⌘K
Energy B Plc announced its unaudited results for the six months ended 31 January 2026, reporting a £229k loss for the period and a cash balance of £6k. During this period, the company raised gross proceeds of £401k via a subscription completed on 6 October 2025 and settled £157k of trade and other payables through the issue of shares. Subsequent to the period, energy B drew down a total of £30,000 from a £50,000 interest-free director loan facility with Non-Executive Chairman Neil Ritson on 20 February 2026 and 29 April 2026.
| Date | 30 Apr 2026 |
| Time | 07:00:09 |
| Category | Miscellaneous |
| ID | 4828C |
Certain information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon publication of this Announcement, this information is considered to be in the public domain.
30 April 2026
energy B Plc ("energy B" or "the Company")
Interim Results for six months ended 31 January 2026
energy B Plc (AQSE:NRGB), a developer of a proprietary wind-based green hydrogen production system featuring an advanced aerodynamic wind turbine, announces its unaudited results for the six-month period ended 31 January 2026.
Summary
· Period end cash balance of £6k (period ended 31 July 2025: £24k);
· Gross proceeds of £401k were raised during the period through a subscription completed on 6 October 2025
· Trade and other payables decreased to £245k (31 January 2025: £519k). Trade and other payables totaling £157k were settled through the issue of shares.
Post period events
Subsequent to the reporting period, the Company entered into a £50k interest-free director loan facility with Neil Ritson, Non-Executive Chairman. As announced on 20 February 2026, an initial drawdown of £10,000 was made by the Company. A further £20,000 was drawn down from the director loan facility on 29 April 2026, with the remaining £20,000 available to be drawn down. Repayment is due by 30 June 2026, after which it is at the lender's discretion, subject to the Company maintaining its minimum working capital requirements.
The Company continues to carefully manage its working capital position whilst it considers its future strategy.
Operational Highlights
Corporate activity has focused on the pivot to a bitcoin treasury strategy and subsequent pursuit of a potential target for a transformational transaction that could add shareholder value.
The Interim Management Report and financial results are set out further below.
Contacts
Energy B Plc
Neil Ritson, Non-Executive Chairman +44 (0) 20 3475 6834
Cairn Financial Advisers LLP (AQSE Corporate Adviser)
Ludovico Lazzaretti +44 (0) 20 7213 0880
Liam Murray
About energy B
energy B are developing a proprietary wind-based hydrogen production system, incorporating hydrogen compression and storage. The Company is at the forefront of green hydrogen production with its integrated system that marries an advanced ducted wind turbine with a state-of-the-art Hydrogen Electrolyser technology, currently owned and being developed by a related party. This innovative pairing is designed to optimise renewable Energy for the efficient production of hydrogen.
Visit our website: www.hydrogenfutureindustries.com
Caution Regarding Forward Looking Statements
Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.
Important Notices
The Company intends to hold treasury reserves and surplus cash in bitcoin. Bitcoin is a type of cryptocurrency or crypto asset. Whilst the Board of Directors of the Company considers holding bitcoin to be in the best interests of the Company, the Board remains aware that the financial regulator in the UK (the "Financial Conduct Authority" or "FCA") considers investment in bitcoin to be high risk. At the outset, it is important to note that an investment in the Company is not an investment in bitcoin, either directly or by proxy. However, the Board of Directors of the Company consider bitcoin to be an appropriate store of value and growth for the Company's reserves and, accordingly, the Company is materially exposed to bitcoin. Such an approach is innovative, and the Board of Directors of the Company wish to be clear and transparent with prospective and actual investors in the Company on the Company's position in this regard.
The Company is neither authorised nor regulated by the FCA and cryptocurrencies (such as bitcoin) are unregulated in the UK. As with most other investments, the value of bitcoin can go down as well as up, and therefore the value of bitcoin holdings can fluctuate. The Company may not be able to realise any future bitcoin exposure for the same as it paid in the first place or even for the value the Company ascribes to bitcoin positions due to these market movements. As bitcoin is unregulated, the Company is not protected by the UK's Financial Ombudsman Service or the Financial Services Compensation Scheme.
