Interim Results
Summary by AI BETAClose X
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
30 September 2026
Cindrigo Holdings Limited
(“Cindrigo”, the “Company” or the “Group”)
Interim Results
Unaudited Interim Results for the six months ended 30 June 2026
Cindrigo Holdings Limited (LSE: CINH), the sustainable energy company developing integrated biomass and geothermal energy platforms, is pleased to announce its interim results for the six months ended 30 June 2026. The full interim report can be found on the Company's website at www.cindrigo.com.
Highlights
- The Group reported a loss of approximately £2.22 million for the six months ended 30 June 2026, compared with approximately £2.45 million for the corresponding period in 2025.
- Cindrigo is continuing to advance the technical and commercial development of its two principal development platforms: geothermal energy in Germany and integrated biomass operations in Finland.
- Subsurface study and reservoir modelling at Eich exceeded expectations, with estimated exploitable geothermal energy potential of approximately 157.8 MW, around 50% above previous estimates and significant lithium potential.
- Drilling for the first production well, EichGT-1, is planned for 2027, with shallower than anticipated drilling depths of approximately 2,500–3,500 metres.
- Post-period-end relocated the Group’s biomass operations to Heinola, securing a lower-cost, more flexible and better integrated site for the Group’s integrated operations, including a 40MW heat energy plant and Fuelwood pellet operation.
- Progressing implementation of the Fuelwood pellet facility and preparing the associated energy operations, which will scale in parallel.
- Secured strategic investment to support the next phase of development in Germany and Finland, which Cindrigo and its advisers are working to conclude.
- Post-period end, the Group secured approximately £1.7 million of short-term bridge funding, guaranteed by Danir AB, the Company's largest shareholder, to maintain momentum while the strategic investment process is concluded.
Lars Guldstrand, Chief Executive Officer, commented:
“It has been a period of progress for Cindrigo as we continue to consolidate our strategy of developing a platform of businesses dedicated to supporting Europe’s energy transition with secure, affordable and sustainable energy. In Finland, we have successfully relocated our Finnish biomass business to Heinola, which provides a commercially more attractive operating base for our integrated energy plant and wood pellet factory. In Germany, our geothermal assets continue to progress, with a 50% increase in the resource potential of our Eich Heat-Power-Lithium geothermal project underpinning the significant value potential, as we focus on advancing our first production well, EichGT-1, to drill-readiness. These achievements are all the more significant given the frustrating funding delays we have experienced, which has constrained the pace of progress. Our priority now is to conclude the ongoing financing and investment process, so that we can advance to the next phase of development.”
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For further information, please visit www.cindrigo.com, follow us on social media (LinkedIn and X) or contact:
| Cindrigo Holdings Limited Lars Guldstrand, CEO | LG@cindrigo.com Tel: +44 (0) 740 886 1667 |
| Beaumont Cornish Limited (Sponsor) Roland Cornish /Asia Szusciak /Andrew Price | Tel: +44 (0) 207 628 3396 |
| Capital Plus Partners Limited (Broker) Jonathan Critchley | Tel: +44 (0) 207 432 0501 |
| St Brides Partners (Financial PR) Charlotte Page / Ana Ribeiro | cindrigo@stbridespartners.co.uk |
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Sponsor as defined in the FCA UK Listing Rules and is authorised and regulated by the FCA. Beaumont Cornish Limited is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Beaumont Cornish Limited, or for providing advice in relation to the contents of this announcement or any matter referred to in it.
Further Information
About Cindrigo
Cindrigo is a sustainable energy developer with a portfolio of projects that support Europe’s transition to a secure, affordable, and sustainable energy future. This includes an integrated biomass operation in Finland and three geothermal energy licences in Germany.
In Germany, Cindrigo is targeting the development of its current licence portfolio consisting of three geothermal licences in the Upper Rhine Valley (Eich, Worms and Weinheim licences), which cover approximately 125 km². Cindrigo holds an 85% interest alongside Zukunft Geowärme GmbH (ZGG), a German geothermal project developer, which holds the remaining 15%, The Company believes the Eich, Worms and Weinheim licences have the potential to support over 400 MW of district heating and electricity generation, together with lithium extraction potential from the geothermal brine.
In Finland, Cindrigo's biomass operations include planned downstream heat generation and upstream biomass production via the joint development of an integrated sustainable wood pellet business, known as Fuelwood. Fuelwood has the potential to become one of Europe's largest sustainable wood pellet production facilities; the group is targeting an initial production capacity of approximately 80,000 tonnes of wood pellets per annum and a long-term target of approximately 400,000 tonnes per annum.
Alongside this, Cindrigo maintains an active development strategy with several energy projects and licences under evaluation.
The Company has a clear vision to create shareholder value by delivering secure, sustainable, affordable energy solutions that address three global priorities: meeting rising energy demand while delivering energy security and improving environmental outcomes.
CEO Report
Introduction
The first half of 2026 was an important period of technical development and preparation for Cindrigo Holdings Limited ("Cindrigo" or the "Group"), as we continued to strengthen the foundations of our two principal development platforms: geothermal energy in Germany and integrated biomass operations in Finland.
During the six months ended 30 June 2026, our focus remained on advancing the technical and commercial development of these projects, maintaining disciplined control of corporate expenditure and securing the financing required to move from development towards implementation.
The Group reported a loss of approximately £2.22 million for the six months ended 30 June 2026, compared with approximately £2.45 million for the corresponding period in 2025. The reduction primarily reflects lower legal, professional and transaction-related expenditure following completion of the Company's London Stock Exchange listing, together with continued discipline in corporate costs.
Importantly, the period and subsequent months have also produced significant progress in the underlying projects. In Germany, the Eich subsurface study materially exceeded previous resource expectations and identified significant lithium potential. In Finland, subsequent to the reporting period, we completed the relocation from Kaipola to Heinola, creating a lower-cost, more flexible and better integrated operating platform for our biomass operations.
These developments have strengthened the underlying asset base. However, delays in completion of the previously announced strategic investment have inevitably constrained the pace at which the Group has been able to move into the next stage of implementation.
German Geothermal Portfolio
Cindrigo's three licence areas at Eich, Worms and Weinheim in the Upper Rhine Valley represent an indicative combined geothermal resource potential of approximately 400 MW plus a significant lithium potential. During the period, the Group continued its geological investigations, technical development, licence work, government support initiatives and preparation for project financing.
The most important technical milestone during the period was completion of a subsurface study and reservoir modelling at Eich.
The study estimated exploitable geothermal energy potential of approximately 157.8 MW, around 50% above previous estimates, and identified potential annual production of approximately 7,230 tonnes of lithium carbonate equivalent some 50% above previous estimates. These results materially strengthened the technical and economic potential of the first of Cindrigo's three German licence areas.
Development planning at Eich currently contemplates three geothermal well doublets, with anticipated drilling depths of approximately 2,500–3,500 metres.
Work has continued since the reporting date on the remaining technical, regulatory and development activities required to prepare Eich for drilling. Subject to the necessary permits and financing, the Group's objective remains to progress towards drilling of the first production well during 2027.
The Group is also continuing the development and subsurface evaluation of Worms and Weinheim. Each licence will be assessed independently and should not be assumed to replicate Eich; however, the positive Eich results provide additional confidence in the potential of the wider Upper Rhine portfolio.
The immediate priority in Germany is therefore to finalise the work for Eich related to government funding and drilling and continuing the remaining preparatory technical development work of Worms and Weinheim, positioning the portfolio for the next stage of project financing and drilling.
Both the licences in respect of Eich and Worms have been extended by 12 months, and the Weinheim Licence has two years to run following a three-year extension last year.
