Full Year Results for year ended 31 December 2025

FORGENT PLC

16 June 2026

 

16 June 2026

Forgent plc  
("Forgent" or the "Company")

Full Year audited results for the year ended 31 December 2025

Forgent plc (AIM: FORG), the technology-led energy transition company, announces its full year audited results for the year ended 31 December 2025.

Highlights

·      Comprehensive board and management changes announced in October 2025, appointing James Parsons as Chief Executive Officer and Gerry Madden as Chief Financial Officer and Company Secretary.

·      Business review undertaken with a longer-term focus on the energy transition platform while diversifying into complementary sectors for nearer-term catalysts and stronger capital market positioning.

Post-period end

·    Corporate re-launch, successful equity raise, comprehensive balance sheet reset and change of name completed in February 2026, eliminating near term refinancing and funding risk.

·    Introduction of copper and gold exploration assets with the potential to deliver near term value catalysts.

·    Acquisition of a 99% interest in the Green Rock Project, located in the Ashburton Basin in the southern Pilbara region of Western Australia.

o  Maiden surface sampling program completed during April 2026, with multi-element assays received for 110 samples with Bonanza Grades of up to 29.4% Copper, and Gold Grades of up to 4.8 g/t.

·    Secured an exclusive option to acquire a 99% interest in the Peak Hills gold-copper exploration project in January 2026, which was partially exercised in May 2026, acquiring a 51% interest, with the remaining 48% still under option.

o  Aircore drilling campaign is scheduled to commence the week commencing 21 June 2026, with operations expected to run for approximately three weeks.

o  42 drill holes planned to a maximum depth of 100 metres across seven high-priority target areas at the Karalundi, Junction and Curley's prospects designed to validate historic gold and copper mineralisation and test the potential extensions in multiple directions, advancing understanding of these promising prospects.

·    Entered into a binding option agreement in June 2026 to acquire an 80% interest in the Mount Sholl Nickel-Copper-PGE project, also in Western Australia.    

·    Independent Competent Person's Reports ("CPR's") have been commissioned in respect of both the Peak Hills and Mount Sholl projects and are expected to be completed in the coming weeks.

·    The Board has commenced the process required to support a formal transition to a primarily Australian-focused mining and exploration strategy for approval at the upcoming AGM.

James Parsons, Chief Executive Officer of Forgent, commented:

"2025 and the start of 2026 marked a transformational period for the Company, with decisive action to stabilize operations and reposition Forgent for a diversified and resilient future. Against a challenging market backdrop, a comprehensive review of strategy, cost base, and growth opportunities was completed in February 2026, successfully eliminating near-term refinancing and funding risks.

"Forgent now operates with a leaner cost structure, enhanced portfolio of assets, and clear focus on execution, creating strong operational momentum across the business. While retaining our differentiated gasification platform, we've added a robust portfolio of highly prospective, gold, copper, and nickel assets with exploration upside and near-term drilling catalysts. Combined with an improved balance sheet and disciplined cost control, the Group is now well-positioned to rebuild value and deliver impactful results."

Annual report

The full, 2025 Annual Report, which addresses all the points above and which details full, financial results and other performance outcomes for the Company, may be found on the Company's website at https://forgentplc.com. The Notice of AGM will be published and notified in due course.

The Chairmans Statement, the CEO Report, principal financial tables and associated notes, extracted from the Annual Report, are set out below. References to page numbers are those of the 2025 Annual Report.

ENQUIRIES

FORGENT plc
James Parsons
c/o Camarco

Strand Hanson - Nomad & Financial Adviser
James Harris / Richard Johnson
Tel: [phone]

Global Investment Strategy UK Ltd - Broker
Christopher Kipling / Samantha Esqulant
Tel: [phone]

Camarco - Financial PR
Billy Clegg / Georgia Edmonds / Fergus Young
Tel: [phone]
Email: [e-mail]

This announcement contains inside information as defined in Article 7 of the EU Market Abuse Regulation No 596/2014, as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended, and has been announced in accordance with the Company's obligations under Article 17 of that Regulation.

Competent Person's Statement

The information in this announcement that relates to exploration results, mineral resources or ore reserves is based on information compiled by Mr Edward Mead, who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Mead is a consultant to the Company. Mr Mead has sufficient experience which is relevant to the style of mineralisation and type of deposits under consideration and to the activity that he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the `Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves' (the JORC Code). Mr Mead consents to the inclusion of this information in the form and context in which it appears in this announcement.

2025 Chairman's Statement

2025 was a year of significant change for the Company and for the markets in which it operates. Against a challenging backdrop for small-cap public companies, continued pressure on access to capital and heightened investor scrutiny of business models, the Board took decisive action to stabilise the Group, strengthen its financial position and reposition the Company for a more diversified and resilient future.

The wider market environment reinforced the need for discipline, focus and adaptability. Across the energy transition sector, investors have increasingly demanded clearer routes to commercialisation, reduced capital intensity and stronger evidence of near-term value creation. At the same time, global demand for energy security, electrification, critical raw materials and waste-to-value solutions has continued to grow. These themes remain highly relevant to the Company and have informed the strategic decisions taken during the year.

Historically, the Company has been built around its differentiated gasification technology and its role in the waste-to-value and clean energy infrastructure market. That platform remains valuable and continues to provide long-term exposure to the energy transition. However, during 2025 it became clear that the Group required a broader strategy, a more sustainable capital structure and additional routes to shareholder value.

Following the Board and management changes announced in October 2025, including the appointment of James Parsons as Chief Executive Officer and Gerry Madden as Chief Financial Officer and Company Secretary, the Board undertook a comprehensive review of the Company's strategy, cost base, balance sheet and growth opportunities. That review concluded that the Group should retain and sharpen its energy transition platform while diversifying into complementary sectors capable of delivering nearer-term catalysts and stronger capital markets relevance.

As a result, the Company adopted a revised strategy built around two complementary areas: energy transition technology, through the Group's established gasification platform; and critical and precious metals, through the acquisition and development of selected mining assets. This diversification reflects the Board's view that the global themes of electrification, industrial resilience and resource security create a compelling long-term opportunity for companies with the right assets, discipline and execution capability.

Following the year end, the acquisition and optioning of assets in Western Australia, including 99% of Green Rock and an up to 99% interest in Peak Hills, marked the first tangible steps in implementing this revised strategy. These assets provide exposure to copper, gold, nickel and other metals linked to electrification and industrial demand and introduce nearer-term operational and exploration milestones to the Group's investment proposition.

The Board recognises that the restructuring actions taken during and after the year end, including debt restructuring, creditor settlements, cost reductions and new funding rounds, have been difficult and have had a detrimental short-term impact on the Company's share price and existing shareholders. However, these actions were necessary to secure the future of the business, reduce financial pressure and create a more stable platform from which to rebuild long-term value.

Importantly, the Company enters 2026 with a materially clearer strategy, a reduced cost base, a refreshed leadership team and a more diversified opportunity set. The reset has required difficult decisions, but it has also created the foundations for a more focused, better-capitalised and more dynamic business.

On behalf of the Board, I would like to thank our shareholders, employees, advisers and stakeholders for their continued support during a transformational period. There remains much work to do, but the Board believes the Company is now better positioned to benefit from long-term structural trends across energy transition, critical minerals and industrial resilience.

David Palumbo
Non-Executive Chairman

2025 Chief Executive Officer's REPORT

I was appointed Chief Executive Officer in October 2025 at a pivotal moment for the Company. The Group faced material financial, operational and strategic challenges including significant creditors and significant overleverage. My immediate priority was therefore to stabilise and fund the business, reduce the cost base, address legacy issues, review the portfolio and establish a clearer platform for growth.

Following my appointment, together with the Board and the newly appointed CFO, Gerry Madden, we undertook a detailed review of the Company's operations, balance sheet, corporate structure and commercial priorities. The objective was simple: to focus the Group on activities capable of creating value, reduce unnecessary cost and complexity, and ensure that new capital could be directed towards growth rather than sustaining overheads.

A major focus of this work was cost discipline. During and after the year end, the Group has reduced its annualised corporate cost base by approximately 53% compared with full year 2024 levels. This was achieved through headcount rationalisation, the removal of non-core expenditure, tighter control of external spend and simplification of the operating structure. These actions were necessary to improve operating leverage and to ensure that the Company could operate from a leaner and more sustainable base.

In parallel, we made substantial progress in addressing the Group's financial position. The Company undertook debt restructuring initiatives, creditor settlements and new funding rounds designed to improve liquidity and provide a stronger base from which to execute the revised strategy. These measures were not easy, but they were essential. They have reduced immediate financial pressure and allowed management to focus on delivery, capital allocation and rebuilding shareholder value.

Operationally, the strategy has been sharpened around two business lines. The first remains energy transition technology, through the Group's established gasification platform. Within this area, our focus is on disciplined delivery, commercial selectivity and supporting key customer projects where the Company can demonstrate technical capability and generate value. Immediate priorities include the successful commissioning and stabilisation of key customer plants in Greece and North Fork, California, while rebuilding a higher-quality pipeline focused on bankable counterparties, appropriate capital structures and markets where distributed energy, waste conversion and synthetic fuels offer attractive opportunities.

The second business line is critical and precious metals. Following the strategic review, we concluded that selected mining assets could provide the Company with nearer-term catalysts, stronger capital markets relevance and exposure to global demand for copper, nickel, gold and other metals essential to electrification and industrial growth. Since the year end, this strategy has begun to take shape through the acquisition and optioning of the Green Rock and Peak Hills assets in Western Australia. These projects provide exposure to both early stage and more advanced exploration opportunities, with the potential for near-term fieldwork and drilling activity.

During the year, we recognised impairment charges on certain assets to reflect current market conditions, updated business forecasts, and the recoverable value of those assets. We undertook a comprehensive review of our asset portfolio in the gasification business and recognised impairments where carrying values no longer reflected expected future economic benefits. This led to a full impairment of all gasification related assets with the exception of Technology Patent Assets. This action strengthens the quality of our balance sheet and supports disciplined capital allocation going forward.

During the year, we also reviewed legacy subsidiaries, operational commitments and outstanding claims, with the objective of simplifying the Group and ensuring management time and capital are focused on priority areas. This remains an ongoing process, but the direction is clear: a leaner Company, sharper execution, disciplined capital allocation and a portfolio capable of generating visible milestones.

The engagement of Ed Mead to lead the Group's geological and mining workstreams further strengthens our technical capability as we build the new metals platform. His involvement provides the Company with dedicated expertise as we advance Green Rock, Peak Hills and other potential opportunities under review.

In the near term, with shareholder value in mind, Forgent is focused on:

·      advancing work programmes across its mining assets, including progressing Green Rock towards drilling and developing defined targets at Peak Hills;

·      evaluating and executing additional asset opportunities to further build a diversified and balanced portfolio;

·      maintaining strict capital discipline and cost control to ensure efficient deployment of funds; and

·      supporting commissioning activities and operational delivery within the gasification business.

The Board believes that these actions will deliver near-term value through tangible operational progress, clear milestones and improved market visibility, as the Company executes a disciplined, multi-asset strategy focused on delivery and value creation.

Capital Discipline and Risk Management

A key priority for the Board has been restoring financial stability and ensuring that capital is deployed efficiently. Processes have been strengthened to support:

·      rigorous evaluation of new asset opportunities;

·      disciplined cost control and reduced overheads;

·      active management of liquidity and funding; and

·      clear prioritisation of projects with defined execution pathways.

The Board maintains a strong focus on risk management, particularly in relation to funding, project execution and jurisdictional exposure.

Technical and Operational Oversight

With the expansion into mining, the Company has enhanced its technical capabilities, including the engagement of specialist geological expertise to support asset evaluation and work programme execution. This complements the Group's existing engineering expertise within the gasification business.

As we enter 2026, the Company is focused and positioned to execute. We retain a differentiated gasification platform with long-term exposure to the global energy transition, while adding a new portfolio of mining assets capable of delivering nearer-term operational catalysts. Combined with a reduced cost base, improved balance sheet and refreshed management team, I believe the Group now has a stronger foundation from which to rebuild value.

As noted in our going concern assessment, we continue to face and manage material risks related to timing of cash flows. However as we have seen from the beginning of the current year we have received support from shareholders for the expanded and more focused business strategy.

In light of the Company's increasing focus on the Australian mining sector, the Board has commenced the process required to support a formal transition to a primarily Australian-focused mining and exploration strategy. Independent Competent Person's Reports ("CPR's") have been commissioned in respect of both the Peak Hills and Mount Sholl projects and are expected to be completed in the coming weeks. Subject to completion of these reports, the Board intends to present shareholders with a proposed change in primary business strategy for approval at the forthcoming Annual General Meeting, together with the requisite supporting information. Further details will be provided to shareholders in due course

My focus for the year ahead is execution: advancing our mining portfolio including near term drilling, , maintaining strict cost control, strengthening the balance sheet and supporting delivery across the gasification platform where we can. The reset is substantially complete, but credibility will now be earned through delivery.

I would like to thank our employees, advisers, partners and shareholders for their support during a demanding period of change. We are determined to justify that support through disciplined execution and a clear focus on long-term value creation.

