiaries have a reporting
date of 31 December.
All transactions and balances between Group companies are eliminated on
consolidation, including unrealised gains and losses on transactions between
Group companies. Where unrealised losses on intra-group asset sales are
reversed on consolidation, the underlying asset is also tested for impairment
from a Group perspective. Amounts reported in the financial statements of
subsidiaries have been adjusted where necessary to ensure consistency with the
accounting policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries acquired or
disposed of during the financial year are recognised from the effective date
of acquisition, or up to the effective date of disposal, as applicable. The
Group attributes total comprehensive income or loss of subsidiaries between
the owners of the parent and the non-controlling interests based on their
respective ownership interests.
A change in the ownership interest of a subsidiary, without a loss of control,
is accounted for as an equity transaction. The carrying amount of the
Group's interests and the non-controlling interests are adjusted to reflect
the changes in their relative interests in the subsidiaries. Any difference
between the amount by which the non-controlling interests are adjusted and the
fair value of the consideration paid or received is recognised directly in
equity and attributed to the owners of the Company.
When the Group loses control of a subsidiary, the gain or loss on disposal
recognised in profit or loss is calculated as the difference between (i) the
aggregate of the fair value of the consideration received and the fair value
of any retained interest and (ii) the previous carrying amount of the assets
(including goodwill), less liabilities of the subsidiary and any
non-controlling interests. All amounts previously recognised in other
comprehensive income in relation to that subsidiary are accounted for as if
the Group had directly disposed of the related assets or liabilities of the
subsidiary (i.e. reclassified to profit or loss or transferred to another
category of equity as required/permitted by applicable IFRS Accounting
Standards). The fair value of any investment retained in the former subsidiary
at the date when control is lost is regarded as the fair value on initial
recognition for subsequent accounting under IFRS 9 when applicable, or the
cost on initial recognition of an investment in an associate or a joint
venture.
Notes to the financial statements
3. MATERIAL ACCOUNTING POLICIES INFORMATION - continued
Business combinations
The Group applies the acquisition method in accounting for business
combinations. The consideration transferred by the Group to obtain control of
a subsidiary is calculated as the sum of the acquisition-date fair values of
assets transferred, liabilities incurred, and the equity interests issued by
the Group, which includes the fair value of any asset or liability arising
from a contingent consideration arrangement. Acquisition costs are expensed as
incurred. Assets acquired and liabilities assumed are generally measured at
their acquisition-date fair values.
Step Acquisitions
Business combination achieved in stages is accounted for using acquisition
method at acquisition date. The components of a business combination,
including previously held investments are remeasured at fair value at
acquisition date and a gain or loss is recognised in the consolidated
statement of profit or loss.
Profit or loss from discontinued operations
A discontinued operation is a component of the Group that either has been
disposed of or is classified as held for sale. Profit or loss from
discontinued operations comprises the post-tax profit or loss of discontinued
operations and the post-tax gain or loss resulting from the measurement and
disposal of assets classified as held for sale (see also policy on non-current
assets and liabilities classified as held for sale and discontinued operations
below and Note 35).
Investments in associates and joint ventures
Investments in associates and joint ventures are accounted for using the
equity method. The carrying amount of the investment in associates and joint
ventures is increased or decreased to recognise the Group's share of the
profit or loss and other comprehensive income of the associate and joint
venture, adjusted where necessary to ensure consistency with the accounting
policies of the Group. When the Group's share of losses on an associate or a
joint venture exceeds the Group's interest in that associate or joint venture
(which includes any long-term interests that, in substance, form part of the
Group's net investment in the associate or joint venture), the Group
discontinues recognising its share of future losses. Additional losses are
recognised only to the extent that the Group has incurred legal or
constructive obligations or made payments on behalf of the associate or joint
venture.
Unrealised gains and losses on transactions between the Group and its
associates and joint ventures are eliminated to the extent of the Group's
interest in those entities. Where unrealised losses are eliminated, the
underlying asset is also tested for impairment.
If there is objective evidence that the Group's net investment in an associate
or joint venture is impaired, the requirements of IAS 36 are applied to
determine whether it is necessary to recognise any impairment loss with
respect to the Group's investment. When necessary, the entire carrying amount
of the investment (including goodwill) is tested for impairment in accordance
with IAS 36 as a single asset by comparing its recoverable amount (higher of
value in use and fair value less costs of disposal) with its carrying amount.
Any impairment loss recognised is not allocated to any asset, including
goodwill that forms part of the carrying amount of the investment..
Investments in related undertaking
Advances paid to acquire investee shares are recognised at cost and will be
reclassified to either to investments in associates and joint ventures or
investments in subsidiaries, as applicable.
Investments in subsidiaries
Investments in subsidiaries in the Company's statement of financial position
are measured at cost less accumulated impairment. When necessary, the entire
carrying amount of the investment is tested for impairment by comparing its
recoverable amount (higher of value in use and fair value less costs to sell)
with its carrying amount, any impairment loss recognised forms part of the
carrying amount of the investment.
Foreign currency translation
Functional and presentation currency
The consolidated financial statements are presented in Euro, which is also the
functional and presentation currency of the parent company. The Group has
subsidiaries in the United Kingdom, whose functional currency is the GBP £.
Foreign currency transactions and balances
Foreign currency transactions are translated into the functional currency of
the respective Group entity, using the exchange rates prevailing at the dates
of the transactions (spot exchange rate). Foreign exchange gains and losses
resulting from the settlement of such transactions and from the remeasurement
of monetary items denominated in foreign currency at year-end exchange rates
are recognised in consolidated statement of profit or loss.
Non-monetary items are not retranslated at year-end and are measured at
historical cost (translated using the exchange rates at the transaction date),
except for non-monetary items measured at fair value which are translated
using the exchange rates at the date when fair value was determined.
Foreign operations
In the Group's financial statements, all assets, liabilities and transactions
of Group entities with a functional currency other than Euro are translated
into Euro upon consolidation. The functional currency of the entities in the
Group has remained unchanged during the reporting financial year.
Notes to the financial statements
3. MATERIAL ACCOUNTING POLICIES INFORMATION - continued
Foreign currency translation - continued
Foreign operations - continued
On consolidation, assets and liabilities have been translated into Euro at the
closing rate at the reporting date. Goodwill and fair value adjustments
arising on the acquisition of a foreign entity have been treated as assets and
liabilities of the foreign entity and translated into Euro at the closing
rate. Income and expenses have been translated into Euro at the average rate
over the reporting financial year. Exchange differences are charged or
credited to consolidated statements of other comprehensive income and
recognised in the accumulated deficit reserve in equity. On disposal of a
foreign operation, the related cumulative translation differences recognised
in equity are reclassified to profit or loss and are recognised as part of the
gain or loss on disposal. To the extent that foreign subsidiaries are not
under the full control of the parent company, the relevant share of currency
differences is allocated to the non-controlling interests.
Segment reporting
The Group has one operating segment: the technology sales segment. In
identifying operating segments, management generally follows the Group's
service lines representing its main products and services.
Each operating segment is managed separately as each requires different
technologies, marketing approaches and other resources. All inter-segment
transfers are carried out at arm's length prices based on prices charged to
unrelated customers in standalone sales of identical goods or services.
For management purposes, the Group uses the same measurement policies as those
used in its financial statements. In addition, corporate assets which are not
directly attributable to the business activities of any operating segment are
not allocated to a segment. This primarily applies to the Group's central
administration costs and directors' salaries.
Revenue
Revenue arises from the rendering of services. Revenue is measured based on
the consideration to which the Group expects to be entitled in a contract with
a customer and excludes amounts collected on behalf of third parties. The
Group recognises revenue when it transfers control of a product or service to
a customer. To determine whether to recognise revenue, the Group follows a
5-step process:
1. Identifying the contract with a customer;
2. Identifying the performance obligations;
3. Determining the transaction price;
4. Allocating the transaction price to the performance obligations;
and
5. Recognising revenue when/as performance obligation(s) are
satisfied.
The Group applies the revenue recognition criteria set out below to each
separately identifiable component of the sales transaction. The consideration
received from these multiple-component transactions is allocated to each
separately identifiable component in proportion to its relative fair value.
Revenue is recognised either at a point in time or over time, when the Group
satisfies performance obligations by transferring the promised goods or
services to its customers.
Rendering of services
The Group generates revenues from after-sales service and maintenance,
consulting, and construction contracts for renewable energy systems.
Consideration received for these services is initially deferred, included in
other payables, and is recognised as revenue in the financial year when the
performance obligation is satisfied. In recognising after-sales service and
maintenance revenues, the Group determines the stage of completion by
considering both the nature and timing of the services provided and its
customer's pattern of consumption of those services, based on historical
experience. Where the promised services are characterised by an indeterminate
number of acts over a specified year of time, revenue is recognised over time.
Revenue from consulting services is recognised when the services are provided
by reference to the contract's stage of completion at the reporting date in
the same way as construction contracts for renewable energy systems described
below.
Construction contracts for renewable energy systems
Construction contracts for renewable energy systems specify a fixed price for
the design, development and installation of biomass systems. When the outcome
can be assessed reliably, contract revenue and associated costs are recognised
by reference to the stage of completion of the contract activity at the
reporting date. Contract revenue is measured at the fair value of
consideration received or receivable and recognised over time on a
cost-to-cost method. When the Group cannot measure the outcome of a contract
reliably, revenue is recognised only to the extent of contract costs that have
been incurred and are recoverable. Contract costs are recognised in the
financial year in which they are incurred. In either situation, when it is
probable that total contract costs will exceed total contract revenue, the
expected loss is recognised immediately in consolidated statement of profit or
loss.
A construction contract's stage of completion is assessed by management by
comparing costs incurred to date with the total costs estimated for the
contract (a procedure sometimes referred to as the cost-to-cost method). Only
those costs that reflect work performed are included in costs incurred to
date. The gross amount due from customers for contract work is presented
within trade and other receivables for all contracts in progress for which
costs incurred plus recognised profits (less recognised losses) exceeds
progress billings. The gross amount due to customers for contract work is
presented within other liabilities for all contracts in progress for which
progress billings exceed costs incurred plus recognised profits (less
recognised losses).
Interest and dividends
Interest income and expenses are reported on an accrual basis using the
effective interest method. Dividends, other than those from investments in
associates and joint ventures, are recognised at the time the right to receive
payment is established.
Notes to the financial statements
3. MATERIAL ACCOUNTING POLICIES INFORMATION - continued
Operating expenses
Operating expenses are recognised in consolidated statement of profit or loss
upon utilisation of the service or as incurred. Expenditure for warranties is
recognised when the Group incurs an obligation, which is typically when the
related goods are sold.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or
production of qualifying assets, which are assets that necessarily take a
substantial period of time to get ready for their intended use or sale, are
added to the cost of those assets, until such time as the assets are
substantially ready for their intended use or sale. All other borrowing costs
are recognised in profit or loss in the period in which they are incurred.
Goodwill
Goodwill represents the future economic benefits arising from a business
combination that are not individually identified and separately recognised.
Goodwill is carried at cost less accumulated impairment losses. Goodwill is
not amortised but is reviewed for impairment at least annually. Refer below
for a description of impairment testing procedures.
Non-controlling interests
Non-controlling interests that are present ownership interest and entitle
their holders to a proportionate share of the entity's net assets in the event
of a liquidation may be initially measured either at fair value of at the
non-controlling interests' proportionate share of the recognised amounts of
the acquiree's identifiable net assets. Other types of non-controlling
interests are measured at fair value, or, when applicable, on the basis
specified in another IFRS Accounting Standard.
Property, plant and equipment
Property, plant and equipment are initially recognised at acquisition cost or
manufacturing cost, including any costs directly attributable to bringing the
assets to the location and condition necessary for them to be capable of
operating in the manner intended by the Group's management. Property, plant
and equipment, are subsequently measured at cost less accumulated depreciation
and impairment losses. Depreciation is recognised on a straight-line basis to
write down the cost less estimated residual value of leasehold buildings. The
following useful lives are applied:
• Leasehold buildings (Right-of-use assets): Determined by reference to the
lease term
• Office equipment: 2-5 years
Material residual value estimates and estimates of useful life are updated as
required, but at least annually. Gains or losses arising on the disposal of
leasehold buildings are determined as the difference between the disposal
proceeds and the carrying amount of the assets and are recognised in profit or
loss within other income or other expenses.
Construction in progress is stated at cost less any accumulated impairment
loss. Cost comprises direct costs of construction as well as interest expense
and exchange differences capitalised during the year of construction and
installation. Capitalisation of these costs ceases and the asset in course of
construction is transferred to fixed assets when substantially all the
activities necessary to prepare the assets for their intended use are
completed. No depreciation is provided in respect of payments on account and
asset in course of construction until it is fully completed and ready for its
intended use. Construction in progress is derecognised upon disposal or when
the asset is permanently withdrawn from use and no future economic benefits
are expected from the disposal. Any gain or loss arising on derecognition of
the construction in progress (calculated as the difference between the net
disposal proceeds and the carrying amount of the asset) is included in profit
or loss in the period in which the asset is derecognised.
Leased assets
The Group as a lessee
The Group makes the use of leasing arrangements principally for the provision
of the main office space. The rental contract for offices are typically
negotiated for terms of between 3 and 10 years and some of these have
extension terms. The Group does not enter into sale and leaseback
arrangements. All the leases are negotiated on an individual basis and contain
a wide variety of different terms and conditions such as purchase options and
escalation clauses.
The Group assesses whether a contract is or contains a lease at inception of
the contract. A lease conveys the right to direct the use and obtain
substantially all of the economic benefits of an identified asset for a period
of time in exchange for consideration. Some lease contracts contain both lease
and non-lease components. The Group has elected to not separate its leases for
offices into lease and non-lease components and instead accounts for these
contracts as a single lease component.
Measurement and recognition of leases
At lease commencement date, the Group recognises a right-of-use asset and a
lease liability on the consolidated statement of financial position. The
right-of-use asset is measured at cost, which is made up of the initial
measurement of the lease liability, any initial direct costs incurred by the
Group, an estimate of any costs to dismantle and remove the asset at the end
of the lease, and any lease payments made in advance of the lease commencement
date (net of any incentives received).
The Group depreciates the right-of-use assets on a straight-line basis from
the lease commencement date to the earlier of the end of the useful life of
the right-of-use asset or the end of the lease term. The Group also assesses
the right-of-use asset for impairment when such indicators exist.
Notes to the consolidated financial statements
3. MATERIAL ACCOUNTING POLICIES INFORMATION - continued
Leased assets - continued
Measurement and recognition of leases - continued
At the commencement date, the Group measures the lease liability at the
present value of the lease payments unpaid at that date, discounted using the
Group's incremental borrowing rate because as the lease contracts are
negotiated with third parties it is not possible to determine the interest
rate that is implicit in the lease. The incremental borrowing rate is the
estimated rate that the Group would have to pay to borrow the same amount over
a similar term, and with similar security to obtain an asset of equivalent
value. This rate is adjusted should the lessee entity have a different risk
profile to that of the Group.
Lease payments included in the measurement of the lease liability are made up
of fixed payments (including in substance fixed), variable payments based on
an index or rate, amounts expected to be payable under a residual value
guarantee and payments arising from options reasonably certain to be
exercised. Subsequent to initial measurement, the liability will be reduced by
lease payments that are allocated between repayments of principal and finance
costs. The finance cost is the amount that produces a constant periodic rate
of interest on the remaining balance of the lease liability.
The lease liability is reassessed when there is a change in the lease
payments. Changes in lease payments arising from a change in the lease term or
a change in the assessment of an option to purchase a leased asset. The
revised lease payments are discounted using the Group's incremental borrowing
rate at the date of reassessment when the rate implicit in the lease cannot be
readily determined. The amount of the remeasurement of the lease liability is
reflected as an adjustment to the carrying amount of the right-of-use asset.
The exception being when the carrying amount of the right-of-use asset has
been reduced to zero then any excess is recognised in consolidated statement
profit or loss.
Payments under leases can also change when there is either a change in the
amounts expected to be paid under residual value guarantees or when future
payments change through an index or a rate used to determine those payments,
including changes in market rental rates following a market rent review. The
lease liability is remeasured only when the adjustment to lease payments takes
effect and the revised contractual payments for the remainder of the lease
term are discounted using an unchanged discount rate. Except for where the
change in lease payments results from a change in floating interest rates, in
which case the discount rate is amended to reflect the change in interest
rates.
The remeasurement of the lease liability is dealt with by a reduction in the
carrying amount of the right-of-use asset to reflect the full or partial
termination of the lease for lease modifications that reduce the scope of the
lease. Any gain or loss relating to the partial or full termination of the
lease is recognised in profit or loss. The right-of-use asset is adjusted for
all other lease modifications.
The Group has elected to account for short-term leases and leases of low-value
assets using the practical expedients. Instead of recognising a right-of-use
asset and lease liability, the payments in relation to these are recognised as
an expense in consolidated statement of profit or loss on a straight-line
basis over the lease term.
