Statement of Consolidated Financial Position

The figures as presented are not strictly comparable with the prior year period as the comparative figures are non-consolidated, with the Group only coming into effect in 2023.

The notes numbered 1 to 9 are an integral part of the half year financial information.

Consolidated Statement of Cash Flows

The figures as presented are not strictly comparable with the prior year period as the comparative figures are non-consolidated, with the Group only coming to effect in 2023.

The notes numbered 1 to 9 are an integral part of the half year financial information.

Statement of Changes in Equity

The following describes the nature and purpose of each reserve within equity:

Deferred shares:                       Represents the combined total of all deferred shares (0.5p, 4p and 4.5p).

Share premium:                        Amount subscribed for share capital in excess of nominal value.

Merger relief reserve:              Amount subscribed for share capital in excess of nominal value where merger relief applies.

Accumulated deficit:                 Accumulated deficit represents the cumulative losses of the Company and all other net gains and losses and transactions with shareholders not recognised elsewhere.

The notes numbered 1 to 9 are an integral part of the half year financial information.

Notes (forming part of the half year Group financial information)

1.       Summary of significant accounting policies

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the financial information.

1.1.       Basis of preparation

This half year consolidated financial information is for the six months ended 30 June 2023 and has been prepared in accordance with International Accounting Standard 34 "Interim Financial Statements". The accounting policies applied are consistent with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board (IASB) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS (except as otherwise stated). The accounting policies and methods of computation used in the half year financial information are consistent with those of the previous financial year and corresponding half year reporting period (save that, as mentioned above, prior year comparative figures are non-consolidated, with the Group only coming to effect in 2023) and with those expected to be applied for the year ending 31 December 2023.

The Group does not consider any new and amended standards that became applicable for the current reporting period to have any impact on the Groups results.

The unaudited results for period ended 30 June 2023 do not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006. The comparative figures for the period ended 31 December 2022 for the Company are extracted from the audited financial statements which contained an unqualified audit report and did not contain statements under Sections 498 to 502 of the Companies Act 2006.

This half year financial statement will be, in accordance with the AIM Rules for Companies, available shortly on the Company's website.

As the Group did not come into existence until the current period it should be noted that comparatives are for Company only. Details on types of investment are in Note 1.4 below.

1.2.       Going concern

The Directors have considered all available information about future events when considering going concern. The Directors have prepared and reviewed cash flow forecasts for 12 months following the date of these Financial Statements. The projections show that the Group will have sufficient funding to be able to continue as a going concern on the basis of its cash balances as at 30 June 2023. 

The half year financial statements do not include the adjustments that would result if the Group were unable to continue as a going concern.

1.3.       Functional and presentational currency

This half year financial information is presented in £ sterling which is the Group's functional currency.

1.4.       Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the profit and loss account.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the Company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the Company has a long-term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.5.       Revenue

The Group provides engineering services for the application of the DMG technology, the intellectual property that the Group owns. Revenue from providing services is recognised in the accounting period in which services are rendered. For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided to the extent to which the customer receives the benefits. This is determined based on the actual labour hours spent relative to the total expected labour hours.

Where a contract includes multiple performance obligations as specified by the work scope, the transaction price will be allocated to each performance obligation based on the estimated expected cost-plus margin.

Estimates of revenues, costs, or extent of progress toward completion of services are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.

In the case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services rendered by the Group exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contact liability is recognised.

If a contract includes an hourly fee, revenue is recognised in the amount to which the Group has a right to invoice.  

2.     FAIR VALUE GAIN ON EQUITY INVESTMENT

On 12 August 2021, the Company acquired a 48.39% interest in Engsolve Limited, an engineering consultancy company incorporated and operating in England and Wales. On 21 June 2023, the Company completed the acquisition of the balance of the issued share capital of Engsolve (51.61%). The previous shareholding in Engsolve (48.39%) was subsequently revalued leading to a fair value gain of £282,150 on the original shareholding. Please refer to note 8 below.