James Parsons

Chief Executive Officer

Consolidated statement of profit or loss for the financial year ended 31 December 2025

 

	Notes	2025		2024
		€		€
Revenue	8	1,008,389		2,201,547
Cost of sales		(292,338)		(1,044,429)
Gross profit		716,051		1,157,118
Operating income/(expenses)
Administrative expenses		(3,796,005)		(4,518,522)
Other income	9	12,794		12,527
Other gains	11	-		26,497
Foreign currency gains/(losses)		277,531		(273,860)
Operating loss		(2,789,629)		(3,596,240)
Share of results from equity accounted investments	20	-		(52,346)
Gain arising from sale of investments	21	-		219,786
Finance income	10		-	107,523
Finance costs	10		(1,079,995)	(2,338,695)
Significant transactions:
Impairment of equity-accounted investments	14		(1,991,540)	(5,361,520)
Reversal of Impairment of other investments	14		15,418	34,529
Impairment of tangible assets	14		(286,535)	-
Gain on derecognition of tangible assets	14		10,731	-
Impairment of development assets	14		(8,514)	(120,152)
Impairment of goodwill	14		(8,000,000)	(2,000,000)
Impairment of trade and other receivables	14		(70,500)	(6,302,736)
Loss before taxation	13	(14,200,564)		(19,409,851)
Income tax	15	(2,806)		(8,173)
LOSS FOR THE FINANCIAL YEAR		(14,203,370)		(19,418,024)
Loss attributable to:
Owners of the Company		(14,203,350)		(19,418,006)
Non-controlling interest		(20)		(18)
		(14,203,370)		(19,418,024)
			2025	2024
			€ per share	€ per share
Basic loss per share:
From continuing operations	16		(0.023)	(0.068)
Total basic loss per share	16		(0.023)	(0.068)
Diluted loss per share:
From continuing operations			16		(0.023)
Total diluted loss per share			16		(0.023)
The notes on pages 26 to 67 form part of these financial statements.

Consolidated statement of comprehensive income for the financial year ended 31 December 2025

 

		2025	2024
		€	€
Loss for the financial year		(14,203,370)	(19,418,024)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Exchange differences arising on retranslation
of foreign operations		12,990	59,442
Other comprehensive income for the year		12,990	59,442
Total comprehensive loss for the financial year		(14,190,380)	(19,358,582)
Attributable to:
Owners of the company		(14,317,216)	(19,247,843)
Non-controlling interests		126,836	(110,739)
		(14,190,380)	(19,358,582)

The notes on pages 26 to 67 form part of these financial statements.

Consolidated statement of financial position At 31 December 2025

	Notes	2025	2024
ASSETS		€	€
Non-current assets
Property, plant and equipment	17	157,360	412,377
Intangible assets	18	1,926,743	10,052,075
Investments accounted for using the equity method	20	-	2,000,000
Other financial investments	21	11,564	7,452
Total non-current assets		2,095,667	12,471,904
Current assets
Development assets	23	-	114,650
Trade and other receivables	24	628,857	807,656
Investments held for resale	25	-	121
Cash and cash equivalents	26	16,355	306,933
Total current assets		645,212	1,229,360
Total assets		2,740,879	13,701,264

Consolidated statement of financial position At 31 December 2025 - continued

	Notes		2025		2024
EQUITY AND LIABILITIES			€		€
Equity
Share capital	27		37,118,363			35,030,737
Share premium	27		89,598,296			89,541,054
Other reserves	27		2,694,125			2,694,125
Accumulated deficit			(134,153,224)			(119,836,008)
(Deficit)/equity attributable to the owners of the company			(4,742,440)			7,429,908
Non-controlling interests	28		(2,289,835)			(2,416,671)
Total equity			(7,032,275)			5,013,237
Non-current liabilities
Borrowings	29		4,434,348			5,436,509
Lease liabilities	30		127,097			232,580
Total non-current liabilities			4,561,445			5,669,089
Current liabilities
Trade and other payables	31		2,729,232			2,059,708
Borrowings	29		2,459,458			771,884
Lease liabilities	30		23,019			187,346
Total current liabilities			5,211,709			3,018,938
Total equity and liabilities			2,740,879			13,701,264

The financial statements were approved by the Board of Directors on 15 June, 2026 and signed on its behalf by:

David Palumbo                                                                                                                                                         James Parsons

Non-Executive Chairman                                                                                                                                      Chief Executive Officer

Company Registered Number:                    462861

The notes on pages 26 to 67 form part of these financial statements.

Consolidated statement of changes in equity for the financial year ended 31 December 2025

		Share Capital	Share premium	Other reserves	Accumulated deficit	Equity attributable to owners of the company	Non-controlling interests	Total
		€	€	€	€	€	€	€
Balance at 1 January 2024		32,497,848	88,916,950	2,694,125	(100,588,165)	23,520,758	(2,305,932)	21,214,826
Issue of ordinary shares in Forgent plc (formerly EQTEC plc) (Note 27)		1,781,514	614,295	-	-	2,395,809	-	2,395,809
Conversion of debt into equity (Note 27)		751,375	204,470	-	-	955,845	-	955,845
Share issue costs (Note 27)		-	(194,661)	-	-	(194,661)	-	(194,661)
Transactions with owners		2,532,889	624,104	-	-	3,156,993	-	3,156,993
Loss for the financial year		-	-	-	(19,418,006)	(19,418,006)	(18)	(19,418,024)
Unrealised foreign exchange gains/(losses)		-	-	-	170,163	170,163	(110,721)	59,442
Total comprehensive loss for the financial year		-	-	-	(19,247,843)	(19,247,843)	(110,739)	(19,358,582)
Balance at 31 December 2024		35,030,737	89,541,054	2,694,125	(119,836,008)	7,429,908	(2,416,671)	5,013,237
Issue of ordinary shares in Forgent plc (formerly EQTEC plc) (Note 27)		2,058,824	-	-	-	2,058,824	-	2,058,824
Conversion of debt into equity (Note 27)		28,802	261,980	-	-	290,782	-	290.782
Share issue costs (Note 27)		-	(204,738)	-	-	(204,738)	-	(204,738)
Transactions with owners		2,087,626	57,242	-	-	2,144,868	-	2,144,868
Loss for the financial year		-	-	-	(14,203,350)	(14,203,350)	(20)	(14,203,370)
Unrealised foreign exchange gains/(losses)		-	-	-	(113,866)	(113,866)	126,856	12,990
Total comprehensive loss for the financial year		-	-	-	(14,317,216)	(14,317,216)	126,836	(14,190,380)
Balance at 31 December 2025		36337,118,363	89,598,296	2,694,125	(134,153,224)	(4,742,440)	(2,289,835)	(7,032,275)

The notes on pages 26 to 67 form part of these financial statements.

Consolidated statement of cash flows for the financial year ended 31 December 2025

 

	Notes	2025		2024
		€		€
Cash flows from operating activities
Loss for the financial year before income tax		(14,200,564)	(19,409,851)
Adjustments for:
Depreciation of property, plant and equipment	17	155,137	229,381
Amortisation of intangible assets	18	125,332	125,333
Gain arising from the sale of investments	21	-	(219,786)
Gain arising on dereconition of tangible assets		(10,731)	-
Impairment of goodwill	14	8,000,000	2,000,000
Impairment of tangible assets	17	286,535	-
Impairment of equity-accounted investments	14	1,991,540	5,361,520
Reversal of impairment of other investments	14	(15,418)	(34,529)
Impairment of development assets	14	8,514	120,152
Impairment of trade and other receivables	14	70,500	6,302,736
Share of loss of equity accounted investments	20	-	52,346
Gain on debt for equity swap	11	-	(26,497)
Unrealised foreign exchange movements		(390,472)	(140,724)
Operating cash flows before working capital changes		(3,797,627)	(5,639,919)
(Increase)/decrease in:
Development assets		(6,196)	138,367
Trade and other receivables		(94,469)	272,008
Increase/(decrease) in Trade and other payables		775,099	(889,007)
Cash used in operations		(3,305,193)	(6,118,551)
Finance income	10	-	(107,523)
Finance costs	10	1,079,995	2,338,695
Taxes refunded/(paid)		26,083	(14,363)
Net cash used in operating activities		(2,199,115)	(3,901,742)
Cash flows from investing activities
Addition to tangible assets	17	(298,847)	-
Proceeds from disposal of other investments	21	30,613	241,681
Loans repaid by project development undertakings	24		2,376,496
Loans advanced to equity accounted undertakings	20	(326,523)	(498,275)
Loans repaid by equity accounted undertakings	20	353,603	24,320
Addition to other investments	21	(6,744)	(737)
Grants received	32	-	700,000
Other advances to equity accounted undertakings		-	(179,998)
Net cash (used in)/generated from investing activities		(247,898)	2,663,487

Consolidated statement of cash flows for the financial year ended 31 December 2025 - continued

 

	Notes	2025	2024
		€	€
Cash flows from financing activities
Proceeds from borrowings and lease liabilities	29	666,629	441,687
Repayment of borrowings and lease liabilities	29	(416,118)	(1,205,107)
Loan issue costs	29	-	(85,859)
Proceeds from issue of ordinary shares	27	2,058,824	2,395,809
Share issue costs	27	(204,738)	(144,276)
Interest paid		(15,048)	(10,167)
Net cash generated from financing activities		2,089,549	1,392,087
Net (decrease)/increase in cash and cash equivalents		(357,464)	153,832
Cash and cash equivalents at the beginning of the financial year		267,670	113,838
Cash and cash equivalents at the end of the financial year	26	(89,794)	267,670
Details of non-cash transactions are set out in Note 36 of the financial statements. The notes on pages 26 to 67 form part of these financial statements.

Company statement of financial position At 31 December 2025

 

	Notes	2025	2024
ASSETS		€	€
Non-current assets
Intangible assets	18	1,920,963	2,045,566
Investment in subsidiary undertakings	19	3,018,330	7,815,442
Other financial investments	21	-	-
Total non-current assets		4,939,293	9,861,008
Current assets
Trade and other receivables	24	398,124	518,514
Cash and bank balances	26	11,023	197,353
Total current assets		409,147	715,867
Total assets		5,348,440	10,576,875
EQUITY AND LIABILITIES
Equity
Share capital	27	37,118,363	35,030,737
Share premium	27	108,532,376	108,475,134
Other reserves	27	2,694,125	2,694,125
Accumulated deficit		(150,372,948)	(142,019,876)
Total (deficit)/equity		(2,028,084)	4,180,120
Non-current liabilities
Borrowings	29	4,434,348	5,436,509
Current liabilities
Borrowings	29	2,342,929	728,741
Trade and other payables	31	599,247	231,505
Total current liabilities		2,942,176	960,246
Total equity and liabilities		4405,348,440	10,576,875

The Group is availing of the exemption in Section 304 of the Companies Act 2014 from filing its Company Statement of Comprehensive Income. The loss for the financial year incurred by the Company was €8,353,072 (2024: €19,706,957).

The financial statements were approved by the Board of Directors on 15 June 2026 and signed on its behalf by:                                 

David Palumbo                                                                                                                                                         James Parsons

Non-Executive Chairman                                                                                                                                      Chief Executive Officer

Company Registered Number:                    462861

Company statement of changes in equity for the financial year ended 31 December 2025

 

		€	€	€	€	€
Balance at 1 January 2024		32,497,848	107,851,030	2,694,125	(122,312,919)	20,730,084
Issue of ordinary shares in Forgent plc (formerly EQTEC plc) (Note 27)		1,781,514	614,295	-	-	2,395,809
Conversion of debt into equity (Note 27)		751,375	204,470	-	-	955,845
Share issue costs (Note 27)		-	(194,661)	-	-	(194,661)
Transactions with owners		2,532,889	624,104	-	-	3,156,993
Loss for the financial year (Note 38)
		-	-	-	(19,706,957)	(19,706,957)
Total comprehensive loss for the financial year		-	-	-	(19,706,957)	(19,706,957)
Balance at 31 December 2024		35,030,737	108,475,134	2,694,125	(142,019,876)	4,180,120
Issue of ordinary shares in Forgent plc (formerly EQTEC plc) (Note 27)		2,058,824	-	-	-	2,058,824
Conversion of debt into equity (Note 27)		28,802	261,980	-	-	290,782
Share issue costs (Note 27)		-	(204,738)	-	-	(204,738)
Transactions with owners		2,087,626	57,242	-	-	2,144,868
Loss for the financial year (Note 37)		-	-	-	(8,353,072)	(8,353,072)
Total comprehensive loss for the financial year		-	-	-	(8,353,072)	(8,353,072)
Balance at 31 December 2025		37,118,363	108,532,376	2,694,125	(150,372,948)	(2,028,084)

The notes on pages 26 to 67 form part of these financial statements.

Company statement of cash flows for the financial year ended 31 December 2025

 

	Notes	2025	2024
		€	€
Cash flows from operating activities
Loss for the financial year before taxation		(8,353,072)	(19,706,957)
Adjustments for:
Amortisation of intangible assets	18	124,603	124,603
Gain on sale of investments	21	-	(219,786)
Impairment of subsidiaries	19	4,797,112	11,357,166
Impairment of tangible assets	17	286,535	-
(Reversal of)/impairment of development assets	23	(6,627)	89,151
(Reversal of)/impairment of trade and other receivables		(278,598)	523,313
Reversal of impairment of other investments		-	(34,529)
Finance costs	10	1,056,188	2,314,843
Impairment of intercompany balances	24	1,574,192	4,226,463
Gain on debt for equity swap	11	-	(26,497)
Foreign currency (gains)/losses arising from retranslation of borrowings		(377,979)	142,424
Operating cash flows before working capital changes		(1,177,646)	(1,209,806)
Funds advanced to intercompany accounts		(2,634,740)	(4,105,200)
Repayment of intercompany balances		976,496	4,146,807
Increase in development assets		(963)	-
Decrease/(increase) in trade and other receivables		302,438	(398,517)
Increase/(decrease) in trade and other payables		368,456	(305,858)
Net cash used in operating activities		(2,165,959)	(1,872,574)
Cash flows from investing activities
Proceeds from disposal of other investments	21	12,563	241,681
Addition to tangible assets		(298,847)	-
Net cash (used in)/generated from investing activities		(286,284)	241,681
Cash flows from financing activities
Proceeds from borrowings	29	411,827	401,057
Repayment of borrowings	29	-	(844,868)
Proceeds from issue of ordinary shares	27	2,058,824	2,395,809
Share issue costs	27	(204,738)	(144,276)
Loan issue costs	29	-	(85,859)
Interest paid		-	(2,380)
Net cash generated from financing activities		2,265,913	1,719,483
Net (decrease)/increase in cash and cash equivalents		(186,330)	88,590
Cash and cash equivalents at the beginning of the financial year		197,353	108,763
Cash and cash equivalents at the end of the financial year	26	11,023	197,353

The notes on pages 26 to 67 form part of these financial statements.

