Forgent plc (formerly EQTEC plc)

Notes to the unaudited condensed consolidated financial statements

1.         GENERAL INFORMATION

The unaudited interim condensed consolidated financial statements of Forgent plc (formerly EQTEC plc) ("the Company") and its subsidiaries ("the Group") for the six months ended 30 June 2026 were authorised for issue in accordance with a resolution of the directors on 27 August 2026.

Forgent plc is an Australian-focused critical and precious minerals explorer.

Having updated the comprehensive review of the asset portfolio in the legacy gasification business to identify impairments where carrying values no longer reflected expected future economic benefits a full impairment of all gasification related assets including Technology Patent Assets has been recognised. The Company is focused primarily on its mining strategy with the gasification business kept under strategic review and tight cost management.

The Company is quoted on the London Stock Exchange's Alternative Investment Market (AIM:FORG).

2.          BASIS OF PREPARATION

              The unaudited interim condensed consolidated financial statements are for the six months ended 30 June 2026 and are presented in Euro, which is the functional currency of the parent company. They have been prepared on a going concern basis in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting.

The annual financial statements of the group are prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU. The condensed set of financial statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the Company's published consolidated financial statements for the financial year ended 31 December 2025, except for the adoption of new standards effective as of 1 January 2026. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

The financial information contained in this interim statement, which is unaudited, does not constitute statutory accounts as defined by the Companies Act, 2014. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's financial statements for the financial year ended 31 December 2025. The financial statements of the Group for the financial year ended 31 December 2025 were prepared in accordance with IFRSs as adopted by the European Union and can be found on the Group's website at www.forgentplc.com.

The financial information for the six months ended 30 June 2026 and the comparative financial information for the six months ended 30 June 2025 have not been audited or reviewed by the Company's auditors pursuant to guidance issued by the Auditing Practices Board. The comparative figures for the financial year ended 31 December 2025 are not the Group's statutory accounts for that financial year. Those accounts have been reported on by the Company's auditor and will be delivered to the Company's Registration Office in due course. The audit report on those statutory accounts was unqualified.

The Group incurred a loss on continuing operations of €1,986,054 (1H 2025: €2,071,067) during the six-month period ended 30 June 2026 and had net current liabilities of €55,554 (31 December 2025: €4,566,497), accumulated deficit of €136,101,478 (31 December 2025: €134,153,224)  and net liabilities of €3,127,262 (31 December 2025: €7,032,275) at 30 June 2026.

Materiality uncertainty going concern

The unaudited interim condensed financial statements have been prepared on a going concern basis which assumes that the Group and Company will continue in operational existence for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements.

The Group is a junior exploration company focused on the exploration and evaluation of precious metal and mineral projects located in Western Australia. As is typical for a company at this stage of development, the Group has not yet generated revenue from its exploration activities and remains dependent on external funding to finance its ongoing exploration programmes and administrative costs.

While the Directors have a reasonable expectation, based on the Company's track record of successfully raising equity finance there can be no certainty that such funding will be secured on acceptable terms, or at all, particularly given that the availability of equity finance to junior exploration companies can be significantly affected by factors outside the Group's control, including movements in commodity prices, investor sentiment and wider equity market conditions. While Directors believe it is reasonable to assume that actions can be taken such that the company has adequate resources for a period of 12 months from the date of approval of these financial statements, to continue operations and discharge their obligations as they fall due these conditions indicate the existence of a material uncertainty which may cast significant doubt on the company's ability to continue as a going concern.

The unaudited interim 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.

3.          BASIS OF CONSOLIDATION

The unaudited interim condensed consolidated financial statements include the financial statements of the Group and all subsidiaries. The financial period ends of all entities in the Group are coterminous.

4.          MATERIAL ACCOUNTING POLICIES

The material accounting policies used in preparing the unaudited interim condensed consolidated financial information are consistent with those disclosed in the Annual Report and Accounts of Forgent plc (formerly EQTEC plc) for the financial year ended 31 December 2025, except for the adoption of a new accounting policy on Exploration and Evaluation assets as set out below and new standards and interpretations and revisions of existing standards as of 1 January 2026 noted below:

New accounting policy - Mining Policy

The Group applies IFRS 6 Exploration for and Evaluation of Mineral Resources in accounting for its exploration and evaluation activities.