Nevertheless, the Board of Directors of the Company has taken the decision to invest in bitcoin, and in doing so is mindful of the special risks bitcoin presents to the Company's financial position. These risks include (but are not limited to): (i) the value of bitcoin can be highly volatile, with value dropping as quickly as it can rise. Investors in bitcoin must be prepared to lose all money invested in bitcoin; (ii) the bitcoin market is largely unregulated. There is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to sell bitcoin at will. The ability to sell bitcoin depends on various factors, including the supply and demand in the market at the relevant time. Operational failings such as technology outages, cyber-attacks and comingling of funds could cause unwanted delay; and (iv) crypto assets are characterised in some quarters by high degrees of fraud, money laundering and financial crime. In addition, there is a perception in some quarters that cyber-attacks are prominent which can lead to theft of holdings or ransom demands. The Board of Directors of the Company does not subscribe to such a negative view, especially in relation to bitcoin. However, prospective investors in the Company are encouraged to do their own research before investing.
Introduction
The Company announces its unaudited financial results for the 6-months ended 31 January 2026.
During the period, the Company made only limited progress in the development of its green hydrogen production system, with financial constraints limiting the Company's ability to undertake the full planned testing of the newly upgraded wind turbine prototype located in Montana, USA. Some design upgrades have been progressing, as well as discussions with third parties to further collaborate to support future development opportunities of the green hydrogen system.
Corporate activity has focused on the pivot to a bitcoin treasury strategy and subsequent pursuit of a potential target for a transformational or similar transaction that would add shareholder value.
Development activities
Wind turbine development
The Company's hydrogen production system includes a wind turbine that has been specifically designed to significantly increase the efficiency of power production. A key element of the Company's patented design allows the turbines to be more efficient than current open rotor turbines due to modified aerodynamics. The design incorporates a cowling, that directs air flow across the rotor blades, increasing effective wind speed by a multiple factor. The cowling then channels airflow away from the rear of the turbine, reducing the formation of still air whilst maintaining consistent airflow through the turbines.
The Company's prototypes have been tested in an area carefully selected for its consistent wind speeds and regulatory support for wind turbine development and wind farm placement. To date, the data collected has been consistent with those collected through extensive computational fluid dynamics and wind tunnel testing which suggests more than a 270% increase in energy production compared to open rotor wind turbines of comparable size.
The test site in Montana is adjacent to a tailing's facility operated by Barrick Gold, a major global mining company. The Company has agreed to collaborate with Barrick Gold on a feasibility study, the first stage of which included the data collection from the prototype wind turbine testing detailed above and the sharing of mine site processing samples. The purpose of the feasibility study is to demonstrate the use of energy B's system to utilise wastewater from the tailings operation as a feedstock to generate both clean energy and clean water for on-site mining operations. That feasibility study remains to be completed at the date of this announcement.
Electrolyser development
The Company announced in 2023 that concept testing of an electrolyser for the hydrogen production system was underway in California, partially supported by the Company. The objective is to build an Anion Exchange Membrane Water Electrolyser (AEMWE) without platinum group metal catalysts, using cheaper and more readily available materials.
Work on this concept has continued during the period with encouraging results and work is underway to patent the innovative elements of the electrolyser design.
University Collaboration
Collaboration has continued under a Memorandum of Understanding with the University of Bristol ("Bristol") to advance technologies, secure funding for joint research and development and accelerate commercial opportunities. Bristol is a leading research university with several active research and development projects related to hydrogen. Bristol has identified energy B's technology as having synergies with its Hydrogen Depleted Uranium Storage project.
Bristol has also identified several pilot or demonstrator sites suitable for locating energy B's green hydrogen production system including potential use of university sites outside the city of Bristol. Discussions continue with the potential to co-locate the Company's electrolyser development efforts with Bristol University's hydrogen storage projects.
Corporate activities
Financial Review
During the period, the Group's administrative expenses primarily related to costs incurred in relation to the development of its previously announced strategy to pivot towards a Bitcoin Treasury Company and the subsequent reassessment of that strategy in favour of a potential revised strategic focus. As a result of this, the Group reported a loss for the six-month period of £229k (six months to 31 January 2025: £198k).
A summary of the financial highlights are as follows:
· Gross proceeds of £401k were raised during the period through a subscription which completed on 6 October 2025, contributing to the Group's working capital position.