Notes to the financial statements

 

1.         GENERAL INFORMATION

Forgent plc (formerly EQTEC plc) ("the Company/parent company") is a company domiciled in Ireland. These financial statements for the financial year ended 31 December 2025 consolidate the individual financial statements of the Company and its subsidiaries (together referred to as 'the Group').

Forgent plc is a technology-led energy transition and natural resources platform.

The Group operates a clean energy technology platform through the EQTEC brand. EQTEC designs develops and supplies proprietary advanced gasification technology to customers in the Utility, Industrial and Waste Management sectors.

The Group has expanded its strategy into the acquisition and development of capital-light resource assets, targeting exposure to critical and precious metals central to global electrification targeting copper, gold, rare earth elements and specialty resources essential to grid infrastructure and the development of modern energy systems while progressing its core gasification technology strategy.

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

2.         APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)

New/revised standards and interpretations adopted in 2025

In the current financial year, the Group has applied a number of amendments to IFRS Accounting Standards and Interpretations issued by the International Accounting Standards Board (IASB), as adopted by the European Union, that are effective for an annual period that begins on or after 1 January 2025. Their adoption has not had any impact on the disclosures or on the amounts reported in these financial statements.

·       Amendments to IAS 21 Lack of Exchangeability.

New and revised IFRS Accounting Standards in issue but not yet effective

The following new and revised Accounting Standards and Interpretations have not been adopted by the Group, whether endorsed by the European Union or not. The Group is currently analysing the practical consequences of the new Standards and the effects of applying them to the financial statements. The related standards and interpretations are:

·       Amendments to IFRS 9 and 7 Amendments to the Classification and Measurement of Financial Instruments;

·       Amendments to IFRS 9 and 7 Contracts Referencing Nature-dependant Electricity;

·       Annual Improvements to IFRS Accounting Standards - Volume 11;

·       IFRS 18 Presentation and Disclosure in Financial Statements;

·       IFRS 19 Subsidiaries without Public Accountability: Disclosures;

·       Amendments to IFRS 19 Subsidiaries without Public Accountability: Disclosures.

The adoption of the IFRS Accounting Standards listed above are either not expected to have a material impact on the financial statements of the Group in future periods or are still under assessment by the Group. In particular, IFRS 18 Presentation and Disclosure in Financial Statements is still continuing to be assessed by the Group for possible impact.  

Notes to the financial statements

 

3.         MATERIAL ACCOUNTING POLICIES INFORMATION

Statement of Compliance and Basis of Preparation

The Group's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union ('EU') and effective at 31 December 2025 for all years presented as issued by the International Accounting Standards Board.

The financial statements of the parent company, Forgent plc (formerly EQTEC plc) have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union ('EU') effective at 31 December 2025 for all years presented as issued by the International Accounting Standards Board and Irish Statute comprising the Companies Act 2014.

The consolidated financial statements are prepared under the historical cost convention except for certain financial assets and financial liabilities which are measured at fair value. The principal accounting policies set out below have been applied consistently by the parent company and by all of the Company's subsidiaries to all years presented in these consolidated financial statements.

The financial statements are presented in euros and all values are not rounded, except when otherwise indicated.

Material Uncertainty Going Concern

The Group incurred a loss of €14,203,370 (2024: €19,418,024) during the financial year ended 31 December 2025 and had net current liabilities  of  €4,566,497 (2024: €1,789,578), accumulated deficit of €134,153,224 (2024: €119,836,008) and net liabilities of €7,032,275 (2024: net assets of €5,013,237) at 31 December 2025.

These financial statements have been prepared on a going concern basis. However, the Group, which is a technology-led energy transition company, has encountered a material uncertainty in its ability to continue as a going concern. The Group has continued to incur significant losses from its operations. During 2025 the Group experienced prolonged delays in securing sales contracts arising from delays in customers obtaining project funding due to the high risk of gasification technologies, the balance sheet of the Company and global economic volatility and policy shifts in renewable energy funding. These delays have severely impacted cash inflows and postponed revenue generation from existing and new customers. Whilst management has been successful in obtaining equity financing and restructuring existing debt, the Directors, who remain confident in the long-term viability of the updated business model, acknowledge that outcomes remain uncertain. As a result, while Directors believe it is reasonable to assume that actions can be taken such that the company has adequate resources for a period of 12 months from the date of approval of these financial statements, to continue operations and discharge their obligations as they fall due material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern.

The financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern.

Basis of consolidation

The Group financial statements consolidate those of the parent company and all of its subsidiaries as of 31 December 2025. All subsidiaries have a reporting date of 31 December.

All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a Group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.

Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the financial year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.  The carrying amount of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company.

When the Group loses control of a subsidiary, the gain or loss on disposal recognised in profit or loss is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as required/permitted by applicable IFRS Accounting Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 when applicable, or the cost on initial recognition of an investment in an associate or a joint venture.

Notes to the financial statements

 

3.              MATERIAL ACCOUNTING POLICIES INFORMATION - continued

Business combinations

The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred, and the equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values.

Step Acquisitions

Business combination achieved in stages is accounted for using acquisition method at acquisition date. The components of a business combination, including previously held investments are remeasured at fair value at acquisition date and a gain or loss is recognised in the consolidated statement of profit or loss.

Profit or loss from discontinued operations

A discontinued operation is a component of the Group that either has been disposed of or is classified as held for sale. Profit or loss from discontinued operations comprises the post-tax profit or loss of discontinued operations and the post-tax gain or loss resulting from the measurement and disposal of assets classified as held for sale (see also policy on non-current assets and liabilities classified as held for sale and discontinued operations below).

Investments in associates and joint ventures

Investments in associates and joint ventures are accounted for using the equity method. The carrying amount of the investment in associates and joint ventures is increased or decreased to recognise the Group's share of the profit or loss and other comprehensive income of the associate and joint venture, adjusted where necessary to ensure consistency with the accounting policies of the Group. When the Group's share of losses on an associate or a joint venture exceeds the Group's interest in that associate or joint venture (which includes any long-term interests that, in substance, form part of the Group's net investment in the associate or joint venture), the Group discontinues recognising its share of future losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.

Unrealised gains and losses on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group's interest in those entities. Where unrealised losses are eliminated, the underlying asset is also tested for impairment.

If there is objective evidence that the Group's net investment in an associate or joint venture is impaired, the requirements of IAS 36 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group's investment. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognised is not allocated to any asset, including goodwill that forms part of the carrying amount of the investment..

Investments in related undertaking

Advances paid to acquire investee shares are recognised at cost and will be reclassified to either to investments in associates and joint ventures or investments in subsidiaries, as applicable.

Investments in subsidiaries

Investments in subsidiaries in the Company's statement of financial position are measured at cost less accumulated impairment. When necessary, the entire carrying amount of the investment is tested for impairment by comparing its recoverable amount (higher of value in use and fair value less costs to sell) with its carrying amount, any impairment loss recognised forms part of the carrying amount of the investment.

Foreign currency translation

Functional and presentation currency

The consolidated financial statements are presented in Euro, which is also the functional and presentation currency of the parent company. The Group has subsidiaries in the United Kingdom, whose functional currency is the GBP £.

Foreign currency transactions and balances

Foreign currency transactions are translated into the functional currency of the respective Group entity, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary items denominated in foreign currency at year-end exchange rates are recognised in consolidated statement of profit or loss.

Non-monetary items are not retranslated at year-end and are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined.

Foreign operations

In the Group's financial statements, all assets, liabilities and transactions of Group entities with a functional currency other than Euro are translated into Euro upon consolidation. The functional currency of the entities in the Group has remained unchanged during the reporting financial year.

Notes to the financial statements

                

3.              MATERIAL ACCOUNTING POLICIES INFORMATION - continued

Foreign currency translation - continued

Foreign operations - continued

On consolidation, assets and liabilities have been translated into Euro at the closing rate at the reporting date. Goodwill and fair value adjustments arising on the acquisition of a foreign entity have been treated as assets and liabilities of the foreign entity and translated into Euro at the closing rate. Income and expenses have been translated into Euro at the average rate over the reporting financial year. Exchange differences are charged or credited to consolidated statements of other comprehensive income and recognised in the accumulated deficit reserve in equity. On disposal of a foreign operation, the related cumulative translation differences recognised in equity are reclassified to profit or loss and are recognised as part of the gain or loss on disposal. To the extent that foreign subsidiaries are not under the full control of the parent company, the relevant share of currency differences is allocated to the non-controlling interests.

Segment reporting

The Group has one operating segment: the technology sales segment. In identifying operating segments, management generally follows the Group's service lines representing its main products and services.

Each operating segment is managed separately as each requires different technologies, marketing approaches and other resources. All inter-segment transfers are carried out at arm's length prices based on prices charged to unrelated customers in standalone sales of identical goods or services.

For management purposes, the Group uses the same measurement policies as those used in its financial statements. In addition, corporate assets which are not directly attributable to the business activities of any operating segment are not allocated to a segment. This primarily applies to the Group's central administration costs and directors' salaries.

Revenue

Revenue arises from the rendering of services. Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or service to a customer.  To determine whether to recognise revenue, the Group follows a 5-step process:

1.        Identifying the contract with a customer;

2.        Identifying the performance obligations;

3.        Determining the transaction price;

4.        Allocating the transaction price to the performance obligations; and

5.        Recognising revenue when/as performance obligation(s) are satisfied.

The Group applies the revenue recognition criteria set out below to each separately identifiable component of the sales transaction. The consideration received from these multiple-component transactions is allocated to each separately identifiable component in proportion to its relative fair value. Revenue is recognised either at a point in time or over time, when the Group satisfies performance obligations by transferring the promised goods or services to its customers.

Rendering of services

The Group generates revenues from after-sales service and maintenance, consulting, and construction contracts for renewable energy systems. Consideration received for these services is initially deferred, included in other payables, and is recognised as revenue in the financial year when the performance obligation is satisfied. In recognising after-sales service and maintenance revenues, the Group determines the stage of completion by considering both the nature and timing of the services provided and its customer's pattern of consumption of those services, based on historical experience. Where the promised services are characterised by an indeterminate number of acts over a specified year of time, revenue is recognised over time.

Revenue from consulting services is recognised when the services are provided by reference to the contract's stage of completion at the reporting date in the same way as construction contracts for renewable energy systems described below.

Construction contracts for renewable energy systems

Construction contracts for renewable energy systems specify a fixed price for the design, development and installation of biomass systems. When the outcome can be assessed reliably, contract revenue and associated costs are recognised by reference to the stage of completion of the contract activity at the reporting date. Contract revenue is measured at the fair value of consideration received or receivable and recognised over time on a cost-to-cost method. When the Group cannot measure the outcome of a contract reliably, revenue is recognised only to the extent of contract costs that have been incurred and are recoverable. Contract costs are recognised in the financial year in which they are incurred. In either situation, when it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised immediately in consolidated statement of profit or loss.

A construction contract's stage of completion is assessed by management by comparing costs incurred to date with the total costs estimated for the contract (a procedure sometimes referred to as the cost-to-cost method). Only those costs that reflect work performed are included in costs incurred to date. The gross amount due from customers for contract work is presented within trade and other receivables for all contracts in progress for which costs incurred plus recognised profits (less recognised losses) exceeds progress billings. The gross amount due to customers for contract work is presented within other liabilities for all contracts in progress for which progress billings exceed costs incurred plus recognised profits (less recognised losses).

Interest and dividends

Interest income and expenses are reported on an accrual basis using the effective interest method. Dividends, other than those from investments in associates and joint ventures, are recognised at the time the right to receive payment is established.

Notes to the financial statements

                

3.              MATERIAL ACCOUNTING POLICIES INFORMATION - continued

Operating expenses

Operating expenses are recognised in consolidated statement of profit or loss upon utilisation of the service or as incurred. Expenditure for warranties is recognised when the Group incurs an obligation, which is typically when the related goods are sold.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

Goodwill

Goodwill represents the future economic benefits arising from a business combination that are not individually identified and separately recognised. Goodwill is carried at cost less accumulated impairment losses. Goodwill is not amortised but is reviewed for impairment at least annually. Refer below for a description of impairment testing procedures.

Non-controlling interests

Non-controlling interests that are present ownership interest and entitle their holders to a proportionate share of the entity's net assets in the event of a liquidation may be initially measured either at fair value of at the non-controlling interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets. Other types of non-controlling interests are measured at fair value, or, when applicable, on the basis specified in another IFRS Accounting Standard.

Property, plant and equipment

Property, plant and equipment are initially recognised at acquisition cost or manufacturing cost, including any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by the Group's management. Property, plant and equipment, are subsequently measured at cost less accumulated depreciation and impairment losses. Depreciation is recognised on a straight-line basis to write down the cost less estimated residual value of leasehold buildings. The following useful lives are applied:

• Leasehold buildings (Right-of-use assets): Determined by reference to the lease term

• Office equipment: 2-5 years

Material residual value estimates and estimates of useful life are updated as required, but at least annually. Gains or losses arising on the disposal of leasehold buildings are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognised in profit or loss within other income or other expenses.

Construction in progress is stated at cost less any accumulated impairment loss. Cost comprises direct costs of construction as well as interest expense and exchange differences capitalised during the year of construction and installation. Capitalisation of these costs ceases and the asset in course of construction is transferred to fixed assets when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided in respect of payments on account and asset in course of construction until it is fully completed and ready for its intended use. Construction in progress is derecognised upon disposal or when the asset is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the construction in progress (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which the asset is derecognised.

Leased assets

The Group as a lessee

The Group makes the use of leasing arrangements principally for the provision of the main office space. The rental contract for offices are typically negotiated for terms of between 3 and 10 years and some of these have extension terms. The Group does not enter into sale and leaseback arrangements. All the leases are negotiated on an individual basis and contain a wide variety of different terms and conditions such as purchase options and escalation clauses.

