EQTEC plc

Notes to the unaudited condensed consolidated financial statements

1.         GENERAL INFORMATION

The unaudited interim condensed consolidated financial statements of EQTEC plc ("the Company") and its subsidiaries ("the Group") for the six months ended 30 June 2024 were authorised for issue in accordance with a resolution of the directors on 23 September 2024.

EQTEC plc ("the Company") is a company domiciled in Ireland. The Company's registered office is at Building 1000, City Gate, Mahon, Cork T12 W7CV, Ireland. 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.

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.

2.          BASIS OF PREPARATION

              The unaudited interim condensed consolidated financial statements are for the six months ended 30 June 2024 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 (IFRS) 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 2023, except for the adoption of new standards effective as of 1 January 2024. 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 2023. The financial statements of the Group for the financial year ended 31 December 2023 were prepared in accordance with IFRSs as adopted by the European Union and can be found on the Group's website at www.eqtec.com.

The financial information for the six months ended 30 June 2024 and the comparative financial information for the six months ended 30 June 2023 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 2023 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 €3,193,903 (1H 2023: €2,423,158) during the six-month period ended 30 June 2024 and had net current assets of €6,613,982 (31 December 2023: €4,441,183) and net assets of €19,274,528 (31 December 2023: €21,214,826) at 30 June 2024.

Going concern

The unaudited interim financial statements have been prepared on the going concern basis, which assumes that the Company will have sufficient funds available to enable it to continue to trade for the foreseeable future.

The directors have carried out an evaluation of financial forecasts, sensitised to reflect a rational judgement of the level of inherent risk. The forecasts which Management have prepared covering the next 12 months include certain assumptions with regard to cost and overhead reductions and the timing and amount of any funds generated from sales of the Group's technology. The forecasts indicate that during this period the Group will have sufficient funds to continue with its activities for a period of at least 12 months from the date of signing these unaudited interim financial statements.

After undertaking the assessments and considering the level of inherent risk, the Directors have a reasonable expectation that the Group has adequate resources to continue to operate for the foreseeable future and for these reasons they continue to adopt the going concern basis in preparing the unaudited interim financial statements. The financial statements do not include any adjustments that would arise if the Group were unable to continue as a going concern.

EQTEC plc

Notes to the unaudited condensed consolidated financial statements

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 EQTEC plc for the financial year ended 31 December 2023, except for the adoption of new standards and interpretations and revisions of existing standards as of 1 January 2024 noted below:

New/revised standards and interpretations adopted in 2024

The following amendments to existing standards and interpretations were effective in the period to 30 June 2024, 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 2023.

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:

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:

EQTEC plc

Notes to the unaudited condensed consolidated financial statements

6.              SEGMENT INFORMATION - continued

Revenue reported above represents revenue generated from associated undertakings and external customers. Inter-segment sales for the financial period amounted to €Nil (2023: €Nil). Included in revenues in the Technology Sales Segment are revenues of €517,061 (2023: €Nil) which arose from sales to associate undertakings, joint ventures and unconsolidated structured entities of 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 four principal geographical areas: Republic of Ireland (country of domicile), the European Union, United States 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:

*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.

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 loss recognised on these transactions was €1,897 (H1 2023: gain of €182,833).

During the 6-month period ended 30 June 2024, the Group announced a refinancing of its existing secured loan facility. As a result of this refinancing, finance costs of €1,009,169 were crystallised and capitalised as part of the new refinanced facility. These finance costs have been recognised in the period ended 30 June 2024.

EQTEC plc

Notes to the unaudited condensed consolidated financial statements

An income tax charge does not arise for the six months ended 30 June 2024 or 30 June 2023 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.

                   Events after the balance sheet date

177,163,874 ordinary shares were issued after the period end. If these shares were in issue prior to 30 June 2024, they would have affected the calculation of the weighted average number of shares in issue for the purposes of calculating both the basic loss per share and diluted loss per share by 29,527,312.

                    Retrospective Adjustments

                   The comparative earnings per share figures have been restated to reflect:

(1) The disposal of a subsidiary in 2023, leading to a restatement of comparative figures to reflect discontinued operations (see Notes 34 and 35); and

                   (2) The capital reorganisation that took place in December 2023, leading to a decrease in the number of ordinary shares outstanding.

EQTEC plc

Notes to the unaudited condensed consolidated financial statements

The carrying amount of equity-accounted investments has changed as follows in the six months to June 2024:

14.         DEVELOPMENT ASSETS

EQTEC plc

Notes to the unaudited condensed consolidated financial statements

Included in trade and other receivables is an amount of €2,360,947 (31 December 2023: €Nil) receivable in respect of the legal settlement agreement announced on 3 April 2024 of claims made against Logik Developments Limited and its wholly owned subsidiary, Logik WTE Limited amounting to £2,000,000. The Group received these settlement funds on 4 September 2024.

16.         EQUITY

During the 6-month period ended 30 June 2024, 2,106,774,908 shares of €0.01 each (6 months ended 30 June 2023: 2,106,774,908 shares of €0.001 each) were issued as follows:

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.

