REG - Tech. New Energy - Unaudited Half-Year Results Ending 30 June 2025
01/10/2025 17:45
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RNS Number : 7132B Technologies New Energy PLC 01 October 2025
01 October 2025
Technologies New Energy plc
("TNE" or the "Company")
Unaudited Half-Year Results for the Six Months Ended 30 June 2025
Technologies New Energy plc (LSE: TNE) announces its unaudited interim results
for the six months to 30 June 2025.
- Ends -
Enquiries:
Technologies New Energy plc info@tneplc.com
Julio Perez, CEO
+351 915 126 782
Burson Buchanan +44 (0)20 7466 5000
Chris Lane, Simon Compton, Abigail Gilchrist TNE@buchanancomms.co.uk
About TNE
TNE operates at the forefront of the renewable energy sector, with a core
focus on accelerating energy transition and decarbonisation strategies for its
clients. In particular, TNE specialises in developing projects for the
production of green fuels, green chemicals, renewable energy, and energy
storage.
TNE is positioned as a global supplier of state-of-the-art solutions and
projects to enable a faster energy transition and meet decarbonisation goals.
Its business is formed of three complementary business units, which broadly
undertake the following activities:
· Consulting for third-party clients on the design and regulatory
pathway for renewable energy projects;
· Contracting for third-party clients on the construction,
installation and maintenance of renewable energy projects; and
· Portfolio Management of a proprietary portfolio of Projects based
on a TNE-specific hybrid biorefinery technology concept from inception to
ready to build ("RTB") stage.
TNE plans to expand its operations to match growing demand for energy
transition projects and services. Also, TNE is actively developing its own
project portfolio of four biorefineries in Portugal to further support the
global shift toward sustainable energy.
Forward-looking statements
Certain statements in this announcement constitute ''forward-looking
statements''. Forward-looking statements include statements concerning the
plans, objectives, goals, strategies and future operations and performance of
the Company and the assumptions underlying these forward-looking statements.
The Company uses the words ''anticipates'', ''estimates'', ''expects'',
''believes'', ''intends'', ''plans'', ''may'', ''will'', ''should'', and any
similar expressions to identify forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors that could cause the Company's actual results,
performances or achievements to be materially different from any future
results, performances or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are based on
numerous assumptions regarding present and future business strategies and the
environment in which the Company will operate in the future. These
forward-looking statements speak only as at the date of this announcement. The
Company is not obliged, and does not intend, to update or to revise any
forward-looking statements, whether as a result of new information, future
events or otherwise except to the extent required by any applicable law or
regulation. All subsequent written or oral forward-looking statements
attributable to the Company, or persons acting on behalf of the Company, are
expressly qualified in their entirety by the cautionary statements contained
throughout this announcement. As a result of these risks, uncertainties and
assumptions, a prospective investor should not place undue reliance on these
forward-looking statements.
CHAIRMAN'S STATEMENT
I am pleased to announce the Groups's interim results for the period ended 30
June 2025.
TNE was established with the strategy of identifying and acquiring a
controlling interest in a business within the renewable energy sector. In line
with this strategy, in February 2025 the Company entered into an acquisition
agreement to acquire the entire issued share capital of Technologies New
Energy S.A., a Portuguese company operating in the renewable energy sector.
The acquisition was successfully completed on 30 April 2025 for a total
consideration of £28 million, satisfied by the issue and allotment of new
ordinary shares of £0.10 each at a reference price of £0.20 per share.
A description of the Group and its business activities can be found on our
website at www.tneplc.com (http://www.tneplc.com) .
Financial review
The Group incurred a loss of €349,600 in the period (€96,233 for period
ended 30 June 2024). The majority of expenditure during the period related to
the reverse takeover transaction and the costs of maintaining the Group's
listing on the London Stock Exchange. This included professional and
regulatory fees connected with the Company's admission to the standard segment
of the Official List of the FCA, which transitioned to the Equity Shares
(Transition) category on 29 July 2024, and to trading on the Main Market.
Alongside these one-off and regulatory costs, the Group also invested in
advancing its proprietary biorefinery project portfolio, laying the
foundations for future revenue growth.