· Intangible assets, which primarily comprise patents related to the Group's wind energy sector, totaled £626k at 31 January 2026 (31 January 2025: £627k).
· Trade and other receivables increased to £68k (31 January 2025: £20k).
· Cash at bank and held in hand was £6k at 31 January 2026 (31 January 2025: £23k).
· Trade and other payables decreased to £245k (31 January 2025: £519k). Included within this reduction is £157k of liabilities which were settled during the period through the issue of shares.
· Borrowings at 31 January 2026 were £174k (31 January 2025: £203k), of which £142k relates to amounts due to Directors.
Overall, the Group's net assets at 31 January 2026 was £283k (31 January 2025: net liabilities of £49k) reflecting the combined impact of the equity raise and the reduction in liabilities during the period.
Pivot to a Bitcoin Treasury Company, Board Changes and Issue of Equity
On 26 September 2025, the Board announced a proposed pivot of the Company to a bitcoin treasury strategy which would sit alongside the existing operated technology business. Consistent with that new strategy the Board appointed three new executive directors; Alex Appleton, Sarah Gow and Pierre Villeneuve, to bring relevant expertise to the Board. I simultaneously stepped back to my previous role as Non-Executive Chairman.
On 6 October 2025 the Company conditionally raised gross proceeds of £401,000 through the conditional issue of 40,100,000 new ordinary shares at a price of 1 pence per share.
In addition, the Company conditionally agreed to issue approximately 17.2 million new Ordinary Shares at 1 pence per share to settle creditor liabilities of approximately £172,000. Following this agreement, the Company subsequently issued 15,723,790 new Ordinary shares at 1 pence per share to settle creditor liabilities of £157,238, with one creditor wishing to be paid in cash. The issue of these new shares was approved by shareholders at the Annual General Meeting held on 6 October 2025. Shares issued to settle Director's fees were subject to a lock-in agreement.
Dan Maling retired as a director at the time of the Annual General Meeting.
A General Meeting subsequently held on 13 October 2025 approved the Company's new corporate strategy. In connection with this, the Company changed its name to energy B plc to reflect the revised strategic focus and undertook a 50 to 1 share consolation to provide a capital structure intended to be more attractive to crypto currency focused investors.
A subsequent downturn in the bitcoin price led the newly appointed directors to conclude they would be unable to complete their proposed funding and cryptocurrency treasury policy, and they resigned from the Board without notice on 3 December 2025.
Licensing Agreement for the United States of America
In December 2025, the Board agreed to extend the licence previously granted to HFI Energy Systems US Inc ("HFI Energy") pending resolution of the future funding of HFI Energy. No new sunset date for the license to come into effect was set pending resolution of future funding arrangements within HFI Energy. The Board believes that it is in the best interests of the Company at present to hold open the potential to licence the IP in the USA through HFI Energy.
Corporate activity
Following the pivot to bitcoin the Board embarked on a business review and sought potential targets for a transformation acquisition or potential reverse take-over. Several potential targets in areas such as hydrocarbons, metals, lithium, and other resources were considered, as well as opportunities outside the resource sector. Discussions are ongoing at the time of this release.
Post balance sheet events
Licensing Agreement for Ireland
In March 2026 an agreement was reached with Hydrogen Future Industries (Ireland) Limited ("HFI Ireland") to vary the terms of the existing licence for the wind turbine technology in Ireland. The new agreement, awaiting signature, expands the licence to the whole of the island of Ireland, including Northern Ireland, resets the payment structure and transfers the residual energy B plc ownership of HFI Ireland to its founders in Ireland. Full details will be announced when the parties have signed the new licence agreement.
Conclusion
The last 24 months have been a difficult time for listed small cap technology companies and especially so in the hydrogen sector of the green energy space. The Board has concluded that it needs to seek a transformational transaction that will expose shareholders to a larger potential opportunity whilst continuing to seek ways to separately advance the underlying clean hydrogen system IP.
The Board remain positive that the Company's patented technology and energy systems concept has major long-term commercial potential, and we remain committed to ensuring the technology is fully tested and, if appropriate, readied for commercial manufacturing. The funding model however needs to be changed with the introduction of greater emphasis on venture capital and governmental grants.
