
("HFI" or the "Company")
Interim Results for the Six-Month Period Ended
Update re Suspension
Suspension
Following publication of these results, the Company's shares is anticipated to be restored to trading on the AQSE Growth Market with effect from
Director Loans
During the 6-month period ended
After the Period,
At the date of this announcement, the Directors, in aggregate, have provided approximately
"HFI's 1-metre prototype wind turbine demonstrated exceptional durability and performance and is now being prepared for its next phase of energy performance trials and objective third-party assessment.
"In parallel, testing of the third party owned novel electrolyser achieved exceptional efficiency of up to 97% and a strategy is underway to expedite the development of a commercial scale electrolyser.
"These two technologies are required for the successful generation of clean and affordable energy from green hydrogen, and we are looking forward to making further progress towards this goal.
"In parallel, we are hoping to access new sources of finance through the proposed adoption of a Bitcoin treasury strategy and as a result we have welcomed on to the Board three directors with the requisite skills to make that a reality."
Enquiries:
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+44 (0) 20 3475 6834 |
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+44 (0) 20 7390 0230 |
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+44 (0) 20 72130 880 |
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Inside Information
This announcement contains inside information for the purposes of the
About HFI
HFI 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.
Chairman's Statement
Introduction
During the period, with capital scarce, we focused efforts on licensing of the technology in new jurisdictions, with negotiations in
As a route to further investment to accelerate the technology development, we have been exploring other financial strategies, and the Board is proposing the adoption of a Bitcoin Treasury Strategy to attract finance alongside the technical operations of the Company.
Development activities
Wind turbine development
The proprietary turbine provides the ability to generate energy over a broader range of wind speeds and, significantly, the turbine can be raised and lowered for optimal wind capture, whilst also reducing maintenance and installation costs and reducing permitting and approval lead times. The system is designed to meet the needs of remote off‐grid communities or energy users to ease the burden on existing national grid infrastructure.
Following the successful collection of data from the initial prototype turbine in
Licensing Agreement for
Immediately following the year-end, a licensing and territory agreement was signed to deploy the Company's technology in the
The Company's wholly owned subsidiary,
HFI Ireland's objective is to commercialise the HFI system in
To progress their financing in
Corporate activities
Share allotments
In
Director loans
During the 6-month period ended
Director fees
The Directors have all agreed to defer their fees until such time as the Company achieves certain milestones including raising new finance through the issue of new equity or licensing of the Company's technology.
Board Changes
Due to other commitments
In
Post balance sheet events
Board Changes
The Board has appointed three new executive directors;
Sarah brings over 20 years' experience in Senior roles within the Asset Management Operations industry, having worked for Citigroup,
Pierre is a quantitative strategist and hedge fund founder with extensive experience in structuring investment products, portfolio construction and risk modelling. Pierre raised over
Operating Business Update
The Company has reclassified as an operating company. While the Company intends to implement a bitcoin treasury policy subject to shareholder approval, its primary business is operational in nature, centred around the development of a proprietary wind-based green hydrogen production system featuring an advanced aerodynamic wind turbine and a high-performance electrolyser.
HFI is developing a proprietary wind-based green hydrogen production system featuring an advanced aerodynamic wind turbine combined with a third-party hydrogen electrolyser. The Company is currently in active discussions to bring this third party into the
Licensing Agreement for
In
The Company's wholly owned subsidiary,
HFI Energy's objective is to commercialise the HFI system in the
The Company also signed heads of terms for a Manufacturing Licence with HFI Energy which sets out the terms under which they, as a Licensee, are authorised to manufacture the Company's products for distribution and installation within the
Under the terms of the agreement royalties of up to 5% are payable upon delivery and installation of the relevant licensed products.
The Company provided the following update further to the announcement on
The Company provided the following update further to the announcement on
Discussions in relation to the exclusive North American licence and manufacturing agreement remain ongoing. Both parties continue to work towards finalising the arrangements. Further updates will be provided in due course.
The Board looks forward to progressing this agreement, which is expected to support the development and commercialisation of the Company's proprietary wind turbine technology in
Director loans
After the Period,
Fundraising
The Company is in the advanced stages of raising working capital funds which will enable the Company to pay its third-party creditors, continue to invest in the development of the wind turbine technology and, subject to shareholder approval, implement a Bitcoin Treasury Strategy.