Finland – Heinola Relocation
In Finland, an important strategic development was completed subsequent to the reporting period through the relocating of the Group's activities from Kaipola to Heinola.
The Heinola structure provides materially improved commercial terms, lower operating costs, a lower threshold for commencing operations and significantly greater flexibility than the previous Kaipola structure.
Importantly, Cindrigo Finland now controls the wider Heinola industrial estate under its lease arrangements, bringing the energy infrastructure and the planned Fuelwood pellet operation together within one coordinated industrial platform, still with a ready-built Energy Plant.
The pellet business is planned to be developed as a joint venture in which Cindrigo is initially expected to hold a minority interest, while retaining the potential to increase its participation over time. It is intended that in addition to its participation in the downstream biomass business through pellets, Fuelwood will also become an important customer for heat produced by the Finnish energy operation. This integrated structure operated at Heinola allows both businesses to be developed in phases, matching operating expenditure and capital investment more closely with the build-up of production. It also provides considerably greater flexibility for future expansion of the wider Heinola site.
The immediate focus is now on progressing the installation and implementation of the Fuelwood pellet facility and preparing the associated energy operations. Completion of the strategic funding would allow these activities to be accelerated and the Fuelwood joint venture and Cindrigo Finland operations to be scaled accordingly.
Funding
Funding has been the principal constraint on the pace of development during the period and subsequently.
During the first half of 2026, the Group entered into strategic investment arrangements intended to provide the capital required for the next phase of development in Germany and Finland.
Completion of these investments has taken materially longer than originally anticipated. As announced, assurances had been received that the required banking arrangements had been finalised. Despite this, the funding has not yet been received. This delay has required the Group to moderate the pace of certain development activities and has placed additional pressure on working capital.
The Company has continued actively to address the position. As announced on 11 September 2026, the funding process is continuing, possibly also including an alternative investor who may be prepared to complete the investments and loans on materially the same terms as the original investor. The Company and its advisers are working to conclude definitive agreements.
In parallel, the Group has secured approximately £1.7 million of short-term bridge funding, guaranteed by Danir AB, the Company's largest shareholder. This provides working capital and enables the Group to maintain momentum while the strategic investment process is being concluded.
The funding delay has therefore affected the timing of implementation, primarily in Finland, but it has not changed the underlying development strategy or the progress achieved across the principal projects.
The Board is working to bring the strategic investment process to a conclusion as soon as practicable. Successful completion would enable the Group to step up development activity materially, including preparation for the first German drilling program and implementation and scaling of the integrated Heinola biomass platform.
Outlook
The first half of 2026 and the subsequent period have been characterised by a combination of significant underlying project progress and slower-than-planned deployment caused principally by the timing of funding.
The fundamentals of the principal projects have nevertheless been strengthened.
At Eich, the subsurface work has materially increased the estimated potential geothermal resource and identified substantial lithium potential. Work is continuing towards the remaining technical and regulatory milestones required to prepare for drilling in 2027, while development work continues at Worms and Weinheim.
In Finland, the move to Heinola has established a substantially more flexible and lower-cost platform, bringing the energy business and planned pellet operation together on the same industrial site and providing a significantly stronger basis for phased implementation and future expansion.
The Group has therefore used the period to put much of the technical, commercial and operating structure required for the next stage in place. The principal constraint has been the delay in the strategic funding, which has required certain activities to progress more slowly than originally planned.
The £1.7 million bridge funding provides continuity while the Group works to finalise the strategic investment arrangements. Upon completion, our priority is to step up execution: advancing Eich through the final preparations for funding and drilling, continuing the development of Worms and Weinheim, commencing implementation of the Fuelwood pellet facility at Heinola and progressively scaling the wider Finnish operation.
We are therefore realistic about the impact that the funding delays have had on the pace of development but remain positive about the progress achieved in the underlying projects and the opportunities ahead.
Our focus is now straightforward: complete the funding, accelerate implementation and convert the technical and structural progress already achieved into operational development in Germany and Finland.
I would like to thank our shareholders, the Board, our employees, partners and management team for their continued support and commitment during this period. We look forward to updating shareholders as we progress the next phase of Cindrigo's development.
Lars Guldstrand
Chief Executive Officer
RESPONSIBILITY STATEMENT
The Directors have prepared this Interim Report in accordance with the principles of IAS 34 - Interim Financial Reporting, and with reference to the Disclosure and Transparency Rules (DTR) of the UK Financial Conduct Authority (FCA) as best practice.
Further, the Interim Financial Statements have been prepared in accordance with the accounting policies adopted in the Group’s most recent annual financial statements for the year ended 31 December 2025.
To the best of their knowledge, the Directors confirm that the Interim Report includes:
- that the condensed set of financial statements gives a true and fair view of the assets, liabilities, financial position and profit or loss of the issuer (or the undertakings included in the consolidation as a whole) by including a statement that the condensed set of financial statements have been prepared in accordance with IAS 34 and DTR 4.2;
- important events that have occurred during the first six months of the year;
- the impact of those events on the financial statements;
- a description of the principal risks and uncertainties for the remaining six months of the financial year; and
- details of any related party transactions in note 30 that have materially affected the Group’s financial position or performance in the six months ended 30 June 2026.
The Directors who served during the period and up to the date of signing the interim financial statements were:
Jorgen Andersson (Non-Executive Chairman)
Lars Guldstrand (Chief Executive Officer)
Dag Andresen (Chief Financial Officer)
Johan Glennmo (Non-Executive Director)
Alan Boyd (Non-Executive Director)
Jack Clipsham (Non-Executive Director)
Signed on behalf of the Board
Dag Andresen
Chief Financial Officer and Director
FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
6 months to 30 Jun 2026 (unaudited) | 6 months to 30 Jun 2025 (unaudited)* | Year to 31 Dec 2025 (audited)* | ||||
| Note | £’000 | £’000 | £’000 | |||
| Revenue | 9 | 23 | - | 263 | ||
| Other income | 10 | - | 99 | 99 | ||
| Costs of material | (15) | (90) | (8) | |||
| Administrative expenses | 11 | (1,515) | (1,891) | (3,096) | ||
| Depreciation, amortisation and impairment | (164) | (105) | (229) | |||
| Fair value Gains/(losses) | - | - | (2,856) | |||