The Group had a cash position of €726,037 as at 30 June 2025 (€27,638 at
30 June 2024). The Group had a basic loss per share of €0.60.
Expenditure
During the period, the Company concentrated on managing its expenditure and on
its primary objective of completing the reverse takeover of Technologies New
Energy S.A. Since the completion of the RTO, the Group has carefully
controlled costs while also investing resources into the development of its
portfolio of biorefinery projects. In parallel, management has advanced
commercial discussions and generated leads with prospective clients with the
aim of securing offtake agreements and strategic partnerships. These
activities are designed to support future revenue growth while maintaining
disciplined financial management.
Outlook
The reverse takeover of Technologies New Energy S.A. by the Company marks the
completion of its mission as an investment company and the start of its future
as an operating company.
On behalf of the board of directors of the Company (the "Board" or
"Directors"), I would like to take this opportunity to thank our staff and
advisers for their hard work as well as our shareholders for their continued
support.
We look forward to updating shareholders on our progress in due course.
José Meneses
Executive Chairman
DIRECTORS REPORT AND STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF
THE CONDENSED INTERIM REPORT AND CONDENSED FINANCIAL STATEMENTS
The results of the Group have been addressed above in the Chairman's
statement. The total comprehensive loss for the six-month period was
€349,600 in the period (€96,233 for period ended 30 June 2024).
Directors
The following directors held office during the period:
Jose Meneses, Executive Chairman
Julio Perez, Executive Director - (Resigned as Non-Executive Director on 30
April 2025 and Reappointed as Executive Director on 27 June 2025)
Ricardo Eiras, Executive Director
Salvador Amico, Independent Non-Executive Director
Kate Osborne, Independent Non-Executive Director
James Lawson-Brown, Chair, Non-Executive Director - (Resigned on 30 April
2025)
Responsibility Statement
The Directors confirm that to the best of their knowledge:
a) the condensed set of financial statements has been prepared in
accordance with International Accounting Standard 34 'Interim Financial
Reporting';
b) the interim management report includes a fair review of the information
required by DTR 4.2.7R - namely an indication of important events that have
occurred during the first six months and their impact on the condensed interim
financial information, and a description of principal risks and uncertainties
for the remaining six months of the financial year; and
c) the interim management report includes a fair review of the information
required by DTR 4.2.8R - disclosure of material related parties' transactions
in the first six months and any material changes therein).
Cautionary Statement
This Interim Management Report (IMR) has been prepared solely to provide
additional information to shareholders to assess the Group's strategies and
the potential for those strategies to succeed. The IMR should not be relied on
by any other party or for any other purpose.
Going Concern
The Directors' assessment of going concern is detailed in Note 3.
Principal Risks and Uncertainties
The principal risks and uncertainties affecting the business activities of the
Group remain those detailed in the annual report and financial statements for
the twelve month period ended 31 December 2024, a copy of which is available
on the Company website at
https://www.tneplc.com/wp-content/uploads/2025/08/TNE-plc-Annual-Report-2024.pdf
(https://www.tneplc.com/wp-content/uploads/2025/08/TNE-plc-Annual-Report-2024.pdf)
. The Board considers that these remain a current reflection of the risks and
uncertainties facing the business for the remaining six months of the
financial year.
By order of the Board
Julio Perez
Chief Executive Officer
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Period ended Period ended
30 June 30 June
2025 2024
(unaudited) (unaudited)
Note € €
Revenue 5 68,117 93,908
Cost of sales (17,029) (24,080)
Gross profit 51,087 69,828
Administrative expenses (400,958) (166,215)
Operating loss (349,870) (96,387)
Finance income 270 154
Loss before taxation (349,600) (96,233)
Taxation - -
Loss for the period (349,600) (96,233)
Other comprehensive income:
Total other comprehensive income - -
Total comprehensive expense (349,600) (96,233)
Loss per share for profit attributable to the owners of the parent
Basic and diluted 6 (0.60) (0.06)
All activities relate to continuing operations.
INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at As at
30 June 30 June
2025 2024
(audited) (unaudited)
Note € €
Assets
Current assets
Inventories 3,440 9,326
Trade and other receivables 146,875 84,508
Cash and cash equivalents 726,037 27,638
Total current assets 876,352 121,472
Non-current assets
Other long-term receivables 1,092 1,092
Total non-current assets 1,092 1,092
Total assets 877,444 122,563
Liabilities
Non-current liabilities
Deferred supplier payments 650,966 -
Borrowings 327,013 -
Current liabilities
Trade and other payables 79,940 132,141
Total current liabilities 1,057,919 132,141
Net assets/ (liabilities) (180,475) (9,577)
Equity
Share capital 7 18,563,520 50,000
Share premium 17,570,125 -
Reverse acquisition reserve (35,706,823) -
Capital contribution reserve 666,817 666,817
Warrant reserve 832,104 -
Retained deficit (2,106,218) (726,394)
Total equity (180,475) (9,577)
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
€'000 Share Capital Share Premium Reverse Acquisition Reserve Capital Contribution Reserve Warrant Reserve Retained Earnings / (Deficit) Total Equity
Balance at 1 Jan 2024 (comparative opening - TNE S.A.) 50,000 - - 666,817 - (630,161) 86,656
Loss for the 6 months (Jan-Jun 2024) - - - - - (96,233) (96,233)
Balance at 30 Jun 2024 50,000 - - 666,817 - -726,394 (9,577)
Balance at 1 Jan 2025 993,395 - - 666,817 - (1,756,618) (96,406)
Loss for the 6 months (Jan-Jun 2025) - - - - - (349,600) (349,600)
Issue of plc shares on RTO (30 Apr 2025) 17,570,125 17,570,125 (35,706,823) - - - (566,573)
Warrants issued / adjusted - - - - 832,104 - 832,104
Balance at 30 Jun 2025 18,563,520 17,570,125 (35,706,823) 666,817 832,104 (2,106,218) (180,475)
Notes to the Interim Consolidated Statement of Changes in Equity
Following the reverse takeover of Technologies New Energy plc ("TNE plc") by
Technologies New Energy S.A. ("TNE S.A.") on 30 April 2025, TNE S.A. has been
treated as the accounting acquirer under IFRS 3.
· Comparatives: The figures for the six months ended 30 June 2024
reflect the equity of TNE S.A. only and therefore exclude TNE plc's share
capital and share premium.
· Current period: Equity is presented using the legal capital
structure of TNE plc, with TNE S.A.'s reserves carried forward.
· Reverse acquisition reserve: Represents the difference between
the equity issued by TNE plc and the net assets of TNE S.A. at the acquisition
date.
· Capital contribution reserve: Arises from historical
contributions made directly into TNE S.A. prior to the RTO.
· Retained deficit: Includes accumulated losses of TNE S.A. and the
Group's results for the current interim period, but excludes TNE plc's results
for the period before 30 April 2025.
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
Period ended Period ended
30-Jun 30-Jun
2025 2024
(unaudited) (unaudited)
€ €
Cash flows from operating activities
Loss for the period (349,917) (96,233)
Finance income (270) (154)
Operating cash flow (350,187) (96,387)
Increase in inventory - (3,370)
(Increase) /decrease in trade and other receivables 248,610 84,280
(Decrease) /increase in trade and other payables (355,803) 5,184
Cash generated from operations (457,380) (10,293)
Other payments/receipts (34,589) -
Cash Flow from operating activities (491,969) -
Financing 358,000 -
Proceeds from issue of ordinary shares 472,286 -
Cash generated from financing activities 830,286
Tax paid - -
Interest income 125 154
Net cash flows from operating activities 338,442 (10,139)
Increase/ (decrease) in cash and cash equivalents 338,442 (10,139)
Cash and cash equivalents at beginning of the period 387,595 37,777
Cash and cash equivalents at end of period 726,037 27,638
Notes to the interim condensed consolidated financial information
1 General information
Technologies New Energy plc ("TNE" or the "Company") is a public limited
company incorporated and domiciled in England and Wales. The Company's
registered office is 9th Floor, 107 Cheapside, London EC2V 6DN and its
registered number is 13672588.