Conclusion
The Board has been focused on keeping the Company's IP in good standing whilst we navigate various financing options for its continued development and are encouraged by recent licensing discussions around the development site in
The proposed inclusion of a Bitcoin Treasury Strategy and the appointment of new directors is anticipated to allow the Company to expand its ability to attract finance and to greatly accelerate progress on the technologies under development.
Executive Chairman
STATEMENT OF COMPREHENSIVE INCOME
FOR THE 6 MONTH PERIOD ENDING
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Unaudited Period ended 31 January 2025 |
Unaudited Period ended 31 January 2024 |
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Notes |
£'000 |
£'000 |
Continuing operations |
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Revenue from continuing operations |
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- |
- |
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|
Directors' fees |
|
- |
(54) |
Professional fees |
|
(101) |
(61) |
Research and development |
|
- |
(192) |
Share based payments |
|
- |
(1) |
Depreciation and amortisation |
|
(30) |
(28) |
Administrative expenses |
7 |
(67) |
(94) |
Operating loss |
|
(198) |
(430) |
Finance income / (expense) |
|
- |
(2) |
Loss before taxation |
|
(198) |
(432) |
Income tax |
|
- |
- |
Loss for the period from continuing operations |
|
(198) |
(432) |
Other comprehensive income |
|
(33) |
(3) |
Total comprehensive loss attributable to equity holders of the Group |
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(231) |
(435) |
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|
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Basic & dilutive earnings per ordinary share (pence) |
8 |
(0.33) |
(1.22) |
The notes form part of the unaudited condensed consolidated interim financial statements
STATEMENT OF FINANCIAL POSITION
FOR THE 6 MONTH PERIOD ENDING
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Unaudited |
Audited |
|
Note |
£'000 |
£'000 |
NON-CURRENT ASSETS |
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Property, plant and equipment |
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27 |
20 |
Intangibles assets |
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627 |
641 |
Right-of-use assets |
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- |
41 |
Investments in an associate |
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19 |
19 |
TOTAL NON-CURRENT ASSETS |
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673 |
722 |
CURRENT ASSETS |
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Cash and cash equivalents |
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5 |
13 |
Trade and other receivables |
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32 |
40 |
TOTAL CURRENT ASSETS |
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37 |
53 |
TOTAL ASSETS |
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710 |
775 |
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NON-CURRENT LIABILITIES |
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Lease liabilities |
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- |
- |
TOTAL NON-CURRENT LIABILITIES |
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- |
- |
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CURRENT LIABILITIES |
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Trade and other payables |
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214 |
97 |
Lease liabilities |
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- |
43 |
Borrowings |
|
110 |
65 |
TOTAL CURRENT LIABILITIES |
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324 |
205 |
TOTAL LIABILITIES |
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324 |
205 |
NET ASSETS |
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386 |
570 |
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EQUITY |
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Share capital |
|
647 |
618 |
Share premium |
|
4,093 |
4,075 |
Share based payment reserve |
|
91 |
91 |
Foreign exchange reserve |
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(12) |
21 |
Retained earnings |
|
(4,424) |
(4,226) |
Non-controlling interest |
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(9) |
(9) |
TOTAL EQUITY |
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386 |
570 |
The notes form part of the unaudited condensed consolidated interim financial statements
STATEMENT OF CHANGES IN EQUITY
FOR THE 6 MONTH PERIOD ENDING
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Attributable to owner of the parent |
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||||
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Share capital |
Share premium |
SBP reserve |
Foreign exchange reserve |
Retained earnings |
Non-controlling interest |
Total equity |