| Impairment of financial assets | 11 | 22 | - | (107) | ||
| Operating loss | (1,649) | (1,987) | (5,934) | |||
| Finance costs | (477) | (461) | (956) | |||
| Finance income | 12 | (-) | 40 | 40 | ||
| Loss before income taxes | (2,126) | (2,408) | (6,850) | |||
| Tax expense | 29 | 5 | - | (5) | ||
| Loss for the period from continuing operations | (2,121) | (2,408) | (6,855) | |||
| Loss for the period attributable to | ||||||
| Share of loss attributable to non-controlling interest | 45 | 99 | 64 | |||
| Loss for the period | (2,076) | (2,309) | (6,791) | |||
Loss per share: | ||||||
| Basic | 25 | (0.0081) | (0.0095) | (0.026) | ||
| Diluted | 25 | (0.0081) | (0.0095) | (0.026) | ||
| OTHER COMPREHENSIVE INCOME: Items that will be reclassified subsequently to profit or loss | ||||||
| Exchange differences on translating foreign operations (including goodwill) | (150) | (148) | 371 | |||
| Total comprehensive loss for the period | (2,226) | (2,457) | (6,420) | |||
| *The comparative figures for 30 June 2025 and 31 December 2025 have been extracted from the Group's previously published interim and annual financial statements, respectively, both of which are available on the Company's website. | ||||||
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| As at 30 Jun | As at 30 Jun | As at 31 Dec | ||
| 2026 (unaudited) | 2025 (unaudited)* | 2025 (audited)* | ||
| Note | £’000 | £’000 | £’000 | |
| Assets | ||||
| Non - current assets | ||||
| Property, plant and equipment | 13 | 2,311 | 869 | 2,010 |
| Right-of-use assets | 14 | 4,408 | 4,334 | 4,492 |
| Goodwill | 15 | 15,775 | 15,381 | 15,909 |
| Exploration and evaluation assets | 16 | 296 | - | 223 |
| Derivative financial assets | - | 64 | - | |
| Long-Term Deposits | 9 | 8 | 9 | |
| Other long-term loan receivables | 13 | - | - | |
| Total Non - current assets | 22,812 | 20,656 | 22,643 | |
| Current assets | ||||
| Cash and cash equivalents | 20 | 313 | 1,273 | 706 |
| Inventories | 21 | 179 | 163 | 182 |
| Trade and other receivables | 17 | 666 | 483 | 648 |
| Total current assets | 1,158 | 1,919 | 1,536 | |
| Total assets | 23,970 | 22,575 | 24,179 | |
| Equity and liabilities | ||||
| Capital and reserves | ||||
| Share capital | 18 | 48,714 | 41,216 | 48,714 |
| Share subscription reserve | 43 | 43 | 43 | |
| Share option reserve | 26 | 970 | 903 | 641 |
| Share warrant reserve | 19 | 724 | - | 893 |
| Equity component of convertible instruments | 22 | 1,942 | 3,700 | 1,942 |
| Foreign currency translation reserve (FCTR) | 213 | (157) | 363 | |
| Accumulated deficit | (49,834) | (43,445) | (47,927) | |
| Equity attributable to owners of the parent | 2,772 | 2,260 | 4,669 | |
| Non-controlling Interests | 1,423 | 1,433 | 1,468 | |
| Total equity | 4,195 | 3,693 | 6,137 | |
Non- Current liabilities | ||||
| Borrowings | 22 | 5,780 | 13,411 | 9,352 |
| Lease liabilities | 14 | 4,703 | 4,543 | 4,751 |
| Financial liabilities – contingent consideration | 23 | 2,792 | - | 2,792 |
| 13,275 | 17,954 | 16,895 | ||
Current liabilities | ||||
| Borrowings | 22 | 5,206 | 285 | - |
| Trade and other payables | 24 | 1,278 | 625 | 1,126 |
| Derivative liability | - | - | - | - |
| Lease labilities | 14 | 16 | 15 | 16 |
| Tax liability | - | 3 | 5 | |
| Total current liabilities | 6,500 | 928 | 1,147 | |
| Total equity and liabilities | 23,970 | 22,575 | 24,179 |
*The comparative figures for 30 June 2025 and 31 December 2025 have been extracted from the Group's previously published interim and annual financial statements, respectively, both of which are available on the Company's website.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| Note | Share capital | Share Subscription Reserve | Equity Component of Convertible Instruments | Share Option reserve | Share warrant reserve | Retained deficit | FCTR | Non-controlling Interests | Total | |||||||||
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | ||||||||||
| As at 1 Jan 2025 | 38,360 | 1,356 | 3,700 | 674 | - | (41,136) | (9) | 1,532 | 4,477 | |||||||||
| Loss for the period | - | - | - | - | - | (2,309) | - | (99) | (2,408) | |||||||||
| Open offer share capital raise | 18 | 1,543 | - | - | - | - | - | - | - | 1,543 | ||||||||
| Share issued during the year | 1,313 | (1,313) | - | - | - | - | - | - | - | |||||||||
| F/X difference on currency translation | - | - | - | - | - | - | (148) | - | (148) | |||||||||
| Share-based payment charge for the year | 18 | - | - | - | 229 | - | - | - | - | 229 | ||||||||
| As at 30 Jun 2025 | 41,216 | 43 | 3,700 | 903 | - | (43,445) | (157) | 1,433 | 3,693 | |||||||||
| Loss for the period | - | - | - | - | - | (4,482) | - | 35 | (4,447) | |||||||||
| Share issued during the year | 18 | 2,065 | 21 | - | - | - | - | - | - | 2,086 | ||||||||
| Transaction cost | (203) | - | - | - | - | - | - | - | (203) | |||||||||
| Allocation of reserve to share capital | 18 | 21 | (21) | - | - | - | - | - | - | - | ||||||||
| F/X difference on currency translation | - | - | - | - | - | - | 144 | - | 144 | |||||||||
| F/X difference on goodwill | 15 | - | - | - | - | - | - | 376 | - | 376 | ||||||||
| Convertible loan notes settled | 18 | 6,508 | - | (1,758) | - | - | - | - | - | 4,750 | ||||||||
| Share-based payment charge for the year | - | - | - | (262) | - | - | - | - | (262) | |||||||||
| Proceeds allocated to warrants | 19 | (893) | - | - | - | 893 | - | - | - | - | ||||||||
| Balance at 31 Dec 2025 | 48,714 | 43 | 1,942 | 641 | 893 | (47,927) | 363 | 1,468 | 6,137 | |||||||||
| Loss for the period | - | - | - | - | - | (2,076) | - | (45) | (2,121) | |||||||||
| F/X difference on currency translation | - | - | - | - | - | - | (16) | - | (16) | |||||||||
| F/X difference on goodwill | 15 | - | - | - | - | - | - | (134) | - | (134) | ||||||||
| Unexpired Share warrants during the year | 19 | - | - | - | - | (169) | 169 | - | - | - | ||||||||
| Share-based payment charge for the year | 26 | - | - | - | 329 | - | - | - | - | 329 | ||||||||
| Balance at 30 Jun 2026 | 48,714 | 43 | 1,942 | 970 | 724 | (49,834) | 213 | 1,423 | 4,195 | |||||||||
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
| Note | 30 Jun 2026 (unaudited) | 30 Jun 2025 (unaudited) | 31 Dec 2025 (audited) | |
| £’000 | £’000 | £’000 | ||
| Cash from operating activities | ||||
| Loss for the period before taxation | (2,126) | (2,408) | (6,850) | |
| Non-cash adjustments | 30 | 968 | 597 | 3,900 |
| Operating cash flows before movements in working capital | (1,158) | (1,811) | (2,950) | |
| Increase in inventories | 21 | 3 | - | (19) |
| (Increase)/decrease in receivables | 17 | (18) | (134) | (244) |
| Increase/(decrease) in accounts payable and accrued liabilities | 24 | 152 | 75 | 687 |
| Income tax paid | (5) | - | (3) | |
| Net cash used in operating activities | (1,026) | (1,870) | (2,529) | |
| Purchase of property, plant and equipment | 13 | (421) | (242) | (1,460) |
| Additions to exploration and evaluation assets | 16 | (73) | - | (223) |
| Acquisition of subsidiary (payment of deferred consideration) | - | (866) | (867) | |
| Increase in long term loan receivable | (13) | - | - | |
| Investment agreement - purchase of call option | - | - | (64) | |
| Net cash outflow from investing activities | (507) | (1,108) | (2,614) | |
| FINANCING ACTIVITIES | ||||
| Proceeds from issue of shares (net of placing fees) | - | 1,543 | 3,628 | |
| Proceeds from borrowings / convertible instruments | 22 | 1,303 | 2,500 | 2,500 |
| Loan repayments | - | (77) | (77) | |
| Transaction cost | - | - | (203) | |
| Lease principal repayments | 14 | (8) | (90) | (65) |
| Interest paid | (155) | - | (302) | |
| Net cash inflow from financing activities | 1,140 | 3,876 | 5,481 | |
Effect of exchange rate changes on cash | - | - | (7) | |
| Net changes in cash and cash equivalents | (393) | 898 | 331 | |
| Cash and cash equivalent at beginning of period | 706 | 375 | 375 | |
| Cash and cash equivalent at end of period | 313 | 1,273 | 706 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM REPORT
1. GENERAL INFORMATION
Cindrigo Holdings Limited and its subsidiaries (together, the “Group”) develop and operate renewable energy projects, focusing on biomass and geothermal heat and power generation.