The Group assesses whether a contract is or contains a lease at inception of the contract. A lease conveys the right to direct the use and obtain substantially all of the economic benefits of an identified asset for a period of time in exchange for consideration. Some lease contracts contain both lease and non-lease components. The Group has elected to not separate its leases for offices into lease and non-lease components and instead accounts for these contracts as a single lease component.

Measurement and recognition of leases

At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the consolidated statement of financial position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).

The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist.

Notes to the financial statements

                

3.              MATERIAL ACCOUNTING POLICIES INFORMATION - continued

Leased assets - continued

Measurement and recognition of leases - continued

At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the Group's incremental borrowing rate because as the lease contracts are negotiated with third parties it is not possible to determine the interest rate that is implicit in the lease. The incremental borrowing rate is the estimated rate that the Group would have to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value. This rate is adjusted should the lessee entity have a different risk profile to that of the Group.

Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised. Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance costs. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability.

The lease liability is reassessed when there is a change in the lease payments. Changes in lease payments arising from a change in the lease term or a change in the assessment of an option to purchase a leased asset. The revised lease payments are discounted using the Group's incremental borrowing rate at the date of reassessment when the rate implicit in the lease cannot be readily determined. The amount of the remeasurement of the lease liability is reflected as an adjustment to the carrying amount of the right-of-use asset. The exception being when the carrying amount of the right-of-use asset has been reduced to zero then any excess is recognised in consolidated statement profit or loss.

Payments under leases can also change when there is either a change in the amounts expected to be paid under residual value guarantees or when future payments change through an index or a rate used to determine those payments, including changes in market rental rates following a market rent review. The lease liability is remeasured only when the adjustment to lease payments takes effect and the revised contractual payments for the remainder of the lease term are discounted using an unchanged discount rate. Except for where the change in lease payments results from a change in floating interest rates, in which case the discount rate is amended to reflect the change in interest rates.

The remeasurement of the lease liability is dealt with by a reduction in the carrying amount of the right-of-use asset to reflect the full or partial termination of the lease for lease modifications that reduce the scope of the lease. Any gain or loss relating to the partial or full termination of the lease is recognised in profit or loss. The right-of-use asset is adjusted for all other lease modifications.

The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in consolidated statement of profit or loss on a straight-line basis over the lease term.

On the consolidated statement of financial position, right-of-use assets have been included in property, plant and equipment and lease liabilities have been presented in separate lines therein.

Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. All finite-lived intangible assets, including patents, are accounted for using the cost model whereby capitalised costs are amortised on a straight-line basis over their estimated useful lives. Residual values and useful lives are reviewed at each reporting date The following useful lives are applied:

• Patents: 20 years

Impairment testing of goodwill, intangible assets and property, plant and equipment

For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment, and some are tested at cash-generating unit level. Goodwill is allocated to those cash-generating units that are expected to benefit from synergies of a related business combination and represent the lowest level within the Group at which management monitors goodwill. Cash-generating units to which goodwill has been allocated (determined by the Group's management as equivalent to its operating segments) are tested for impairment at least annually. All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset's (or cash-generating unit's) carrying amount exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use. To determine the value-in-use, management estimates expected future cash flows from each cash-generating unit and determines a suitable discount rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to the Group's latest approved budget, adjusted as necessary to exclude the effects of future reorganisations and asset enhancements. Discount factors are determined individually for each cash-generating unit and reflect current market assessments of the time value of money and asset-specific risk factors.

Impairment losses for cash-generating units reduce first the carrying amount of any goodwill allocated to that cash-generating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist.

Notes to the financial statements

                

3.              MATERIAL ACCOUNTING POLICIES INFORMATION - continued

Development assets

Development assets are stated at the lower of cost and net realisable value. Cost comprises direct materials and overheads that have been incurred in furthering the development of a project towards financial close, when project financing is in place so that the project undertaking can commence construction. Net realisable value represents the costs plus an estimated development premium to be earned on the costs at financial close of a project.

Financial instruments

Recognition, initial measurement and derecognition

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument and are measured initially at fair value adjusted for transaction costs, except for those carried at fair value through profit or loss which are measured initially at fair value, and trade receivables that do not contain a significant financing component, which are measured at the transaction price in accordance with IFRS 15. Subsequent measurement of financial assets and financial liabilities is described below.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires. If the Group issues equity instruments to a creditor to extinguish all or part of a financial liability, the Group recognises in profit or loss the difference between the carrying amount of the financial liability (or part thereof) extinguished and the measurement of the equity instruments issued.

Classification and subsequent measurement of financial assets

For the purpose of subsequent measurement financial assets, other than those designated and effective as hedging instruments, are classified into the following categories upon initial recognition:

•                 amortised cost

•                 fair value through profit or loss (FVTPL)

•                 fair value through other comprehensive income (FVOCI)

In the periods presented, the Group does not have any financial assets categorised as FVOCI.

The classification is determined by both:

·           the Group's business model for managing the financial asset; and

·           the contractual cash flow characteristics of the financial asset.

All income and expenses relating to financial assets that are recognised in consolidated statement of profit or loss are presented within finance costs or finance income, except for impairment of trade receivables which is presented within administrative expenses.

Financial assets at amortised cost and impairment

Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated at FVTPL):

·           they are held within the business model whose objective is to hold the financial asset and collect its contractual cash flows;

·           the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

After initial recognition, they are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Group and Company's cash and cash equivalents, trade and most other receivables fall into this category of financial instruments.

Financial assets as fair value through profit or loss (FVPTL)

Financial assets held within a different business model other than 'hold to collect and sell' are categorised at FVTPL. Further, irrespective of the business model used, financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at FVTPL.

This category contains equity investments. The Group accounts for the investment at FVTPL and did not make the irrevocable election to account for the investments at FVOCI. The fair value was determined in line with the requirements of IFRS13 'Fair Value Measurement'. Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this category are determined by reference to active markets transactions or using a valuation technique where no active market exists.

Impairment of financial assets

IFRS 9's impairment requirements use forward-looking information to recognise expected credit losses - the 'expected credit loss (ECL) model'. Instruments within the scope of the requirements included loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under IFRS 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss.

The Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Notes to the financial statements

                                             

3.              MATERIAL ACCOUNTING POLICIES INFORMATION - continued

Financial instruments - continued

Impairment of financial assets - continued

In applying this forward-looking approach, a distinction is made between:

• financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk ('Stage 1') and

• financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low ('Stage 2').

'Stage 3' would cover financial assets that have objective evidence of impairment at the reporting date.

'12-month expected credit losses' are recognised for the first category (ie Stage 1) while 'lifetime expected credit losses' are recognised for the second category (ie Stage 2).

Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument.

Trade and other receivables

The Group and Company makes use of a simplified approach in accounting for trade and other receivables and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses.

Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default. Receivables that are not considered to be individually impaired are reviewed for impairment in groups, which are determined by reference to the industry and region of the counterparty and other shared credit risk characteristics. The impairment loss estimate is then based on recent historical counterparty default rates for each identified group.

In measuring the expected credit losses, the trade receivables have been assessed on a collective basis as they possess shared credit risk characteristics. They have been grouped based on the days past due and also according to the geographical location of customers.

The expected loss rates are based on the payment profile for sales over the past 48 months before 31 December 2025 and 1 January respectively as well as the corresponding historical credit losses during that period. The historical rates are adjusted to reflect current and forward-looking macroeconomic factors affecting the customer's ability to settle the amount outstanding. The Group has identified gross domestic product (GDP) and unemployment rates in the countries in which the customers are domiciled to be the most relevant factors and accordingly adjusts historical loss rates for expected changes in these factors. However, given the short period exposed to credit risk, the impact of these macroeconomic factors has not been considered significant within the reporting period.

Classification and subsequent measurement of financial liabilities

The Group and Company's financial liabilities include borrowings, lease liabilities, trade and other payables and derivative financial instruments.

Financial liabilities are measured subsequently at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments). All interest-related charges and, if applicable, changes in an instrument's fair value that are reported in profit or loss are included within finance costs or finance income.

Fair values

For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: valuation techniques for which the lowest level of inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly

Level 3: valuation techniques for which the lowest level of inputs that have a significant effect on the recorded fair value are not based on observable market data

Income taxes

Tax expense recognised in consolidated statement of profit or loss comprises the sum of deferred tax and current tax not recognised in consolidated statement of other comprehensive income or directly in equity.

Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting financial year. Deferred income taxes are calculated using the liability method.

Deferred tax assets are recognised to the extent that it is probable that the underlying tax loss or deductible temporary difference will be utilised against future taxable income. This is assessed based on the Group's forecast of future operating results, adjusted for significant non-taxable income and expenses and specific limits on the use of any unused tax loss or credit.

Notes to the financial statements

                                             

3.              MATERIAL ACCOUNTING POLICIES INFORMATION - continued

Income taxes - continued

Deferred tax liabilities are generally recognised in full, although IAS 12 'Income Taxes' specifies limited exemptions. As a result of these exemptions the Group does not recognise deferred tax on temporary differences relating to goodwill, or to its investments in subsidiaries.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

Non-current assets and liabilities classified as held for sale and discontinued operations

Non-current assets classified as held for sale are presented separately and measured at the lower of their carrying amounts immediately prior to their classification as held for sale and their fair value less costs to sell. However, some held for sale assets such as financial assets or deferred tax assets, continue to be measured in accordance with the Group's relevant accounting policy for those assets. Once classified as held for sale, the assets are not subject to depreciation or amortisation. Any profit or loss arising from the sale or remeasurement of discontinued operations is presented as part of a single line item, profit or loss from discontinued operations (See also policy on profit or loss from discontinued operations above).

Equity, reserves and dividend payments

Share capital represents the nominal (par) value of shares that have been issued. Share premium includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.

Accumulated deficit includes all current and prior financial year retained losses. All transactions with owners of the parent are recorded separately within equity. Dividend distributions payable to equity shareholders are included in other liabilities when the dividends have been approved in a general meeting prior to the reporting date.

Share-based payments

All goods and services received in exchange for the grant of any share-based payment are measured at their fair values. The Company issues equity- settled share-based payments in the form of share options and warrants to certain Directors, employees and advisers.

Equity-settled share-based payments are made in settlement of professional and other costs. These payments are measured at the fair value of the services provided which will normally equate to the invoiced fees and charged to the consolidated statement of profit or loss, share premium account or are capitalised according to the nature of the fees incurred.

Where employees are rewarded using share-based payments, the fair value of employees' services is determined indirectly by reference to the fair value of the equity instruments granted. This fair value is appraised at the grant date and excludes the impact of non-market vesting conditions (for example profitability and sales growth targets and performance conditions). Fair value is estimated using the Black-Scholes valuation model. The expected life used in the model has been adjusted on the basis of management's best estimate for the effects of non- transferability, exercise restrictions and behavioural considerations. All share-based remuneration is ultimately recognised as an expense in profit or loss with a corresponding credit to retained earnings. If vesting years or other vesting conditions apply, the expense is allocated over the vesting year, based on the best available estimate of the number of share options expected to vest.

Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any adjustment to cumulative share-based compensation resulting from a revision is recognised in the current financial year. The number of vested options ultimately exercised by holders does not impact the expense recorded in any financial year. Upon exercise of share options, the proceeds received, net of any directly attributable transaction costs, are allocated to share capital up to the nominal (or par) value of the shares issued with any excess being recorded as share premium.

Warrants

Share warrants issued to shareholders in connection with share capital issues are measured at fair value at the date of issue and treated as a separate component of equity, in Other Reserves. Fair value is determined at the grant date and is estimated using the Black-Scholes valuation model. Share warrants issued separately to Directors, employees and advisers are accounted for in accordance with the policy on share-based payments.

Post-employment benefit plans

The Group provides post-employment benefit plans through various defined contribution plans.

Defined contribution plans

The Group pays fixed contributions into independent entities in relation to several retirement plans and insurances for individual employees. The Group has no legal or constructive obligations to pay contributions in addition to its fixed contributions, which are recognised as an expense in the period that related employee services are received.

Short-term employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service. Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

Notes to the financial statements

                                             

3.              MATERIAL ACCOUNTING POLICIES INFORMATION - continued

Provisions, contingent assets and contingent liabilities

Provisions for legal disputes, onerous contracts or other claims are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic resources will be required from the Group and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain.

Restructuring provisions are recognised only if a detailed formal plan for the restructuring exists and management has either communicated the plan's main features to those affected or started implementation. Provisions are not recognised for future operating losses.

Any reimbursement that the Group is virtually certain to collect from a third party with respect to the obligation is recognised as a separate asset. However, this asset may not exceed the amount of the related provision.

No liability is recognised if an outflow of economic resources as a result of present obligations is not probable. Such situations are disclosed as contingent liabilities unless the outflow of resources is remote.

Government Grants

Government grants are not recognised until there is reasonable assurance that the group will comply with the conditions attaching to them and that the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the group recognises as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the group should purchase, construct or otherwise acquire non-current assets (including property, plant and equipment) are recognised as deferred income in the consolidated statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the group with no future related costs are recognised in profit or loss in the period in which they become receivable.

4.          Significant management judgement in applying accounting policies and estimation uncertainty

When preparing the financial statements, management makes a number of judgements, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses.

Significant management judgements

The following are significant management judgements in applying the accounting policies of the Group that have the most significant effect on the financial statements.

Going concern

As described in the basis of preparation and going concern in Note 3 above, the validity of the going concern basis is dependent upon the achievement of management forecasts taking account of a rational judgement of the level of inherent risk and market conditions. After undertaking the assessments and considering the uncertainties set out above the Directors have encountered a material uncertainty in the Group's ability to continue as a going concern. The Group has continued to incur significant losses from its operations. During 2025 the Group continued to experience prolonged delays in finalising and invoicing sales contracts arising from delays in customers obtaining project funding due the challenging nature and risk of gasification technology globally, global economic volatility and policy shifts in renewable energy funding. These delays have severely impacted cash inflows and postponed revenue generation from existing and new customers. Whilst management has been successful in obtaining equity financing and restructuring existing debt, the Directors, who remain confident in the long-term viability of the updated business model, acknowledge that outcomes remain uncertain. As a result, material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern.

The financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company not continue as a going concern.

Control assessment in a business combination.

As disclosed in Note 19, the Group owns 50.02% of the voting rights in Newry Biomass Limited. One other company owns the remaining voting rights. Management continually reassesses its involvement in Newry Biomass Limited in accordance with IFRS 10's control definition and guidance and has concluded that, based on its sufficiently dominant voting interests to direct its activities, it has control of Newry Biomass Limited.

As disclosed in Note 19, the Group owns 100% of the shares in Biogaz Gardanne SAS. Biogaz Gardanne SAS was created to fulfil a narrow, specific purpose which was to fulfil the objectives of the French government. Management continually assesses its involvement in Biogaz Gardanne SAS in accordance with IFRS 10's control definition and guidance and has concluded that, based on the fact that control over the activities of the company is driven by the French government, it does not have control over Biogaz Gardanne SAS and that the investment should be accounted for as an unconsolidated structured entity.

Interests in joint ventures

The Group holds 50.1% of the share capital of EQTEC Synergy Projects Limited but this entity is considered to be a joint venture as decisions about the relevant activities requires the unanimous consent of both the Group and the joint venture partner. The three subsidiaries of EQTEC Synergy Projects Limited are also considered to be joint ventures of the Group (See Note 20).

Notes to the financial statements

                                             

4.              Significant management judgement in applying accounting policies and estimation uncertainty - Continued

Interests in joint ventures - continued

The Group holds 49% of the share capital of Synergy Karlovac d.o.o. and Synergy Belisce d.o.o. However, these entities are considered to be a joint venture of the Group as decisions about the relevant activities requires the unanimous consent of both the Group and the joint venture partner.

Revenue

As revenue from construction contracts is recognised over time, the amount of revenue recognised in a reporting period depends on the extent to which the performance obligation has been satisfied. It also requires significant judgment in determining the estimated costs required to complete the promised work when applying the cost-to-cost method.

Deferred tax assets

Deferred tax is recognised based on differences between the carrying value of assets and liabilities and the tax value of assets and liabilities. Deferred tax assets are only recognised to the extent that the Group estimates that future taxable profits will be available to offset them. The Group and Company has not recognised any deferred tax assets in the current or prior financial years.

Estimation uncertainty

Information about estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses is provided below. Actual results may be substantially different.

Impairment of goodwill and non-financial assets

Determining whether goodwill and non-financial assets are impaired requires an estimation of the value in use of the cash generating units to which the assets have been allocated. The value in use calculation requires the directors to estimate the future cash flows to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Where the actual cash flows are less than expected, a material impairment may arise. The total property, plant and equipment impairment charges during the financial year as included in Note 17 amounted to €286,535 (2024: €Nil), while the impairment for goodwill during the financial year as included in Note 18 amounted to €8,000,000 (2024: €2,000,000).

Provision for impairment of equity-accounted investments - Group

Determining whether the carrying value of Group's equity-accounted investments has been impaired requires an estimation of the value in use of the investment in associated undertakings and joint venture vehicles. The value in use calculation requires the directors to estimate the future cash flows expected to arrive from these vehicles and a suitable discount rate in order to calculate present value. After reviewing these calculations, the directors are satisfied that a net impairment cost of €1,991,540 (2024: €5,361,520) be recognised in the Group accounts of Forgent plc (formerly EQTEC plc). Details on equity-accounted investments can be found in note 20.

Provision for impairment of investment in subsidiaries - Company

Determining whether the carrying value of the Company's investment in subsidiaries has been impaired requires an estimation of the value in use of the investment in subsidiaries. The value in use calculation requires the directors to estimate the future cash flows expected to arrive from these vehicles and a suitable discount rate in order to calculate present value. After reviewing these calculations, the directors are satisfied that a net impairment cost of €4,797,112 (2024: €11,357,166) be recognised in the Company accounts of Forgent plc (formerly EQTEC plc). Details on investment in subsidiaries can be found in note 19.

Useful lives and residual values of intangible assets

Intangible assets are amortised over their useful lives taking into account, where appropriate, residual values. Assessment of useful lives and residual values are performed annually, taking into account factors such as technological innovation, market information and management considerations. In assessing the residual value of an asset, its remaining life, projected disposal value and future market conditions are taken into account. Detail on intangible assets can be found in note 18.

Provision for impairment of financial assets

Determining whether the carrying value of Group's financial assets has been impaired requires an estimation of the value in use of the financial assets. The value in use calculation requires the directors to estimate the future cash flows expected to arrive from these vehicles and a suitable discount rate in order to calculate present value. After reviewing these calculations, the directors are satisfied that a reversal of impairment cost of €15,418 (2024: reversal of impairment costs of €34,529) be recognised in the Group accounts of Forgent plc (formerly EQTEC plc). Details on financial assets can be found in Note 21.

Allowances for impairment of trade receivables

The Group estimates the allowance for doubtful trade receivables based on assessment of specific accounts where the Group has objective evidence comprising default in payment terms or significant financial difficulty that certain customers are unable to meet their financial obligations.  In these cases, judgment used was based on the best available facts and circumstances including but not limited to, the length of relationship. The Group and Company measure expected credit losses of a financial instrument in a way that reflects an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes, the time value of money and information about past events, current conditions and forecasts of future economic conditions. When measuring ECL the Group and Company use reasonable and supportable forward-looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other. At 31 December 2025, provisions for doubtful debts amounted to €4,622,525 which represents 97% of trade receivables at that date (2024: €7,141,075- 99%) (see note 24).

notes to the financial statements

     

4.              SIGNIFICANT MANAGEMENT JUDGEMENT IN APPLYING ACCOUNTING POLICIES AND ESTIMATION UNCERTAINTY - continued

Share based payments and warrants

The calculation of the fair value of equity-settled share-based awards and warrants issued in connection with share issues and the resulting charge to the consolidated statement of profit or loss or share-based payment reserve requires assumptions to be made regarding future events and market conditions. These assumptions include the future volatility of the Company's share price. These assumptions are then applied to a recognised valuation model in order to calculate the fair value of the awards at the date of grant (See Note 27).

Estimating impairment of development assets

Management estimates the net realisable values of development assets, taking into account the most reliable evidence available at each reporting date. The future realisation of these development assets may be affected by market-driven changes that may reduce future prices/premiums (See Note 23). After reviewing the development assets, the directors are satisfied that a net impairment cost of €48,336 (2024: €120,152) be recognised in the Group accounts of Forgent plc (formerly EQTEC plc).

5.              FINANCIAL RISK MANAGEMENT

Financial risk management objectives and policies

The Group and Company's activities expose it to a variety of financial risks: credit risk, liquidity risk, interest rate risk and foreign currency exchange risk.

The Group and Company's financial risk management programme aims to manage the Group's exposure to the aforementioned risks in order to minimise the potential adverse effects on the financial performance of the Group and Company. The Group and Company seeks to minimise the effects of these risks by monitoring the working capital position, cash flows and interest rate exposure of the Group and Company. There is close involvement by members of the Board of Directors in the day-to-day running of the business.

Many of the Group and Company's transactions are carried out in Pounds Sterling.

Credit risk

Credit risk is the risk that a counterparty fails to discharge an obligation to the Group and Company. The Group and Company is exposed to credit risk from financial assets including cash and cash equivalents held at banks, trade and other receivables and loans receivable from project development undertakings.

The Group's maximum exposure to credit risk is represented by the balance sheet amount of each financial asset:

	2025	2024
	€	€
Trade and other receivables (Note 24)	521,672	347,207
Cash and cash equivalents (Note 26)	16,355	306,933

The Company's maximum exposure to credit risk is represented by the balance sheet amount of each financial asset:

	2025	2024
	€	€
Trade and other receivables (Note 24)	323,566	184,969
Cash and cash equivalents (Note 26)	11,023	197,353

The Group and Company's credit risk is primarily attributable to its loans receivable from project development undertakings and trade and other receivables.

The Group has adopted procedures in extending credit terms to customers and in monitoring its credit risk.  The Group's exposure to credit risk arises from defaulting customers, with a maximum exposure equal to the carrying amount of the related receivables. Provisions are made for impairment of trade receivables when there is default of payment terms and significant financial difficulty. On-going credit evaluation is performed on the financial condition of accounts receivable at operating unit level at least on a monthly basis.

The Group does not have significant risk exposure to any single counterparty or any group of counterparties having similar characteristics. The Group defines counterparties as having similar characteristics if they are related parties. Concentration of credit risk related to the above companies did not exceed 20% of gross monetary assets at any time during the year. Concentration of credit risk to any other counterparty did not exceed 5% of gross monetary assets at any time during the financial year.

Exposure to credit risk on cash deposits and liquid funds is monitored by directors. Cash held on deposit is with financial institutions in the a3 rating category of Moody's (2024: baa1). The directors are of the opinion that the likelihood of default by any other counter party leading to material loss is minimal. The reconciliation of loss allowance is included in Note 24.

Liquidity risk

The Group and Company's liquidity is managed by ensuring that sufficient facilities are available for the Group and Company's operations from diverse funding sources. The Group uses cash flow forecasts to regularly monitor the funding requirements of the Group. The Group's operations are funded by cash generated from financing activities, borrowings from banks and investors and proceeds from the issuance of ordinary share capital.

Notes to the financial statements

                                                              

5.              FINANCIAL RISK MANAGEMENT - continued

Liquidity risk - Continued

The table below details the maturity of the Group's contracted liabilities as at 31 December 2025:

		Up to 1 year	1 - 5 years	After 5 years	Total
	Notes	€	€	€	€
Trade and other payables	31	2,598,914	-	-	2,598,914
Borrowings	29	2,537,318	4,434,348	-	6,971,666
		5,136,232	4,434,348	-	9,570,580

The table below details the maturity of the Group's liabilities as at 31 December 2024:

		Up to 1 year	1 - 5 years	After 5 years	Total
	Notes	€	€	€	€
Trade and other payables	31	2,059,708	-	-	2,059,708
Borrowings	29	830,428	6,163,840	-	6,994,268
		2,890,136	6,163,840	-	9,053,976

Refer to Notes 29 and 31 for the outstanding balance.

       Interest rate risk

The primary source of the Group's interest rate risk relates to bank loans and other debt instruments while the Company's interest rate risk relates to debt instruments. The interest rates on these liabilities are disclosed in Note 29.  

The Group's bank borrowings and other debt instruments amounted to €6,893,806 and €6,208,393 in 31 December 2025 and 31 December 2024, respectively.  The Company's bank borrowings and debt instruments amounted to €6,777,278 and €6,165,250  in 31 December 2025 and 31 December 2024, respectively. 

The interest rate risk is managed by the Group and Company by maintaining an appropriate mix of fixed and floating rate borrowings. The Group does not engage in hedging activities. Bank borrowings and certain debt instruments are arranged at floating rates which are mainly based upon EURIBOR and the prime lending rate of financial institutions thus exposing the Group to cash flow interest rate risk. The other remaining debt instruments were arranged at fixed interest rates and expose the Group to a fixed cash outflow.

These bank borrowings and debt instruments are mostly medium-term to long-term in nature. Interest rates on loans received from investors and shareholders are fixed in some cases while others are a fixed percentage greater than current prime lending rates.  'Medium-term' refers to bank borrowings and debt instruments repayable between 2 and 5 years and 'long-term' to bank borrowings repayable after more than 5 years.

The sensitivity analysis below has been determined based on the exposure to interest rates for non-derivative instruments at the end of the reporting financial year. For floating rate liabilities, the analysis is prepared assuming that the amount of the liability outstanding at the end of the financial year was outstanding for the whole year. A 50-basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible changes in interest rates.

If interest rates have been 50 basis points higher/lower and all other variables were held constant, the Group's loss for the financial year ended 31 December 2025 would increase/decrease by €Nil (2024: €Nil) with a corresponding decrease/increase in equity.

The Group's sensitivity to interest rates has decreased as a result of the offset of the bank overdraft against cash balances in the year.

Foreign exchange risk

The Group and Company is mainly exposed to future changes in the Sterling and the US Dollar relative to the Euro. These risks are managed by monthly review of Sterling and US Dollar denominated monetary assets and monetary liabilities and assessment of the potential exchange rate fluctuation exposure. The Group and Company's exposure to foreign exchange risk is not actively managed. Management will reassess their strategy to foreign exchange risk in the future.

The carrying amount of the Group's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting financial year are as follows:

	Liabilities		Assets
	2025 €	2024 €	2025 €	2024 €
Sterling	7,249,905	6,472,413	59,812	565,225
US Dollar	-	-	867	2,853

Notes to the financial statements

                                                              

5.              FINANCIAL RISK MANAGEMENT - continued

       Foreign exchange risk (continued)

The carrying amount of the Company's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting financial year are as follows:

	Liabilities		Assets
	2025 €	2024 €	2025 €	2024 €
Sterling	7,157,399	6,241,213	55,186	527,861
US Dollar	-	-	867	2,853

The following table details the Group and Company's sensitivity to a 10% increase and decrease in the Euro against the relevant foreign currencies. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 10% change in foreign currency rates. The sensitivity analysis includes external loans as well as loans to foreign operations within the Group where the denomination of the loan is in the currency other than the currency of the lender or the borrower. A positive number below indicates an increase in profit where the Euro strengthens 10% against the relevant currency. For a 10% weakening of the Euro against the relative currency, there would be a comparable impact on the loss, and the balances below will be negative.