On the consolidated statement of financial position, right-of-use assets have
been included in property, plant and equipment and lease liabilities have been
presented in separate lines therein.
Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are
carried at cost less accumulated amortisation and accumulated impairment
losses. All finite-lived intangible assets, including patents, are accounted
for using the cost model whereby capitalised costs are amortised on a
straight-line basis over their estimated useful lives. Residual values and
useful lives are reviewed at each reporting date The following useful lives
are applied:
• Patents: 20 years
Impairment testing of goodwill, intangible assets and property, plant and
equipment
For impairment assessment purposes, assets are grouped at the lowest levels
for which there are largely independent cash inflows (cash-generating units).
As a result, some assets are tested individually for impairment, and some are
tested at cash-generating unit level. Goodwill is allocated to those
cash-generating units that are expected to benefit from synergies of a related
business combination and represent the lowest level within the Group at which
management monitors goodwill. Cash-generating units to which goodwill has been
allocated (determined by the Group's management as equivalent to its operating
segments) are tested for impairment at least annually. All other individual
assets or cash-generating units are tested for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable.
An impairment loss is recognised for the amount by which the asset's (or
cash-generating unit's) carrying amount exceeds its recoverable amount, which
is the higher of fair value less costs of disposal and value-in-use. To
determine the value-in-use, management estimates expected future cash flows
from each cash-generating unit and determines a suitable discount rate in
order to calculate the present value of those cash flows. The data used for
impairment testing procedures are directly linked to the Group's latest
approved budget, adjusted as necessary to exclude the effects of future
reorganisations and asset enhancements. Discount factors are determined
individually for each cash-generating unit and reflect current market
assessments of the time value of money and asset-specific risk factors.
Impairment losses for cash-generating units reduce first the carrying amount
of any goodwill allocated to that cash-generating unit. Any remaining
impairment loss is charged pro rata to the other assets in the cash-generating
unit. With the exception of goodwill, all assets are subsequently reassessed
for indications that an impairment loss previously recognised may no longer
exist.
Notes to the financial statements
3. MATERIAL ACCOUNTING POLICIES INFORMATION - continued
Development assets
Development assets are stated at the lower of cost and net realisable value.
Cost comprises direct materials and overheads that have been incurred in
furthering the development of a project towards financial close, when project
financing is in place so that the project undertaking can commence
construction. Net realisable value represents the costs plus an estimated
development premium to be earned on the costs at financial close of a project.
Financial instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Group
becomes a party to the contractual provisions of the financial instrument and
are measured initially at fair value adjusted for transaction costs, except
for those carried at fair value through profit or loss which are measured
initially at fair value, and trade receivables that do not contain a
significant financing component, which are measured at the transaction price
in accordance with IFRS 15. Subsequent measurement of financial assets and
financial liabilities is described below.
Financial assets are derecognised when the contractual rights to the cash
flows from the financial asset expire, or when the financial asset and
substantially all the risks and rewards are transferred. A financial liability
is derecognised when it is extinguished, discharged, cancelled or expires. If
the Group issues equity instruments to a creditor to extinguish all or part of
a financial liability, the Group recognises in profit or loss the difference
between the carrying amount of the financial liability (or part thereof)
extinguished and the measurement of the equity instruments issued.
Classification and subsequent measurement of financial assets
For the purpose of subsequent measurement financial assets, other than those
designated and effective as hedging instruments, are classified into the
following categories upon initial recognition:
• amortised cost
• fair value through profit or loss (FVTPL)
• fair value through other comprehensive income (FVOCI)
In the periods presented, the Group does not have any financial assets
categorised as FVOCI.
The classification is determined by both:
· the Group's business model for managing the financial
asset; and
· the contractual cash flow characteristics of the
financial asset.
All income and expenses relating to financial assets that are recognised in
consolidated statement of profit or loss are presented within finance costs or
finance income, except for impairment of trade receivables which is presented
within administrative expenses.
Financial assets at amortised cost and impairment
Financial assets are measured at amortised cost if the assets meet the
following conditions (and are not designated at FVTPL):
· they are held within the business model whose objective
is to hold the financial asset and collect its contractual cash flows;
· the contractual terms of the financial assets give rise
to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
After initial recognition, they are measured at amortised cost using the
effective interest method. Discounting is omitted where the effect of
discounting is immaterial. The Group and Company's cash and cash equivalents,
trade and most other receivables fall into this category of financial
instruments.
Financial assets as fair value through profit or loss (FVPTL)
Financial assets held within a different business model other than 'hold to
collect and sell' are categorised at FVTPL. Further, irrespective of the
business model used, financial assets whose contractual cash flows are not
solely payments of principal and interest are accounted for at FVTPL.
This category contains equity investments. The Group accounts for the
investment at FVTPL and did not make the irrevocable election to account for
the investments at FVOCI. The fair value was determined in line with the
requirements of IFRS13 'Fair Value Measurement'.
Assets in this category are measured at fair value with gains or losses
recognised in profit or loss. The fair values of financial assets in this
category are determined by reference to active markets transactions or using a
valuation technique where no active market exists.
Impairment of financial assets
IFRS 9's impairment requirements use forward-looking information to recognise
expected credit losses - the 'expected credit loss (ECL) model'. Instruments
within the scope of the requirements included loans and other debt-type
financial assets measured at amortised cost and FVOCI, trade receivables,
contract assets recognised and measured under IFRS 15 and loan commitments and
some financial guarantee contracts (for the issuer) that are not measured at
fair value through profit or loss.
The Group considers a broader range of information when assessing credit risk
and measuring expected credit losses, including past events, current
conditions, reasonable and supportable forecasts that affect the expected
collectability of the future cash flows of the instrument.
Notes to the financial statements
3. MATERIAL ACCOUNTING POLICIES INFORMATION - continued
Financial instruments - continued
Impairment of financial assets - continued
In applying this forward-looking approach, a distinction is made between:
• financial instruments that have not deteriorated significantly in credit
quality since initial recognition or that have low credit risk ('Stage 1') and
• financial instruments that have deteriorated significantly in credit
quality since initial recognition and whose credit risk is not low ('Stage
2').
'Stage 3' would cover financial assets that have objective evidence of
impairment at the reporting date.
'12-month expected credit losses' are recognised for the first category (ie
Stage 1) while 'lifetime expected credit losses' are recognised for the second
category (ie Stage 2). Measurement of the expected credit losses is determined
by a probability-weighted estimate of credit losses over the expected life of
the financial instrument.
Trade and other receivables
The Group and Company makes use of a simplified approach in accounting for
trade and other receivables and records the loss allowance as lifetime
expected credit losses. These are the expected shortfalls in contractual cash
flows, considering the potential for default at any point during the life of
the financial instrument. In calculating, the Group uses its historical
experience, external indicators and forward-looking information to calculate
the expected credit losses.
Individually significant receivables are considered for impairment when they
are past due or when other objective evidence is received that a specific
counterparty will default. Receivables that are not considered to be
individually impaired are reviewed for impairment in groups, which are
determined by reference to the industry and region of the counterparty and
other shared credit risk characteristics. The impairment loss estimate is then
based on recent historical counterparty default rates for each identified
group.
In measuring the expected credit losses, the trade receivables have been
assessed on a collective basis as they possess shared credit risk
characteristics. They have been grouped based on the days past due and also
according to the geographical location of customers.
The expected loss rates are based on the payment profile for sales over the
past 48 months before 31 December 2024 and 1 January respectively as well as
the corresponding historical credit losses during that period. The historical
rates are adjusted to reflect current and forward-looking macroeconomic
factors affecting the customer's ability to settle the amount outstanding. The
Group has identified gross domestic product (GDP) and unemployment rates in
the countries in which the customers are domiciled to be the most relevant
factors and accordingly adjusts historical loss rates for expected changes in
these factors. However, given the short period exposed to credit risk, the
impact of these macroeconomic factors has not been considered significant
within the reporting period.
Classification and subsequent measurement of financial liabilities
The Group and Company's financial liabilities include borrowings, lease
liabilities, trade and other payables and derivative financial instruments.
Financial liabilities are measured subsequently at amortised cost using the
effective interest method except for derivatives and financial liabilities
designated at FVTPL, which are carried subsequently at fair value with gains
or losses recognised in profit or loss (other than derivative financial
instruments that are designated and effective as hedging instruments). All
interest-related charges and, if applicable, changes in an instrument's fair
value that are reported in profit or loss are included within finance costs or
finance income.
Fair values
For financial reporting purposes, fair value measurements are categorised into
Level 1, 2 or 3 based on the degree to which inputs to the fair value
measurements are observable and the significance of the inputs to the fair
value measurement in its entirety, which are described as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or
liabilities
Level 2: valuation techniques for which the lowest level of inputs which have
a significant effect on the recorded fair value are observable, either
directly or indirectly
Level 3: valuation techniques for which the lowest level of inputs that have a
significant effect on the recorded fair value are not based on observable
market data
Income taxes
Tax expense recognised in consolidated statement of profit or loss comprises
the sum of deferred tax and current tax not recognised in consolidated
statement of other comprehensive income or directly in equity.
Calculation of current tax is based on tax rates and tax laws that have been
enacted or substantively enacted by the end of the reporting financial year.
Deferred income taxes are calculated using the liability method.
Deferred tax assets are recognised to the extent that it is probable that the
underlying tax loss or deductible temporary difference will be utilised
against future taxable income. This is assessed based on the Group's forecast
of future operating results, adjusted for significant non-taxable income and
expenses and specific limits on the use of any unused tax loss or credit.
Notes to the financial statements
3. MATERIAL ACCOUNTING POLICIES INFORMATION - continued
Income taxes - continued
Deferred tax liabilities are generally recognised in full, although IAS 12
'Income Taxes' specifies limited exemptions. As a result of these exemptions
the Group does not recognise deferred tax on temporary differences relating to
goodwill, or to its investments in subsidiaries.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, together
with other short-term, highly liquid investments maturing within 90 days from
the date of acquisition that are readily convertible into known amounts of
cash and which are subject to an insignificant risk of changes in value.
Non-current assets and liabilities classified as held for sale and
discontinued operations
Non-current assets classified as held for sale are presented separately and
measured at the lower of their carrying amounts immediately prior to their
classification as held for sale and their fair value less costs to sell.
However, some held for sale assets such as financial assets or deferred tax
assets, continue to be measured in accordance with the Group's relevant
accounting policy for those assets. Once classified as held for sale, the
assets are not subject to depreciation or amortisation.
Any profit or loss arising from the sale or remeasurement of discontinued
operations is presented as part of a single line item, profit or loss from
discontinued operations (See also policy on profit or loss from discontinued
operations above).
Equity, reserves and dividend payments
Share capital represents the nominal (par) value of shares that have been
issued. Share premium includes any premiums received on issue of share
capital. Any transaction costs associated with the issuing of shares are
deducted from share premium, net of any related income tax benefits.
Accumulated deficit includes all current and prior financial year retained
losses. All transactions with owners of the parent are recorded separately
within equity. Dividend distributions payable to equity shareholders are
included in other liabilities when the dividends have been approved in a
general meeting prior to the reporting date.
Share-based payments
All goods and services received in exchange for the grant of any share-based
payment are measured at their fair values. The Company issues equity- settled
share-based payments in the form of share options and warrants to certain
Directors, employees and advisers.
Equity-settled share-based payments are made in settlement of professional and
other costs. These payments are measured at the fair value of the services
provided which will normally equate to the invoiced fees and charged to the
consolidated statement of profit or loss, share premium account or are
capitalised according to the nature of the fees incurred.
Where employees are rewarded using share-based payments, the fair value of
employees' services is determined indirectly by reference to the fair value of
the equity instruments granted. This fair value is appraised at the grant date
and excludes the impact of non-market vesting conditions (for example
profitability and sales growth targets and performance conditions). Fair value
is estimated using the Black-Scholes valuation model. The expected life used
in the model has been adjusted on the basis of management's best estimate for
the effects of non- transferability, exercise restrictions and behavioural
considerations. All share-based remuneration is ultimately recognised as an
expense in profit or loss with a corresponding credit to retained earnings. If
vesting years or other vesting conditions apply, the expense is allocated over
the vesting year, based on the best available estimate of the number of share
options expected to vest.
Non-market vesting conditions are included in assumptions about the number of
options that are expected to become exercisable. Estimates are subsequently
revised if there is any indication that the number of share options expected
to vest differs from previous estimates. Any adjustment to cumulative
share-based compensation resulting from a revision is recognised in the
current financial year. The number of vested options ultimately exercised by
holders does not impact the expense recorded in any financial year.
Upon exercise of share options, the proceeds received, net of any directly
attributable transaction costs, are allocated to share capital up to the
nominal (or par) value of the shares issued with any excess being recorded as
share premium.
Warrants
Share warrants issued to shareholders in connection with share capital issues
are measured at fair value at the date of issue and treated as a separate
component of equity, in Other Reserves. Fair value is determined at the grant
date and is estimated using the Black-Scholes valuation model. Share warrants
issued separately to Directors, employees and advisers are accounted for in
accordance with the policy on share-based payments.
Post-employment benefit plans
The Group provides post-employment benefit plans through various defined
contribution plans.
Defined contribution plans
The Group pays fixed contributions into independent entities in relation to
several retirement plans and insurances for individual employees. The Group
has no legal or constructive obligations to pay contributions in addition to
its fixed contributions, which are recognised as an expense in the period that
related employee services are received.
Short-term employee benefits
A liability is recognised for benefits accruing to employees in respect of
wages and salaries, annual leave and sick leave in the period the related
service is rendered at the undiscounted amount of the benefits expected to be
paid in exchange for that service. Liabilities recognised in respect of
short-term employee benefits are measured at the undiscounted amount of the
benefits expected to be paid in exchange for the related service.
Notes to the financial statements
3. MATERIAL ACCOUNTING POLICIES INFORMATION - continued
Provisions, contingent assets and contingent liabilities
Provisions for legal disputes, onerous contracts or other claims are
recognised when the Group has a present legal or constructive obligation as a
result of a past event, it is probable that an outflow of economic resources
will be required from the Group and amounts can be estimated reliably. Timing
or amount of the outflow may still be uncertain.
Restructuring provisions are recognised only if a detailed formal plan for the
restructuring exists and management has either communicated the plan's main
features to those affected or started implementation. Provisions are not
recognised for future operating losses.
Any reimbursement that the Group is virtually certain to collect from a third
party with respect to the obligation is recognised as a separate asset.
However, this asset may not exceed the amount of the related provision.
No liability is recognised if an outflow of economic resources as a result of
present obligations is not probable. Such situations are disclosed as
contingent liabilities unless the outflow of resources is remote.
Government Grants
Government grants are not recognised until there is reasonable assurance that
the group will comply with the conditions attaching to them and that the
grants will be received. Government grants are recognised in profit or loss on
a systematic basis over the periods in which the group recognises as expenses
the related costs for which the grants are intended to compensate.
Specifically, government grants whose primary condition is that the group
should purchase, construct or otherwise acquire non-current assets (including
property, plant and equipment) are recognised as deferred income in the
consolidated statement of financial position and transferred to profit or loss
on a systematic and rational basis over the useful lives of the related
assets.
Government grants that are receivable as compensation for expenses or losses
already incurred or for the purpose of giving immediate financial support to
the group with no future related costs are recognised in profit or loss in the
period in which they become receivable.
4. Significant management judgement in applying accounting
policies and estimation uncertainty
When preparing the financial statements, management makes a number of
judgements, estimates and assumptions about the recognition and measurement of
assets, liabilities, income and expenses.
Significant management judgements
The following are significant management judgements in applying the accounting
policies of the Group that have the most significant effect on the financial
statements.
Going concern
As described in the basis of preparation and going concern in Note 3 above,
the validity of the going concern basis is dependent upon the achievement of
management forecasts taking account of a rational judgement of the level of
inherent risk and market conditions. After undertaking the assessments and
considering the uncertainties set out above the Directors have encountered a
material uncertainty in the Group's ability to continue as a going concern.
The Group has continued to incur significant losses from its operations.
During 2024 the Group experienced prolonged delays in finalising and invoicing
sales contracts arising from delays in customers obtaining project funding due
to global economic volatility and policy shifts in renewable energy funding.
These delays have severely impacted cash inflows and postponed revenue
generation from existing and new customers.
Whilst management has been successful in obtaining strategic bridge financing
and restructuring existing debt post year end as disclosed in Note 37, the
Directors, who remain confident in the long-term viability of the business
model, acknowledge that outcomes remain uncertain and the short-term viability
of the business may require successfully securing additional external funding
either through equity or debt. As a result, material uncertainty exists that
may cast significant doubt on the company's ability to continue as a going
concern.
To further address uncertainty and ongoing losses, the Group identified the
following initiatives:
• Strengthening and expanding strategic partnerships based on current
business model providing specialist engineering services,
• Continued investment in IP, refining plant configurations, and
validating new applications with minimal capital deployment, and
• Deeper engagement with new strategic and institutional investors
specific to the sector.