The Group’s strategy is to be an active renewable energy developer, coordinating project ownership with outsourced construction and operations supported by world-class partners, both sub- and on-surface. Development is based on proven technology with a modular, replicable expansion.
The Company was incorporated on 24 November 2014, under Section II of the Companies (Guernsey) Law, 2008, as a Company limited by shares. It is registered in Guernsey under Company number 59383. The Company’s ordinary shares are listed on the Equity Shares (Commercial Companies) sector of the Main Market of the London Stock Exchange, with admission occurring on 31 October 2025.
The Company's ordinary shares are listed on the Equity Shares (Commercial Companies) category of the Main Market of the London Stock Exchange, with admission to trading taking place on 31 October 2025.
2. BASIS OF PREPARATION
The Interim Financial Statements are for the six months ended 30 June 2026 and are presented in British Pounds (£), which is the functional currency of the ultimate parent company. They have been prepared in accordance with IAS 34 ‘Interim Financial Reporting’ as issued by the International Accounting Standards Board. They do not include all of the information required in annual financial statements in accordance with IFRS Accounting Standards. They should be read in conjunction with the consolidated financial statements for the year ended 31 December 2025. The results for the period ended 30 June 2026 are unaudited.
3. NEW STANDARDS ADOPTED AT 1 JANUARY 2026
There are no accounting pronouncements which have become effective since 1 January 2026 that have a significant impact on the Group’s interim condensed consolidated financial statements.
4. MATERIAL ACCOUNTING POLICIES
The Interim Financial Statements have been prepared in accordance with the accounting policies adopted in the Group’s most recent annual financial statements for the year ended 31 December 2025.
5. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
When preparing the Interim Financial Statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. Actual results may differ from management's judgements, estimates and assumptions and will seldom equal the estimated results.
The judgements, estimates 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 year ended 31 December 2025.
6. MATERIAL EVENTS AND RISKS
Management believes that the Group remains well positioned to navigate economic uncertainties and project-related challenges. This assessment is supported by the following key factors:
The Group has projects in two jurisdictions.
- In Finland, the Group continued to progress its biomass operations during the period. The Kaipola plant remained operationally ready as at 30 June 2026, with development activities continuing in support of the Group's Finnish biomass operations.
- After the reporting date, the Group disposed of its interests in Kaipolan and moved its biomass operations to a newly acquired leaseholds site in Heinola in central Finland.
- Lease is covering the entire Heinola industry area of
- ca 32 hectares of industrial land,
- a 40 MW Energy Plant,
- several industrial buildings of ca 20.000 sqm,
- expected to support the future development of the Group's Finnish biomass activities.
- In Germany, all three licenses continued its progress of the work on the remaining technical, regulatory and development activities required to prepare for the funding, insurance program and drilling leading to operational commencement.
- On 9 June 2026, the Group announced the completion of subsurface analysis and reservoir modelling for its Eich geothermal licence area in Germany.
- The study estimated an exploitable energy potential of 157.8 MW, representing an approximately 50% increase from previous estimates,
- together with potential lithium carbonate equivalent production of approximately 7,230 tonnes per annum.
- The results support the planned development of the project through three geothermal well doublets, with drilling of the first production well currently targeted for 2027, subject to permitting and financing.
- The Group is also continuing the development and subsurface evaluation of Worms and Weinheim.
- After the reporting date have both Eich and Worms licenses received additional one year extension of the licences, Weinham have since earlier received a 3-year extension, whereof 2 years remain.
- Each License will be assessed independently and should not be assumed to replicate Eich; however, the positive Eich results provide additional confidence in the potential of the wider Upper Rhine portfolio.
- On 9 June 2026, the Group announced the completion of subsurface analysis and reservoir modelling for its Eich geothermal licence area in Germany.
- The Group continues to evaluate available German government funding support mechanisms, including BAFA geothermal development programmes, which may support future project development costs.
- Management believes that the Group remains well positioned to navigate economic uncertainties and project-related challenges. The principal uncertainties facing the Group relate to
- the timing and successful completion of funding arrangements,
- the availability of sufficient working capital during the development phase,
- the timing of progression of the Group's geothermal and biomass projects, and
- the receipt of necessary regulatory approvals and permits.
Management has considered these matters, together with a reasonable delay to funding and project milestones, in preparing its cash flow forecasts and going concern assessment.
7. GOING CONCERN
Management has performed a detailed 12-month cash flow forecast, stress-tested against downside scenarios. Based on this analysis, including the availability of financial support from shareholders and access to existing facilities, the Group expects to meet all obligations as they fall due. Management has also considered additional funding arrangements agreed after the reporting date as described in Note 27. These include the approximately £0.7 million short-term loan facility from Finansfabriken Sverige AB, supported by a guarantee from Danir AB, the Company's largest shareholder, which provides additional working capital support while the Group progresses its strategic funding arrangements.
Accordingly, as at 30 June 2026, the Group remains a going concern, supported by its capital structure and investor backing. These interim consolidated financial statements have therefore been prepared on a going concern basis.
8. BUSINESS SEGMENTS
For the purpose of IFRS 8 Operating Segments, the Group's Chief Operating Decision Maker (“CODM”) is the Board of Directors. The Board is responsible for making strategic decisions, allocating resources, and assessing performance. The Directors consider that the Group operates as a single operating segment, focused on the development and operation of renewable energy projects. As such, no additional segmental information is presented.
9. REVENUE
| 30 Jun 26 £’000 | 30 Jun 25 £’000 | 31 Dec 25 £’000 | |
| Management services | - | - | 256 |
| Personnel leasing | 23 | - | 7 |
| Total | 23 | - | 85 |
Revenue for the six-month period ended 30 June 2026 comprises personnel leasing income arising from the provision of staff to support operational activities and test runs at a third-party facility in the Kaipola area. Personnel leasing income represents the Company's principal source of revenue during the current period.
In the six-month period ended 30 June 2026, revenue of £23k arose from personnel leasing services provided to a single external customer, representing 100% of the Group's total revenue. In the year ended 31 December 2025, revenue of £256k arose from management services provided to a single external customer, representing 97% of the Group's total revenue. Personnel leasing income of £7k was also recognised during the year ended 31 December 2025. Revenue was reported within the Group's single operating segment.
At 30 June 2026, the Group had no contract assets and no contract liabilities. Revenue is recognised over time because the customer simultaneously receives and consumes the benefits of the services as the Group performs. The transaction price is determined by agreed contractual terms and does not include variable consideration. The Group applies the practical expedient in IFRS 15 Revenue from Contracts with Customers paragraph 121 and therefore does not disclose information about remaining performance obligations for contracts with an original expected duration of one year or less.
Personnel leasing income is not expected to form a recurring principal source of the Company's revenue and is recognised in the period in which the related services are provided.
10. OTHER INCOME
No other income was recognised by the Group during the period ended 30 June 2026 (2025: £99k).