Neil Ritson
Non-Executive Chairman
29 April 2026
Unaudited Condensed Consolidated Statement of Total Comprehensive Income
for the interim period ended 31 January 2026
|
|
Note |
Six months to 31 Jan 2026 |
Six months to 31 Jan 2025 |
|
|
|
(Unaudited) |
(Unaudited) |
|
|
|
£'000 |
£'000 |
|
|
|
|
|
|
Continuing operations |
|
|
|
|
Administrative expenses |
|
(229) |
(198) |
|
Loss before taxation |
|
(229) |
(198) |
|
|
|
|
|
|
|
|
|
|
|
Taxation |
|
- |
- |
|
Loss for the period attributable to the owners of the parent |
|
(229) |
(198) |
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
Item that may be subsequently reclassified to profit or loss: |
|
|
|
|
Currency translation differences |
|
- |
(33) |
|
Total comprehensive loss, net of tax |
|
- |
(33) |
|
|
|
|
|
|
Total comprehensive loss for the period attributable to owners of the parent |
|
(229) |
(231) |
|
|
|
|
|
|
|
|
|
|
|
Loss per share from continuing operations attributable to owners of the parent: Basic and diluted (pence) |
7 |
(11.39) |
(16.0) |
|
|
|
|
|
The above condensed consolidated statement of total comprehensive income relates to continuing operations for the Group.
Unaudited Condensed Consolidated Statement of Financial Position
as at 31 January 2026
|
|
Note |
31 Jan 2026 |
31 Jul 2025 |
|
|
|
(Unaudited) |
(Audited) |
|
ASSETS |
|
£'000 |
£'000 |
|
Non-current assets |
|
|
|
|
Intangible assets |
5 |
626 |
627 |
|
Property, plant and equipment |
|
2 |
2 |
|
Total non-current assets |
|
628 |
629 |
|
|
|
|
|
|
Current assets |
|
|
|
|
Trade and other receivables |
|
68 |
20 |
|
Cash and cash equivalents |
|
6 |
24 |
|
Total current assets |
|
74 |
44 |
|
|
|
|
|
|
Total assets |
|
702 |
673 |
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
|
245 |
519 |
|
Borrowings |
|
174 |
203 |
|
Total current liabilities |
|
419 |
722 |
|
|
|
|
|
|
Total liabilities |
|
419 |
722 |
|
|
|
|
|
|
Net assets/(liabilities) |
|
283 |
(49) |
|
|
|
|
|
|
EQUITY |
|
|
|
|
Share capital |
6 |
24 |
647 |
|
Share premium |
6 |
4,069 |
4,092 |
|
Deferred share capital |
6 |
1,181 |
- |
|
Share-based payment reserve |
|
118 |
92 |
|
Foreign exchange reserve |
|
- |
- |
|
Retained losses |
|
(5,100) |
(4,871) |
|
Total equity attributable to owners of the parent |
|
292 |
(40) |
|
|
|
|
|
|
Non-controlling interests |
|
(9) |
(9) |
|
|
|
|
|
|
Total equity |
|
283 |
(49) |
|
|
|
|
|
Unaudited Condensed Consolidated Statement of Changes in Equity
for the interim period ended 31 January 2026
|
|
|
Share capital |
Share premium |
Deferred share capital £'000 |
Share-based payment reserve |
Foreign exchange reserve |
Retained losses |
Total equity attributable to owners of the parent |
Non-controlling interest £'000 |
Total equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 August 2025 |
|
647 |
4,092 |
- |
92 |
- |
(4,871) |
(40) |
(9) |
(49) |
|
Loss for the period |
|
- |
- |
- |
- |
- |
(229) |
(229) |
- |
(229) |
|
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
Foreign currency exchange difference |
|
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
Total comprehensive loss for the period |
|
- |
- |
- |
- |
- |
(229) |
(229) |
- |
(229) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
|
|
|
|
|
Issue of ordinary shares - cash |
6 |
401 |
- |
- |
- |
- |
- |
401 |
- |
401 |
|
Issue of ordinary shares - settlement of creditors |
6 |
157 |
- |
- |
- |
- |
- |
157 |
- |
157 |
|
Sub-division of shares |
6 |
(1,181) |
|
1,181 |
- |
- |
- |
- |