The financial statements do not include any adjustments to the amount and
classification of assets and liabilities that may be necessary should the
Company not continue as a going concern.
Control assessment in a business combination.
As disclosed in Note 20, the Group owns 50.02% of the voting rights in Newry
Biomass Limited. One other company owns the remaining voting rights.
Management continually reassesses its involvement in Newry Biomass Limited in
accordance with IFRS 10's control definition and guidance and has concluded
that, based on its sufficiently dominant voting interests to direct its
activities, it has control of Newry Biomass Limited.
As disclosed in Note 20, the Group owns 100% of the shares in Biogaz Gardanne
SAS. Biogaz Gardanne SAS was created to fulfil a narrow, specific purpose
which was to fulfil the objectives of the French government. Management
continually assesses its involvement in Biogaz Gardanne SAS in accordance with
IFRS 10's control definition and guidance and has concluded that, based on the
fact that control over the activities of the company is driven by the French
government, it does not have control over Biogaz Gardanne SAS and that the
investment should be accounted for as an unconsolidated structured entity.
Notes to the financial statements
4. Significant management judgement in applying accounting
policies and estimation uncertainty - Continued
Interests in joint ventures
The Group holds 50.1% of the share capital of EQTEC Synergy Projects Limited
but this entity is considered to be a joint venture as decisions about the
relevant activities requires the unanimous consent of both the Group and the
joint venture partner. The three subsidiaries of EQTEC Synergy Projects
Limited are also considered to be joint ventures of the Group (See Note 20).
The Group holds 49% of the share capital of Synergy Karlovac d.o.o. and
Synergy Belisce d.o.o. However, these entities are considered to be a joint
venture of the Group as decisions about the relevant activities requires the
unanimous consent of both the Group and the joint venture partner.
Revenue
As revenue from construction contracts is recognised over time, the amount of
revenue recognised in a reporting period depends on the extent to which the
performance obligation has been satisfied. It also requires significant
judgment in determining the estimated costs required to complete the promised
work when applying the cost-to-cost method.
Deferred tax assets
Deferred tax is recognised based on differences between the carrying value of
assets and liabilities and the tax value of assets and liabilities. Deferred
tax assets are only recognised to the extent that the Group estimates that
future taxable profits will be available to offset them. The Group and Company
has not recognised any deferred tax assets in the current or prior financial
years.
Estimation uncertainty
Information about estimates and assumptions that have the most significant
effect on recognition and measurement of assets, liabilities, income and
expenses is provided below. Actual results may be substantially different.
Impairment of goodwill and non-financial assets
Determining whether goodwill and non-financial assets are impaired requires an
estimation of the value in use of the cash generating units to which the
assets have been allocated. The value in use calculation requires the
directors to estimate the future cash flows to arise from the cash-generating
unit and a suitable discount rate in order to calculate present value. Where
the actual cash flows are less than expected, a material impairment may arise.
The total property, plant and equipment impairment charges during the
financial year as included in Note 17 amounted to €Nil (2023: €Nil), while
the impairment for goodwill during the financial year as included in Note 18
amounted to €2,000,000 (2023: €5,283,459).
Provision for impairment of equity-accounted investments - Group
Determining whether the carrying value of Group's equity-accounted investments
has been impaired requires an estimation of the value in use of the investment
in associated undertakings and joint venture vehicles. The value in use
calculation requires the directors to estimate the future cash flows expected
to arrive from these vehicles and a suitable discount rate in order to
calculate present value. After reviewing these calculations, the directors are
satisfied that a net impairment cost of €5,361,520 (2023: €2,619,234) be
recognised in the Group accounts of EQTEC plc. Details on equity-accounted
investments can be found in note 20.
Provision for impairment of investment in subsidiaries - Company
Determining whether the carrying value of the Company's investment in
subsidiaries has been impaired requires an estimation of the value in use of
the investment in subsidiaries. The value in use calculation requires the
directors to estimate the future cash flows expected to arrive from these
vehicles and a suitable discount rate in order to calculate present value.
After reviewing these calculations, the directors are satisfied that a net
impairment cost of €11,357,166 (2023: €15,783,584) be recognised in the
Company accounts of EQTEC plc. Details on investment in subsidiaries can be
found in note 19.
Useful lives and residual values of intangible assets
Intangible assets are amortised over their useful lives taking into account,
where appropriate, residual values. Assessment of useful lives and residual
values are performed annually, taking into account factors such as
technological innovation, market information and management considerations. In
assessing the residual value of an asset, its remaining life, projected
disposal value and future market conditions are taken into account. Detail on
intangible assets can be found in note 19.
Provision for impairment of financial assets
Determining whether the carrying value of Group's financial assets has been
impaired requires an estimation of the value in use of the financial assets.
The value in use calculation requires the directors to estimate the future
cash flows expected to arrive from these vehicles and a suitable discount rate
in order to calculate present value. After reviewing these calculations, the
directors are satisfied that a reversal of impairment cost of €34,529 (2023:
Impairment costs of €1,417,066) be recognised in the Group accounts of EQTEC
plc. Details on financial assets can be found in Note 21.
Allowances for impairment of loans receivable from project development
undertakings
The Group estimates the allowance for doubtful loan receivables based on
assessment of specific accounts where the Group has objective evidence
comprising default in payment terms or significant financial difficulty that
certain borrowers are unable to meet their financial obligations. In these
cases, judgment used was based on the best available facts and circumstances
including but not limited to, the length of relationship. The Group and
Company measure expected credit losses of a financial instrument in a way that
reflects an unbiased and probability-weighted amount that is determined by
evaluating a range of possible outcomes, the time value of money and
information about past events, current conditions and forecasts of future
economic conditions. When measuring ECL the Group and Company use reasonable
and supportable forward-looking information, which is based on assumptions for
the future movement of different economic drivers and how these drivers will
affect each other. At 31 December 2024, provisions for doubtful loans
receivable amounted to €Nil (2023: €3,528,550) (see note 24).
Notes to the financial statements
4. SIGNIFICANT MANAGEMENT JUDGEMENT IN APPLYING ACCOUNTING
POLICIES AND ESTIMATION UNCERTAINTY - continued
Allowances for impairment of trade receivables
The Group estimates the allowance for doubtful trade receivables based on
assessment of specific accounts where the Group has objective evidence
comprising default in payment terms or significant financial difficulty that
certain customers are unable to meet their financial obligations. In these
cases, judgment used was based on the best available facts and circumstances
including but not limited to, the length of relationship. The Group and
Company measure expected credit losses of a financial instrument in a way that
reflects an unbiased and probability-weighted amount that is determined by
evaluating a range of possible outcomes, the time value of money and
information about past events, current conditions and forecasts of future
economic conditions. When measuring ECL the Group and Company use reasonable
and supportable forward-looking information, which is based on assumptions for
the future movement of different economic drivers and how these drivers will
affect each other. At 31 December 2024, provisions for doubtful debts amounted
to €7,141,075 which represents 99% of trade receivables at that date (2023:
€875,687- 12%) (see note 25).
Share based payments and warrants
The calculation of the fair value of equity-settled share-based awards and
warrants issued in connection with share issues and the resulting charge to
the consolidated statement of profit or loss or share-based payment reserve
requires assumptions to be made regarding future events and market conditions.
These assumptions include the future volatility of the Company's share price.
These assumptions are then applied to a recognised valuation model in order to
calculate the fair value of the awards at the date of grant (See Note 28).
Estimating impairment of development assets
Management estimates the net realisable values of development assets, taking
into account the most reliable evidence available at each reporting date. The
future realisation of these development assets may be affected by
market-driven changes that may reduce future prices/premiums (See Note 24).
After reviewing the development assets, the directors are satisfied that a net
impairment cost of €120,152 (2023: €4,603,546) be recognised in the Group
accounts of EQTEC plc.
5. FINANCIAL RISK MANAGEMENT
Financial risk management objectives and policies
The Group and Company's activities expose it to a variety of financial risks:
credit risk, liquidity risk, interest rate risk and foreign currency exchange
risk.
The Group and Company's financial risk management programme aims to manage the
Group's exposure to the aforementioned risks in order to minimise the
potential adverse effects on the financial performance of the Group and
Company. The Group and Company seeks to minimise the effects of these risks by
monitoring the working capital position, cash flows and interest rate exposure
of the Group and Company. There is close involvement by members of the Board
of Directors in the day-to-day running of the business.
Many of the Group and Company's transactions are carried out in Pounds
Sterling.
Credit risk
Credit risk is the risk that a counterparty fails to discharge an obligation
to the Group and Company. The Group and Company is exposed to credit risk from
financial assets including cash and cash equivalents held at banks, trade and
other receivables and loans receivable from project development undertakings.
The Group's maximum exposure to credit risk is represented by the balance
sheet amount of each financial asset:
2024 2023
€ €
Loans receivable from project development undertakings (Note 24) - 2,066,099
Trade and other receivables (Note 25) 347,207 6,723,599
Cash and cash equivalents (Note 27) 309,393 262,019
The Company's maximum exposure to credit risk is represented by the balance
sheet amount of each financial asset:
2024 2023
€ €
Trade and other receivables (Note 25) 184,969 18,591,102
Cash and cash equivalents (Note 27) 197,353 108,763
The Group and Company's credit risk is primarily attributable to its loans
receivable from project development undertakings and trade and other
receivables.
The Group has adopted procedures in extending credit terms to customers and in
monitoring its credit risk. The Group's exposure to credit risk arises from
defaulting customers, with a maximum exposure equal to the carrying amount of
the related receivables. Provisions are made for impairment of trade
receivables when there is default of payment terms and significant financial
difficulty. On-going credit evaluation is performed on the financial condition
of accounts receivable at operating unit level at least on a monthly basis.
Notes to the financial statements
5. FINANCIAL RISK MANAGEMENT - continued
Credit risk - continued
The Group had risk exposure to the following counterparties at year-end:
2024 2023
€ €
Loans receivable from project development undertakings
Loan receivable from Logik Wte Limited (Note 24) - 2,066,099
Trade and other receivables
Receivable from Synergy Karlovac d.o.o. (Note 36) - 2,320,428
Receivable from Synergy Belisce d.o.o. (Note 36) - 2,292,836
Apart from the above, the Group does not have significant risk exposure to any
single counterparty or any group of counterparties having similar
characteristics. The Group defines counterparties as having similar
characteristics if they are related parties. Concentration of credit risk
related to the above companies did not exceed 20% of gross monetary assets at
any time during the year. Concentration of credit risk to any other
counterparty did not exceed 5% of gross monetary assets at any time during the
financial year.
Exposure to credit risk on cash deposits and liquid funds is monitored by
directors. Cash held on deposit is with financial institutions in the Ba
rating category of Moody's (2023: Ba). The directors are of the opinion that
the likelihood of default by any other counter party leading to material loss
is minimal. The reconciliation of loss allowance is included in Note 25.
Notes to the financial statements
5. FINANCIAL RISK MANAGEMENT - continued
Liquidity risk
The Group and Company's liquidity is managed by ensuring that sufficient
facilities are available for the Group and Company's operations from diverse
funding sources. The Group uses cash flow forecasts to regularly monitor the
funding requirements of the Group. The Group's operations are funded by cash
generated from financing activities, borrowings from banks and investors and
proceeds from the issuance of ordinary share capital.
The table below details the maturity of the Group's contracted liabilities as
at 31 December 2024:
After 5 years
Up to 1 year 1 - 5 years Total
Notes € € € €
Trade and other payables 32 2,059,708 - - 2,059,708
Borrowings 30 830,428 6,163,840 - 6,994,268
2,890,136 6,163,840 - 9,053,976
The table below details the maturity of the Group's liabilities as at 31
December 2023:
After 5 years
Up to 1 year 1 - 5 years Total
Notes € € € €
Trade and other payables 32 2,853,641 - - 2,853,641
Borrowings 30 3,025,476 2,775,242 - 5,800,718
5,879,117 2,775,242 - 8,654,359
Refer to Notes 30 and 32 for the outstanding balance.
Interest rate risk
The primary source of the Group's interest rate risk relates to bank loans and
other debt instruments while the Company's interest rate risk relates to debt
instruments. The interest rates on these liabilities are disclosed in Note 30.
The Group's bank borrowings and other debt instruments (excluding amounts in
the disposal group) amounted to €6,208,393 and €4,946,213 in 31 December
2024 and 31 December 2023, respectively. The Company's bank borrowings and
debt instruments amounted to €6,165,250 and €4,700,235 in 31 December 2024
and 31 December 2023, respectively.
The interest rate risk is managed by the Group and Company by maintaining an
appropriate mix of fixed and floating rate borrowings. The Group does not
engage in hedging activities. Bank borrowings and certain debt instruments are
arranged at floating rates which are mainly based upon EURIBOR and the prime
lending rate of financial institutions thus exposing the Group to cash flow
interest rate risk. The other remaining debt instruments were arranged at
fixed interest rates and expose the Group to a fixed cash outflow.
These bank borrowings and debt instruments are mostly medium-term to long-term
in nature. Interest rates on loans received from investors and shareholders
are fixed in some cases while others are a fixed percentage greater than
current prime lending rates. 'Medium-term' refers to bank borrowings and
debt instruments repayable between 2 and 5 years and 'long-term' to bank
borrowings repayable after more than 5 years.
The sensitivity analysis below has been determined based on the exposure to
interest rates for non-derivative instruments at the end of the reporting
financial year. For floating rate liabilities, the analysis is prepared
assuming that the amount of the liability outstanding at the end of the
financial year was outstanding for the whole year. A 50-basis point increase
or decrease is used when reporting interest rate risk internally to key
management personnel and represents management's assessment of the reasonably
possible changes in interest rates.
If interest rates have been 50 basis points higher/lower and all other
variables were held constant, the Group's loss for the financial year ended 31
December 2024 would increase/decrease by €Nil (2023: €Nil) with a
corresponding decrease/increase in equity.
The Group's sensitivity to interest rates has decreased as a result of the
offset of the bank overdraft against cash balances in the year.
Foreign exchange risk
The Group and Company is mainly exposed to future changes in the Sterling, the
US Dollar and the Croatian Kuna relative to the Euro. These risks are managed
by monthly review of Sterling, US Dollar and Croatian Kuna denominated
monetary assets and monetary liabilities and assessment of the potential
exchange rate fluctuation exposure. The Group and Company's exposure to
foreign exchange risk is not actively managed. Management will reassess their
strategy to foreign exchange risk in the future.
Notes to the financial statements
5. FINANCIAL RISK MANAGEMENT - continued
Foreign exchange risk (continued)
The carrying amount of the Group's foreign currency denominated monetary
assets and monetary liabilities at the end of the reporting financial year are
as follows:
Liabilities Assets
2024 2023 2024 2023
€ € € €
Sterling 6,472,413 5,498,875 565,225 2,453,921
US Dollar - 44,938 2,853 2,301
The carrying amount of the Company's foreign currency denominated monetary
assets and monetary liabilities at the end of the reporting financial year are
as follows:
Liabilities Assets
2024 2023 2024 2023
€ € € €
Sterling 6,241,213 5,088,681 527,861 12,374,437
US Dollar - 44,938 2,853 20,421
The following table details the Group and Company's sensitivity to a 10%
increase and decrease in the Euro against the relevant foreign currencies. 10%
is the sensitivity rate used when reporting foreign currency risk internally
to key management personnel and represents management's assessment of the
reasonably possible change in foreign exchange rates. The sensitivity analysis
includes only outstanding foreign currency denominated monetary items and
adjusts their translation at the year-end for a 10% change in foreign currency
rates. The sensitivity analysis includes external loans as well as loans to
foreign operations within the Group where the denomination of the loan is in
the currency other than the currency of the lender or the borrower. A positive
number below indicates an increase in profit where the Euro strengthens 10%
against the relevant currency. For a 10% weakening of the Euro against the
relative currency, there would be a comparable impact on the loss, and the
balances below will be negative.
Group Company
2024 2023 31 Dec 2024 31 Dec 2023
€ € € €
Sterling Impact: Profit and loss/equity 596,686 307,571 577,106 735,935
US Dollar Impact: Profit & Loss/Equity 288 4,307 288 2,476
The Group and Company's sensitivity to foreign currency has increased during
the current financial year mainly due to the receipt of loans and equity for
sterling in the financial year.
Market risk
The Group's activities expose it primarily to the financial risks of changes
in foreign currency exchange rates and interest rates, which are detailed
above. There has been no change to the Group's exposure to market risks or the
manner in which it manages and measures the risk.
Notes to the financial statements
6. CAPITAL MANAGEMENT POLICIES AND PROCEDURES
The Group manages its capital to ensure that the Group is able to continue as
a going concern while maximising the return to shareholders through the
optimisation of the debt and equity balance.
The capital structure of the company consists of financial liabilities, cash
and cash equivalents and equity attributable to the equity holders of the
parent company.
The Group's management reviews the capital structure on a yearly basis. As
part of the review, management considers the cost of capital and risks
associated with it. The Group's overall strategy on capital risk management is
to continue to improve the ratio of debt to equity.