The prior year balance related to a gain on the early settlement of deferred consideration arising on the acquisition of Kaipola. The gain arose following the amendment of the deferred consideration arrangements, enabling the Group to settle the liability at an amount lower than originally anticipated.
11. ADMINISTRATIVE EXPENSES
| Note | 30 Jun 26 £’000 | 30 Jun 25 £’000 | 31 Dec 25 £’000 | |
| Consultancy Costs | 498 | 403 | 1,097 | |
| Legal and professional fees | a. | 138 | 401 | 1,178 |
| Share option expense | b. | 329 | 228 | (33) |
| Travelling | 127 | 105 | 243 | |
| IR, Communication and Marketing | 101 | 77 | 186 | |
| Audit, accountancy and related services | 93 | 87 | 244 | |
| Other administrative costs | c. | 82 | (16) | 115 |
| Wages and social security | d. | - | 292 | - |
| Project Kaipola - Operating Expenses | d. | - | 283 | - |
| Project Germany - Planning and Development cost | e. | 147 | 31 | 66 |
| 1,515 | 1,891 | 3,096 |
- Legal and Professional Fees: The prior period included £364K of listing-related legal and professional services. As the listing process was completed in the prior year, these costs did not recur in the current year, resulting in a reduction in legal and professional fees.
- Share Option Expense: Arises from fair value accounting of options granted during H2 2025 and H2 2024.
- Other administrative costs: The lower expense in the prior period was mainly attributable to foreign exchange movements.
- Kaipola-related Expenses: These costs related to the Kaipola project in prior period. No such expenses were incurred during the six months ended 30 June 2026.
- Project Planning and Development: Costs across Eich, Worms and Weinheim increased during the six months ended 30 June 2026 as assessments initiated in 2025 progressed into mandatory studies required to maintain licence validity and satisfy mining authority requirements.
12. FINANCE INCOME
No finance income was recognised during the six months ended 30 June 2026 (30 June 2025: £40K). The comparative period included a one-off gain on debt extinguishment arising from the derecognition of certain legacy loan notes following their cancellation and replacement with new notes.
13. PROPERTY, PLANT AND EQUIPMENT
| Machinery and equipment | Furniture and other movables | Development/ Upgrade cost | Total | ||||
| £’000 | £’000 | £’000 | £’000 | ||||
| Gross carrying amount | |||||||
| As at 1 Jan 2026 | 315 | 2 | 1,850 | 2,167 | |||
| Additions | - | - | 421 | 421 | |||
| Disposal | - | - | - | - | |||
| At 30 Jun 2026 | 315 | 2,271 | 2,588 | ||||
| Depreciation and Impairment | |||||||
| As at 1 Jan 2026 | (93) | (1) | (63) | (157) | |||
| Depreciation | (28) | - | (92) | (120) | |||
| At 30 Jun 2026 | (121) | (1) | (155) | (277) | |||
| Carrying amount 30 Jun 26 | 194 | 1 | 2,116 | 2,311 | |||
| Machinery and equipment | Furniture and other movables | Development/ Upgrade cost | Total | ||||
| £’000 | £’000 | £’000 | £’000 | ||||
| Gross carrying amount | |||||||
| As at 1 Jan 2025 | 73 | 2 | 632 | 707 | |||
| Additions | 242 | - | - | 242 | |||
| Disposal | - | - | - | - | |||
| At 30 Jun 2025 | 315 | 2 | 632 | 949 | |||
| Depreciation and Impairment | |||||||
| As at 1 Jan 2025 | (19) | - | - | (19) | |||
| Depreciation | (29) | - | (32) | (61) | |||
| At 30 Jun 2025 | (48) | - | (32) | (80) | |||
| Carrying amount 30 Jun 25 | 267 | 2 | 600 | 869 | |||
| £’000 | £’000 | £’000 | £’000 | ||||
| Gross carrying amount | |||||||
| As at 1 Jan 2025 | 73 | 2 | 632 | 707 | |||
| Additions | 242 | - | 1,218 | 1,460 | |||
| At 31 Dec 2025 | 315 | 2 | 1,850 | 2,167 | |||
| Depreciation and Impairment | |||||||
| As at 1 Jan 2025 | (19) | - | - | (19) | |||
| Depreciation | (74) | (1) | (63) | (138) | |||
| Impairment | - | - | - | - | |||
| At 31 Dec 2025 | (93) | (1) | - | (157) | |||
| Carrying amount 31 Dec 25 | 222 | 1 | 1,787 | 2,010 | |||
Subsequent to the reporting date, the Group entered into an agreement relating to the development of its Finnish biomass project. Further details are provided in Note 27, Subsequent Events.
14. LEASING
Right-of-use assets - Leased Plant - Reconciliation of Carrying Amounts
| 30 Jun 2026 | 30 Jun 2025 | 31 Dec 2025 | |
| £’000 | £’000 | £’000 | |
| Gross carrying amount | |||
| Opening balance | 4,663 | 4,378 | 4,452 |
| Additions | - | - | - |
| Disposal | - | - | - |
| Foreign exchange movement | - | - | 211 |
| Closing balance | 4,663 | 4,378 | 4,663 |
| Accumulated Depreciation | |||
| Opening balance | (171) | - | (74) |
| Depreciation for the period | (46) | (44) | (91) |
| Foreign exchange movement | (38) | - | (6) |
| Closing balance | (255) | (44) | (171) |
| Net Carrying Amount | 4,408 | 4,334 | 4,492 |
Lease liability | 30 Jun 2026 | 30 Jun 2025 | 31 Dec 2025 |
| £’000 | £’000 | £’000 | |
| Opening balance | 4,767 | 4,565 | 4,565 |
| Add: Accretion of interest | 149 | 143 | - |
| Less: Lease payment (O/s creditors) | (157) | (150) | (14) |
| Less: FX gain/loss | (40) | - | 216 |
| Closing balance | 4,719 | 4,558 | 4,767 |
Lease liabilities are presented in the interim condensed consolidated statement of financial position within borrowings as follows:
| 30 Jun 2026 | 30 Jun 2025 | 31 Dec 2025 | |
| £’000 | £’000 | £’000 | |
| Current | 16 | 15 | 16 |
| Non-current | 4,703 | 4,543 | 4,751 |
| 4,719 | 4,558 | 4,767 |
Kaipolan held a 50 year lease (the “Lease”) of a WtE plant located in Kaipola, Finland, which was entered into prior to acquisition of the plant by the Group in April 2024.
The Lease is recognised in the consolidated statement of financial position as a right-of-use asset and a corresponding lease liability in accordance with IFRS 16. Under the terms of the Lease, a fixed rent of €30,000 per month is payable, covering up to 50% of the plant’s production capacity. In addition, a variable rent of up to €70,000 per month may be payable based on performance exceeding 50% output. However, for the purposes of measuring the right-of-use asset and lease liability at inception, only the fixed lease payments have been included. The variable component is excluded as it is contingent on future production levels and is therefore recognised as an expense in the period in which it is incurred.
Subsequent to the reporting date, the Group swapped its lease of the Plant at Kaipola for a new lease of the entire Heinola Industrial Estate. Further details are provided in Note 27, Subsequent Events.