- |
- |
|
Cost of share issue |
|
- |
(24) |
- |
- |
- |
- |
(24) |
- |
(24) |
|
Share-based payment |
|
- |
- |
- |
26 |
- |
- |
26 |
- |
26 |
|
Total transactions with owners |
|
(623) |
(24) |
1,181 |
26 |
- |
- |
560 |
- |
560 |
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 January 2026 |
|
24 |
4,069 |
1,181 |
118 |
- |
(5,100) |
292 |
(9) |
283 |
Unaudited Condensed Consolidated Statement of Changes in Equity
for the interim period ended 31 January 2025
|
|
Share capital |
Share premium |
Share-based payment reserve |
Merger reserve |
Foreign exchange reserve |
Retained losses |
Non-controlling interest £'000 |
Total equity |
|
|
|
|
|
|
|
|
|
|
|
As at 1 August 2024 |
618 |
4,075 |
91 |
- |
21 |
(4,226) |
(9) |
570 |
|
Loss for the period |
- |
- |
- |
- |
- |
(198) |
- |
(198) |
|
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
Foreign currency exchange difference |
- |
- |
- |
- |
(33) |
- |
- |
(33) |
|
Total comprehensive loss for the period |
- |
- |
- |
- |
(33) |
(198) |
- |
(231) |
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners |
|
|
|
|
|
|
|
|
|
Issue of share capital |
29 |
18 |
- |
- |
- |
- |
- |
47 |
|
Total transactions with owners |
29 |
18 |
- |
- |
- |
- |
- |
47 |
|
|
|
|
|
|
|
|
|
|
|
As at 31 January 2025 |
647 |
4,093 |
91 |
- |
(12) |
(4,424) |
(9) |
386 |
Unaudited Condensed Consolidated Statement of Cash Flows
|
|
Six months to 31 Jan 2026 |
Six months to 31 Jan 2025 |
|
|
(Unaudited) |
(Unaudited) |
|
|
£'000 |
£'000 |
|
Cash flows from operating activities |
|
|
|
Loss before taxation |
(229) |
(198) |
|
Adjustments for: |
|
|
|
Share based payment |
26 |
47 |
|
Amortisation of right-of-use assets |
- |
15 |
|
Amortisation of intangible assets |
11 |
15 |
|
Waiver of director's remuneration |
(139) |
- |
|
Foreign exchange differences |
- |
(12) |
|
Net cash used in operating activities before changes in working capital |
(331) |
(133) |
|
|
|
|
|
Changes in working capital |
|
|
|
(Increase)/decrease in trade and other receivables |
(48) |
49 |
|
Increase in trade and other payables |
13 |
43 |
|
Net cash used in operations |
(366) |
92 |
|
|
|
|
|
Cash flows from investing activities |
|
|
|
Purchase of property, plant and equipment |
- |
(1) |
|
Purchase of intangible asset |
(10) |
- |
|
Net cash flow (used in)/generated from investing activities |
(10) |
(1) |
|
|
|
|
|
Cash flow from financing activities |
|
|
|
Proceeds from issue of share capital |
401 |
- |
|
Cost of share issue |
(24) |
- |
|
Directors' loans received |
15 |
- |
|
Repayment of directors' loans |
(34) |
- |
|
Proceeds from borrowings |
- |
65 |
|
Lease liability payments |
- |
(17) |
|
Net cash generated from financing activities |
358 |
48 |
|
|
|
|
|
(Decrease)/increase in cash and cash equivalents |
(18) |
(6) |
|
|
|
|
|
Cash and cash equivalents at beginning of period |
24 |
13 |
|
Effect of foreign exchange rate movements |
- |
(2) |
|
Cash and cash equivalents at the end of the period |
6 |
5 |
for the interim period ended 31 January 2026
Non-cash transactions
During the period, Tim Blake waived remuneration relating to FY25 that had previously been accrued. This resulted in a non-cash reduction in accrued salary of £68k and associated employee tax liabilities of £71k. The total movement has been treated as a non-cash transaction and adjusted within operating cash flows.
During the period, the Company settled £172k of creditor liabilities through the issuance of 15,723,790 ordinary shares.