The Group manages the capital structure and makes adjustments to it in the
light of changes in economic conditions and the risk characteristics of the
underlying assets. In order to maintain or adjust the capital structure, the
Group may adjust the amount of dividends paid to shareholders, return capital
to shareholders, issue new shares, or sell assets to reduce debt.
No changes were made in the objectives, policies or processes for managing
capital during the years ended 31 December 2024 and 2023.
The gearing ratio of the Group for the financial year presented is as follows:
31 Dec 2024 31 Dec 2023
€ €
Borrowings 6,208,393 4,946,213
Lease liabilities 419,926 603,316
Cash and cash equivalents (306,933) (262,019)
Net debt 6,321,386 5,287,510
Equity attributable to the owners of the company 7,429,908 23,520,758
Net debt to equity ratio 85% 22%
7. SEGMENT INFORMATION
Information reported to the chief operating decision maker for the purposes of
resource allocation and assessment of segment performance focuses on the
products and services sold to customers. The Group's reportable segments under
IFRS 8 Operating Segments are as follows:
Technology Sales: Being the sale of Gasification Technology and associated
Engineering and Design Services.
The chief operating decision maker is the Chief Executive Officer. Information
regarding the Group's current reportable segment is presented below. The
following is an analysis of the Group's revenue and results from continuing
operations by reportable segment:
Segment Revenue Segment Profit/(Loss)
2024 2023 2024 2023
€ € € €
Technology Sales 2,201,547 2,546,975 (925,433) (1,629,462)
Total from continuing operations
2,201,547 2,546,975 (925,433) (1,629,462)
Central administration costs and directors' salaries (2,435,972) (2,361,673)
Other income 12,527 109,672
Other gains 26,497 431,962
Change in fair value of financial investments - (26,143)
Foreign currency losses (273,859) (48,212)
Share of results from equity accounted investments (52,346) (23,603)
Reversal of Impairment of other investments 34,529 -
Gain arising from sale of investments 219,786 -
Impairment of equity-accounted investment (5,361,520) (2,619,234)
Impairment of other investments - (1,417,066)
Impairment of loans receivable from project development undertakings
- (3,528,550)
Impairment of development assets (120,152) (4,603,546)
Impairment of goodwill (2,000,000) (5,283,459)
Impairment of trade and other receivables (6,302,736) (1,393,864)
Finance income 107,523 121,320
Finance costs (2,338,695) (1,486,020)
Loss before taxation (continuing operations) (19,409,851) (23,757,878)
Notes to the financial statements
7. SEGMENT INFORMATION - continued
Revenue reported above represents revenue generated from associated companies,
jointly controlled entities, unconsolidated structured entities and external
customers. Inter-segment sales for the financial year amounted to €Nil
(2023: €Nil). Included in revenues in the Technology Sales Segment are
revenues of €496,981 (2023: €1,126,977) which arose from sales to
associate undertakings, joint ventures and unconsolidated structured entities
of EQTEC plc. This represents 23% (2023: 44%) of total revenues in the
financial year. A breakdown of the turnover by associated undertaking, joint
venture and unconsolidated structured entity is set out in Note 36 Related
Party Transactions.
The accounting policies of the reportable segments are the same as the Group's
accounting policies described in Note 3. Segment profit or loss represents the
profit or loss earned by each segment without allocation of central
administration costs and directors' salaries, other operating income, share of
profit or loss of jointly controlled entities, profit on disposal of jointly
controlled entities, interest costs, interest income and income tax expense.
This is the measure reported to the chief operating decision maker for the
purpose of resource allocation and assessment of segment performance.
Other segment information:
Depreciation and amortisation Additions to non-current assets
2024 2023 2024 2023
€ € € €
Technology sales 113,554 113,376 12,503 502,696
Head Office 241,160 192,872 7,373 217,574
354,714 306,248 19,876 720,270
The Group operates in four principal geographical areas: Republic of Ireland
(country of domicile), the European Union, the United States of America and
the United Kingdom. The Group's revenue from continuing operations from
external customers and information about its non-current assets* by
geographical location are detailed below:
Revenue from Associates and External Customers Non-current assets*
2024 2023 2024 2023
€ € € €
Republic of Ireland - - - -
EU 1,643,315 2,256,621 2,381,840 2,607,493
United States of America 558,232 290,354 - -
United Kingdom - - 82,612 185,549
2,201,547 2,546,975 2,464,452 2,793,042
*Non-current assets excluding goodwill, financial instruments, deferred tax
and investment in jointly controlled entities and associates.
The management information provided to the chief operating decision maker does
not include an analysis by reportable segment of assets and liabilities and
accordingly no analysis by reportable segment of total assets or total
liabilities is disclosed.
Notes to the financial statements
8. REVENUE
An analysis of the Group's revenue for the financial year (excluding interest
revenue), from continuing operations, is as follows:
2024 2023
€ €
Revenue from technology sales 2,201,547 1,469,589
Revenue from development fees - 1,077,386
2,201,547 2,546,975
The Group's Revenue for 2024 and 2023 are all derived from services
transferred at a point in time. The Group's Revenue for 2024 and 2023
disaggregated by primary geographical units is disclosed in Note 7 above.
9. OTHER INCOME
2024 2023
€ €
Other income 12,527 109,672
10. FINANCE COSTS AND INCOME
2024 2023
Finance Costs € €
Interest on loans, bank facilities and overdrafts 2,317,759 1,144,349
Fees on early redemption of loans - 320,474
Interest expense for leasing arrangements 16,065 13,641
Other interest 4,871 7,556
2,338,695 1,486,020
Finance Income
Interest receivable on loans advanced 107,523 119,726
Other interest receivable - 1,594
107,523 121,320
11. OTHER GAINS
2024 2023
€ €
Gain on debt for equity swap 26,497 431,962
During the financial year the Group extinguished some of its financial
liabilities by issuing equity instruments. In accordance with IFRIC 19
Extinguishing Financial Liabilities with Equity Instruments, the gain
recognised on these transactions was €26,497 (2023: €431,962).
Notes to the financial statements
12. EMPLOYEE DATA 2024 2023
€ €
The aggregate payroll costs of employees (including executive directors) in
the Group were as follows:
Salaries 1,810,218 2,495,084
Social insurance costs 388,022 504,769
Pension costs - defined contribution plans 28,456 61,998
Other compensation costs:
Short term incentives - (547,575)
Private health insurance and other insurance costs 34,440 54,555
2,261,136 2,568,831
No. No.
Average number of employees (including executive directors) 23 28
Company
Average number of employees (including executive directors) 3 3
Capitalised employee costs in the financial year amounted to €Nil (2023
€Nil).
13. LOSS BEFORE TAXATION 2024 2023
€ €
Loss before taxation on continuing operations is stated after
charging/(crediting):
Depreciation of property, plant and equipment (Note 17) 229,381 181,584
Amortisation of intangible assets (Note 18) 125,333 124,664
Movement in fair value of investments (Note 22) - 26,143
Losses on foreign exchange 273,859 48,212
Directors' remuneration: for services as directors 124,198 110,442
(Note 539,288 901,379
36).
for salaries as management
133,888 -
Fees for management
16,499 35,106
Pension costs
2024 2023
€ €
Auditor's remuneration:
Audit of Group accounts 105,000 100,000
Tax advisory services 15,000 15,000
120,000 115,000
14. SIGNIFICANT TRANSACTIONS 2024 2023
€ €
Impairment of investment (Note (a)) 5,361,520 2,619,234
Impairment of other investments (Note (b)) - 1,417,066
Reversal of impairment of other investments (34,529) -
Impairment on loans receivable from project development undertakings (Note - 3,528,550
(c))
Impairment of development assets (Note (d)) 120,152 4,603,546
Impairment of goodwill (Note (e)) 2,000,000 5,283,459
Impairment of trade and other receivables (Note (f)) 6,302,736 1,393,864
Gain arising on sale of investments (Note 22) (219,786) -
a) Please see note 20 for further details
b) Please see notes 21 and 22 for further details
c) Please see note 24 for further details
d) Please see note 24 for further details
e) Please see note 18 for further details
f) Please see note 25 for further details
Notes to the financial statements
15. INCOME TAX 2024 2023
€ €
Income tax expense comprises:
Current tax expense - -
Deferred tax credit - -
Adjustment for prior financial years 8,173 22,768
8,173 22,768
Tax expense
The charge for the year can be reconciled to the profit before tax as follows:
2024 2023
€ €
Loss before taxation (19,409,851) (23,485,924)
Applicable tax 12.50% (2023: 12.50%) (2,426,231) (2,935,741)
Effects of:
Amortisation & depreciation in excess of capital allowances 44,339 38,281
Expenses not deductible for tax purposes 885,089 1,114,243
Losses carried forward 1,496,803 1,783,217
- -
Adjustment for prior financial years 8,173 22,768
Actual tax expense 8,173 22,768
The tax rate used for the reconciliation above is the corporate rate of 12.5%
payable by corporate entities in Ireland on taxable profits under tax law in
that jurisdiction.
Notes to the financial statements
16. LOSS PER SHARE 2024 2023
€ per share € per share
Basic loss per share
From continuing operations (0.068) (0.208)
From discontinued operations - 0.002
Total basic loss per share (0.068) (0.206)
Diluted loss per share
From continuing operations (0.068) (0.208)
From discontinued operations - 0.002
Total diluted loss per share (0.068) (0.206)
The loss and weighted average number of ordinary shares used in the
calculation of the basic and diluted loss per share are as follows:
2024 2023
€ €
Loss for financial year attributable to equity holders of the parent (19,418,006) (23,508,657)
Profit for the financial year from discontinued operations used in the
calculation of basic earnings per share from discontinued operations
- 271,954
Losses used in the calculation of basic loss per share from continuing
operations
(19,418,006) (23,780,611)
No. No.
Weighted average number of ordinary shares for
the purposes of basic loss per share 286,013,613 114,129,384
Weighted average number of ordinary shares for
the purposes of diluted loss per share 286,013,613 114,129,384
Dilutive and anti-dilutive potential ordinary shares
The following potential ordinary shares were excluded in the diluted earnings
per share calculation as they were anti-dilutive.
2024 2023
Share warrants in issue 57,290,827 27,339,399
Share options in issue 673,045 673,045
LTIP options in issue 2,116,938 2,116,938
Convertible loans 1,222,271,331 207,422,790
Total anti-dilutive shares 1,282,352,141 237,552,172
Details of share warrants and share options in issue outstanding at year-end
are set out in Note 28.
Events after the year-end
As disclosed in Note 37, 176,470,588 were issued on 10 April 2025 as part of a
share placing. If these shares were in issue prior to 31 December 2024, they
would have affected the calculation of the weighted average number of shares
in issue for the purposes of calculating both the basic and diluted loss per
share by 14,705,882 (assuming the shares were issued in December 2024).
Notes to the financial statements
17. PROPERTY, PLANT AND EQUIPMENT
Right of Use Assets Office equipment Construction in Progress Total
Group € € € €
Cost
At 1 January 2023 571,938 92,541 50,000 714,479
Additions 706,705 6,265 - 712,970
Disposal of subsidiary - - (50,000) (50,000)
De-recognition of assets (575,620) - - (575,620)
Exchange differences 4,365 - - 4,365
At 31 December 2023 707,388 98,806 - 806,194
Additions 19,876 - - 19,876
Exchange differences 10,309 - - 10,309
At 31 December 2024 737,573 98,806 - 836,379
Accumulated depreciation
At 1 January 2023 514,418 67,008 - 581,426
Charge for the financial year 168,187 13,397 - 181,584
Charge on disposal (575,620) - - (575,620)
Exchange differences 3,170 - - 3,170
At 31 December 2023 110,155 80,405 - 190,560
Charge for the financial year 217,355 12,026 - 229,381
Exchange differences 4,061 - - 4,061
At 31 December 2024 331,571 92,431 - 424,002
Carrying amount
At 31 December 2023 597,233 18,401 - 615,634
At 31 December 2024 406,002 6,375 - 412,377
Included in the net carrying amount of property, plant and equipment are
right-of-use assets as follows:
2024 2023
€ €
Leasehold buildings 406,022 597,233
Office Total
Equipment
Company € €
Cost
At 1 January 2023, at 31 December 2023 and at 31 December 2024 1,233 1,233
Accumulated depreciation
At 1 January 2023, at 31 December 2023 and at 31 December 2024 1,233 1,233
Carrying amount
At 1 January 2024 - -
At 31 December 2024 - -
Notes to the financial statements
18. INTANGIBLE ASSETS
Group Goodwill Other intangibles Patents Total
Cost € € € €
As at 1 January 2023 16,710,497 - 2,492,059 19
,2
02
,5
56
Additions, separately acquired - 7,300 - 7,300
As at 31 December 2023 and as at 31 December 2024
16,710,497 7,300 2,492,059 19,209,856
Amortisation and Impairment
As at 1 January 2023 1,427,038 - 197,287 1,624,325
Amortisation - 61 124,603 12
4,
66
4
Impairment 5,283,459 - - 5,
28
3,
45
9
As at 31 December 2023 6,710,497 61 321,890 7,
03
2,
44
8
Amortisation - 730 124,603 12
5,
33
3
Impairment 2,000,000 - - 2,
00
0,
00
0
As at 31 December 2024 8,710,497 791 446,493 9,
15
7,
78
1
Carrying value
As at 31 December 2023 10,000,000 7,239 2,170,169 12
,1
77
,4
08
As at 31 December 2024 8,000,000 6,509 2,045,566 10
,0
52
,0
75
Company Patents Total
Cost € €
As at 1 January 2023, as at 31 December 2023 and as at 31 December 2024
2,492,059 2,492,059
Amortisation and Impairment
As at 1 January 2023 197,287 197,287
Amortisation 124,603 124,603
As at 31 December 2023 321,890 321,890
Amortisation 124,603 124,603
As at 31 December 2024 446,493 446,493
Carrying value
As at 31 December 2023 2,170,169 2,170,169
As at 31 December 2024 2,045,566 2,045,566
Patents
During the year ended 31 December 2021, the Group acquired patents from a
company controlled by one of the directors. Patent are amortised over their
estimated useful lives, which is on average 20 years. The average remaining
amortisation period for these patents is 17.4 years (2023: 18.4 years).
Goodwill
Cash-generating units
Goodwill acquired in business combinations is allocated, at acquisition, to
the cash-generating units (CGUs) that are expected to benefit from that
business combination. A CGU is the smallest identifiable group of assets that
generate cash inflows that are largely independent of the cash inflows from
other assets or group of assets. The CGUs represent the lowest level within
the Group at which the associated goodwill is assessed for internal management
purposes and are not larger than the operating segments determined in
accordance with IFRS 8 Operating Segments. A total of 1 CGUs (2023: 1) have
been identified and these are all associated with the Technology Sales
Segment. The carrying value of the goodwill within the Technology Sales
Segment is €8,000,000 (2023: €10,000,000).
Notes to the financial statements
18. INTANGIBLE ASSETS - continued
In accordance with IAS 36 Impairment of Assets, the CGUs to which significant
amounts of goodwill have been allocated are as follows:
2024 2023
€ €
Eqtec Iberia SLU 8,000,000 10,000,000
For the purpose of impairment testing, the discount rates applied to this CGU
to which significant amounts of goodwill have been allocated was 12.00% (2023:
12.39%) for the Eqtec Iberia CGU.
Annual test for impairment
Goodwill acquired through business combinations has been allocated to the
above CGU for the purpose of impairment testing. Impairment of goodwill occurs
when the carrying value of the CGU is greater than the present value of the
cash that it is expected to generate (i.e., the recoverable amount). The Group
reviews the carrying value of each CGU at least annually or more frequently if
there is an indication that a CGU may be impaired.
The recoverable amount of the CGU is determined from value-in-use
calculations. The forecasts used in these calculations are based on a
financial plan approved by the Board of Directors, plus 5-year projections
forecasted by management, and specifically excludes any future acquisition
activity.
The value in use calculation represents the present value of the future cash
flows, including the terminal value, discounted at a rate appropriate to each
CGU. The real pre-tax discount rates used is 12.00% (2023: 12.39%). These
rates are based on the Group's estimated weighted average cost of capital,
adjusted for risk, and are consistent with external sources of information.
The cash flows and the key assumptions used in the value in use calculations
are determined based on management's knowledge and expectation of future
trends in the industry. Expected future cash flows are, however, inherently
uncertain and are therefore liable to material change over time. The key
assumptions used in the value in use calculations are subjective and include
projected EBITDA margins, net cash flows, discount rates used and the duration
of the discounted cash flow model.
After considering all key assumptions, management considers that there is no
reasonably possible change in any key assumption that would cause the CGU's
impaired carrying amount to exceed its recoverable amount.
The forecast was adjusted in 2024 due to the Group experiencing delays in
finalising and invoicing sales contracts arising from delays in customers
obtaining project funding due to global economic volatility and policy shifts
in renewable energy funding. These delays have resulted in postponed revenue
generation from existing and new customers. As a result, management expects
lower growth but consistent gross profit margins for the CGU.