The principal activity of the Company prior to 30 April 2025 was to identify
and complete an acquisition within the renewable energy sector. On 30 April
2025, the Company completed the acquisition of the entire issued share capital
of Technologies New Energy S.A. ("TNE S.A."), a company incorporated in
Portugal and operating in the renewable energy sector. The consideration of
£28 million was satisfied by the issue of new ordinary shares of £0.10 each
at a reference price of £0.20 per share.
As a result of this acquisition, TNE has become a trading group (the "Group").
The Group's activities now include consultancy services for third-party
clients on the design and regulatory pathway for renewable energy projects,
operating and maintenance contracting services for the construction and
installation of renewable energy projects, and the preparation of a
proprietary portfolio of renewable energy projects based on a hybrid
biorefinery technology concept from inception to ready-to-build stage.
The unaudited interim condensed consolidated financial information comprises
the results of the Group for the six months ended 30 June 2025 and the
comparative six months ended 30 June 2024 (the "Interim Financial
Information").
2 Basis of preparation
The Interim Financial Information has been prepared in accordance with IAS 34
Interim Financial Reporting. It does not include all of the information and
disclosures required for annual financial statements and should be read in
conjunction with the Group's most recent annual financial statements. These
condensed financial statements for the six months ended 30 June 2025 are
unaudited and do not constitute statutory accounts.
The Interim Financial Information has been prepared on a going concern basis
under the historical cost convention. The financial statements are presented
in euros ("€") and all amounts are rounded to the nearest euro, unless
otherwise stated.
3 Accounting policies
The accounting policies applied are consistent with those set out in the
Group's most recent annual financial statements, except as described below. In
the opinion of the Directors, the interim unaudited financial information
includes all adjustments considered necessary for fair presentation.
Currency
Following the reverse takeover, the consolidated financial statements are
presented in euros ("€"), which is the functional and presentational
currency of the accounting acquirer, TNE S.A. The legal parent, TNE plc,
continues to have pounds sterling as its functional currency. The comparative
financial information for the six months ended 30 June 2024 relates solely to
TNE S.A. and is therefore presented in euros.
Going concern
The Company financial statements have been prepared on a going concern basis,
as the Directors have assessed the Company's ability to continue in
operational existence for the foreseeable future. The Group's operations are
currently being financed through the issuance of new equity, and the Group
remains reliant on the continuing support of existing shareholders and the
expected participation of future investors.
The financial statements do not include any adjustments that would result if
the Company were unable to continue as a going concern.
Taking into account the recent capital contributions, current trading
conditions, and the measures in place to secure additional funding as
required, the Directors are satisfied that the Group has adequate resources to
continue in operational existence for the foreseeable future and for at least
12 months from the date of signing these Interim Financial Statements.
The Directors are not aware of any material uncertainties that may cast
significant doubt on the Group's ability to continue as a going concern.
Accordingly, the Interim Financial Information continues to be prepared on a
going concern basis.
Basis of consolidation
The Financial Statements include the Company and its subsidiaries (together,
the "Group") as at each reporting date. Subsidiaries are entities controlled
by the Group. Control exists when the Group is exposed, or has rights, to
variable returns from its involvement with an entity and has the ability to
affect those returns through its power over the entity.
The results of subsidiaries acquired or disposed of during the period are
included in the Financial Statements from the effective date of acquisition or
up to the effective date of disposal, as appropriate. Where necessary,
adjustments are made to align the accounting policies of subsidiaries with
those of the Group.
All intra-Group transactions, balances, income and expenses are eliminated on
consolidation.
Following the reverse takeover completed on 30 April 2025, the consolidated
financial statements have been prepared as a continuation of the financial
information of Technologies New Energy S.A., which is deemed to be the
accounting acquirer under IFRS 3 Business Combinations. Although Technologies
New Energy plc is the legal parent, the consolidated financial statements
present the results of Technologies New Energy S.A. as if it had always been
the reporting entity, with the equity structure of Technologies New Energy plc
reflected in the consolidated reserves.
4 Segmental disclosures
In the opinion of the Directors, the Group is organised as a single operating
segment, focused on the provision of services to companies developing their
energy transition strategies. This is consistent with the internal reporting
provided to the chief operating decision maker. Accordingly, no separate
segmental disclosures are presented.