Notes to the unaudited interim report for six months ended 31 January 2026
1. General Information
Energy B Plc (formally Hydrogen Future Industries Plc) (the "Company") is a public limited company which is listed on the Aquis Stock Exchange ("AQSE") Growth Market and incorporated and domiciled in the UK. Its address of its registered office is 6 Heddon Street, London, W1B 4BT. The registered number of the Company is 13508782.
2. Basis of preparation
The condensed consolidated interim financial statements include the results of the Company and its subsidiaries ("the Group") for the six months ended 31 January 2026 and have not been audited. These condensed consolidated interim financial statements do not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.
These condensed consolidated interim financial statements have been prepared in accordance with the AQSE rules and the recognition and measurement requirements of UK-adopted International Accounting Standards ("UK-IAS") using the accounting policies that will be applied in the preparation of the Group's annual financial statements for the year ending 31 July 2026, which are consistent with those disclosed in the Group's statutory annual financial statements for the year ended 31 July 2025.
The condensed consolidated financial statements should be read in conjunction with the Group's statutory financial statements for the year ended 31 July 2025. The auditor's report on those financial statements was qualified. Further details of the basis for the qualification are set out in those financial statements.
These condensed consolidated interim financial statements were approved by the Board of Directors on 29 April 2026.
3. Accounting policies
Going concern
The Group incurred a loss for the period of approximately £229,000 and net operating cash outflows of approximately £331,000. These conditions indicate the existence of a material uncertainty which may cast significant doubt on the Group's ability to continue as a going concern. Therefore, the Group may be unable to realise its assets and discharge its liabilities in the normal course of business.
The Directors have prepared detailed forecasts and cash flow projections that reflect their best estimate of committed expenditure, expected working capital requirements and potential sources of funding. These forecasts include consideration of a range of strategic options available to the Group to strengthen its financial position, including potential corporate transactions and access to additional capital.
Based on these forecasts and the assumptions applied, the Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for at least 12 months from the date of approval of these financial statements.
Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing these financial statements.
Should the Group be unable to continue as a going concern, adjustments would be required to the financial statements to adjust the carrying value of assets to their recoverable amounts, to provide for any additional liabilities that may arise, and to reclassify non-current assets and liabilities as current.
The condensed consolidated interim financial statements have been prepared using applicable accounting policies and practices consistent with those adopted in the statutory audited consolidated annual financial statements for the year ended 31 July 2025.
4. Critical accounting judgements and estimates
The preparation of the condensed consolidated interim financial statements requires Directors to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these judgements and estimates.
In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the statutory audited consolidated financial statements for the year ended 31 July 2025.
5. Intangible assets
|
|
Patents |
Total |
|
Cost |
|
|
|
At 1 August 2025 |
682 |
682 |
|
Additions |
10 |
10 |
|
At 31 January 2026 |
692 |
692 |
|
|
|
|
|
Amortisation |
|
|
|
At 1 August 2025 |
55 |
55 |
|
Charge for the period |
11 |
11 |
|
At 31 January 2026 |
66 |
66 |
|
|
|
|
|
Net book |
|
|
|
At 31 January 2026 (Unaudited) |
626 |
626 |
|
At 31 August 2025 (Audited) |
627 |
627 |
During the period, the Group capitalised £10,469 of costs in relation to the maintenance and development of its intellectual property portfolio. These costs are associated with the Group's ongoing activities in the wind energy sector and may support the development of its green hydrogen production systems
The Directors have considered the requirements of IAS 36 and have assessed whether any indicators of impairment exist as at the reporting date. Based on this assessment, they have concluded that no such indicators are present, and no impairment review has been performed. The Directors are satisfied that the carrying value of the intangible assets is recoverable.
6. Share capital, share premium and deferred share capital
|
|
Number |
Share capital |
Share premium £'000 |
Deferred share capital £'000 |
|
Total ordinary shares at 1 August 2025 |
64,656,250 |
647 |
4,093 |
- |
|
Issue of ordinary shares - cash |
40,100,000 |
401 |
- |
- |
|
Issue of ordinary shares - settlement of creditors |
15,723,790 |
157 |
- |
- |
|
Issue of shares prior to share consolidation |
10 |
- |
- |
- |
|
Change in nominal value of ordinary shares |
2,409,601 |
(1,181) |
- |
1,181 |
|
Cost of share issue |
- |
- |
(24) |
- |
|
Total ordinary shares at 31 January 2026 |
2,409,601 |
24 |
4,069 |
1,181 |
|
|
|
|
|
|
On 6 October 2025 the Company issued 40,100,000 new ordinary shares at an issue price of 1 pence per share, raising gross proceeds of £401k in cash. As part of the subscription, certain directors subscribed for, in aggregate, 2,500,000 new ordinary shares (see note 9 for details).