Impairment testing, taking into account these latest developments, resulted in
the further reduction of goodwill in 2024 of €2,000,000 (2023:
€5,283,459) to its recoverable amount of €8,000,000 (2023:
€10,000,000).
Notes to the financial statements
19. INVESTMENT IN SUBSIDIARY UNDERTAKINGS
COMPANY
2024 2023
Investment in subsidiary undertakings € €
At beginning of financial year 4,948,536 19,729,486
Conversion of intercompany loans to capital 14,217,415 1,000,000
Impairment of investment in subsidiaries (11,357,166) (15,1783,854)
Foreign currency movement 6,657 2,904
At end of financial year 7,815,442 4,948,536
Notes to the financial statements
19. INVESTMENTS IN SUBSIDIARY UNDERTAKINGS - continued
Details of EQTEC plc subsidiaries at 31 December 2024 are as follows:
Country of
Name Incorporation Shareholding Registered Office Principal activity
Eqtec Iberia SLU Spain 100% 5 Provision of technical engineering services
EQTEC Holdings Limited Republic of Ireland 100% 1 Development of building projects
EQTEC UK Services Limited United Kingdom 100% 2 Development of building projects
Haverton WTV Limited United Kingdom 100% 2 Waste-to-energy developer
Deeside WTV Limited United Kingdom 100% 2 Waste-to-energy developer
Southport WTV Limited United Kingdom 100% 2 Waste-to-energy developer
EQTEC Southport H2 MDC Limited United Kingdom 100% 2 Waste-to-energy developer
Newry Biomass No. 1 Limited Republic of Ireland 100% 1 Dormant company
React Biomass Limited Republic of Ireland 100% 1 Dormant company
Reforce Energy Limited Republic of Ireland 100% 1 Dormant company
Grass Door Limited United Kingdom 100% 3 Dormant company
Newry Biomass Limited Northern Ireland 50.02% 4 Dormant company
Moneygorm Wind Turbine Limited Republic of Ireland 100% 1 Dormant company
Eqtec No. 1 Limited Republic of Ireland 100% 1 Dormant company
Altilow Wind Turbine Limited Republic of Ireland 100% 1 Dormant company
Synergy Projects d.o.o. Croatia 100% 6 Waste-to-energy developer
EQTEC France SAS France 100% 7 Waste-to-energy developer
The shareholding in each company above is equivalent to the proportion of
voting power held.
Key to registered offices:
1.
Building 1000, City Gate, Mahon, Cork T12 W7CV, Ireland.
2.
Acre House, 11/15 William Road, London NW1 3ER, England.
3.
Labs Triangle, Camden Lock Market, Chalk Farm Road, London NW1 8AB, England.
4.
68 Cloughanramer Road, Carnmeen, Newry, Co. Down BT34 1QG, Northern Ireland.
5.
Rosa Sensat nº 9-11 Planta 5ª, 08005 Barcelona, Spain.
6.
Zagorska 31, HR-10000 Zagreb, Croatia.
7.
28 Cours Albert 1er, 75008 Paris, France.
During the prior year, the Group disposed of its investment in Grande-Combe
SAS. Details of this disposal are set out in Note 34.
During the current financial year, three dormant subsidiaries (Enfield Biomass
Limited, Clay Cross Biomass Limited and EQTEC Strategic Project Finance
Limited) were voluntarily struck off the Company Register.
Subsequent to the financial year-end, four dormant subsidiaries (Moneygorm
Wind Turbine Limited, EQTEC Southport H2 MDC Limited, React Biomass Limited
and EQTEC No. 1 Limited) were voluntarily struck off the Company Register and
a fifth one, Altilow Wind Turbine Limited, commenced the process of being
voluntarily struck off.
Notes to the financial statements€€
19. INVESTMENT IN SUBSIDIARY UNDERTAKINGS - continued
The table below shows details of non-wholly owned subsidiaries of the Group
that have non-controlling interests:
Principal place of business and place of incorporation Proportion of ownership interests and voting rights held by non-controlling Profit/(loss) allocated to non-controlling interests for the financial year
interests
Name of Subsidiary Non-controlling interests
2024 2023 2024 2023 2024 2023
% % € € € €
Newry Biomass Limited Northern Ireland 49.98 49.98 (18) (32) (2,521,671) (2,363,523)
Individually immaterial subsidiaries with non-controlling interests
0.00 0.00 - - 105,000 105,000
Total (18) (32) (2,416,671) (2,258,523)
EQTEC plc owns 50.02% of the voting rights in Newry Biomass Limited. One other
company owns the remaining voting rights. Management has reassessed its
involvement in Newry Biomass Limited in accordance with IFRS 10's control
definition and guidance and has concluded that it has control of Newry Biomass
Limited. The activities of Newry Biomass Limited are not considered material
to the Group as a whole.
No dividends were paid to the non-controlling
interests during the years ended 31 December 2024 and 2023.
Interests in unconsolidated structured entities
The Group had the following interest in
unconsolidated structured entities in 2024:
Country of
Name Incorporation Shareholding Registered Office Principal activity
Biogaz Gardanne
SAS
France
100% 28 Cours Albert 1er, 75008 Paris, France.
Vehicle to fulfil energy requirements
Biogaz Gardannes SAS was set up in 2023 was set up as an easily transferable
legal entity (SPV) to hold all assets associated with a project initiated and
wholly support by the national government of France. Biogaz Gardanne was
created to fulfil a narrow, specific purpose which was to fulfil the
objectives of the French government. EQTEC has had and continues to have no
control over defining or changing those objectives. All relevant decisions
regarding scope of activity, investor rights and right of returns are
controlled by the French government, not EQTEC, and on that basis, EQTEC does
not have control over Biogaz Gardanne SAS under IFRS 10 and is therefore not
consolidated in these accounts. Details of the investment are included in Note
22.
Notes to the financial statements
20. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
GROUP 2024 2023
€ €
Investment in associate undertakings (a) 2,000,000 3,474,359
Investment in joint ventures (b) - 3,358,029
2,000,000 6,832,388
COMPANY
Investment in associate undertakings (a) - -
a) Investment in associate undertakings
GROUP
At beginning of financial year 3,474,359 4,263,604
Impairment of investment in North Fork Community Power LLC (Note 15) - (2,619,234)
Impairment of investment in EQTEC Italia MDC srl (1,976,005) -
Investment in shares - 29,780
Acquisition of increased share in associate - 856,967
Loans advanced to associate undertakings 425,500 334,750
Loans repaid from associate undertakings - (32,000)
Receivables converted into loans to associate undertakings - 554,067
Payables reclassified - 279,000
Derecognition of loans - (252,500)
Interest accrued on loans to associate undertakings 107,523 71,562
Share of loss of associate undertakings (31,377) (12,577)
Exchange differences - 940
At end of financial year 2,000,000 3,474,359
Made up as follows:
Investment in shares in associate undertakings - 783,801
Loans advanced to associate undertakings 2,087,960 2,747,141
Less: Losses recognised under the equity method (87,960) (56,583)
2,000,000 3,474,359
Investment in associate undertakings
Details of the Group's interests in associated undertakings at 31 December
2024 is as follows:
Shareholding Principal Activity
Name of associate undertaking County of Incorporation 2024 2023
North Fork Community Power LLC United States of America 28.52% 28.52% Operator of biomass gasification power project
EQTEC Italia MDC srl Italy 49.27% 49.27% Operator of biomass gasification power project
On 12 October 2022, it was announced that North Fork Community Power, LLC
("NFCP") has entered into an agreement for a financial restructuring with the
project lenders ("Lenders"), for the provision of a standby facility, in the
amount of USD 4.3 million, towards full funding of the project up to the
commercial operations date ("COD") of a plant, with EQTEC technology at its
core, in North Fork California, USA (the "Plant"). The third-party funding has
been agreed as part of a pre-negotiated petition filed by NFCP for relief
under Chapter 11 of the US Bankruptcy Code, following alignment between NFCP
managing members, including the Company, with the Lenders. As part of the
agreed terms, it was specified that the Group will remain as an equity
shareholder in NFCP with the final shareholding being determined during the
legal process post 31 December 2023 as 28.52%. However, arising from this, it
was determined that the Group is no longer in control of how the North Fork
project progresses, as this now rests with the lender bondholders. As a
result, the Group deems it prudent to fully impair its investment in North
Fork in 2023.
Following an assessment of the value in use of the investment in EQTEC Italia
MDC srl at 31 December 2024, it was considered prudent to impair the
investment in EQTEC Italia MDC srl resulting in an impairment charge of
€1,976,005 (2023: €Nil).
Notes to the financial statements
20. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD - continued
Summarised financial information in respect of the Group's interests in
associated undertakings is as follows:
2024 2023
North EQTEC Italia North EQTEC Italia
Fork Total Fork Total
€ € € € € €
Non-current assets 1,797,349 9,489,670 11,287,019 1,691,299 6,962,172 8,653,471
Current assets 51,284,536 569,270 51,853,806 35,171,261 609,671 35,780,932
Non-current liabilities (20,877,316) (7,972,970) (28,850,286) (19,647,815) (5,243,088) (24,890,903)
Current liabilities (24,837,212) (812,840) (25,650,052) (14,873,565) (991,939) (15,865,504)
Net Assets 7,367,357 1,273,130 8,640,487 2,341,180 1,336,816 3,677,996
Reconciliation to carrying amount
Group's share of net assets 2,101,170 627,272 2,728,442 667,704 658,649 1,326,353
Carrying value of loan to associate
- 3,280,164 3,280,164 - 2,747,141 2,747,141
Adjustment in respect of unrealised profits on sales from the Group (78,846) (23,358) (102,204) (78,846) (23,358) (102,204)
Adjustment arising from Chapter 11
(1,948,631) - (1,948,631) (1,948,631) - (1,948,631)
Exchange differences 140,612 - 140,612 140,612 - 140,612
Goodwill 2,404,929 91,927 2,496,856 3,838,395 91,927 3,930,322
Impairment of asset (2,619,234) (1,976,005) (4,595,239) (2,619,234) - (2,619,234)
Carrying amount - 2,000,000 2,000,000 - 3,474,359 3,474,359
Summarised income statement
Revenue - 8,963 8,963 - 4,615 4,615
(Loss)/Profit after tax for period 20,535 (63,685) (43,150) 17,718 (72,009) (54,291)
Other comprehensive income - - - - - -
Total comprehensive income/(loss)
20,535 (63,685) (43,150) 17,718 (72,009) (54,291)
Reconciliation to Group's share of total comprehensive income
Group's share of total comprehensive income
- (32,307) (32,307) 4,673 (17,250) (12,577)
Group's share of total comprehensive income
- (32,307) (32,307) 4,673 (17,250) (12,577)
COMPANY 2024 2023
€ €
At beginning of financial year - 2,728,959
Impairment of investment - (2,728,959)
At end of financial year - -
Made up as follows:
Investment in shares in associate undertakings - -
Notes to the financial statements
20. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD - continued
b) Investment in joint ventures
GROUP
The Group's interests in joint ventures at the end of the reporting period is
as follows
2024 2023
€ €
Synergy Belisce d.o.o. - 2,174,543
Synergy Karlovac d.o.o. - 1,095,061
Eqtec Synergy Projects Limited - 88,425
Interests in joint ventures - 3,358,029
Details of the Group's interests in joint ventures is as follows:
Shareholding Principal Activity
Name of joint venture County of Incorporation 2024 2023
Synergy Belisce d.o.o. Croatia 49% 49% Operator of biomass gasification power project
Synergy Karlovac d.o.o. Croatia 49% 49% Operator of biomass gasification power project
Eqtec Synergy Projects Limited Cyprus 50.1% 50.1% Operator of biomass gasification power project
Synergy Projects Aegean Energy Production and Distribution Society SA. Greece 50.1% 50.1% Holding company
Synergy Drama Single Member PC Greece 50.1% 50.1% Operator of biomass gasification power project
Synergy Livadia Single Member PC Greece 50.1% 50.1% Operator of biomass gasification power project
The purpose of the joint ventures is to act as go-to-market entities, in
partnership with the local partners, to actively seek business development and
project development in the territory. The joint ventures have share capital,
consisting solely of ordinary shares. Decisions about the relevant activities
of the joint ventures require unanimous consent of the Group and the
respective joint venture partners.
a) Synergy Belisce d.o.o. was set up in April 2021 as a 100%
subsidiary of Synergy Projects d.o.o., a 100% subsidiary of the Group. On 26
November 2021, the Group's Croatian project development partner, Sense ESCO
d.o.o. subscribed for additional shares in Synergy Belisce d.o.o. which
resulted in the Group owning 49% of the equity of the joint venture. Synergy
Belisce d.o.o. has acquired a 1.2 MWe waste-to-energy gasification plant in
Belisce, Croatia which had been built in 2016 around EQTEC's proprietary and
patented Advanced Gasification Technology. The joint venture's objective
was to update, recommission, and repower the plant, contingent upon securing
project-level financing. To adhere to the project timeline, EQTEC advanced
initial capital for preliminary works. However, persistent delays in securing
external project finance, coupled with the Group's own capital constraints,
made further investment untenable. Consequently, a strategic decision was
made to pivot. The Belisce plant is now being disassembled for relocation and
integration into the Group's project at Karlovac. Concurrently, a new project
opportunity with DS Smith is being scoped at a site near the original Belisce
location.
b) Synergy Karlovac d.o.o. was set up in April 2021 as a 100%
subsidiary of Synergy Projects d.o.o., a 100% subsidiary of the Group. On 26
November 2021, the Group's Croatian project development partner, Sense ESCO
d.o.o. subscribed for additional shares in Synergy Karlovac d.o.o. which
resulted in the Group owning 49% of the equity of the joint venture. Synergy
Karlovac d.o.o. has acquired a 3 MWe waste-to-energy gasification plant in
Karlovac, Croatia which originally employed an early gasification technology
from a third party. The plant was not able to achieve the designed operational
availability and had to be closed. The Group's current strategy involves
leveraging this site for a new project. The legacy third-party plant is being
dismantled to be replaced by the upgraded equipment from the Group's former
Belisce project site. This action will repurpose the Karlovac site with
EQTEC's proven technology.
c) Eqtec Synergy Projects Limited was set up in 2020 in partnership
with its Greek strategic partners, ewerGy GmbH. The Group owns 50.1% of the
equity of the joint venture. Eqtec Synergy Projects Limited owns 100% of
Synergy Projects Aegean Energy Production and Distribution Society SA, and
this company holds 100% of the shares in two further companies, which are
special purpose vehicles for projects (Project SPV): Synergy Drama Single
Member PC and Synergy Livadia Single Member PC. The objective of these two
companies is the development of biomass-to-energy plants, generating green
electricity from locally and sustainably sourced forestry waste.
Notes to the financial statements
20. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD - continued
In line with the agreed Company strategy to minimise or eliminate development
activities across the Group, it has progressed discussions and has reached
agreement, subject to final legal documentation, with its joint venture
partners in Croatia and Greece to restructure its ownership and financial
arrangements in relation to the joint venture entities. In line with its
stated objective to move away from development activities the Group will seek
to reduce its equity stake to below 20% in each joint venture and to
restructure its loans and receivables due to facilitate early repayment.
Following an assessment of the value in use of the investments in the above
joint venture vehicles at 31 December 2024, it was considered prudent to
impair the investment in all of the above vehicles resulting in an impairment
charge of €3,385,515 (2023: €Nil).
The movement in the investment in joint ventures is as follows:
The purpose of the joint ventures is to act as go-to-market entities, in
partnership with the local partners, to actively seek business development and
project development in the territory. The joint ventures have share capital,
consisting solely of ordinary shares. Decisions about the relevant activities
of the joint ventures require unanimous consent of the Group and the
respective joint venture partners.
a) Synergy Belisce d.o.o. was set up in April 2021 as a 100%
subsidiary of Synergy Projects d.o.o., a 100% subsidiary of the Group. On 26
November 2021, the Group's Croatian project development partner, Sense ESCO
d.o.o. subscribed for additional shares in Synergy Belisce d.o.o. which
resulted in the Group owning 49% of the equity of the joint venture. Synergy
Belisce d.o.o. has acquired a 1.2 MWe waste-to-energy gasification plant in
Belisce, Croatia which had been built in 2016 around EQTEC's proprietary and
patented Advanced Gasification Technology. The joint venture's objective
was to update, recommission, and repower the plant, contingent upon securing
project-level financing. To adhere to the project timeline, EQTEC advanced
initial capital for preliminary works. However, persistent delays in securing
external project finance, coupled with the Group's own capital constraints,
made further investment untenable. Consequently, a strategic decision was
made to pivot. The Belisce plant is now being disassembled for relocation and
integration into the Group's project at Karlovac. Concurrently, a new project
opportunity with DS Smith is being scoped at a site near the original Belisce
location.
b) Synergy Karlovac d.o.o. was set up in April 2021 as a 100%
subsidiary of Synergy Projects d.o.o., a 100% subsidiary of the Group. On 26
November 2021, the Group's Croatian project development partner, Sense ESCO
d.o.o. subscribed for additional shares in Synergy Karlovac d.o.o. which
resulted in the Group owning 49% of the equity of the joint venture. Synergy
Karlovac d.o.o. has acquired a 3 MWe waste-to-energy gasification plant in
Karlovac, Croatia which originally employed an early gasification technology
from a third party. The plant was not able to achieve the designed operational
availability and had to be closed. The Group's current strategy involves
leveraging this site for a new project. The legacy third-party plant is being
dismantled to be replaced by the upgraded equipment from the Group's former
Belisce project site. This action will repurpose the Karlovac site with
EQTEC's proven technology.
c) Eqtec Synergy Projects Limited was set up in 2020 in partnership
with its Greek strategic partners, ewerGy GmbH. The Group owns 50.1% of the
equity of the joint venture. Eqtec Synergy Projects Limited owns 100% of
Synergy Projects Aegean Energy Production and Distribution Society SA, and
this company holds 100% of the shares in two further companies, which are
special purpose vehicles for projects (Project SPV): Synergy Drama Single
Member PC and Synergy Livadia Single Member PC. The objective of these two
companies is the development of biomass-to-energy plants, generating green
electricity from locally and sustainably sourced forestry waste.