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£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Balance at |
478 |
3,482 |
44 |
18 |
(3,213) |
- |
809 |
Loss for the year |
- |
- |
- |
- |
(1,038) |
(9) |
(1,047) |
Other comprehensive income |
- |
- |
- |
3 |
- |
- |
3 |
Total comprehensive income for the year |
- |
- |
- |
3 |
(1,038) |
(9) |
(1,044) |
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Transactions with owners in own capacity |
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|
|
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|
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Ordinary Shares issued in the year |
140 |
648 |
66 |
- |
- |
- |
854 |
Employee options issued |
- |
- |
1 |
- |
- |
- |
1 |
Consideration of intangible assets |
- |
- |
5 |
- |
- |
- |
5 |
Forfeiture of share warrants |
- |
- |
(25) |
- |
25 |
- |
- |
Share issue costs |
- |
(55) |
- |
- |
- |
- |
(55) |
Transactions with owners in own capacity |
140 |
593 |
47 |
- |
25 |
- |
805 |
Balance at |
618 |
4,075 |
91 |
21 |
(4,226) |
(9) |
570 |
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|
|
|
|
|
|
|
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Attributable to owner of the parent |
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||||
|
Share capital |
Share premium |
SBP reserve |
Foreign exchange reserve |
Retained earnings |
Non-controlling interest |
Total equity |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Balance at |
618 |
4,075 |
91 |
21 |
(4,226) |
(9) |
570 |
Loss for the period |
- |
- |
- |
- |
(198) |
- |
(198) |
Other comprehensive income |
- |
- |
- |
(33) |
- |
- |
(33) |
Total comprehensive income for the period |
- |
- |
- |
(33) |
(198) |
- |
(231) |
|
|
|
|
|
|
|
|
Transactions with owners in own capacity |
|
|
|
|
|
|
|
Ordinary Shares issued in the year |
29 |
18 |
- |
- |
- |
- |
47 |
Share issue costs |
- |
- |
- |
- |
- |
- |
- |
Transactions with owners in own capacity |
29 |
18 |
- |
- |
- |
- |
47 |
Balance at |
647 |
4,093 |
91 |
(12) |
(4,424) |
(9) |
386 |
STATEMENT OF CASHFLOW
FOR THE 6 MONTH PERIOD ENDING
|
|
Period ended |
Period ended |
|
Note |
£'000 |
£'000 |
Cash flow from operating activities |
|
|
|
Loss for the financial period |
|
(198) |
(432) |
Adjustments for: |
|
|
|
Share based payment |
|
47 |
1 |
Foreign exchange movements |
|
(12) |
- |
Depreciation on property, plant & equipment |
|
- |
10 |
Amortisation on right-of-use assets |
|
15 |
15 |
Amortization on patents |
|
15 |
14 |
Changes in working capital: |
|
|
|
Decrease in trade and other receivables |
|
49 |
1 |
Increase / (decrease) in trade and other payables |
|
43 |
157 |
Net cash outflow from operating activities |
|
(41) |
(234) |
|
|
|
|
Cash flows from investing activities |
|
|
|
Purchase of property, plant and equipment |
|
(1) |
(9) |
Investment in |
|
- |
- |
Net cash outflow from investing activities |
|
(1) |
(9) |
|
|
|
|
Cash flows from financing activities |
|
|
|
Proceeds received in advance of share issues |
|
- |
250 |
Proceeds of borrowings |
|
65 |
- |
Payment of lease liabilities |
|
(17) |
(6) |
Net cash inflow from financing activities |
|
48 |
244 |
|
|
|
|
Net increase in cash and cash equivalents |
|
(6) |
1 |
Cash and cash equivalents at beginning of the period |
|
13 |
262 |
Foreign exchange impact on cash balance |
|
(2) |
- |
Cash and cash equivalents at end of the period |
|
5 |
263 |
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION
FOR THE 6 MONTH PERIOD ENDING
1 General information
The address of its registered office is Eccleston Yards,
The principal activity of the Company and its subsidiaries collectively referred to as "the Group" is the development of proprietary wind-based green hydrogen production system featuring an advanced aerodynamic wind turbine and a high-performance electrolyser.
The Company commenced trading on the
2 Accounting policies
IAS 8 requires that the directors shall use their judgement in developing and applying accounting policies that result in information which is relevant to the economic decision-making needs of users, that are reliable, free from bias, prudent, complete and represent faithfully the financial position, financial performance and cash flows of the entity.
3 Basis of preparation
The unaudited condensed consolidated interim financial statements ("interim financial statements") have been prepared in accordance with the requirements of the AQSE rules and international accounting standards in conformity with the requirements of the companies act 2006 and the companies act 2006 applicable to companies reporting under
The interim financial statements have been prepared in accordance with IAS 34 "interim financial statements". The interim financial statements do not include all disclosures that would otherwise be required in a complete set of financial statements but have been prepared in accordance with the existing accounting policies of the company.