Recognition and Measurement

Exploration and evaluation ("E&E") expenditure relates to costs incurred by the Group in the search for mineral resources, as well as the determination of the technical feasibility and commercial viability of extracting a mineral resource, once the legal right to explore has been obtained, but before the technical feasibility and commercial viability of extracting the mineral resource are demonstrable.

The Group's policy is to capitalise only those costs directly attributable to the acquisition of rights to explore a specific area of interest, including licence acquisition costs, associated professional and legal fees directly attributable to the acquisition, and, where applicable, the fair value of any consideration given in the form of cash, shares or other assets in exchange for the exploration right. These costs are recognised as an intangible Non- Current Mining Asset at cost, on an area of interest basis.

All other E&E expenditure is expensed to profit or loss as incurred, including but not limited to:

·      topographical, geological, geochemical and geophysical studies;

·      exploratory drilling, trenching and sampling;

·      assaying and metallurgical testwork;

·      costs of maintaining licences in good standing, including minimum work commitments and licence renewal fees incurred after initial acquisition;

·      activities in relation to evaluating the technical feasibility and commercial viability of extracting a mineral resource; and

·      an allocation of directly attributable overheads and administrative costs relating to exploration activity.

The Directors consider that this policy provides a more prudent and reliable basis of accounting for the Group's exploration activities, given the inherent uncertainty over the recoverability of exploration expenditure at such an early stage, and enhances comparability of the Group's operating results period on period, since exploration expenditure is reflected in the income statement as incurred rather than deferred on the balance sheet.

Costs incurred prior to obtaining the legal right to explore a specific area are also expensed as incurred and are not capitalised.

Subsequent Measurement of Capitalised Acquisition Costs

Capitalised E&E acquisition costs are carried at cost less any accumulated impairment losses. They are not amortised while exploration and evaluation activity is ongoing, as the underlying rights are not yet available for their intended use in extraction.

Impairment

Capitalised E&E acquisition costs are assessed for impairment at each reporting date, or more frequently where facts and circumstances indicate that the carrying amount may exceed the recoverable amount. Indicators of impairment include, but are not limited to, circumstances where:

·      the period for which the Group has the right to explore in a specific area has expired, or will expire in the near future, and is not expected to be renewed;

·      the Group has decided to discontinue exploration activities in the specific area and does not intend to renew or transfer the related right;

·      exploration results to date do not support the continued carrying value of the right; or

·      sufficient data exist to indicate that the carrying amount of the capitalised acquisition cost is unlikely to be recovered in full through successful development or sale of the right.

Where an indicator of impairment exists, the recoverable amount of the relevant E&E asset (being the higher of fair value less costs of disposal and value in use) is estimated and compared to its carrying amount, with any impairment loss recognised immediately in profit or loss.

Reclassification

Where a project reaches a stage where the technical feasibility and commercial viability of extracting the mineral resource are demonstrable, the capitalised acquisition cost of the related E&E asset is assessed for impairment and any impairment loss is recognised in profit or loss before the asset is reclassified to mine development assets (or property, plant and equipment, as appropriate). Exploration expenditure expensed prior to this point is not subsequently reinstated or capitalised.

Farm-outs and Disposals

Where the Group disposes of, or farms out, an interest in an area of interest for which acquisition costs have been capitalised, any consideration received is credited first against the carrying amount of the related E&E asset, with any excess recognised as a gain in profit or loss. Where the full carrying amount is not recovered, the shortfall is recognised as an impairment loss.

Critical Accounting Judgements and Key Sources of Estimation Uncertainty

·      Classification of expenditure between acquisition and other E&E costs - Judgement is required in determining which costs qualify as directly attributable to the acquisition of an exploration right (and are therefore capitalised) as distinct from subsequent exploration, evaluation or licence maintenance expenditure (which is expensed). The Directors apply this distinction consistently based on the nature of the cost and its proximity to the point at which the legal right was obtained.

·      Impairment of capitalised acquisition costs - Assessing whether indicators of impairment exist, and estimating recoverable amount where they do, requires judgement regarding the Group's future exploration plans, the likelihood of licence renewal, and its intentions and ability to fund further exploration and, ultimately, development (see Basis of Preparation - Going Concern).

As at 30 June 2026 the carrying value of capitalised E&E acquisition costs was €1,261,610 relating to the Green Rock, Peak Hill and Mt Sholl projects in Western Australia. Exploration and evaluation expenditure of €174,866 was expensed to profit or loss during the year.