In addition, the Company issued 15,723,790 ordinary shares at the issue price of 1 pence per share to settle creditor liabilities totalling £157k. Of these, 9,280,000 ordinary shares were issued in settlement of amounts due to directors (see note 9 for details).
The Group undertook a share capital reorganisation exercise during the period ended 31 January 2026. This involved the consolidation of every 50 existing ordinary shares into one consolidated share, followed by a subdivision of each consolidated share into one new ordinary share of £0.01 and one deferred share of £0.49.
The new deferred shares have no significant rights attached to them and carry no right to vote or participate in distribution of surplus assets and have not been admitted to trading on the Aquis Stock exchange and are not expected to be admitted in the future. The reorganisation resulted in a reclassification within equity with no impact on the Group's total equity. Accordingly, the deferred shares are excluded from the calculation of earnings per share in note 7.
|
|
Number |
|
Total deferred shares of £0.49 each as at 1 August 2025 |
- |
|
Issue of deferred shares as part of share capital reorganisation |
2,409,601 |
|
Total deferred shares of £0.49 each as at 31 January 2026 |
2,409,601 |
|
|
|
The Group's share capital reserve represents the nominal value of the ordinary shares in issue. The Groups' share premium reserve represents the premium the Group received on issue of its shares. The Group's deferred share capital reserve represents the nominal value of the deferred shares in issue.
7. Loss per share
The calculation of basic and diluted loss per share is based upon the loss of attributable to equity holders divided by the weighted average number of shares in issue during the period.
The loss incurred by the Group means that the effect of any outstanding options would be anti-dilutive and is ignored for the purposes of the diluted loss per share calculation.
|
|
Six months to 31 Jan 2026 £ |
Six months to (Unaudited) |
|
Loss for the period from continuing activities |
(228,887) |
(198,000) |
|
|
|
|
|
|
Six months to 31 Jan 2026 No |
Six months to 30 Jun 2025 (Unaudited) |
|
Weighted average number of ordinary shares |
2,009,126 |
1,236,579 |
|
|
|
|
|
|
Six months to 31 Jan 2026 (Unaudited) |
Six months to 30 Jun 2025 (Unaudited) |
|
Basic and diluted loss per share (pence) |
(11.39) |
(16.01) |
8. Related party transactions
As part of the share issue for cash of 40,100,000 new ordinary shares on 6 October 2025, Sarah Gow, a former director, subscribed for 1,000,000 ordinary shares at 1 pence per share for a total consideration of £10,000.
As part of the same issue, Pierre Villeneuve, a former director, subscribed for 1,500,000 ordinary shares at 1 pence per share for a total consideration of £15,000.
As part of the issue of 15,723,790 new ordinary shares to settle creditor liabilities on 6 October 2025, 3,540,000 ordinary shares (representing £35,400) were issued to Neil Ritson, Non-Executive Chairman, in settlement of outstanding remuneration.
As part of the same issue, 3,900,000 ordinary shares (representing £39,000) were issued to Daniel Maling, a former director, in settlement of outstanding remuneration.
As part of the same issue, 1,840,000 ordinary shares (representing £18,400) were issued to Jonathan Conville, a director, in settlement of £8,400 of outstanding remuneration and repayment of a £10,000 director loan.
9. Significant events after the reporting date
Subsequent to the reporting period, the Company entered into a £50k interest-free director loan facility with Neil Ritson, Non-Executive Chairman. As announced on 20 February 2026, an initial drawdown of £10,000 was made by the Company. A further £20,000 was drawn down from the director loan facility on 29 April 2026, with the remaining £20,000 available to be drawn down. Repayment is due by 30 June 2026, after which it is at the lender's discretion, subject to the Company maintaining its minimum working capital requirements.