	Group		Company
	2025 €	2024 €	31 Dec 2025 €	31 Dec 2024 €
Sterling Impact: Profit and loss/equity	726,272	596,686	717,395	577,106
US Dollar Impact: Profit & Loss/Equity	88	288	88	288

The Group and Company's sensitivity to foreign currency has increased during the current financial year mainly due to the receipt of loans and equity for sterling in the financial year.

Market risk

The Group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates, which are detailed above. There has been no change to the Group's exposure to market risks or the manner in which it manages and measures the risk.

6.              CAPITAL MANAGEMENT POLICIES AND PROCEDURES

The Group manages its capital to ensure that the Group is able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance.

The capital structure of the company consists of financial liabilities, cash and cash equivalents and equity attributable to the equity holders of the parent company.

The Group's management reviews the capital structure on a yearly basis.  As part of the review, management considers the cost of capital and risks associated with it. The Group's overall strategy on capital risk management is to continue to improve the ratio of debt to equity.

The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31 December 2025 and 2024.

The gearing ratio of the Group for the financial year presented is as follows:

	31 Dec 2025	31 Dec 2024
	€	€
Borrowings	6,893,806	6,208,393
Lease liabilities	150,116	419,926
Cash and cash equivalents	(16,355)	(306,933)
Net debt	7,027,567	6,321,386
Equity attributable to the owners of the company	(4,742,440)	7,429,908
Net debt to equity ratio	(148%)	85%

 Notes to the financial statements

                                                              

7.              SEGMENT INFORMATION

Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance focuses on the products and services sold to customers. The Group's reportable segments under IFRS 8 Operating Segments are as follows:

Technology Sales: Being the sale of Gasification Technology and associated Engineering and Design Services.

The chief operating decision maker is the Chief Executive Officer. Information regarding the Group's current reportable segment is presented below. The following is an analysis of the Group's revenue and results from continuing operations by reportable segment:

	Segment Revenue		Segment Profit/(Loss)
	2025	2024	2025	2024
	€	€	€	€
Technology Sales	1,008,389	2,201,547	(1,400,480)	(925,433)
Total from continuing operations	1,008,389	2,201,547	(1,400,480)	(925,433)
Central administration costs and directors' salaries			(1,679,474)	(2,435,972)
Other income			12,794	12,527
Other gains			-	26,497
Change in fair value of financial investments			-	-
Foreign currency gains/(losses)			277,531	(273,859)
Share of results from equity accounted investments			-	(52,346)
Reversal of Impairment of other investments			15,418	34,529
Gain arising from sale of investments			-	219,786
Gain on derecognition of tangible assets			10,731	-
Impairment of equity-accounted investments			(1,991,540)	(5,361,520)
Impairment of tangible assets			(286,535)	-
Impairment of development assets			(8,514)	(120,152)
Impairment of goodwill			(8,000,000)	(2,000,000)
Impairment of trade and other receivables			(70,500)	(6,302,736)
Finance income			-	107,523
Finance costs			(1,079,995)	(2,338,695)
Loss before taxation (continuing operations)			(14,200,564)	(19,409,851)

Revenue reported above represents revenue generated from associated companies, jointly controlled entities, unconsolidated structured entities and external customers. Inter-segment sales for the financial year amounted to €Nil (2024: €Nil). Included in revenues in the Technology Sales Segment are revenues of €137,307 (2024: €496,981) which arose from sales to associate undertakings, joint ventures and unconsolidated structured entities of Forgent plc (formerly EQTEC plc). This represents 23% (2024: 44%) of total revenues in the financial year. A breakdown of the turnover by associated undertaking, joint venture and unconsolidated structured entity is set out in Note 33 Related Party Transactions.

The accounting policies of the reportable segments are the same as the Group's accounting policies described in Note 3. Segment profit or loss represents the profit or loss earned by each segment without allocation of central administration costs and directors' salaries, other operating income, share of profit or loss of jointly controlled entities, profit on disposal of jointly controlled entities, interest costs, interest income and income tax expense. This is the measure reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.

Other segment information:

	Depreciation and amortisation		Additions to non-current assets
	2025	2024	2025	2024
	€	€	€	€
Technology sales	75,970	113,554	164,627	12,503
Head Office	204,499	241,160	298,847	7,373
	280,469	354,714	463,474	19,876

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

Notes to the financial statements

                                             

7.        SEGMENT INFORMATION - continued

	Revenue from Associates and External Customers		Non-current assets*
	2025	2024	2025	2024
	€	€	€	€
Republic of Ireland	-	-	-	-
EU	520,082	1,643,315	2,084,103	2,381,840
United States of America	489,307	558,232	-	-
United Kingdom	-	-	-	82,612
	1,009,389	2,201,547	2,084,103	2,464,452

*Non-current assets excluding goodwill, financial instruments, deferred tax and investment in jointly controlled entities and associates.

The management information provided to the chief operating decision maker does not include an analysis by reportable segment of assets and liabilities and accordingly no analysis by reportable segment of total assets or total liabilities is disclosed.

8.              REVENUE

An analysis of the Group's revenue for the financial year (excluding interest revenue), from continuing operations, is as follows:

			2025	2024
			€	€
Revenue from technology sales			1,008,389	2,201,547
The Group's Revenue for 2025 and 2024 are all derived from services transferred at a point in time. The Group's Revenue for 2025 and 2024 disaggregated by primary geographical units is disclosed in Note 7 above.

9.              OTHER INCOME

			2025	2024
			€	€
Other income			12,794	12,527

10.	FINANCE COSTS AND INCOME
				2025			2024
	Finance Costs			€			€
	Interest on loans, bank facilities and overdrafts			1,063,353			2,317,759
	Interest expense for leasing arrangements			8,759			16,065
	Other interest			7,883			4,871
				1,079,995			2,338,695
	Finance Income
	Interest receivable on loans advanced			-		107,523

11.           OTHER GAINS

			2025	2024
			€	€
Gain on debt for equity swap			-	26,497

During the financial year the Group extinguished some of its financial liabilities by issuing equity instruments. In accordance with IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments, the gain recognised on these transactions was €Nil (2024: €26,497).

Notes to the financial statements

                                                    

12.	EMPLOYEE DATA	2025		2024
		€		€
	The aggregate payroll costs of employees (including executive directors) in the Group were as follows:
	Salaries	1,241,594		1,810,218
	Social insurance costs	275,476		388,022
	Pension costs - defined contribution plans	5,509		28,456
	Private health insurance and other insurance costs	16,980		34,440
		1,539,559		2,261,136
		No.			No.
	Average number of employees (including executive directors)	17			23

Company

Average number of employees (including executive directors)

2

3

Capitalised employee costs in the financial year amounted to €Nil (2024 €Nil).

13.		LOSS BEFORE TAXATION	2025		2024
			€		€
		Loss before taxation on continuing operations is stated after charging/(crediting):
		Depreciation of property, plant and equipment (Note 17)	169,041		229,381
		Correction of depreciation of prior years	(13,904)		-
		Amortisation of intangible assets (Note 18)	125,332		125,333
		Redundancies	200,000		-
		Losses on foreign exchange	277,531		273,859
		Directors' remuneration:              for services as directors	137,618		124,198
		(Note 33).                                          for salaries as management	271,585		539,288
		Fees for management	221,203		133,888
		Pension costs	-		16,499
				2025		2024
				€		€
	Auditor's remuneration:
	Audit of Group accounts			60,000		105,000
	Tax advisory services			13,500		15,000
				73,500		120,000
14.    SIGNIFICANT TRANSACTIONS				2025		2024
				€		€
Impairment of investment (Note (a))				1,991,540		5,361,520
Reversal of impairment of other investments (Note (b))				(15,418)		(34,529)
Impairment of tangible assets (Note (c))				286,535		-
Gain on derecognition of tangible assets				(10,731)		-
Impairment of development assets (Note (d))				8,514		120,152
Impairment of goodwill (Note (e))				8,000,000		2,000,000
Impairment of trade and other receivables (Note (f))				70,500		6,302,736
Gain arising on sale of investments (Note (b))				-		(219,786)

a)        Please see note 20 for further details

b)       Please see notes 21 for further details

c)        Please see note 17 for further details

d)       Please see note 23 for further details

e)        Please see note 18 for further details

f)         Please see note 24 for further details

Notes to the financial statements

                                                                   

15.		INCOME TAX		2025	2024
				€	€
		Income tax expense comprises:
		Current tax expense		-	-
		Deferred tax credit		-	-
		Adjustment for prior financial years		2,806	8,173
		Tax expense		2,806	8,173
		The charge for the year can be reconciled to the profit before tax as follows:
			2025			2024
			€			€
	Loss before taxation		(14,200,564)			(19,409,851)
	Applicable tax 12.50% (2024: 12.50%)		(1,775,071)			(2,426,231)
	Effects of:
	Amortisation & depreciation in excess of capital allowances		35,059			44,339
	Expenses not deductible for tax purposes		1,281,491			885,089
	Losses carried forward		458,521			1,496,803
			-			-
	Adjustment for prior financial years		2,806			8,173
	Actual tax expense		2,806			8,173
	The tax rate used for the reconciliation above is the corporate rate of 12.5% payable by corporate entities in Ireland on taxable profits under tax law in that jurisdiction.

Notes to the financial statements

                                                    

16.	LOSS PER SHARE	2025	2024
		€ per share	€ per share
	Basic loss per share
	From continuing operations	(0.023)	(0.068)
	Total basic loss per share	(0.023)	(0.068)
	Diluted loss per share
	From continuing operations	(0.023)	(0.068)
	Total diluted loss per share	(0.023)	(0.068)

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

		2025			2024
		€			€
	Loss for financial year attributable to equity holders of the parent	(14,203,350)		(19,418,006)
	Losses used in the calculation of basic loss per share from continuing operations	(14,203,350)		(19,418,006)
		No.		No.
	Weighted average number of ordinary shares for
	the purposes of basic loss per share	606,570,920		286,013,613
	Weighted average number of ordinary shares for
	the purposes of diluted loss per share	606,570,920		286,013,613

Dilutive and anti-dilutive potential ordinary shares

The following potential ordinary shares were excluded in the diluted earnings per share calculation as they were anti-dilutive.

		2025		2024
	Share warrants in issue	116,533,981		57,290,827
	Share options in issue	673,045		673,045
	LTIP options in issue	2,116,938		2,116,938
	Convertible loans	9,041,044,576		1,222,271,331
	Total anti-dilutive shares	9,160,368,540		1,282,352,141

Details of share warrants and share options in issue outstanding at year-end are set out in Note 27.

                   Events after the year-end

As disclosed in Note 34, 122,549,020 shares were issued on 14 January 2026 as part of a debt conversion. If these shares were in issue prior to 31 December 2025, they would have affected the calculation of the weighted average number of shares in issue for the purposes of calculating both the basic and diluted loss per share by 10,212,418 (assuming the shares were issued in December 2025).

As disclosed in Note 34, 6,938,057,857 shares were issued on 16 February 2026 as part of a share placing, debt restructuring, acquisition of project and settlement of creditor liabilities. If these shares were in issue prior to 31 December 2025, they would have affected the calculation of the weighted average number of shares in issue for the purposes of calculating both the basic and diluted loss per share by 578,171,488 (assuming the shares were issued in December 2025).

As disclosed in Note 34, 470,588,235 shares were issued on 23 February 2026 as part of a debt conversion. If these shares were in issue prior to 31 December 2025, they would have affected the calculation of the weighted average number of shares in issue for the purposes of calculating both the basic and diluted loss per share by 39,215,686 shares (assuming the shares were issued in December 2025).

disclosed in Note 34, 16,911,444,879 shares were issued on 18 May 2026 as part of a share placing, debt restructuring, acquisition of project and settlement of creditor liabilities. If these shares were in issue prior to 31 December 2025, they would have affected the calculation of the weighted average number of shares in issue for the purposes of calculating both the basic and diluted loss per share by 1,409,287,073 shares (assuming the shares were issued in December 2025).

As disclosed in Note 34, 382,306,667 shares were issued on 8 June 2026 as part of an acquisition of a project option and settlement of creditor liabilities. If these shares were in issue prior to 31 December 2025, they would have affected the calculation of the weighted average number of shares in issue for the purposes of calculating both the basic and diluted loss per share by 31,858,889 shares (assuming the shares were issued in December 2025).

Notes to the financial statements

                       

17.		PROPERTY, PLANT AND EQUIPMENT
					Right of Use Assets		Office equipment	Share of asset	Total
	Group				€		€	€	€
	Cost
	At 1 January 2024				707,388		98,806	-	806,194
	Additions				19,876		-	-	19,876
	Exchange differences				10,309		-	-	10,309
	At 31 December 2024				737,573		98,806	-	836,379
	Additions				164,627		-	298,847	463,474
	Derecognition of assets on cessation of lease				(729,438)		-	-	(729,438)
	Exchange differences				(15,203)		-	(12,312)	(27,515)
	At 31 December 2025				157,559		98,806	286,535	542,900
	Accumulated depreciation
	At 1 January 2024				110,155		80,405	-	190,560
	Charge for the financial year				217,355		12,026	-	229,381
	Exchange differences				4,061		-	-	4,061
	At 31 December 2024				331,571		92,431	-	424,002
	Charge for the financial year				159,067		9,974	-	169,041
	Correction of prior years				-		(13,904)	-	(13,904)
	Impairment of asset				-		-	286,535	286,535
	Derecognition of assets on cessation of lease				(467,646)		-	-	(467,646)
	Exchange differences				(12,488)		-	-	(12,488)
	At 31 December 2025				10,504		88,501	286,535	385,540
	Carrying amount
	At 31 December 2024				406,002		6,375	-	412,377
	At 31 December 2025				147,055		10,305	-	157,360

The addition of €298,847 in the category "Share of Asset"represents the acquisition of a 10% interest in a mobile Containerised Syngas to Liquid Fuels Pilot Plant. The directors have felt it prudent to fully impair this asset at year-end.