New/revised standards and interpretations adopted in 2026

The following amendments to existing standards and interpretations were effective in the period to 30 June 2026, but were either not applicable or did not have any material effect on the Group:

5.          ESTIMATES

The preparation of the interim condensed consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of certain assets, liabilities, revenues and expenses together with disclosure of contingent assets and liabilities. Estimates and underlying assumptions are reviewed on an on-going basis. Revisions of accounting estimates are recognised in the period in which the estimate is revised.

The judgements, estimations and assumptions applied in the interim financial statements, including the key sources of estimation uncertainty, were the same as those applied in the Group's last annual financial statements for the financial year ended 31 December 2025.

6.         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:

Exploration and evaluation: Being the exploration for and evaluation of Mineral Resources

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:

Revenue reported above represents revenue generated from associated undertakings and external customers. Inter-segment sales for the financial period amounted to €Nil (2025: €Nil). Included in revenues in the Technology Sales Segment are revenues of €Nil (2025: €Nil) which arose from sales to associate undertakings, joint ventures and unconsolidated structured entities of Forgent plc (formerly EQTEC plc).

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 losses of jointly controlled entities, investment revenue and finance costs. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.

The Group operates in three principal geographical areas: Republic of Ireland (country of domicile), United Kingdom and Australia. The Group operated in five principal geographical areas during the reporting period: Republic of Ireland (country of domicile), the European Union, United States, United Kingdom and Australia. The Group's revenue from continuing operations from external customers and information about its non-current assets* by geographical location are detailed below:

*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.

7.             ADMINISTRATIVE EXPENSES

Administrative expenses for the period includes the effect of a 42% structural reduction in the Spanish cost base and approximately  €220,000 of one off costs relating to the restructuring operations and costs associated with the strategic pivot of the business.

During the financial period, the Group extinguished some of its borrowings by issuing equity instruments. In accordance with IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments, the gain recognised on these transactions was €538,214  (H1 2025: €Nil).

No current tax charge arising from current-period taxable profits,as the effective tax rate applicable to expected total annual earnings is Nil as the Group has sufficient tax losses coming forward to offset against any taxable profits. A deferred tax asset as not been recognised for the losses coming forward.

The loss and weighted average number of ordinary shares used in the calculation of the basic and diluted loss per share are as follows:

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.

13.            INTANGIBLE ASSETS

At 30 June 2026, the group recognised an impairment of €1,864,076 on intangible assets made up as follows:

14.            EQUITY

During the 6-month period ended 30 June 2026, 24,824,946,658 shares of €0.0001 each (6 months ended 30 June 2025: 176,470,588 shares of €0.01 each) were issued as follows:

On 25 September 2025, a capital re-organisation took place whereby each existing ordinary share of €0.01 each was sub-divided and redesignated as one new ordinary share of €0.0001 each and one Deferred "D" ordinary share of €0.0099 each.

15.                BORROWINGS

                         An overdraft balance of €79,708 is not included in the above figures and is included in current liabilities in the unaudited condensed consolidated statement of financial position.

                        During the six months ended 30 June 2026, the following occurred in relation to debt securities:

Secured loan facility ("SLF") and New Syndicated Facility ("NSF")

On 29 January 2026, the Company announced that it had signed a binding heads of terms with its lenders to comprehensively restructure approximately £5.79 million of existing debt (the "Debt Restructuring"). Following approval of the Resolutions at the Extraordinary General Meeting on 12 February 2026 ("EGM"), the  Debt Restructuring, the SLF and NSF took place as follows:

•                      £1.93 million was converted into new ordinary shares in the Company and subject to a 3-month lock-in, resulting in the      issue of 5,527,056,326 new ordinary shares ("Debt Conversion Shares"); where, as a result of the issue of the Debt Conversion Shares, either lender would be interested in greater than 29.9% of the then issued share capital of the Company,  a deferred share award would be made for the balance such that neither lender will exceed 29.9% without a waiver  in respect of Rule 9 of the Irish Takeover Rules. The Debt Restructuring would be conditional on each lender warranting that it is not acting in concert, as defined in the Irish Takeover Rules, with the other lender.