3.     impairment of INTER Company loans & transactions

Prior to December 2022 the Company entered into transactions with Protos to provide funding via a loan facility with the balance at 31 December of £2,159,274 and also made sales to Protos of £986,392. It was determined by the Company on 31 December 2022 that these amounts were no longer recoverable and were therefore written off within the Company. The write off of the loan facilities has been recognised against capitalised development expenditure in the sum of £2,692,649. The remaining £453,017 has been written off to the profit and loss account in the consolidated financial statements. This write off was to reflect the impairment of the transactions with the understanding of the fact that the impairment maybe unwound should Protos achieve sufficient results to be able to repay the loan and sales.

4.     SHARE CAPITAL

The deferred shares have no voting rights and do not carry any entitlement to attend general meetings of the Company. They carry only a right to participate in any return of capital once an amount of £100 has been paid in respect of each ordinary share. The Company is authorised at any time to effect a transfer of the deferred shares without reference to the holders thereof and for no consideration.

5.     INTANgible Assets

Intangible assets in the period increased due to £651,752 of goodwill being generated from the combination of the Group including Protos and Engsolve. Please refer to note 8 below.

6.     (Loss) per share

7.     SHARE BASED PAYMENTS

The expense recognised for share-based payments during the year is shown in the following table:

The were no liabilities recognised in relation to share based payment transactions.

8.   acquisitions During THE REPORTING PERIOD

The Company announced on 28 April 2023 that it had acquired full ownership of Protos Plastics to Hydrogen No.1 Ltd from Peel NRE Ltd for a nominal payment of £1. Protos Plastics to Hydrogen No. 1 Limited is a special purpose vehicle and owner of the development of the Protos plant, the first proposed commercial application of the Company's DMG™ technology. The acquisition of Protos generated goodwill of £64,326 and net liabilities of £64,325.

Details of the transaction:

Non-Current Assets:                                                      Book Value                          Fair Value

Goodwill                                                                                                                     64,326

Property Plant & Equipment                                         2,692,649                                                  

Current Assets:

Bank                                                                              5,787                                    5,787            

Other Debtors - VAT                                                     412,634                                412,634

Current Liabilities:

Loans                                                                             (3,145,666)                          0

Creditors                                                                        (29,729)                               (29,729)

Total Value of assets acquired                                     (64,325)                               453,018

Cash flows

Cash Consideration to old owners                                                                             £1                 

On 12 August 2021, the Company acquired a 48.39% interest in Engsolve Limited, an engineering consultancy company incorporated and operating in the UK. On 21 June 2023, the Company completed the acquisition of the entire outstanding share capital of Engsolve (51.61%) for a cash consideration of £572,896. The previous shareholding in Engsolve was subsequently revalued leading to a fair value gain on the original shareholding of £282,150. On acquisition the Company acquired net assets of £522,560. The goodwill generated on acquisition amounted to £587,426. The Company considers this as a strategic acquisition as it brings engineering expertise in-house and enables the Company to generate a regular income stream through the provision and development of engineering services into the UK market.

The investment of £827,838 on the Company's stand-alone Balance Sheet includes the cost of the original investment in Engsolve of £99,990, share of profits to 30 June 2023 of £156,887, less dividends of £1,935 plus the cash consideration for the acquisition of the outstanding shares in Engsolve of £572,896.

Details of the transaction:

Non-Current Assets:                                                      Book Value                          Fair Value

Goodwill                                                                                                                    587,426

Property, Plant & Equipment                                        11,694                                  11,694                                                       

Current Assets:

Bank                                                                              466,793                                466,793        

Other Debtors                                                               150,492                                150,492

Current Liabilities:

Creditors                                                                        (106,419)                             (106,419)

Total Value of assets acquired                                     522,560                                1,109,986

Cash flows

Cash Consideration to old owners                                                                             £572,896

9.   EVENTS AFTER THE REPORTING PERIOD

On 21 August 2023, the Company raised £1 million, before expenses, through a placing at a price of 0.5p per share ("Issue Price") (the "Placing"). The Placing was arranged by the Company's broker, Turner Pope Investments (TPI) Ltd ("TPI").

A total of 200,000,000 new Ordinary Shares of 0.5p each in the capital of the Company ("Ordinary Shares") was placed by TPI at the Issue Price with clients of TPI. TPI received 8,000,000 new Ordinary Shares by way of remuneration, having elected to receive Ordinary Shares at the Issue Price instead of cash in respect of certain professional fees.