Included in the net carrying amount of property, plant and equipment are right-of-use assets as follows:

			2025		2024
			€		€
Leasehold buildings				147,055		406,022
		Office Equipment		Share of Asset		Total
Company		€		€		€
Cost
At 1 January 2024 and as at 31 December 2024		1,233		-		1,233
Additions		-		298,847		298,847
Exchange differences		-		(12,312)		(12,312)
As at 31 December 2025		1,233		286,535		287,768
Accumulated depreciation
At 1 January 2024 and as at 31 December 2024		1,233		-		1,233
Impairment		-		286,535		286,535
As at 31 December 2025		1,233		286,535		287,768
Carrying amount
At 1 January 2025		-		-		-
At 31 December 2025		-		-		-

Notes to the financial statements

                       

18.	INTANGIBLE ASSETS
	Group			Goodwill	Other intangibles		Patents		Total
	Cost			€	€		€		€
	As at 1 January 2024, as at 31 December 2024 and as at 31 December 2025			16,710,497	7,300		2,492,059		19,209,856
	Amortisation and Impairment As at 1 January 2024			6,710,497	61		321,890		7,032,448
	Amortisation			-	730		124,603		125,333
	Impairment			2,000,000	-		-		2,000,000
	As at 31 December 2024			8,710,497	791		446,493		9,157,781
	Amortisation			-	729		124,603		125,332
	Impairment			8,000,000	-		-		8,000,000
	As at 31 December 2025			16,710,497	1,520		571,096		17,283,113
	Carrying value
	As at 31 December 2024			8,000,000	6,509		2,045,566		10,052,075
	As at 31 December 2025			-	5,780		1,920,963		1,926,743

Company				Patents	Total
Cost				€	€
As at 1 January 2024, as at 31 December 2024 and as at 31 December 2025				2,492,059	2,492,059
Amortisation and Impairment As at 1 January 2024				321,890	321,890
Amortisation				124,603	124,603
As at 31 December 2024				446,493	446,493
Amortisation				124,603	124,603
As at 31 December 2025				571,096	571,096
Carrying value
As at 31 December 2024				2,045,566	2,045,566
As at 31 December 2025				1,920,963	1,920,963

Patents

Patent are amortised over their estimated useful lives, which is on average 20 years. The average remaining amortisation period for these patents is 16.4 years (2024: 17.4 years).

                   Goodwill

                   Cash-generating units

Goodwill acquired in business combinations is allocated, at acquisition, to the cash-generating units (CGUs) that are expected to benefit from that business combination. A CGU is the smallest identifiable group of assets that generate cash inflows that are largely independent of the cash inflows from other assets or group of assets. The CGU represent the lowest level within the Group at which the associated goodwill is assessed for internal management purposes and are not larger than the operating segments determined in accordance with IFRS 8 Operating Segments. One CGU (2024: 1) has been identified and this is associated with the Technology Sales Segment. The carrying value of the goodwill within the Technology Sales Segment is €Nil (2024: €8,000,000).

In accordance with IAS 36 Impairment of Assets, the CGU to which goodwill has been allocated is as follows:

	2025		2024
	€		€
Eqtec Iberia SLU		-	8,000,000

For the purpose of impairment testing, the discount rates applied to this CGU was 12.42% (2024: 12.00%).

Notes to the financial statements

                       

18.

INTANGIBLE ASSETS - continued

                        Annual test for impairment

Goodwill acquired through business combinations has been allocated to the above CGU for the purpose of impairment testing. Impairment of goodwill occurs when the carrying value of the CGU is greater than the present value of the cash that it is expected to generate (i.e., the recoverable amount). The Group reviews the carrying value of each CGU at least annually or more frequently if there is an indication that a CGU may be impaired.

The recoverable amount of the CGU is determined from value-in-use calculations.  The forecasts used in these calculations are based on a 2-year financial plan approved by the Board of Directors, plus 3-year projections forecasted by management, and specifically excludes any future acquisition activity.

The value in use calculation represents the present value of the future cash flows, including the terminal value, discounted at a rate appropriate to each CGU. The real pre-tax discount rates used is 12.42% (2024: 12.00%). These rates are based on the Group's estimated weighted average cost of capital, adjusted for risk, and are consistent with external sources of information.

The cash flows and the key assumptions used in the value in use calculations are determined based on management's knowledge and expectation of future trends in the industry. Expected future cash flows are, however, inherently uncertain and are therefore liable to material change over time. The key assumptions used in the value in use calculations are subjective and include projected EBITDA margins, net cash flows, discount rates used and the duration of the discounted cash flow model.

During the year, several indicators of impairment have arisen, both internal and external. External indicators include sustained decline in revenue relative to acquisition forecasts and macroeconomic deterioration in core markets. Internal indicators included a revised strategic outlook, lower long-term growth assumptions and executed restructuring initiatives indicating reduced expected cash flows and loss of key contracts. These factors triggered enhanced and more conservative modelling and downside scenario testing where applicable.

Impairment testing, taking into account these latest developments, resulted in the further reduction of goodwill in 2025 of €8,000,000 (2024: €2,000,000)  to its recoverable amount of €Nil (2024: €8,000,000).

19.	INVESTMENT IN SUBSIDIARY UNDERTAKINGS

COMPANY

				2025	2024
	Investment in subsidiary undertakings		€		€
	At beginning of financial year		7,815,442		4,948,536
	Conversion of intercompany loans to capital		-		14,217,415
	Impairment of investment in subsidiaries		(4,797,112)		(11,357,166)
	Foreign currency movement		-		6,657
	At end of financial year		3,018,330		7,815,442

Notes to the financial statements

                       

19.	INVESTMENTS IN SUBSIDIARY UNDERTAKINGS - continued

Details of Forgent plc (formerly EQTEC plc) subsidiaries at 31 December 2025 are as follows:

	Country of
Name	Incorporation	Shareholding	Registered Office	Principal activity
Eqtec Iberia SLU	Spain	100%	5	Provision of technical engineering services
EQTEC Holdings Limited	Republic of Ireland	100%	1	Development of building projects
EQTEC UK Services Limited	United Kingdom	100%	2	Development of building projects
Haverton WTV Limited	United Kingdom	100%	2	Waste-to-energy developer
Deeside WTV Limited	United Kingdom	100%	2	Waste-to-energy developer
Southport WTV Limited	United Kingdom	100%	2	Waste-to-energy developer
Newry Biomass No. 1 Limited	Republic of Ireland	100%	1	Dormant company
Reforce Energy Limited	Republic of Ireland	100%	1	Dormant company
Grass Door Limited	United Kingdom	100%	3	Dormant company
Newry Biomass Limited	Northern Ireland	50.02%	4	Dormant company
Synergy Projects d.o.o.	Croatia	100%	6	Waste-to-energy developer
EQTEC France SAS	France	100%	7	Waste-to-energy developer

The shareholding in each company above is equivalent to the proportion of voting power held.

Key to registered offices:

1.                                                                         Unit 3D North Point House, North Point Business Park, New Mallow Road, Cork T23 AT2P, Ireland.

2.                                                                         Acre House, 11/15 William Road, London NW1 3ER, England.

3.                                                                         Labs Triangle, Camden Lock Market, Chalk Farm Road, London NW1 8AB, England.

4.                                                                         68 Cloughanramer Road, Carnmeen, Newry, Co. Down BT34 1QG, Northern Ireland.

5.                                                                         Rosa Sensat nº 9-11, Planta 5ª, 08005 Barcelona, Spain.

6.                                                                         Zagorska 31, HR-10000 Zagreb, Croatia.

7.                                                                         28 Cours Albert 1er, 75008 Paris, France.

During the prior year, three dormant subsidiaries (Enfield Biomass Limited, Clay Cross Biomass Limited and EQTEC Strategic Project Finance Limited) were voluntarily struck off the Company Register.

During the current financial year, five dormant subsidiaries (Moneygorm Wind Turbine Limited, EQTEC Southport H2 MDC Limited, React Biomass Limited, EQTEC No. 1 Limited and Altilow Wind Turbine Limited) were voluntarily struck off the Company Register.

Full impairment of investment in Synergy Projects d.o.o.

The Group held a 100% equity interest in Synergy Projects d.o.o., a wholly owned subsidiary engaged in waste to energy development, through its investment in EQTEC Holdings Limited. During the year ended 31 December 2024, Synergy Projects d.o.o. experienced significant financial deterioration, including continued operating losses, negative cash flows and a weakening liquidity position.

As a result, management in EQTEC Holdings Limited performed an impairment assessment of the investment in accordance with IAS 36. Based on this assessment, the recoverable amount of the investment was determined to be €NIL, reflecting the absence of expected future economic benefits to be derived from the subsidiary. The carrying amount of the investment in the books of EQTEC Holdings Limited as at 31 December 2025 is €NIL (2024: €NIL). The Group has no further obligations to provide financial support to Synergy Projects d.o.o..

Full impairment of investment in EQTEC France SAS

The Group held a 100% equity interest in EQTEC France SAS, a wholly owned subsidiary engaged in waste to energy development, through its investment in EQTEC Holdings Limited. During the year ended 31 December 2025, EQTEC France SAS experienced significant financial deterioration, including continued operating losses, negative cash flows and a weakening liquidity position.

As a result, management in EQTEC Holdings Limited performed an impairment assessment of the investment in accordance with IAS 36. Based on this assessment, the recoverable amount of the investment was determined to be €Nil, reflecting the absence of expected future economic benefits to be derived from the subsidiary. Accordingly, EQTEC Holdings Limited recognised a full impairment loss of €33,504 (2024: €Nil) in profit or loss within "Impairment of investments in subsidiaries". The carrying amount of the investment in EQTEC Holdings Limited as at 31 December 2025 is €Nil (2024: €33,504). The Group has no further obligations to provide financial support to EQTEC France SAS.

Notes to the financial statements

                                                    

19.	INVESTMENT IN SUBSIDIARY UNDERTAKINGS - continued

The table below shows details of non-wholly owned subsidiaries of the Group that have non-controlling interests:

Name of Subsidiary	Principal place of business and place of incorporation	Proportion of ownership interests and voting rights held by non-controlling interests		Profit/(loss) allocated to non-controlling interests for the financial year		Non-controlling interests
		2025	2024	2025	2024	2025	2024
		%	%	€	€	€	€
Newry Biomass Limited	Northern Ireland	49.98	49.98	(20)	(18)	(2,394,835)	(2,521,671)
Individually immaterial subsidiaries with non-controlling interests		0.00	0.00	-	-	105,000	105,000
Total				(20)	(18)	(2,289,835)	(2,416,671)

Forgent plc (formerly EQTEC plc) owns 50.02% of the voting rights in Newry Biomass Limited. One other company owns the remaining voting rights. Management has reassessed its involvement in Newry Biomass Limited in accordance with IFRS 10's control definition and guidance and has concluded that it has control of Newry Biomass Limited. The activities of Newry Biomass Limited are not considered material to the Group as a whole.

                   No dividends were paid to the non-controlling interests during the years ended 31 December 2025 and 2024.

                   Interests in unconsolidated structured entities

                   The Group had the following interest in unconsolidated structured entities in 2025:

	Country of
Name	Incorporation	Shareholding	Registered Office	Principal activity

                   Biogaz Gardanne SAS                             France                                                        100%          28 Cours Albert 1er, 75008 Paris, France.          Vehicle to fulfil energy requirements

Biogaz Gardannes SAS was set up in 2024 was set up as an easily transferable legal entity (SPV) to hold all assets associated with a project initiated and wholly support by the national government of France.  Biogaz Gardanne was created to fulfil a narrow, specific purpose which was to fulfil the objectives of the French government. EQTEC has had and continues to have no control over defining or changing those objectives. All relevant decisions regarding scope of activity, investor rights and right of returns are controlled by the French government, not EQTEC, and on that basis, EQTEC does not have control over Biogaz Gardanne SAS under IFRS 10 and is therefore not consolidated in these accounts. Details of the investment are included in Note 21.

Notes to the financial statements

                       

20.		INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
	GROUP		2025	2024
			€	€
	Investment in associate undertakings (a)		-	2,000,000
	Investment in joint ventures (b)		-	-
			-	2,000,000
	a)       Investment in associate undertakings
	At beginning of financial year		2,000,000	3,474,359
	Impairment of investment in EQTEC Italia MDC srl		(2,267,890)	(1,976,005)
	Loans advanced to associate undertakings		267,890	425,500
	Interest accrued on loans to associate undertakings		-	107,523
	Share of loss of associate undertakings		-	(31,377)
	At end of financial year		-	2,000,000
	Made up as follows:
	Loans advanced to associate undertakings		-	2,087,960
	Less: Losses recognised under the equity method		-	(87,960)
			-	2,000,000

Investment in associate undertakings

Details of the Group's interests in associated undertakings at 31 December 2025 is as follows:

		Shareholding		Principal Activity
Name of associate undertaking	County of Incorporation	2025	2024
North Fork Community Power LLC	United States of America	28.52%	28.52%	Operator of biomass gasification power project
EQTEC Italia MDC srl	Italy	27%	49.27%	Operator of biomass gasification power project

Full impairment of investment in North Fork Community Power LLC

The Group holds a 28.52% interest in North Fork Community Power LLC, which is accounted for using the equity method.

During the year ended 31 December 2022, North Fork Community Power LLC filed for relief under Chapter 11 of the US bankruptcy Code as it had experienced significant financial deterioration, including sustained operating losses, negative net assets and increasing liquidity constraints. Following exit from Chapter 11 in 2023  the Group performed an impairment assessment of the investment in accordance with IAS 36. The recoverable amount of the investment was determined to be €NIL, reflecting the absence of expected future economic benefits.

The carrying amount of the investment as at 31 December 2025 is €NIL (2024: €NIL).

The Group has no legal or constructive obligation to provide further financial support to the associate and has therefore discontinued recognition of further losses.

Full impairment of investment in EQTEC Italia MDC srl

The Group holds a 27% interest in EQTEC Italia MDC srl, which is accounted for using the equity method.