The interim financial statements for the 6-month period from
The interim financial statements have been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense.
The interim financial statements do not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The accounting policies adopted are consistent with those applied in the Company's last audited annual financial statements ending
The interim financial statements are presented in British Pounds sterling ("£") unless otherwise stated, which is the Group's functional and presentational currency. The Directors have decided to only present consolidated interim financial statements and not parent level financial statements as they believe consolidated statements alone present an accurate depiction of the Group's financial performance and position.
The performance of the Group is not affected by seasonal factors and the risk factors applicable to the Group have not changed materially since the publication of the annual report and financial statements for the period ending
4 Going concern
The Directors have assessed the Group's ability to continue as a going concern and are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group's auditors included a material uncertainty related to going concern in the last annual report based on the ability of the Group to source additional funding in the 12 months from signoff of the annual report in
5 Accounting policies
The same accounting policies, presentation and methods of computation have been followed in these interim financial statements as were applied in the preparation of the Group's annual financial report for the period ended
6 Critical accounting estimates and judgments
In preparing the unaudited interim consolidated financial statements, the Directors are required to make judgments on how to apply the Group's accounting policies and make estimates about the future. Estimates and judgements are continuously evaluated based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may deviate from these estimates and assumptions.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below:
Impairment of investments and loans to subsidiaries
The Group and the Company assess at each reporting date whether there is any objective evidence that investments in and loans to subsidiaries are impaired. To determine whether there is objective evidence of impairment, a considerable amount of estimation is required in assessing the ultimate realisation of these investments/receivables, including valuation, creditworthiness and future cashflows. As at the period end the Directors do not assess there to be any impairment of these amounts.
Recoverable value of intangible assets
Costs capitalised in respect of the Group's intangible assets are required to be assessed for impairment. Such an estimate requires the Group to exercise judgement in respect of the indicators of impairment and also in respect of inputs used in the models which are used to support the carrying value of the assets. Such inputs include estimates of production profiles, commodity prices, capital expenditure, inflation rates, and pre-tax discount rates that reflect current market assessments of (a) the time value of money; and (b) the risks specific to the asset for which the future cash flow estimates have not been adjusted. The Directors concluded that there was no impairment as at
7 Administrative expenses
|
Period ended £'000 |
|
Period ended £'000 |
Salaries and wages* |
- |
|
(33) |
Insurance |
(13) |
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(16) |
Travel |
- |
|
(2) |
Other administrative expenses |
(54) |
|
(43) |
|
(67) |
|
(94) |
*During the period the Group has invested in the development of wind turbine technology and has utilised employees to assist with this. A portion of salaries has been allocated to research and development expenditure and the Company will look to capitalise expenditure when certain criteria are reached in relation to the commercial viability of technology.
8 Earnings per Ordinary Share
|
Period ended |
|
Period ended |
Loss attributable to shareholders of HFI - £'000 |
(198) |
|
(432) |
Weighted number of ordinary shares in issue |
62,843,750 |
|
47,750,000 |
Basic & dilutive earnings per share from continuing operations - pence |
(0.33) |
|
(1.22) |
There is no difference between the diluted loss per share and the basic loss per share presented. Share options and warrants could potentially dilute basic earnings per share in the future but were not included in the calculation of diluted earnings per share as they are anti-dilutive for the period presented.
9 Related party transactions
Director loans
During the 6-month period year ended
10 Ultimate controlling party
As at
11 Events subsequent to period end
Board changes
In
Licensing Agreement for
In
The Company's wholly owned subsidiary,
HFI Energy's objective is to commercialise the HFI system in the
The Company also signed heads of terms with HFI Energy for a Manufacturing Licence which sets out the terms under which they are authorised to manufacture the Company's products for distribution and installation within the
Under the terms of the agreement royalties of up to 5% are payable upon delivery and installation of the relevant Licensed Products.
Issue of Equity
In
Suspension
On
12 Approval of the financial statements
The interim financial statements were approved by the board of Directors on
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