Notes to the financial statements
20. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD - continued
In line with the agreed Company strategy to minimise or eliminate development
activities across the Group, it has progressed discussions and has reached
agreement, subject to final legal documentation, with its joint venture
partners in Croatia and Greece to restructure its ownership and financial
arrangements in relation to the joint venture entities. In line with its
stated objective to move away from development activities the Group will seek
to reduce its equity stake to below 20% in each joint venture and to
restructure its loans and receivables due to facilitate early repayment.
Following an assessment of the value in use of the investments in the above
joint venture vehicles at 31 December 2024, it was considered prudent to
impair the investment in all of the above vehicles resulting in an impairment
charge of €3,385,515 (2023: €Nil).
The movement in the investment in joint ventures is as follows:
2024 2023
€ €
At the beginning of the year 3,358,029 3,355,910
Loans advanced to joint ventures 72,775 15,700
Loans repaid by joint ventures (24,320) (3,700)
Share of loss after tax (20,969) (11,025)
Impairment of investments in joint ventures (3,385,515) -
Exchange differences - 1,144
Interests in joint ventures - 3,358,029
Made up as follows:
Loans advanced to associate ventures - 3,531,128
Less: Losses recognised under the equity method - (173,099)
- 3,358,029
Notes to the financial statements
20. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD - continued
Summarised financial information for joint ventures accounted for using the
equity method
Set out below is the summarised financial information for the Group's joint
ventures which are accounted for using the equity method. The information
below reflects the amounts presented in the financial statements of the joint
ventures reconciled to the carrying value of the Group's investments in joint
ventures.
2024 2023
Eqtec Synergy Projects Limited Group Eqtec Synergy Projects Limited Group
Synergy Belisce d.o.o. Synergy Karlovac d.o.o. Synergy Belisce d.o.o. Synergy Karlovac d.o.o.
2024 Total Total
Summarised balance sheet (100%) € € € € € € € €
Non-current assets 4,279,612 3,229,285 - 7,508,897 4,279,612 3,236,785 - 7,516,397
Current assets
Cash and Cash equivalents 58 57 270 385 103 655 296 1,054
Other current assets 192,055 169,901 203,373 565,329 188,366 169,685 203,023 561,074
192,113 169,958 203,643 565,714 188,469 170,340 203,319 562,128
Non-current liabilities - - - - - - - -
Current liabilities
Bank overdrafts and loans 2,292,287 1,206,965 100,000 3,599,252 2,256,237 1,182,134 100,000 3,538,371
Other current liabilities 2,195,851 2,250,292 134,487 4,580,630 2,213,242 2,263,141 126,423 4,602,806
4,488,138 3,457,257 234,487 8,179,882 4,469,479 3,445,275 226,423 8,141,177
Net liabilities (100%) (16,413) (58,014) (30,844) (105,271) (1,398) (38,150) (23,104) (62,652)
Reconciliation to carrying amount:
Group's share of net liabilities (8,043) (28,426) (15,453) (51,922) (685) (18,693) (11,575) (30,953)
Carrying value of loans to joint ventures 2,288,772 1,190,811 100,000 3,579,583 2,252,722 1,178,406 100,000 3,531,128
Unrealised gains on sales to joint ventures (72,655) (64,997) - (137,652) (72,655) (64,997) - (137,652)
Impairment of joint ventures (2,203,235) (1,097,733) (84,547) (3,385,515) - - - -
Exchange differences (4,839) 345 - (4,494) (4,839) 345 - (4,494)
Carrying amount - - - - 2,174,543 1,095,061 88,425 3,358,029
2024 2023
Eqtec Synergy Projects Limited Eqtec Synergy Projects Limited
Group Group
Synergy Belisce d.o.o. Synergy Karlovac d.o.o. Synergy Belisce d.o.o. Synergy Karlovac d.o.o.
Total Total
Summarised income statement (100%) € € € € € € € €
Revenue - 12,922 - 12,922 - 13,737 - 13,737
Depreciation - - - - - - - -
Amortisation - - - - - - - -
Interest expenses 1 40 - 41 3 77 - 80
Taxation - - - - - - - -
Loss after tax (15,015) (19,864) (7,740) (42,619) (4,053) (8,857) (9,380) (22,290)
Other comprehensive income - - - - - - - -
Total comprehensive loss (15,015) (19,864) (7,740) (42,619) (4,053) (8,857) (9,380) (22,290)
Reconciliation to Group's share of total comprehensive income
Group's share of total comprehensive loss (7,357) (9,733) (3,878) (20,968) (1,986) (4,340) (4,699) (11,025)
Group's share of total comprehensive loss (7,357) (9,733) (3,878) (20,968) (1,986) (4,340) (4,699) (11,025)
21. FINANCIAL ASSETS
GROUP
2024 2023
Investment in related undertakings € €
At beginning of the financial year - 3,728,434
Derecognition of investment in Logik WTE Limited - (3,805,636)
Exchange differences - 77,202
At end of the financial year - -
Notes to the financial statements
21. FINANCIAL ASSETS - continued
Investment in Logik WTE Limited
On 8 December 2020, EQTEC announced that EQTEC's wholly owned subsidiary,
Deeside WTV Limited ("Deeside"), had signed a Share Purchase Agreement (the
"SPA") with Logik Developments Limited ("Logik") to acquire full ownership of
the Deeside Refuse Derived Fuel ("RDF") project (the "Project") from Logik
through the acquisition of Logik WTE Limited ("Logik WTE").
On 20 September 2023, EQTEC announced that it had issued a claim against Logik
and Logik WTE in connection with payments made by the Group and due to the
Group in relation to the Project, and for breach of the SPA between Logik and
Deeside. Consequently, the Group has decided to de-recognise the investment in
Logik WTE, with a corresponding derecognition of the associated liability
(€2,537,091).
22. OTHER FINANCIAL INVESTMENTS
2024 2023
Group: € €
Financial investments at amortised cost
Investment in unconsolidated subsidiary (Biogaz Gardanne SAS)
1,000 1,000
Investment in previously consolidated company Grande Combe SAS
50 50
Convertible loan note in Metal NRG plc - 115,322
Less: Provision against convertible loan note - (115,322)
Bonds and Debentures 402,644 402,644
Less: Provision against investment in Bonds (402,644) (402,644)
Other investments 23,652 22,915
Less: Provisions against other investments (17,250) (17,250)
7,452 6,715
Financial investments at fair value through profit or loss (FVTPL)
Investment in Metal NRG plc - 33,199
Less: Provision against investment in Metal NRG plc - (33,199)
- -
Total 7,452 6,715
Company
Financial investments at amortised cost
Convertible loan note in Metal NRG plc - 115,322
Less: Provision against convertible loan note - (115,322)
- -
Financial investments at fair value through profit or loss (FVTPL)
Investment in Metal NRG plc - 33,199
Less: Provision against investment in Metal NRG plc - (33,199)
- -
Total - -
Financial assets at FVTPL include the equity investment in Metal NRG plc
("MRNG") which was financed through the exchange of shares in the Company. The
Group and the Company accounts for the investment in MRNG at FVTPL and did not
make the irrevocable election to account for it at FVOCI.
As at 31 December 2023, the fair value of the Group's interest in Metal NRG
plc, which is listed on the London Stock
Exchange, was €33,199 based on the
quoted market price available on the London Stock Exchange, which is a Level 1
input in terms of IFRS 13. However, as the likelihood of the Group recovering
this amount was considered remote, it was deemed prudent to provide fully for
both the investment and the convertible loan note in Metal NRG plc.
During the year ended 31 December 2024, the company was able to dispose of the
interest in Metal NRG plc. The reversal of the impairment previously recorded
amounted to €34,529 and the gain arising from the sale of the investment
amounted to €219,786.
Notes to the financial statements
22. OTHER FINANCIAL INVESTMENTS - Continued
Movement in other financial investments was as follows:
2024 2023
€ €
At beginning of financial year 6,715 171,186
Acquisition of unconsolidated subsidiary - 1,000
Acquisition of other investments 737 5,665
Investment in previously recognised subsidiary - 50
Movement in fair value - (26,143)
Exchange differences - 3,478
Provision against investments in Metal NRG plc - (148,521)
At end of financial year 7,452 6,715
23. DEFERRED TAXATION
A deferred tax asset has not been recognised at the consolidated statement of
financial position date in respect of trading tax losses arising from the
Irish and UK subsidiaries. Due to the history of past losses, the Group has
not recognised any deferred tax asset in respect of tax losses to be carried
forward which are approximately €56.2 million at 31 December 2024 (2023:
€43.9 million).
24. DEVELOPMENT ASSETS
2024 2023
€ €
Group
Costs associated with project development undertakings 114,650 613,516
Loan receivable from project development undertakings
Convertible loans - 2,883,057
Other loans - 2,711,592
Less: Loss Allowance - (3,528,550)
- 2,066,099
The Group invests capital in assisting in the development of waste to value
projects which can deploy its technology and expertise and make a profit from
the realisation of the development costs at the financial close, when project
financing is in place so that the project undertaking can commence
construction. Cost comprises direct materials and overheads that have been
incurred in furthering the development of a project towards financial close.
For the financial year ended 31 December 2024, €3,110 (2023: €212,280) of
development assets was included in consolidated statement of profit or loss as
an expense and €120,152 (2023: €4,603,546) was impaired resulting from
write down of development assets.
Included in loans receivable from project development undertakings is an
amount of €Nil (2023: €Nil) which is receivable, along with accrued
interest, 18 months from the date of drawdown. Interest is charged at 15% per
annum. During the financial year ended 31 December 2023, the company had
determined it was unlikely to recover the value of the loan from the borrower
and had impaired the value of the loan in full, incurring an impairment cost
of €645,943.
Included in loans receivable is an amount of €Nil (2023: €Nil) arising
from development service fees to Shankley Biogas Limited which has been
converted into a convertible loan note secured by a fixed and floating charge
on the assets and business of Shankley Biogas Limited. The loan note, which is
interest-free, is due to be paid to the company following sale of, or
investment into Shankley Biogas Limited by any third party. During the
financial year ended 31 December 2023, the Company had determined it was
unlikely to recover the value of the loan and had impaired the value of the
loan in full, incurring an impairment cost of €2,883,057.
All remaining loans receivables were repaid in the year ended 31 December
2024.
Notes to the financial statements
24. DEVELOPMENT ASSETS - Continued 2024 2023
€ €
Company
Costs associated with project development - 88,129
Loan receivable from project development undertakings
Convertible loans - 2,883,057
Other loans - 645,493
Less: Loss Allowance - (3,528,550)
- -
25. TRADE AND OTHER RECEIVABLES
2024 2023
Group € €
Trade receivables gross 7,194,858 7,268,720
Allowance for credit losses (7,141,075) (875,687)
Trade receivables net 53,783 6,393,033
VAT receivable 125,382 166,134
Advances to related undertakings 60,000 60,000
Allowance for credit losses on advances to related undertakings (60,000) (60,000)
Prepayments 429,421 295,780
Amounts receivable from associate companies 81,747 31,482
Corporation tax 31,028 24,838
Other receivables 86,295 132,950
807,656 7,044,217
All amounts are short-term. The net carrying value of trade receivables is
considered a reasonable approximation of fair value.
The following table shows an analysis of trade receivables split between past
due and within terms accounts. Past due is when an account exceeds the agreed
terms of trade, which are typically 60 days.
2024 2023
€ €
Within terms 782 1,580,193
Past due more than one month but less than two months 4,360 7,000
Past due more than two months 7,189,716 5,681,527
7,194,858 7,268,720
Included in the Group's trade receivables balance are debtors with carrying
amount of €48,641 (2023: €4,805,840) which are past due at year end and
for which the Group has not provided.
The Group does not hold any collateral over these balances. No interest is
charged on overdue receivables. The quality of past due not impaired trade
receivables is considered good. The carrying amount of trade receivables
approximates to their fair values.
The Group's policy is to recognise an allowance for doubtful debts of 100%
against all receivables with non-related parties over 120 days because
historical experience has been that trade receivables that are past due beyond
120 days are not recoverable. Allowances for doubtful debts are recognised
against trade receivables from non-related parties between 60 days and 120
days based on estimated irrecoverable amounts determined by reference to past
default experience of the counterparty and an analysis of the counterparty's
current financial position. The review on these balances shows that all of the
above amounts are considered recoverable.
In determining the recoverability of a trade receivable, the Group considers
any changes in the credit quality of the trade receivable from the date credit
was initially granted up to the end of the current reporting financial year.
The concentration of the credit risk is limited due to the customer base being
large and unrelated, and the fact that no one customer holds balances that
exceeds 10% of the gross assets of the Group. The maximum exposure risk to
trade and other receivables at the reporting date by geographic region,
ignoring provisions, is as follows:
Notes to the financial statements
25. TRADE AND OTHER RECEIVABLES - continued
2024 2023
€ €
Ireland 273,129 300,209
Spain 4,176,855 4,482,382
France 1,108,444 807,373
Croatia 1,636,430 1,678,756
7,194,858 7,268,720
The aged analysis of other receivables is
within terms.
The closing balance of the trade receivables loss allowance as at 31 December
2024 reconciles with the trade receivables loss allowance opening balance as
follows:
€
Notes to the financial statements
25. TRADE AND OTHER RECEIVABLES
25. TRADE AND OTHER RECEIVABLES - continued
Opening loss allowance as at 1 January 2023 475,687
Loss allowance recognised during the financial year 400,000
Loss allowance as at 31 December 2023 556
Loss allowance recognised during the gear
Loss allowance as at 31 December 875,687
2023
Loss allowance recognised during the financial year 6,265,388
Loss allowance as at 31 December 2024 7,141,075
25. TRADE AND OTHER RECEIVABLES - continued
€
Opening loss allowance as at 1 January 2023
475,687
Loss allowance recognised during the financial year
Loss allowance as at 31 December 2023 556
Loss allowance recognised during the gear
400,000
Loss allowance as at 31 December
2023
875,687
Loss allowance recognised during the financial year
6,265,388
Loss allowance as at 31 December 2024
7,141,075
The closing balance of the advances to related undertakings loss allowance as
at 31 December 2024 reconciles with the advances to related undertakings loss
allowance opening balance as follows:
€
Opening loss allowance as at 1 January 2023 60,000
Loss allowance recognised during the financial year -
Loss allowance as at 31 December 2023 556
Loss allowance recognised during the gear
Loss allowance as at 31 December 2023 60,000
Loss allowance recognised during the financial year -
Loss allowance as at 31 December 2024 60,000
There is no concentration of credit risk with respect to receivables as
disclosed in Note 5 under credit risk.
2024 2023
Company € €
Amounts due from subsidiary undertakings 4,391,051 27,032,237
Allowance for impairment of balances (4,226,448) (9,004,018) (9,004,018)
164,603 18,028,219
Trade receivables - Intercompany and related parties 280,473 310,496
Trade receivables - third party 273,013 270,013
Allowance for credit losses on trade receivables (553,313) (30,000)
Advances to related undertakings 60,000 60,000
Allowance for credit losses on advances to related undertakings (60,000) (60,000)
Prepayments 333,449 170,786
Corporation Tax 96 96
VAT Receivable 4,504 9,248
Other receivables 15,689 3,126
518,514 18,761,984
The concentration of credit risk in the individual financial statements of
EQTEC plc relates to amounts due from subsidiary undertakings. The directors
have reviewed these balances in the light of the impairment review carried out
on the investments by EQTEC plc in its subsidiaries.
The directors considered the future cash flows arising from subsidiaries and
are satisfied that the appropriate impairment has been applied to these
balances. All amounts are short-term. The net carrying values of amounts due
from subsidiary undertakings, trade and loans receivables are considered a
reasonable approximation of their fair values.