17.            BORROWINGS

                   During the six months ended 30 June 2024, the following occurred in relation to debt securities:

Secured Loan Facility

During May 2024, the Company announced that it had secured a refinancing of its existing secured lending facility. The new funding replaces the previous funding with a non-convertible secured term loan facility with no scheduled repayments until 21 May 2026. The outstanding debt will only reduce proportionally to future capital inflows prior to the 24-month maturity date.

Unsecured Convertible Loan Facility

During May 2024, the Company announced a further drawdown of £260,638 on the unsecured convertible loan facility which was set up in November 2023.

On 4 September 2024, after the balance sheet date, certain lenders under the unsecured convertible loan facility were automatically deemed to have issued a conversion notice at a conversion price equal to the Issue Price in respect of their respective outstanding loan balances. Accordingly, a total amount of £522,000 (principal and interest) was converted into 52,200,000 new Ordinary Shares at a price of 1 pence per new Ordinary Share.

EQTEC plc

Notes to the unaudited condensed consolidated financial statements

The Group has a lease for its offices in Iberia, Spain and London, United Kingdom. The lease liabilities are secured by the related underlying asset. Further minimum lease payments at 30 June 2024 were as follows:

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. The combined results of the discontinued operations included in the loss for the financial period is set out below:

EQTEC plc

Notes to the unaudited condensed consolidated financial statements

The Group's related parties include Altair Group Investment Limited ("Altair"), the associate and joint venture companies, unconsolidated structured entities and key management.

Transactions with Altair

During the six-month period ended 30 June 2024, Altair advanced €117,125 (H1 2023: €905,640) by way of borrowings and was repaid €Nil (H1 2023: €1,707,919) with respect to these loans. Interest payable to Altair for the six-month period ended 30 June 2024 amounted to €8,727 (H1 2023: €42,295). Included in borrowings, net of amortisation costs, at 30 June 2024 is an amount of €283,107 (31 December 2023: €152,643) due to Altair from the Group

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 2024:

              Transactions with unconsolidated structured entities

During the 6-month period ended 30 June 2024, the Group generated sales of €301,071 from Biogaz Gardanne SAS (6 months ended 30 June 2023: €Nil), an unconsolidated structured entity. Included in trade and other receivables at 31 December 2023 is €1,108,444 receivable from Biogaz Gardanne SAS (31 December 2024: €807,373).

              Transactions with key management

Key management of the Group are the members of EQTEC plc's board of directors. There have been no non-remuneration transactions with key management in the six months ended 30 June 2024. At 30 June 2024, directors' remuneration unpaid amounted to €271,368 (31 December 2023: €66,568).

EQTEC plc

Notes to the unaudited condensed consolidated financial statements

21.       EVENTS AFTER THE BALANCE SHEET DATE

              Receipt of funds under settlement agreement

On 4 September 2024, the Company received £2,000,000 from the proceeds of the legal settlement agreement with Logik Developments Limited.

Share Placings

On 4 September 2024, the Company announced that it had raised, in aggregate, £1.1 million before expenses by way of a £1 million placing and a subscription of £100,000 to new and existing institutional and other investors for, in aggregate, 110,000,000 new ordinary shares of €0.01 each in the capital of the Company ("Ordinary Shares") (together, the "Fundraise Shares") at a price of 1 pence per new Ordinary Share (the "Issue Price"). In addition, on 9 September 2024, the Company raised £72,528 from existing retail investors via the Winterflood Retail Access Platform ("WRAP") platform at the Issue Price through the issue of a total of 7,252,815 new Ordinary Shares

In addition, certain lenders under the unsecured convertible loan facility were automatically deemed to have issued a conversion notice at a conversion price equal to the Issue Price in respect of their respective outstanding loan balances. Accordingly, a total amount of £522,000 (principal and interest) was converted into 52,200,000 new Ordinary Shares at the Issue Price.

The Company further announced that it issued, in aggregate, 7,711,059 new Ordinary Shares at the Issue Price to certain strategic service providers providing business development and advisory services to the Group in satisfaction of fees due to them.

22.      APPROVAL OF FINANCIAL STATEMENTS

The condensed consolidated financial statements for the six months ended 30 June 2024, which comply with IAS 34, were approved by the Board of Directors on 23 September 2024.

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  

About EQTEC 

EQTEC is one of only a few circular economy technology providers able to address the dual challenges of growing quantities of global waste and the growing demand for energy and biofuels. EQTEC cleanly converts waste into a range of valuable commodities that support new energy and industrial infrastructure. With one of the world's most experienced thermochemical conversion technology and engineering teams, EQTEC provides bespoke waste management and new energy solutions through best-in-class innovation, infrastructure engineering and value-added services for developers, owner-operators and industrials.

EQTEC's end-to-end process solutions are in demand from around the world with highly efficient equipment that is modular and scalable from three tonnes of waste per hour. Its versatile solutions process dozens of varieties of feedstock, including plastics, mixed municipal waste, industrial waste and other non-recyclables, all with no hazardous or toxic emissions, producing a wide range of valuable commodities including synthesis gas ("syngas") electricity, heat and steam, synthetic natural gas, hydrogen, liquid fuels or other chemicals.

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

Further information on the Company can be found at www.eqtec.com.