•                      £1.93 million was repaid out of the proceeds of new convertible loan agreements to be entered into with the existing lenders by the Company's wholly owned subsidiary EQTEC Iberia S.L.U. Such loans are unsecured, have a five-year maturity date, zero-coupon interest rate, and are convertible upon a liquidity event into 30% of the issued share capital of EQTEC Iberia at the time of conversion. The loan is non-recourse to the Company.

•                      £1.93 million was repaid out of the proceeds of a new secured loan to the Company entered into with the Secured Lenders having a five-year maturity date, zero-coupon interest rate, and with 10% of future equity raises (excluding the Placing) to be applied to early repayment. The loan will remain secured on all the assets of the Company.

•                          In addition, all existing lender warrants would be cancelled and security arrangements reset. Following completion of the Debt Restructuring, the Company therefore retain approximately £1.93 million of secured long-dated, zero-coupon debt and a non-recourse debt of £1.93 million in its Spanish subsidiary.

The parties agreed that the total number of Ordinary Shares subscribed for by the lenders pursuant to the Subscription would not be issued in full at the time, because to do so may require the lenders to make a mandatory offer for the entire issued share capital of the Company under Rule 9 of the Irish Takeover Panel Act, 1997 Takeover Rules and Substantial Acquisition Rules (the "Irish Takeover Code").

On 18 May 2026, it was announced that, following approval of resolutions of an EGM that took place on 14 May 2026, the balance of the Debt Conversion Shares, totalling 3,290,030,612 shares, was issued to the lenders.

     Unsecured Convertible Loan Facility ("UCSF")

On 14 January 2026, the Company received a conversion notice pursuant to the UCSF for the principal amount of £50,000 to be converted into 122,549,020 new ordinary shares in the Company at £0.000408 per share.

On 20 February 2026, the Company received a conversion notice pursuant to the UCSF. The conversion notice relates to the remaining principal amount of £160,000 outstanding under the UCSF, which is to be converted at a price of £0.00034 pence per ordinary share into 470,588,235 new ordinary shares in the Company (the "Conversion Shares"). Following this conversion, the balance outstanding under the Facility has been reduced to zero and, by mutual agreement with the UCSF lenders, the UCSF has been cancelled in full.

The Group has a lease for its offices in Iberia, Spain. The lease liabilities are secured by the related underlying asset. Further minimum lease payments at 30 June 2026 were as follows:

The Group's related parties include associate and joint venture companies, unconsolidated structured entities and key management.

Transactions with associate undertakings and joint ventures

The following aggregated transactions were made with associate undertakings and joint ventures in the six months ended 30 June 2026:

              Transactions with key management

Key management of the Group are the members of Forgent plc (formerly EQTEC plc)'s board of directors. There have been no non-remuneration transactions with key management in the six months ended 30 June 2026. At 30 June 2026, directors' remuneration unpaid amounted to €15,500 (31 December 2025: €306,054).

18.       CONTINGENT LIABILITY

Potential Legal claim

In August 2026 the Company received notice from a customer Agrigas Energy SA alleging that a subsidiary of the Company failed to perform certain obligations under a Technical Services Agreement dated 27 March 2024. The customer has indicated an intention to pursue legal action as a result of the alleged non-performance.

The Company has reviewed the allegations and considers the potential claim to be without merit. Management believes that the subsidiary fully performed its obligations under the agreement in accordance with its terms, and intends to defend the matter vigorously should formal proceedings be commenced.

The Directors do not consider that it is probable that an outflow of economic resources will be required to settle the matter, and accordingly no provision has been recognised in these financial statements in respect of this potential claim. However, given the preliminary stage of the matter and the inherent uncertainty involved in litigation, the ultimate outcome cannot be predicted with certainty, and it is not practicable to reliably estimate the financial effect, if any, that may arise.

The Company will continue to monitor developments in this matter and will reassess the need for a provision, and the adequacy of this disclosure, at each reporting date.

19.       EVENTS AFTER THE BALANCE SHEET DATE

              Change in primary business strategy

On 6 August 2026, the Company announced that, following approval of resolutions of the Annual General Meeting that took place that day, it has changed the primary business strategy of the Company to focus principally on the acquisition, exploration and development of critical and precious metals projects, primarily in Australia.

No other adjusting or significant non-adjusting events have occurred between the 30 June reporting date and the date of authorisation.

20.      APPROVAL OF FINANCIAL STATEMENTS

The condensed consolidated financial statements for the six months ended 30 June 2026, which comply with IAS 34, were approved by the Board of Directors on 27 August 2026.