The closing balance of the trade receivables loss allowance as at 31 December
2024 reconciles with the trade receivables loss allowance opening balance as
follows:
Notes to the financial statements
25. TRADE AND OTHER RECEIVABLES - continued
€
Notes to the financial statements
25. TRADE AND OTHER RECEIVABLES
25. TRADE AND OTHER RECEIVABLES - continued
Opening loss allowance as at 1 January 2023 30,000
Loss allowance recognised during the financial year -
Loss allowance as at 31 December 2023 556
Loss allowance recognised during the gear
Loss allowance as at 31 December 2023 30,000
Loss allowance recognised during the financial year 523,313
Loss allowance as at 31 December 2024 553,313
25. TRADE AND OTHER RECEIVABLES - continued
€
Opening loss allowance as at 1 January 2023
30,000
Loss allowance recognised during the financial year
Loss allowance as at 31 December 2023 556
Loss allowance recognised during the gear
-
Loss allowance as at 31 December 2023
30,000
Loss allowance recognised during the financial year
523,313
Loss allowance as at 31 December 2024
553,313
The closing balance of the advances to related undertakings loss allowance as
at 31 December 2024 reconciles with the advances to related undertakings loss
allowance opening balance as follows:
€
Opening loss allowance as at 1 January 2023 60,000
Loss allowance recognised during the financial year -
Loss allowance as at 31 December 2023 556
Loss allowance recognised during the gear
Loss allowance as at 31 December 2023 60,000
Loss allowance recognised during the financial year -
Loss allowance as at 31 December 2024 60,000
26. INVESTMENTS HELD FOR RESALE
2024 2023
Group € €
Investment held for resale 121 -
27. CASH AND CASH EQUIVALENTS
For the purposes of the cash flow statement, cash and cash equivalents include
cash on hand and in banks. Cash and cash equivalents at the end of the
financial year as shown in the cash flow statement can be reconciled to the
related items in the balance sheet as follows:
2024 2023
Group € €
Cash and bank balances 306,933 262,019
Bank overdrafts (Note 30) (39,263) (148,181)
267,670 113,838
Company
Cash and bank balances 197,353 108,763
The carrying amount of the cash and cash equivalents is considered a
reasonable approximation of its fair value.
Notes to the financial statements
28. EQUITY
Share Capital
Allotted and Allotted and
At 31 December 2023 Authorised Number called up Authorised called up
Number € €
Ordinary shares of €0.01 each
257,610,911 181,485,890 2,576,109 1,814,859
Deferred ordinary shares of €0.40 each
200,000,000 22,370,042 80,000,000 8,948,017
Deferred convertible "A" ordinary shares of €0.01 each
10,000,000,000 99,117,952 100,000,000 991,180
Deferred "B" Ordinary Shares of €0.099 each
75,140,494 75,140,494 7,438,909 7,438,909
Deferred "C" Ordinary Shares of €0.01 each
2,318,498,198 1,330,488,404 23,184,982 13,304,883
213,200,000 32,497,848
Allotted and Allotted and
At 31 December 2024 Authorised called up Authorised called up
Number Number € €
Ordinary shares of €0.01 each
847,610,911 434,774,785 8,476,109 4,347,748
Deferred ordinary shares of €0.40 each
200,000,000 22,370,042 80,000,000 8,948,017
Deferred convertible "A" ordinary shares of €0.01 each
10,000,000,000 99,117,952 100,000,000 991,180
Deferred "B" Ordinary Shares of €0.099 each
75,140,494 75,140,494 7,438,909 7,438,909
Deferred "C" Ordinary Shares of €0.01 each
2,318,498,198 1,330,488,404 23,184,982 13,304,883
219,100,000 35,030,737
The holders of the ordinary shares are entitled to participate in the profits
or assets of the Company (by way of payment of any dividends, on a winding up
or otherwise) and are entitled to receive notice, attend, speak and vote at
general meetings of the Company. Each ordinary share equates to one vote at
meetings of the Company.
The holders of the deferred convertible "A" ordinary shares are entitled to
participate pari passu with ordinary shareholders in the profits or assets of
the Company on a winding-up, up to an amount equal to the par value paid in
respect of such deferred convertible "A" ordinary shares but are not entitled
to participate in the profits or assets of the Company (by way of payment of
any dividends or otherwise). The holders of the deferred convertible "A"
ordinary shares are not entitled to receive notice, attend, speak and vote at
general meetings of the Company.
The holders of the deferred ordinary shares, the deferred "B" ordinary shares
and the deferred "C" ordinary shares are not entitled to participate in the
profits or assets of the Company (by way of payment of any dividends, on a
winding up or otherwise) and are not entitled to receive notice, attend, speak
and vote at general meetings of the Company.
Share Premium
Proceeds received in excess of the nominal value of the shares issued during
the financial year have been included in share premium, less registration and
other regulatory fees. Costs of new shares charged to equity amounted to
€194,661 (2023: €461,122).
Company Share Premium
The share premium included in the consolidated and company statement of
financial position is different by €18,934,080 due to the reverse
acquisition of the Group which occurred on 13 October 2008. The reverse
acquisition resulted to a reverse acquisition reserve which has been netted
off against the share premium in the consolidated statement of financial
position.
Capital reorganisation
On 17 December 2023, a capital re-organisation took place whereby (1) each
existing ordinary share of €0.001 each was sub-divided into 10 ordinary
shares of €0.0001 each; (2) every 1,000 sub-divided shares of €0.0001 each
was consolidated into 10 ordinary shares of €0.01 each; and (3) 9 out of
every 10 ordinary shares of €0.01 each was re-designated into 9 deferred "C"
ordinary shares of €0.01 each.
Notes to the financial statements
28. EQUITY - continued
Movements in the financial year to 31 December 2024
Amounts of shares 2024 2023
Ordinary Shares of €0.001 each issued and fully paid
- Beginning of the financial year - 9,421,479,112
- Issued in lieu of borrowings and settlement of payables 3,765,165,007
-
- Share issue placement
1,596,560,373
-
- Consolidation of shares from €0.001 to €0.01
(14,783,204,492)
-
Total Ordinary shares of €0.001 each authorised, issued and fully paid at
the end of the financial year
- -
Ordinary Shares of €0.01 each issued and fully paid
- Beginning of the financial year 181,485,890 -
- Consolidation of shares from €0.001 to €0.01 - 147,832,044
- Share issue placement 178,151,365 -
- Issued in lieu of borrowings and settlement of payables 75,137,530 33,653,846
Total Ordinary shares of €0.01 each authorised, issued and fully paid at the
end of the financial year
434,774,785 181,485,890
Other Reserves
Other reserves relates to equity-settled share-based
payment transactions.
Share warrants and options
As at 31 December 2024 the Company had 63,147,339
share warrants and options outstanding (2023: 55,787,668).
No of warrants/options Exercise price (pence) Final exercise date
9,999,847 33 30/03/2025
43,670,884 7.878 19/11/2027
7,359,671 2.656 07/05/2028
230,450 1 31/01/2032
1,886,487 1 30/04/2033
63,147,339
Details of warrants granted
LTIP 2021 Options LTIP 2022 Options Lender warrants Employee warrants Employee options
Number Exercise price (Pence) Number Exercise price (Pence) Number Exercise price (Pence) Number Exercise price (Pence) Number Exercise price (Pence)
At 1 January 2024 38,954,585 7.878 4,043,254 7.878 673,045 7.878
230,450 1 1,886,487 1
Issued in year - - - - - - - - - -
Cancelled or expired in year - - - - - -
- - - -
Exercised in year - - - - - -
- - - -
At 31 December 2024 38,954,585 7.878 4,043,254 7.878 673,045 7.878
230,450 1 1,886,487 1
Exercisable at 31 December 2024 38,954,585 7.878 4,043,254 7.878 673,045 7.878
- - - -
Average life remaining at 31 December 2024 2.87 years 2.87 years 2.87 years
7.08 years 8.25 years
Notes to the financial statements
28. EQUITY - continued
Lender warrants 2024 Placing warrants 2023
Number Exercise price (Pence) Number Exercise price (Pence)
At 1 January 2024 - - 9,999,847 33
Issued in year 7,359,671 2.656 - -
Cancelled or expired in year - - - -
Exercised in year - - - -
At 31 December 2024 7,359,671 2.656 9,999,847 33
Exercisable at 31 December 2024 7,359,671 2.656 9,999,847 33
Average life remaining at 31 December 2024 3.33 years 0.25 years
29. NON-CONTROLLING INTERESTS
2024 2023
€ €
Balance at beginning of financial year (2,305,932) (2,258,523)
Share of loss for the financial year (18) (35)
Unrealised foreign exchange losses (110,721) (47,374)
Balance at end of financial year (2,416,671) (2,305,932)
30. BORROWINGS 2024 2023
Group € €
Current liabilities
At amortised cost
Secured loan facility (SLF) - 2,242,250
New syndicated facility (NSF) 728,741 -
Other loans 3,880 97,798
Bank overdraft 39,263 148,181
771,884 2,488,229
Non-current liabilities
At amortised cost
Secured loan facility (SLF) 5,436,509 1,635,275
New syndicated facility (NSF) - 822,709
5,436,509 2,457,984
Notes to the financial statements
30. BORROWINGS - Continued
Company 2024 2023
Current liabilities € €
At amortised cost
Secured loan facility (SLF) - 2,242,250
New syndicated facility (NSF) 728,741 -
728,741 2,242,250
Non-current liabilities
At amortised cost
Secured loan facility (SLF) 5,436,509 1,635,275
New syndicated facility (NSF) - 822,709
5,436,509 2,457,984
Borrowings at amortised cost
On 20 November 2023, it was announced that a previous existing unsecured loan
facility ("USLF") was to be replaced by a new secured loan facility ("SLF")
the initial advance of which was made of the balance on the old USLF (£4.2
million) plus £1.1 million of 30 months 10% p.a. fixed coupon less £200,000
paid off by way of shares. This initial advance will have a 6-month principal
repayment holiday, followed by 24 equal monthly cash repayments of principal
and interest thereafter to the maturity date. The Company has entered into a
debenture with Riverfort Global Capital Limited (as security agent) to provide
the lenders with fixed and floating charges on all of the assets of the
company. The Debenture secures all monies owed to the Lenders under the
SLF from time to time. The Company's obligations are also guaranteed by
certain of its subsidiaries.
On 23 May 2024, the Company announced that they have secured a refinancing of
its SLF. The new funding replaces the previous funding with a non-convertible
secured term loan facility with no scheduled repayments until 21 May 2026. the
key terms of which are:
• A 24-month term ("Term"), with repayment of
the principal and interest of each advance due at the expiry of the Term
(subject to agreed prepayments as detailed below).
• 9.5% fixed coupon of principal outstanding
accruing on the commencement of each 12-month period.
• No fixed monthly payment or conversion
rights. Outstanding amounts will only be converted into shares in the Company
in the case of an event of default.
• Arrangement fee of 5% for each advance.
• Maximum facility amount reduced to £5.5m.
• Repayment of principal and interest secured
by the Debenture previously granted (as detailed above);
• Agreed prepayments, save as waived in full
or part by the Lenders, during the Term:
- 20% of net funds received by the
Company of any certain future equity fundraisings;
- 25% of any cash inflows excluding
operational turnover or equity placements; and
- 10% of net revenue (after costs of
sales) earned, paid quarterly in arrears.
• The above repayment terms supersede other
repayment obligations to the Lenders that were previously announced.
At 31 December 2024, the face value of the SLF and accrued interest was
€6,163,840 (2023: €4,715,173).
On 20 November 2023, the Company entered into a new unsecured convertible loan
facility ("New Syndicated Facility" or NSF) which has been provided by
existing lenders, including Altair Group Investment Limited. The facility is
for up to £3 million, with an initial advance received by the Company of
£950,000. Each Tranche will be repaid in instalments agreed with the Lenders
at the time of each draw down and will have a final maturity date of 24 months
from the date of advance to the Company. The Company will pay a fixed interest
coupon calculated at 8% per annum of the amount of the Tranche, paid in
instalments on each Repayment Date. In respect of the First Tranche, the
entire amount of the advance plus fixed interest is repayable on the final
maturity date. The NSF is unsecured, but the Company's obligations are
guaranteed by certain of its subsidiaries. At 31 December 2024, the face value
of the NSF and accrued interest was €787,285 (2023: €987,747).
Notes to the financial statements
30. BORROWINGS - continued
Reconciliation of liabilities arising from financing activities
The table below details changes in the Group's liabilities arising from
financing activities, including both cash and non-cash changes. Liabilities
arising from financing activities are those for which cash flows were, or
future cash flows will be, classified in the Group's consolidated statement of
cash flows as cash flows from financing activities. Except where noted, all
liabilities noted below are disclosed in Note 30.
Unsecured shareholder's loan Lease
Unsecured loan facility Other Bank Liabilities
SLF NSF Loans Overdraft (Note 31) Total
€ € € € € € € €
Balance at 1 January 2023 5,006,076 - 1,064,598 - 99,962 - 56,531 6,227,167
Financing Cash Flows
Proceeds from borrowings - - 1,373,190 918,762 - - - 2,291,952
Repayment of borrowings and lease liabilities (424,594) - (1,707,919) - (2,197) - (174,773) (2,309,483)
Loan issue costs paid (3,423) (34,386) - (6,877) - - - (44,686)
Total from financing cash flows (428,017) (34,386) (334,729) 911,885 (2,197) - (174,773) (62,217)
Non-cash changes
Capitalisation of leases - - - - - - 706,705 706,705
Conversion of debt into equity (1,010,519) (640,727) (1,296,226) (65,334) - - - (3,012,806)
Effect of changes in foreign exchange rates 71,239 22,833 13,016 3,084 33 - 1,212 111,417
Redemption fee levied - - 250,294 - - - - 250,294
Commitment fee levied - - 100,293 - - - - 100,293
Transfers (4,280,754) 4,256,684 - 24,070 - - - -
Transfer from cash and cash equivalents - - - - - 148,181 - 148,181
Amortisation of loan issue costs 305,530 43,144 68,294 7,962 - - - 424,930
Other changes 336,445 229,977 134,460 (58,958) - - 13,641 655,565
Total non-cash changes (4,578,059) 3,911,911 (729,869) (89,176) 33 148,181 721,558 (615,421)
Balance at 31 December 2023 - 3,877,525 - 822,709 97,798 148,181 603,316 5,549,529
Other changes include interest accruals and payments.
Notes to the financial statements
30. BORROWINGS - continued
Reconciliation of liabilities arising from financing activities - continued
Lease Total
Other Bank Liabilities
SLF NSF Loans Overdraft (Note 31)
€ € € € € €
Balance at 1 January 2024 3,877,525 822,709 97,798 148,181 603,316 5,549,529
Financing Cash Flows
Proceeds from borrowings - 401,057 40,630 - - 441,687
Repayment of borrowings and lease liabilities (646,636) (198,232) (134,548) - (225,690) (1,205,106)
Total from financing cash flows (646,636) 202,825 (93,918) - (225,690) (763,419)
Non-cash changes
Capitalisation of leases - - - - 6,359 6,359
Conversion of debt into equity (234,183) (620,266) - - - (854,449)
Effect of changes in foreign exchange rates 220,004 48,254 - - 19,876 288,134
Transfer from cash and cash equivalents - - - (108,918) - (108,918)
Amortisation of loan issue costs 459,209 129,160 - - - 588,369
Other changes 1,760,590 146,059 - - 16,065 1,922,714
Total non-cash changes 2,205,620 (296,793) - (108,918) 42,300 1,842,209
Balance at 31 December 2024 5,436,509 728,741 3,880 39,263 419,926 6,628,319
Other changes include interest accruals and payments.
Notes to the financial statements
31. LEASES
Lease liabilities are presented in the statement of financial position as
follows:
2024 2023
Group € €
Current 187,346 202,798
Non-current 232,580 400,518
419,926 603,316
The Group has leases for its offices in London, England and in Barcelona,
Spain. With the exception of short-term leases and leases of low-value
underlying assets, each lease is reflected on the statement of financial
position as a right-of-use asset and a lease liability. The Group classifies
its right-of-use assets in a consistent manner to its property, plant and
equipment (see Note 17).
Each lease generally imposes a restriction that, unless there is a contractual
right for the Group to sublet the asset to another party, the right-of-use
asset can only be used by the Group. Leases are either non-cancellable or may
only be cancelled by incurring a substantive termination fee. Some leases
contain an option to purchase the underlying leased asset outright at the end
of the lease, or to extend the lease for a further term. The Group is
prohibited from selling or pledging the underlying leased assets as security.
For leases over office buildings, the Group must keep those properties in a
good state of repair and return the premises in their original condition at
the end of the lease. Further, the Group must insure items of property, plant
and equipment and incur maintenance fees on such items in accordance with the
lease contracts.