5 Revenue
Revenue from consultancy and services is recognised over time according to the
stage of completion, while revenue from other sales is recognised at a point
in time when control of the goods or services transfers to the customer.
6 Earnings per share
The basic and diluted loss per share is calculated by dividing the loss
attributable to equity holders of the parent company by the weighted average
number of ordinary shares in issue during the period.
Because the Group has reported a loss for both periods presented, the effect
of outstanding warrants and options is anti-dilutive; therefore, basic and
diluted earnings per share are the same.
In accordance with IFRS 3 Business Combinations and IAS 33 Earnings per Share,
these interim results reflect the application of reverse acquisition
accounting. Technologies New Energy S.A. is identified as the accounting
acquirer and continuing reporting entity, while Technologies New Energy plc is
the legal parent. Consequently:
· The weighted average number of ordinary shares is based on the
capital structure of TNE plc.
· The comparative EPS for the six months ended 30 June 2024 has
been calculated as if the 158,839,050 ordinary shares in issue immediately
after completion of the reverse takeover had been in issue throughout that
comparative period.
All EPS figures are presented in euros, consistent with the Group's
presentation currency.
Basic and diluted Period ended Period ended
30 June 30 June
2025 2024
(unaudited) (unaudited)
€ €
Profit attributable to owners of TNE (€) (349,600) (96,233)
Weighted average number of shares 58,613,017 158,839,050
Basic and diluted earnings per share (€) (0.60) (0.06)
Comparative calculation
These interim results reflect the application of IFRS 3 Business Combinations
to the reverse takeover of Technologies New Energy plc by Technologies New
Energy S.A. completed on 30 April 2025. Under reverse acquisition accounting,
Technologies New Energy S.A. is identified as the accounting acquirer and
therefore becomes the continuing reporting entity. However, in accordance with
IAS 33 Earnings per Share, earnings per share must be presented using the
capital structure of the legal parent, Technologies New Energy plc.
Accordingly, the comparative loss per share for the six months ended 30 June
2024 has been calculated as if the 158,839,050 ordinary shares in issue
immediately after the transaction had been in issue for the entire comparative
period. This presentation ensures comparability of the earnings per share
figures.
7 Share capital
The Company has only one class of share, being ordinary shares of £0.10 each.
All ordinary shares carry equal voting rights and rank pari-passu in respect
of the distribution of dividends and repayment of capital.
At 30 June 2025, the Company had 158,839,050 ordinary shares of £0.10 each in
issue, all of which were fully paid. There were no other classes of shares or
securities in issue or outstanding at that date.
Movements in issued share capital during the period were as follows:
Date Number of shares Nominal value per share Issue price Total nominal value (€) Share premium (€) Description
1 Jan 2025 8,500,000 £0.10 £0.10 € 993,395 - Ordinary shares in issue at start of period
30 Apr 2025 150,339,050 £0.10 £0.20 € 17,570,125 € 17,570,125 Shares issued on completion of reverse takeover of Technologies New Energy
S.A.
30 Jun 2025 158,839,050 £0.10 - € 18,563,520 € 17,570,125 Ordinary shares in issue at period end
For reporting purposes, share capital and share premium are translated into
euros at the balance sheet date exchange rate.
Reverse acquisition reserve
As a result of the reverse takeover completed on 30 April 2025, Technologies
New Energy S.A. has been identified as the accounting acquirer, while
Technologies New Energy plc is the legal parent. The consolidated equity
structure presented reflects the legal parent's share capital and share
premium. The difference between the plc's issued share capital and share
premium and the historical net assets of Technologies New Energy S.A. has been
recognised within a reverse acquisition reserve in equity.
8 Events after the reporting period
On 3 July 2025, the Company raised gross proceeds of £84,900 through a
subscription for 424,500 new ordinary shares at £0.20 per share.
On 28 August 2025, the Company completed the acquisition of Diverfuel S.A.,
the developer of the Diverfuel Platform, which became a wholly owned
subsidiary of the Company. On the same date, the Company shortened its
accounting reference date from 30 April to 31 December to align with Diverfuel
S.A.
The Directors have evaluated events subsequent to the reporting period and
determined that there were no further material events requiring disclosure or
adjustment to this Interim Financial Information.
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