15. GOODWILL
| 30 Jun 2026 | 30 Jun 2025 | 31 Dec 2025 | |
| £’000 | £’000 | £’000 | |
| Gross carrying amount | |||
| Balance at beginning of period | 15,909 | 15,533 | 15,533 |
| Acquired through business combination | - | - | - |
| Discount adjustment | - | - | - |
| Net exchange difference | (134) | (152) | 376 |
| Balance at end of the period | 15,775 | 15,381 | 15,909 |
| Accumulated impairment | |||
| Balance at beginning of period | - | - | - |
| Impairment loss recognised | - | - | - |
| Balance at end of the period | - | - | - |
| Carrying amount at end of the period | 15,775 | 15,381 | 15,909 |
Goodwill is allocated to the Kaipola cash-generating unit ("CGU"). Management has assessed whether any indicators of impairment existed as at 30 June 2026 and concluded that no such indicators were identified. Accordingly, no impairment loss has been recognised in respect of goodwill during the period. The assumptions and methodology used in assessing recoverability remain consistent with those applied in the Group's annual financial statements for the year ended 31 December 2025.
Subsequent to the reporting date, the Group entered into arrangements resulting in the disposal of its interest in Kaipolan Energia Oy and the acquisition of EdgeVolt Finland Oy, including a lease and option to acquire the Heinola industrial site. Following these transactions, the goodwill allocated of £15.9m to the Kaipola plant would be impaired in full, at its disposal. As these events occurred after the reporting date, they have not been reflected in the carrying value of goodwill at 30 June 2026. Further details are provided in Note 27.
16. EXPLORATION AND EVALUATION ASSETS
| Contractual rights | |
| £’000 | |
| Gross carrying amount | |
| As at 1 January 2026 | 223 |
| Additions | 73 |
| Net exchange difference | - |
| At 30 June 2026 | 296 |
| Accumulated impairment | |
| As at 1 January 2026 | - |
| Impairment losses | - |
| At 30 June 2026 | - |
| Carrying amount 30 June 2026 | 296 |
| Contractual rights | |
| £’000 | |
| Gross carrying amount | |
| As at 1 January 2025 | - |
| Additions | 223 |
| Net exchange difference | - |
| At 31 December 2025 | 223 |
| Accumulated impairment | |
| As at 1 January 2025 | - |
| Impairment losses | - |
| At 31 December 2025 | - |
| Carrying amount 31 December 2025 | 223 |
The Group's exploration and evaluation assets relate to its three geothermal licence areas in Germany. In the previous year, the Group continued field appraisal, technical evaluation and project development activities and incurred additional exploration and evaluation expenditure, which has been capitalised in accordance with IFRS 6. During the period, the Group completed subsurface analysis and reservoir modelling for the Eich geothermal licence area. The results support the continued advancement of the Group's geothermal development programme and ongoing technical assessment of the Group's geothermal licence portfolio.
The three licence areas continue to be assessed as a single cash-generating unit due to their integrated development strategy and shared infrastructure assumptions.
Management has reviewed the asset for indicators of impairment as at 30 June 2026 and concluded that no impairment indicators were identified. Accordingly, no impairment charge has been recognised during the period.
The Group continues to hold the rights to explore within the relevant licence areas and plans to undertake further exploration and evaluation activities.
17. TRADE AND OTHER RECEIVABLES
| As at | As at | As at | |
| 30 Jun 2026 £’000 | 30 Jun 2025 £’000 | 31 Dec 2025 £’000 | |
| Prepayments and accrued income | 25 | 31 | 46 |
| Trade debtors | 330 | 106 | 332 |
| Other debtors | 311 | 346 | 270 |
| Total | 666 | 483 | 648 |
Trade debtors include balances recognised in the books of Kaipolan, a subsidiary of the Group. Other debtors principally comprise advance payments for stock purchases of £173k (31 December 2025: £177k; 30 June 2025: £169k), which represent the largest component of the balance. Both the trade debtors and advance payment balances relate to Kaipolan's operations.
During the period, the Company recognised a promissory note receivable from Fuelwood Finland Oy with a principal balance of EUR 100,000 (£89,525). The note bears interest at 8% per annum and is included within other debtors.
18. SHARE CAPITAL
| Issued and fully paid | Number of shares | Share capital account £’000 |
| Opening balance | 214,949,325 | 38,360 |
| Share issue, open offer Transaction costs, Placing fees | 48,022,790 - | 2,880 (24) |
| At 30 Jun 2025 | 262,972,115 | 41,216 |
| Share issue, open offer | 83,334 | 6 |
| Share issue, placing | 17,006,996 | 2,041 |
| Transaction costs, Placing fees | - | (133) |
| Share issue, advisor/introducer | 759,442 | 15 |
| Transaction costs, Other legal fees, charged by broker | - | (46) |
| Share issue, loan settled by issue of shares | 51,090,867 | 6,508 |
| Transaction costs, allocated to share warrant reserve | - | (893) |
| At 31 Dec 2025 | 331,912,754 | 48,714 |
| Share issue, open offer | - | - |
| Transaction costs, Placing fees | - | - |
| At 30 Jun 2026 | 331,912,754 | 48,714 |
There were no conversions of convertible loan notes during the six months ended 30 June 2026. The terms of the Group's convertible loan note arrangements remain unchanged from those disclosed in the annual financial statements for the year ended 31 December 2025.
19. SHARE WARRANTS
Loyalty Warrants
During the six months ended 30 June 2026, the Group's 13,000,000 Loyalty Warrants, which were issued to certain existing shareholders in connection with lock-in arrangements, expired unexercised on 30 April 2026.
The warrants had previously been classified as equity instruments in accordance with IAS 32 – Financial Instruments: Presentation. At the date of expiry, the related balance of £169,000, previously recognised within the share warrant reserve, was transferred to retained earnings. As the warrants expired unexercised, no ordinary shares were issued, and no gain or loss was recognised in the consolidated statement of profit or loss.
Reconciliation of Warrants
| Number of shares | Value £’000 | |
| Outstanding at 1 January 2026 | 35,837,375 | 893 |
| Expired during the period (Loyalty Warrants) | (13,000,000) | (169) |
| Outstanding at 30 June 2026 | 22,837,372 | 724 |
20. CASH AND CASH EQUIVALENTS
| As at | As at | As at | |
| 30 Jun 2026 £’000 | 30 Jun 2025 £’000 | 31 Dec 2025 £’000 | |
| Cash at bank and in hand | 313 | 1,273 | 706 |
| Total | 313 | 1,273 | 706 |
Cash and cash equivalents comprise cash at bank and in hand, held by the Group. As at the reporting date, all cash and cash equivalents are available for use by the Group without restriction. There are no balances that are pledged, held in escrow, or otherwise subject to restriction.
21. INVENTORIES
| As at | As at | As at | |
| 30 Jun 2026 £’000 | 30 Jun 2025 £’000 | 31 Dec 2025 £’000 | |
| Raw materials and consumables | 179 | 163 | 182 |
| Total | 179 | 163 | 182 |
For the period ended 30 June 2026, inventories were recognised in statement of comprehensive income as part of cost of sales. The Group did not record any write-down of inventories to net realisable value during either reporting period.
22. BORROWINGS
| As at | As at | As at | ||
| Current | 30 Jun 2026 £’000 | 30 Jun 2025 £’000 | 31 Dec 2025 £’000 | |
| Loan notes | - | 285 | - | |
| Other loans | 5,206 | - | - | |
| 5,206 | 285 | - | ||
| Non-current | ||||
| Other loans | 300 | - | 4,032 | |
| Loan notes | 5,480 | 13,411 | 5,320 | |
| Total | 10,986 | 13,696 | 9,352 | |
During the six months ended 30 June 2026, the Group entered into five new loan agreements totalling £1.3m (Notes 17 to 21). Danir has lent Cindrigo a further £289k, and Finansfabriken Sverige AB has lent Cindrigo 1,015k with Danir acting only as guarantor and not as the lender. Finance charges of £321k were recognised during the period. As at 30 June 2026, total borrowings amounted to £10.9m (31 December 2025: £9.3m). Notes 1, 13, 16 and 17 are classified as non-current borrowings based on their contractual maturity dates, while the remaining borrowings are classified as current liabilities. Loans 18-21 are measured at amortised cost using the effective interest method.