The table below describes the nature of the Group's leasing activities by type
of right-of-use asset recognized in the statement of financial position:
Right-of-use asset No. of right-of-use assets leased Range of remaining term Average remaining lease term No. of leases with extension options No of leases with options to purchase No of leases with variable payments linked to an index No of leases with termination options
Leasehold Building 2 0.75-3.33 years 2.04 years 0 0 0 0
The lease liabilities are secured by the related underlying asset. Further
minimum lease payments at 31 December 2024 were as follows:
Minimum lease payments due
Within 1 year 1-2 years 2-3 years 3-4 years 4-5 years After 5 years Total
€ € € € € € €
2024
Lease payments 196,991 108,979 108,979 22,704 - - 437,653
Finance charges (9,645) (5,563) (2,417) (102) - - (17,727)
Net Present Values 187,346 103,416 106,562 22,602 - - 419,926
2023
Lease payments 218,124 184,420 105,600 105,600 22,000 - 635,744
Finance charges (15,326) (9,270) (9,2 (5,391) (5, (2,343) (5, (98) - (32,428)
Net Present Values 202,798 175,150 100,209 103,257 21,902 - 603,316
Lease payments not recognised as a
liability
The Group has elected not to recognise a lease liability for short-term leases
(leases with an expected term of 12 months or less) or for leases of low value
assets. Payments made under such leases are expensed on a straight-line basis.
The expense related to payments not included in the measurement of the lease
liability is as follows:
2024 2023
€ €
Short term leases 18,651 57,845
Leases of low-value assets 13,363 27,452
32,014 85,297
Notes to the financial statements
31. LEASES - continued
At 31 December 2024, the Group was committed to short-term leases and the
total commitment at that date was
€18,756 (2023: €18,651).
Total cash outflow for lease liabilities for the financial year ended 31
December 2024 was €225,690 (2023: €174,773).
Additional information on the right-to-use assets by class of assets is as
follows:
Carrying Amount (Note 17) Depreciation Expense Impairment
€ € €
Leasehold Buildings 406,002 217,355 -
Total Right-of-use assets 406,002 217,355 -
The right-of-use assets are included in the same line item as where the
corresponding underlying assets would be presented if they were owned.
32. TRADE AND OTHER PAYABLES 2024 2023
Group € €
VAT payable 177,789 227,242
Trade payables 617,621 1,458,810
Advances paid by customers 30,028 228,510
Other payables 9,628 30,585
Amounts payable to associates - 129,737
Deferred income - government grants (Note 33) 1,000,000 300,000
Accruals 136,428 361,636
PAYE & social welfare 88,214 117,121
2,059,708 2,853,641
Trade and other creditors are payable at various dates in accordance with the
suppliers' usual and customary credit terms. PAYE and social welfare and other
taxes including social insurance are repayable at various dates over the
coming months in accordance with the applicable statutory provisions.
The carrying amount of trade and other payables approximates its fair value.
All trade and other payables fall due within one year.
2024 2023
Company € €
Trade payables 95,162 368,192
Other creditors 1,750 3,437
Amounts payable to subsidiary undertakings - 2
PAYE & social welfare 1,274 15,017
Accruals 133,319 260,615
231,505 647,263
Trade and other creditors are payable at various dates in accordance with the
suppliers' usual and customary credit terms. PAYE & social welfare are
repayable at various dates over the coming months in accordance with the
applicable statutory provisions.
The carrying amount of trade and other payables approximates its fair value.
All trade and other payables fall due within one year.
33. DEFERRED INCOME - GOVERNMENT GRANTS 2024 2023
Group € €
Government Grant 1,000,000 300,000
The above grant was received from the French government to lead a technical
and commercial feasibility on the site of a decommissioned coal-fired power
station. The income will be offset against sales arising from this project.
There are no unfulfilled conditions or other contingencies attaching to this
grant.
Notes to the financial statements
34. DISPOSAL OF SUBSIDIARY
On 12 July 2023, the Group disposed of 95% of its interest in Grande-Combe
SAS, retaining 5% which has been transferred to other investments (See Note
22).
The net liabilities of Grande Combe SAS at the date of disposal were as
follows:
12 July 2023
€
Property, plant & equipment 50,000
Development costs 386,197
Trade and other receivables 39,841
Bank balances and cash 1,404
Trade and other payables (523,817)
(46,375)
Gain on disposal 273,402
Total Consideration 227,027
Satisfied by:
Cash and cash equivalents 226,977
Minority interest retained 50
227,027
Net cash inflow arising on disposal
Consideration received in cash and cash equivalents 226,977
Less: Cash equivalents disposed of (1,404)
225,573
There was no disposal of subsidiaries made in
2024.
35. DISCONTINUED OPERATIONS
As disclosed in Note 34 above, the Group
disposed of 95% of its interest in Grande-Combe SAS.
The combined results of the discontinued
operations included in the loss for the financial year is set out below:
Period ended 12 July 2023
€
Revenue -
Cost of sales -
Gross profit -
Administrative expenses (1,448)
Finance costs and income -
Loss from discontinued operations before tax (1,448)
Taxation -
Loss for the financial period from discontinued operations (attributable to (1,448)
owners of the Company)
Profit after tax on disposal of subsidiary (Note 34) 273,402
Profit for the year from discontinued operations 271,954
Cash flows generated by Grande-Combe SAS for the financial years under review
were as follows:
Period ended 12 July 2024
€
Operating activities (1,448)
Investing activities -
Financing activities -
Net cash flows used in discontinued operations (1,448)
Notes to the financial statements
36. RELATED PARTY TRANSACTIONS
The Group's related parties include Altair Group Investment Limited
("Altair"), who at 31 December 2024 held 18.19% (2023: 18.19%) of the shares
in the Company. Other Group related parties include the associate and joint
venture companies and key management.
Transactions with Altair
During the financial year ended 31 December 2024, Altair advanced €Nil
(2023: €1,373,191) to the Group by way of borrowings under the secured loan
facility. During the financial year ended 31 December 2024, the Group repaid
borrowings of €Nil (2023: €1,707,919) by way of cash and €Nil (2023:
€1,296,226) by way of conversion into equity. Interest payable to Altair for
the financial year ended 31 December 2024 amounted to €Nil (2023:
€455,686) and is included in interest on loans, bank facilities and
overdrafts as set out in Note 10. Included in the above figure was €Nil
(2023: €320,474) representing redemption and commitment fees. Included in
borrowings under the secured loan facility, net of amortisation costs, at 31
December 2024 is an amount of €Nil (2023: €Nil) due to Altair from the
Group (See Note 30).
During the financial year ended 31 December 2024, Altair advanced €117,125
(2023: €173,730) to the Group as part of the new syndicated facility
advanced by a number of lenders. During the financial year ended 31 December
2024, the Group repaid borrowings of €344,592 (2023: €Nil) by way of
conversion into equity. Interest payable to Altair as part of the new
syndicated facility amounted to €47,026 (2023: €343) and is included in
interest on loans, bank facilities and overdrafts as set out in Note 10.
Included in the above figure was €33,440 (2023: €NIL) representing early
recognition of interest on settlement. Included in borrowings, net of
amortisation costs, at 31 December 2024 is an amount of €Nil (2023:
€152,643) due to Altair from the Group as part of the new syndicated
facility (See Note 30).
Transactions with key management personnel
Key management of the Group are the members of EQTEC plc's board of directors.
Key management personnel remuneration includes the following:
Name Date of Directorship appointment/ Salary Fees Pension Contribution Other Benefits Consultancy Fees Short Term Incentives* Long term Incentives 2024 Total 2023
retirement €'000s €'000s €'000s €'000s €000's €'000s €000's €'000s Total
€'000s
Executive Directors
D Palumbo 132 - 7 9 134 - - 282 196
J Vander Linden Resigned 29/09/2024 198 - 10 5 - - - 213 199
Y Alemán 209 - - 2 - - - 211 139
Former Executive Directors
N Babar Resigned 17/11/2023 - - - - - - - - 141
Non-Executive Directors
I Pearson - 71 - - - - - 71 69
T Quigley - 42 - - - - - 42 41
B Cole Appointed 24/09/2024 - 11 - - - - - 11 -
Total 2024 539 124 17 16 134 - - 830
Total 2023 902 110 35 21 - (283) - 785
Note* - Remuneration for executives for 2023 included write backs of
short-term bonus accrued in 2022 which the executive directors and former
executive director made the decision to forgo in 2023. This amounted in total
to £282,967.
At 31 December 2024, directors' remuneration unpaid (including past directors)
amounted to €30,171 (2023: €66,568).
Details of each director's interests in shares and equity related instruments
that were in office at the year-end are shown in the Directors' Report.
Transactions with unconsolidated structured entities
During the year ended 31 December 2024, the Group generated sales of
€301,071 from Biogaz Gardanne SAS (2023: €807,373), an unconsolidated
structured entity as set out in Note 19. However, as the likelihood of
recovering the sales is dependant upon the sale of the entity to a third
party, a provision of €1,108,444 (2023: €Nil) has been made against these
sales. Included in trade and other receivables, net of provisions, at 31
December 2024 is €Nil receivable from Biogaz Gardanne SAS (2023:
€807,373).
Notes to the financial statements
36. RELATED PARTY TRANSACTIONS - continued
Transactions with associate undertakings and joint ventures
The following transactions were made with associate undertakings and joint
ventures for the year ended 31 December 2024:
North Fork Community Power LLC Synergy Belisce d.o.o. Synergy Karlovac d.o.o. EQTEC Italia MDC srl Eqtec Synergy Projects Limited Total
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
€ € € € € € € € € € € €
Loans to associated undertakings and joint ventures
At start of year - - 2,252,722 2,247,366 1,178,406 1,170,612 2,747,141 1,656,573 100,000 100,000 6,278,269 5,174,551
Advanced during year - - 36,830 4,600 35,945 11,100 425,500 334,750 - - 498,275 350,450
Repaid in year - - (780) - (23,540) (3,700) - (32,000) - - (24,320) (35,700)
Acquisition of loans - - - - - - - 623,234 - - - 623,234
Debtor reclassified as loan - - - - - - - 554,067 - - - 554,067
Payables reclassified - - - - - 279,000 - 279,000
Loans derecognised - - - - - - - (252,500) - - - (252,500)
Interest charged in year - - - - - - 107,523 71,562 - - 107,523 71,562
Impairment of loans receivable - - (2,288,772) - (1,190,811) - (1,192,204) - (100,000) - (4,771,787) -
Loans reclassified as investment (see below) - - - - - - - (487,545) - - - (487,545)
Exchange differences - - - 756 - 394 - - - - - 1,150
At end of year - - - 2,252,722 - 1,178,406 2,087,960 2,747,141 - 100,000 2,087,960 6,278,269
Sales of goods and services
Technology sales - 20,341 - 75,000 - 75,000 195,910 149,263 - - 195,910 319,604
Other income - - - - - - - 108,932 - - - 108,932
Year-end balances
Included in trade receivables (2,000) 20,341 2,293,502 2,292,836 2,320,428 2,320,428 25,269 68,341 - - 4,637,199 4,701,946
Less: Loss Allowance - - (2,293,502) - (2,320,428) - - - - - (4,613,930) -
(2,000) 20,341 - 2,292,836 - 2,320,428 25,269 68,341 0 0 23,269 4,701,946
Included in other receivables - - - 12,426 12,426 39,822 100 29,499 18,956 81,747 31,482
Included in other payables - - - - - - - 129,737 - - - 129,737
Unless otherwise stated, none of the transactions incorporate special terms
and conditions and no guarantees were given or received. Outstanding balances
are usually settled in cash.
Notes to the financial statements
37. EVENTS AFTER THE BALANCE SHEET DATE
Subscription of £1.5 million by strategic investor
On 10 April 2025, it was announced that CompactGTL Limited ("CGTL"), via its
wholly owned subsidiary Compact WTL Tech Limited ("CWTL") subscribed for
176,470,588 ordinary shares in the Company at a price of GBP 0.0085 per share
in the Company ("the Subscription"). The Company also agreed to issue
88,235,294 warrants to CWTL as part of the Subscription on a 1 for 2 basis
with the shares subscribed. The warrants may be exercised at a price of GBP
0.015 at any time up to the fourth anniversary of the date of the warrant
instrument.
Prior to the Subscription, the Company's wholly owned subsidiary, EQTEC
Holdings Limited ("EHL") was a joint 50% shareholder with CGTL in CWTL. On 9
April 2025 to facilitate the Subscription, EHL transferred its 50%
shareholding at its original value back to CGTL such that it is now the sole
owner of CWTL.
Amendment of the Secured Term Loan Facility
On 10 April 2025, it was announced that the Company had agreed with YA II PN
Ltd and Riverfort Global Opportunities PCC Limited (the "Secured Lenders") to
revise the existing loan terms as follows:
· The Maturity Date has been extended from 22 May 2026 to 30
December 2027.
· The removal of the mandatory prepayment obligations.
A fee of 3% of the outstanding balance on the Secured Term Loan Facility,
which as of 31 March 2025 stands at £5.10 million, will be paid to the
Secured Lenders, no later than 30 June 2025. To the discretion of the
Company, this fee could be paid in cash or new Ordinary Shares at 0.85p.
Novation of existing loan agreements and debt
On 10 April 2025, the Company announced that it has been notified that CWTL
had also finalised a commercial arrangement with the Secured Lenders which
will result in the Secured Lenders transferring the rights and obligations of
all Loan Agreements and debt in respect of the Company to CWTL by way of
novation ("Novation"). Completion of the Novation will occur on the payment of
agreed consideration by CWTL to the Secured Lenders on or before 30 June 2025.
As part of the commercial arrangement all existing warrants issued to the
Secured Lenders are to be cancelled on completion of the Novation and the
Secured Lenders have agreed to a standstill period on any payment obligations
and any conversion rights under all Loan Agreements until 30 June 2025. On 2
June 2025, it was announced that the date of the Novation has been extended to
31 July 2025.
As part of the Novation process the Company will enter into an updated
debenture and guarantee with CWTL, in the same form as the agreements entered
into with the Secured Lenders.
Investment and acquisition of interest in Containerised Syngas to Liquid
Fuels Pilot Plant
On 10 April 2025, the Company announced that it has agreed with CGTL,
following receipt of the Subscription proceeds, to invest £250,000 towards
the completion of a mobile Containerised Syngas to Liquid Fuels Pilot Plant,
which includes a syngas upgrading unit and a single-channel Fischer-Tropsch
reactor (the "Asset Purchase"). The unit is designed to be mobile and ready to
be transported to the LERMAB R&D Facility, where it will be used for
trials to produce synthetic crude from syngas generated using EQTEC's advanced
gasification technology.
To date, over £3.8 million has been invested by CGTL in the development and
fabrication of the unit. Through this investment, EQTEC will acquire a 10%
interest in the asset, strengthening its position in the development of
sustainable synthetic fuel solutions.
Option agreement to subscribe
On 1 June 2025, the Company announced that it has entered into an option
agreement ("Option Agreement") with CWTL; whereby CWTL has agreed to grant the
Company an option, exercisable at the Company's sole discretion, to require
CWTL to subscribe for new Ordinary Shares up to a maximum subscription amount
of £1,500,000 at £0.0085 per share. It was announced that an extraordinary
general meeting of the Company would take place on 25 June 2025 to allow the
approval of a waiver in respect of Rule 9.1 of the Irish Takeover Rules in
respect of any mandatory offer obligation which may be incurred by CWTL or any
person acting in concert with it by reason of an increase in their aggregate
percentage shareholding above 29.9% as a result of (i) the exercise by CWTL of
the Warrants issued on 10 April 2025 (ii) the conversion of any loan balances
which may be novated to CWTL as noted above, and (iii) the exercise of the
option held by the Company pursuant to the Option Agreement. On 25 June 2025,
the Company announced that, at the Extraordinary General Meeting, shareholders
had approved this waiver.
Voluntary strike off of subsidiary companies
Since 1 January 2025, the following subsidiary undertakings have been
voluntarily struck off the Company Register in the jurisdiction that they were
incorporated on the following dates:
Moneygorm Wind Turbine
Limited
24 February
2025
EQTEC Southport H2 MDC
Limited
25 February 2025
React Biomass
Limited
19 May 2025
EQTEC No. 1
Limited
19 May 2025
A further subsidiary undertaking, Altilow Wind Turbine Limited, applied to be
struck off on 28 May 2025 and this process will be completed 90 days after
submission.
No other adjusting or significant non-adjusting events have occurred between
the 31 December reporting date and the date of authorisation.
Notes to the financial statements
38. NON-CASH TRANSACTIONS
During the financial year, the Group entered into the following non-cash
investing and financing activities which are not reflected in the consolidated
statement of cash flows:
2024 2023
€ €
Issue of shares in settlement of borrowings and other liabilities 955,845 3,876,990
39. COMPANY PROFIT AND LOSS
As a consolidated group income statement is published, a separate income
statement for the parent company is omitted from the Group's financial
statements by virtue of section 304(2) of the Companies Act, 2014. The
Company's loss for the financial year ended 31 December 2024 was €19,706,957
(2023: €33,492,877).
40. APPROVAL OF FINANCIAL STATEMENTS
These financial statements were approved by the Board of Directors on 30 June
2025.
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