During the year ended 31 December 2024, the Group undertook a loan restructuring exercise whereby multiple existing loan agreements were consolidated into a single loan facility. As a result of this restructuring, the repayment terms were renegotiated, and the maturity date of the consolidated loan now falls beyond 12 months from the reporting date. Accordingly, the outstanding balance of the restructured loan has been classified as a non-current liability as at 31 December 2024 and 30 June 2025, whereas in the prior period, the individual loan balances were classified as current. Detailed breakdown and details of loan notes are as follows.
The terms and conditions of the Group's existing loan notes remained unchanged during the period unless otherwise disclosed below.
Table 1 – Loan notes (Debt components)
| Non-current Current | ||||||||||||||||
| Not 1 | Note 2 | Note 3 | Note 4 | Note 5 | Note 13 | Note 14A | Note 14B | Note 15 | Note 16 | Note 17 | Note 18 | Note 19 | Note 20 | Note 21 | Total | |
| Balance as at 1 January 2025 | 725 | 508 | 444 | 1076 | 980 | 4,035- | 1,333 | 1,489- | - | - | - | - | - | - | - | 10,590 |
| Finance Charge | 18 | 13 | 11 | 27 | 25 | 126 | 21 | 47 | 16 | 7 | - | - | - | - | - | 311 |
| FX gain/loss | - | - | - | - | - | - | 17 | - | - | - | - | - | - | - | - | 17 |
| New Loan | - | - | - | - | - | - | - | - | 2,500 | 278 | - | - | - | - | - | 2,778 |
| Balance as at 30 June 2025 | 743 | 521 | 455 | 1,103 | 1,005 | 4,161 | 1,371 | 1,536 | 2,516 | 285 | - | - | - | - | - | 13,696 |
| Finance Charge | 19 | 8 | 10 | 25 | 22 | 127 | 19 | 43 | 63 | 7 | - | - | - | - | - | 343 |
| FX gain/loss | - | - | - | - | - | - | 63 | - | - | - | - | - | - | - | - | 63 |
| Fair Value Gain/Loss on Derecog. | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - |
| Restructuring of Loan (Note 12) | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - |
| Restructuring of Loan (Note 13) | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - |
| Loans settled by issue of shares | - | (529) | (465) | (1,128) | (1,027) | (22) | - | (1,579) | - | - | - | - | - | - | - | (4,750) |
| Balance as at 31 December 2025 | 762 | - | - | - | - | 4,266 | 1,453 | - | 2,579 | 292 | - | - | - | - | - | 9,352 |
| Finance Charge | 19 | - | - | - | - | 134 | 20 | - | 64 | 7 | 11 | 24 | 26 | 14 | 2 | 321 |
| FX gain/loss | - | - | - | - | - | - | (28) | - | - | - | - | 5 | 7 | 9 | 16 | 9 |
| New Loan | - | - | - | - | - | - | - | - | - | - | 289 | 173 | 226 | 310 | 306 | 1,304 |
| Balance as at 30 June 2026 | 781 | - | - | - | - | 4,400 | 1,445 | - | 2,643 | 299 | 300 | 202 | 259 | 333 | 324 | 10,986 |
Table 2 - Summary of Convertible Loan Note Terms
| Note Ref | Instrument Name / Series | Investor / Party | Principal | Issue Date | Maturity | Effective Interest Rate | Coupon rate | Convertible? | Conversion Price |
| Note 1 | Series 2 (unsecured, zero-coupon, convertible and transferable loan notes) | Yang Jun | £1,000,000 | 30 Jul 2021 | 30 Jul 2031 | 5% | NA | Yes | £0.5458 |
| Note 2 | Series 1 (unsecured, zero-coupon, convertible and transferable loan notes) | YA II PN, Ltd | £700,000 | 30 Jul 2021 | 30 Jul 2031 (settled in 2025) | 5% | NA | Yes | £0.6417 |
| Note 3 | Series 3 (unsecured, zero-coupon, convertible and transferable loan notes) | Danir AB | £612,260 | 30 Jul 2021 | 30 Jul 2031 (settled in 2025) | 5% | NA | Yes | £0.10 |
| Note 4 | Series 4 (unsecured, zero-coupon, convertible and transferable loan notes) | Danir AB | £1,575,000 | 22 Oct 2021 | 22 Oct 2031 (settled in 2025) | 5% | NA | Yes | £0.10 |
| Note 5 | Nil Coupon Convertible Loan notes 2031 | Danir AB | £3,800,900 | 9 Dec 2022 | 9 Dec 2032 (settled in 2025) | 5% | NA | Yes | £0.15 |
| Note 6,8,11 and 12 | Loans 6, 8, 11 and 12 were merged prior to 31 Dec 2024 under a new subscription agreement (Note 13) | Danir AB | - | - | - | - | - | - | - |
| Note 7,9,10 and 11 | Notes 7, 9, 10 and 11, including £72k of interest, were consolidated into Loan 14 prior to 31 Dec 2024 (Note 14). | Danir AB | - | - | - | - | - | - | - |
| Note 13 | Subscription agreement to subscribe 92,298,539 shares in exchange of loans | Danir AB | £5,537,912 | 3 Oct 2024 | 16 May 2034 | 6.27% | 3% | Yes | £0.06 |
| Note 14A | New Loan agreement 16 May 2025 | Danir AB | €1,586,700 | 3 Oct 2024 | 30 June 2027 | NA | 3% | No | - |
| Note 14B | New Loan agreement 16 May 2025 | Danir AB | £1,573,519 | 3 Oct 2024 | 31 Dec 2026 (settled in 2025) | 6.27% | 3% | Yes | £0.70 |
| Note 15 | Subscription agreement 16 May 2025 | Danir AB | £2,500,000 | 16 May 2025 | 30 June 2027 | NA | 5% | No | - |
| Note 16 | £306,599 unlisted, unsecured, 5% convertible and transferable loan notes 2027 | Various lenders | £278,297 | 31 Jan 2025 | a. Cash payment - 31 Dec 2027 b. Conversion to shares – Any time after Oct 2025 | NA | 5% | Yes | At the higher of £0.75 per share or a 25% discount to the 30-day VWAP. |
| Note 17 | New loan agreement 13 February 2026 | Danir AB | £289,172 | 13 Feb 2026 | a. 3 years b. As soon as Cindrigo’s Financial positional allows | 10% | 10% | NA | NA |
| Note 18 | New loan agreement 24 March 2026 | Finansfabriken | £172,683 | 24 March 2026 | 24 September 2026 | See note | NA | NA | NA |
| Note 19 | New loan agreement 07 April 2026 | Finansfabriken | £225,725 | 07 April 2026 | 07 October 2026 | See note | NA | NA | NA |
| Note 20 | New loan agreement 26 May 2026 | Finansfabriken | £309,796 | 26 May 2026 | 30 November 2026 | See note | NA | NA | NA |
| Note 21 | New loan agreement 25 June 2026 | Finansfabriken | £305,941 | 25 June 2026 | 28 December 2026 | See note | NA | NA | NA |
Loan notes (Equity components)
The loan note equity reserve represents the equity components of the Group's convertible loan note instruments. The reserve remained unchanged at £1,942k as at 30 June 2026 (31 December 2025: £1,942k). No conversions, modifications or new issuances occurred during the period.
23. FINANCIAL LIABILITIES – CONTINGENT CONSIDERATION
The Group's contingent consideration liabilities relate to the Kaipola acquisition and the German project milestone arrangements. At 30 June 2026, the carrying amount of contingent consideration was £2,792k (December 2025: £2,792k). The liability continues to be classified as a Level 3 fair value measurement. There were no material changes in the terms of the arrangements, valuation methodology or key assumptions during the six months ended 30 June 2026.
Subsequent to the reporting date, the Group swapped its lease at Kaipola for a new lease of the entire Heinola Industrial Estate. Further details are provided in Note 27, Subsequent Events.
24. TRADE AND OTHER PAYABLES
| As at | As at | As at | |
| 30 Jun 2026 £’000 | 30 Jun 2025 £’000 | 31 Dec 2025 £’000 | |
| Trade payable | 912 | 519 | 675 |
| Other payable | - | - | 149 |
| Accrued expense | 366 | 106 | 302 |
| Total | 1,278 | 625 | 1,126 |
25. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the loss after tax attributable to the equity holders of the Group by the weighted average number of shares in issue during the period.
In accordance with IAS 33 Earnings per Share, as the Group reports a loss for the six months ended 30 June 2026, diluted earnings per share is equal to basic earnings per share, as the inclusion of potential ordinary shares would be anti-dilutive.
Potential ordinary shares relating to convertible loan notes, warrants and share options have been excluded from the diluted earnings per share calculation, as their inclusion would reduce the loss per share.
26. SHARE-BASED PAYMENT
The Company operates a share-based option scheme for key personnel. During the six-month period ended 30 June 2026, the Company recognised an expense in respect of the scheme in accordance with IFRS 2 Share-Based Payment.
Reconciliation to Share Option Reserve:
| Amount £’000 | |
| Opening balance | 641 |
| Add: Expense recognized in the year | 405 |
| Less: Lapsed options | (76) |
| 970 |
27. SUBSEQUENT EVENTS
Financing Arrangements
After the reporting date, Cindrigo Holdings Limited received a further short-term loan facility of approximately £0.7 million from Finansfabriken Sverige AB, supported by a guarantee from Danir AB, the Company's largest shareholder. The facility provides working capital support to the Group.
The Group entered in Q2 into investment and financing agreements in total of £8.7 million. The Investor informed the Company, as announced on 3rd June 2026, that it had finalized the banking arrangements required to facilitate the investments. Despite that assurance the funding has not been received, and company announced on 11th September that the Investor informed that they have faced delay due to structure and process, and the Company have in the interim in parallel identified an alternative investor who may be prepared to complete the investments and loans on materially the same terms as the original investor. The Company and its advisers are working to conclude definitive agreements and will make a further announcement in this regard when appropriate.
The funds are expected to support the commencement of commercial operations at the Heinola platform, the advancement of the Group's geothermal development portfolio in Germany and Company working capital for ongoing activities and development across the Group.
Finnish Biomass Platform Developments
On 20 July 2026, the Group entered into arrangements with EdgeVolt Finland Oy relating to the Heinola industrial site in Finland, including a ten-year capital lease agreement with the right for the Company to extend the term by five-year periods thereafter, and an option to purchase the property within five years for a purchase price of €3.0 million. On 29 July 2026, the Group entered into a share exchange agreement pursuant to which its interest in Kaipolan Energia Oy will be exchanged for the entire issued share capital of EdgeVolt Finland Oy.
The acquisition of EdgeVolt Finland Oy, later name changed to Cindrigo Finland Oy, and disposal of Kaipolan Energia Oy occurred simultaneously as part of the same transaction.
The Heinola site comprises approximately 32 hectares of industrial land, a 40 MW Energy Plant, several industrial buildings of ca 20.000 sqm, expected to support the future development of the Group's Finnish biomass activities.
The transaction is expected to result in the derecognition of certain assets and liabilities relating to Kaipolan Energia Oy and the recognition of lease-related rights, obligations and other assets associated with the Heinola site. The accounting effects arising from these transactions will be recognised in the Group's financial statements in the H2 reporting period in which completion occurred.
28. CONTINGENT LIABILITIES
Further information on the Group’s contingent liabilities and contingent consideration arrangements is provided in Note 22 of the Annual Report and Accounts for the year ended 31 December 2025, including the key terms and conditions of these arrangements.
As disclosed in Note 22, the arrangements relating to the acquisition of the Kaipola plant and the German geothermal project acquisitions meet the definition of financial liabilities under IFRS Accounting Standards and accordingly the Group has recognised financial liabilities in respect of these obligations.
The maximum potential undiscounted amount payable under these contingent consideration arrangements is £3.36m (€3.85m) for the Kaipola acquisition and £4.80m (€5.5m) for the German geothermal project acquisitions.
Any remaining exposure under these arrangements that does not meet the recognition criteria for a financial liability continues to be disclosed as a contingent liability.
As at 30 June 2026, there have been no material changes to the terms of the arrangements or management's assessment of the obligations since 31 December 2025.
29. TAXATION
Cindrigo Holdings Limited is a Company incorporated in Guernsey and is subject to a corporate income tax rate of 0% as at 31 December 2025. Accordingly, no current taxation arises on the Company’s results for the year.
The Group operates through subsidiaries in a number of jurisdictions and is therefore subject to taxation in the countries in which those subsidiaries operate.
Reconciliation of tax expense
The tax charge for the year differs from the theoretical amount that would arise using the Guernsey standard rate of income tax as follows:
| 30 Jun 2026 £’000 | 30 Jun 2025 £’000 | 31 Dec 2025 £’000 | |
| Loss before taxation | 2,196 | 2,408 | 6,850 |
| Domestic tax rate – 0% | 0% | 0% | 0% |
| Expected tax expense | - | - | - |
| Tax effect of profits arising in overseas subsidiaries | (5) | - | 5 |
| Actual tax expense | (5) | - | 5 |
| Tax expense comprises: | |||
| Adjustment related to previous year | (5) | - | - |
| Current tax expense | - | - | 5 |
30. NON-CASH ADJUSTMENT AND CHANGES IN WORKING CAPITAL
| 30 Jun 26 £’000 | 30 Jun 25 £’000 | 31 Dec 25 £’000 | ||
| Accrued finance cost | 477 | 452 | 956 | |
| Share-based payment expenses | 329 | 228 | (33) | |
| Fair value loss on restructured loan | - | - | 2,856 | |
| Depreciation and amortisation | 164 | 105 | 229 | |
| Gain on Debt Extinguishment | (-) | (40) | (40) | |
| Gain on settlement of purchase consideration | (-) | (99) | (99) | |
| Foreign exchange gains/losses | (2) | (49) | 31 | |
| Total adjustment | 968 | 597 | 3,900 | |
31. RELATED PARTY TRANSACTIONS
Transactions with key management personnel
Key management of the Group are the executive members of the board of directors. The following payments were made to directors or entities controlled by them during the period ended. All amounts are shown in pounds.
| 30 Jun 2026 £ | 30 Jun 2025 £ | 31 Dec 2025 £ | |
| Consultant fees | 105,000 | 153,000 | 300,839 |
| Directors Fees | 48,500 | 44,125 | 105,569 |
| Consultant Bonus | 10,000 | - | 102,500 |
| Share option expense | 392,308 | 191,018 | (22,191) |
| Payment made on resignation | - | - | 56,500 |
| Expense reimbursement/payment | - | 3,000 | 1,734 |
| 555,808 | 391,143 | 543,217 |
32. ULTIMATE CONTROLLING PARTY
As at 30 June 2026, no one entity owns more than 50% of the issued share capital of the Company. Therefore, the Group has no ultimate controlling party.
ENDS
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