During the year ended 31 December 2025, EQTEC Italia MDC srl entered into discussions regarding a restructuring agreement. The Group entered into an agreement with Quainstone Limited now the largest shareholder in EQTEC Italia MDC srl whereby in return for Quainstone Limited providing future funding to EQTEC Italia MDC srl the Group would reduce its equity shareholding and subordinate its shareholder loans in favour of Quainstone Limited

Following the identification of impairment indicators, the Group performed an impairment assessment of the investment in accordance with IAS 36. The recoverable amount of the investment was determined to be €NIL, reflecting the absence of expected future economic benefits.

Accordingly, an impairment loss of €2,267,890 (2024: €1,976,005 million) was recognised in profit or loss.

The carrying amount of the investment as at 31 December 2025 is €NIL (2024: €2 million).

The Group has no legal or constructive obligation to provide further financial support to the associate and has therefore discontinued recognition of further losses.

Notes to the financial statements

                       

20.	INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD - continued

b)     Investment in joint ventures

GROUP The Group's interests in joint ventures at the end of the reporting period is as follows

2025 2024 € € Synergy Belisce d.o.o. - - Synergy Karlovac d.o.o. - - Eqtec Synergy Projects Limited            -                             - Interests in joint ventures             -                -

Details of the Group's interests in joint ventures is as follows: Shareholding Principal Activity Name of joint venture County of Incorporation 2025 2024 Synergy Belisce d.o.o. Croatia 49% 49% Operator of biomass gasification power project Synergy Karlovac d.o.o. Croatia 49% 49% Operator of biomass gasification power project Eqtec Synergy Projects Limited Cyprus 50.1% 50.1% Operator of biomass gasification power project Synergy Projects Aegean Energy Production and Distribution Society SA. Greece 50.1% 50.1% Holding company Synergy Drama Single Member PC Greece 50.1% 50.1% Operator of biomass gasification power project Synergy Livadia Single Member PC Greece 50.1% 50.1% Operator of biomass gasification power project
Full impairment of investment in Synergy Belisce d.o.o. and  Synergy Karlovac d.o.o. The Group holds a 49% interest in Synergy Belisce d.o.o. and Synergy Karlovac d.o.o., which is accounted for using the equity method. In 2024 following the identification of impairment indicators, the Group performed an impairment assessment of both of these investments in accordance with IAS 36. The recoverable amount of the investments was determined to be €NIL, reflecting the absence of expected future economic benefits. The carrying amount of the investment as at 31 December 2025 is €NIL (2024: €NIL). The Group has no legal or constructive obligation to provide further financial support to the joint ventures and has therefore discontinued recognition of further losses. Full impairment of investment in Eqtec Synergy Projects Limited, Synergy Projects Aegean Energy Production and Distribution Society SA., Synergy Drama Single Member PC and Synergy Livadia Single Member PC ("Greek Investments") The Group holds a 50.01% interest in each of the Greek Investments which are accounted for using the equity method. In 2024 following the identification of impairment indicators, the Group performed an impairment assessment of all of these investments in accordance with IAS 36. The recoverable amount of the investments was determined to be €NIL, reflecting the absence of expected future economic benefits. The carrying amount of the investment as at 31 December 2025 is €NIL (2024: €NIL). The Group has no legal or constructive obligation to provide further financial support to the joint ventures and has therefore discontinued recognition of further losses.
Notes to the financial statements                         20. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD - continued The movement in the investment in joint ventures is as follows:

2025 2024 € € At the beginning of the year - 3,358,029 Loans advanced to joint ventures 77,253 72,775 Loans repaid by joint ventures (353,603) (24,320) Share of loss after tax - (20,969) Reversal of impairment of investment in joint ventures 276,350 - Impairment of investments in joint ventures                     - (3,385,515) Interests in joint ventures                      -                 -

Made up as follows:
Loans advanced to associate ventures		-	-
Less: Losses recognised under the equity method		-	-
		-	-
21.	OTHER FINANCIAL INVESTMENTS

				2025	2024
Group:				€	€
Financial investments at amortised cost
Investment in unconsolidated subsidiary (Biogaz Gardanne SAS)				1,000	1,000
Investment in previously consolidated company Grande Combe SAS				50	50
Bonds and Debentures				402,644	402,644
Less: Provision against investment in Bonds				(402,644)	(402,644)
Other investments				12,347	23,652
Less: Provisions against other investments				(1,833)	(17,250)
				11,564	7,452
Total				11,564	7,452
During the year ended 31 December 2024, the company disposed of its interest in the shares of Metal NRG plc, which had been provided for in full in prior years. The reversal of the impairment previously recorded amounted to €34,529 and the gain arising from the sale of the investment amounted to €219,786. Movement in other financial investments was as follows: 2025 2024 € € At beginning of financial year 7,452 6,715 Acquisition of other investments 6,744 737 Disposal of other investments (18,050) - Release of provisions  15,418             - At end of financial year 11,564          7,452 Notes to the financial statements
22.	DEFERRED TAXATION

A deferred tax asset has not been recognised at the consolidated statement of financial position date in respect of trading tax losses arising from the Irish and UK subsidiaries. Due to the history of past losses, the Group has not recognised any deferred tax asset in respect of tax losses to be carried forward which are approximately €59.8 million at 31 December 2025 (2024: €56.2 million).

23.	DEVELOPMENT ASSETS
		2025	2024
		€	€
Group
Costs associated with project development undertakings		-	114,650

The Group invests capital in assisting in the development of waste to value projects which can deploy its technology and expertise and make a profit from the realisation of the development costs at the financial close, when project financing is in place so that the project undertaking can commence construction. Cost comprises direct materials and overheads that have been incurred in furthering the development of a project towards financial close. For the financial year ended 31 December 2025, €Nil (2024: €3,110) of development assets was included in consolidated statement of profit or loss as an expense and €48,336 (2024: €120,152) was impaired resulting from write down of development assets.

24.	TRADE AND OTHER RECEIVABLES
		2025		2024
	Group	€		€
	Trade receivables gross	4,760,413		7,194,858
	Allowance for credit losses	(4,622,525)		(7,141,075)
	Trade receivables net	137,888		53,783
	VAT receivable	89,736		125,382
	Advances to related undertakings	60,000		60,000
	Allowance for credit losses on advances to related undertakings	(60,000)		(60,000)
	Prepayments	105,046		429,421
	Amounts receivable from associate companies	12,426		81,747
	Corporation tax	2,139		31,028
	Other receivables	281,622		86,295
		628,857		807,656

All amounts are short-term. The net carrying value of trade receivables is considered a reasonable approximation of fair value.

The following table shows an analysis of trade receivables split between past due and within terms accounts. Past due is when an account exceeds the agreed terms of trade, which are typically 60 days.

	2025	2024
	€	€
Within terms	89,542	782
Past due more than one month but less than two months	23,367	4,360
Past due more than two months	4,647,504	7,189,716
	4,760,413	7,194,858

Included in the Group's trade receivables balance are debtors with carrying amount of €25,153 (2024: €48,641) which are past due at year end and for which the Group has not provided.

The Group does not hold any collateral over these balances. No interest is charged on overdue receivables. The quality of past due not impaired trade receivables is considered good. The carrying amount of trade receivables approximates to their fair values.

The Group's policy is to recognise an allowance for doubtful debts of 100% against all receivables with non-related parties over 120 days because historical experience has been that trade receivables that are past due beyond 120 days are not recoverable. Allowances for doubtful debts are recognised against trade receivables from non-related parties between 60 days and 120 days based on estimated irrecoverable amounts determined by reference to past default experience of the counterparty and an analysis of the counterparty's current financial position. The review on these balances shows that all of the above amounts are considered recoverable.

In determining the recoverability of a trade receivable, the Group considers any changes in the credit quality of the trade receivable from the date credit was initially granted up to the end of the current reporting financial year. The concentration of the credit risk is limited due to the customer base being large and unrelated, and the fact that no one customer holds balances that exceeds 10% of the gross assets of the Group.  The maximum exposure risk to trade and other receivables at the reporting date by geographic region, ignoring provisions, is as follows:

Notes to the financial statements

                                                              

24.	TRADE AND OTHER RECEIVABLES - continued

	2025	2024
	€	€
Ireland	274,081	273,129
Spain	3,351,943	4,176,855
France	1,131,724	1,108,444
Croatia	2,665	1,636,430
	4,760,413	7,194,858

                         The aged analysis of other receivables is within terms.

The closing balance of the trade receivables loss allowance as at 31 December 2025 reconciles with the trade receivables loss allowance opening balance as follows:

Notes to the financial statements 25. TRADE AND OTHER RECEIVABLES 25.           TRADE AND OTHER RECEIVABLES - continued		€
Opening loss allowance as at 1 January 2024		875,687
Loss allowance recognised during the financial year Loss allowance as at 31 December 2024 556 Loss allowance recognised during the gear		6,265,388
Loss allowance as at 31 December 2024		7,141,075
Amounts written off		(445,687)
Change in loss allowance due to new trade receivables net of receivables originated net of those derecognised due to settlement
those derecognised due to settlement		(2,072,863)
Loss allowance as at 31 December 2025		4,622,525

The closing balance of the advances to related undertakings loss allowance as at 31 December 2025 reconciles with the advances to related undertakings loss allowance opening balance as follows:

		€
Opening loss allowance as at 1 January 2024		60,000
Loss allowance recognised during the financial year Loss allowance as at 31 December 2024 556 Loss allowance recognised during the gear		-
Loss allowance as at 31 December 2024		60,000
Loss allowance recognised during the financial year		-
Loss allowance as at 31 December 2025		60,000

There is no concentration of credit risk with respect to receivables as disclosed in Note 5 under credit risk.

		2025	2024
	Company	€	€
	Trade receivables - Intercompany and related parties	1,702	280,473
	Trade receivables - third party	273,013	273,013
	Allowance for credit losses on trade receivables	(274,715)	(553,313)
		-	173
	Amounts due from subsidiary undertakings	312,432	164,603
	Advances to related undertakings	60,000	60,000
	Allowance for credit losses on advances to related undertakings	(60,000)	(60,000)
	Prepayments	74,462	333,449
	Corporation Tax	96	96
	VAT Receivable	5,407	4,504
	Other receivables	5,727	15,689
		398,124	518,514

The concentration of credit risk in the individual financial statements of Forgent plc (formerly EQTEC plc) relates to amounts due from subsidiary undertakings. The directors have reviewed these balances in the light of the impairment review carried out on the investments by Forgent plc (formerly EQTEC plc) in its subsidiaries.

The directors considered the future cash flows arising from subsidiaries and are satisfied that the appropriate impairment has been applied to these balances. All amounts are short-term. The net carrying values of amounts due from subsidiary undertakings, trade and loans receivables are considered a reasonable approximation of their fair values.

The closing balance of the trade receivables loss allowance as at 31 December 2025 reconciles with the trade receivables loss allowance opening balance as follows:

Notes to the financial statements

                                                              

24.	TRADE AND OTHER RECEIVABLES - continued

Notes to the financial statements 25. TRADE AND OTHER RECEIVABLES 25.           TRADE AND OTHER RECEIVABLES - continued		€
Opening loss allowance as at 1 January 2024		30,000
Loss allowance recognised during the financial year Loss allowance as at 31 December 2024 556 Loss allowance recognised during the gear		523,313
Loss allowance as at 31 December 2024		553,313
Change in loss allowance due to new trade receivables net of receivables originated net of those derecognised due to settlement
those derecognised due to settlement		(278,598)
Loss allowance as at 31 December 2025		274,715

The closing balance of the advances to related undertakings loss allowance as at 31 December 2025 reconciles with the advances to related undertakings loss allowance opening balance as follows:

		€
Opening loss allowance as at 1 January 2024		60,000
Loss allowance recognised during the financial year Loss allowance as at 31 December 2024 556 Loss allowance recognised during the gear		-
Loss allowance as at 31 December 2024		60,000
Loss allowance recognised during the financial year		-
Loss allowance as at 31 December 2025		60,000

25.           INVESTMENTS HELD FOR RESALE

	2025	2024
Group	€	€
Investment held for resale	-	121

26.           CASH AND CASH EQUIVALENTS

For the purposes of the cash flow statement, cash and cash equivalents include cash on hand and in banks. Cash and cash equivalents at the end of the financial year as shown in the cash flow statement can be reconciled to the related items in the balance sheet as follows:

	2025	2024
Group	€	€
Cash and bank balances	16,355	306,933
Bank overdrafts (Note 29)	(106,149)	(39,263)
	(89,794)	267,670
Company
Cash and bank balances	11,023	197,353

The carrying amount of the cash and cash equivalents is considered a reasonable approximation of its fair value.

Notes to the financial statements

                                                              

27.           EQUITY

Share Capital

At 31 December 2024	Authorised Number	Allotted and called up Number	Authorised €	Allotted and called up €
Ordinary shares of €0.01 each	847,610,911	434,774,785	8,476,109	4,347,748
Deferred ordinary shares of €0.40 each	200,000,000	22,370,042	80,000,000	8,948,017
Deferred convertible "A" ordinary shares of €0.01 each	10,000,000,000	99,117,952	100,000,000	991,180
Deferred "B" Ordinary Shares of €0.099 each	75,140,494	75,140,494	7,438,909	7,438,909
Deferred "C" Ordinary Shares of €0.01 each	2,318,498,198	1,330,488,404	23,184,982	13,304,883
			219,100,000	35,030,737
At 31 December 2025	Authorised Number	Allotted and called up Number	Authorised €	Allotted and called up €
Ordinary shares of €0.0001 each	95,336,034,438	928,681,342	9,533,603	92,868
Deferred ordinary shares of €0.40 each	200,000,000	22,370,042	80,000,000	8,948,017
Deferred convertible "A" ordinary shares of €0.01 each	10,000,000,000	99,117,952	100,000,000	991,180
Deferred "B" Ordinary Shares of €0.099 each	75,140,494	75,140,494	7,438,909	7,438,909
Deferred "C" Ordinary Shares of €0.01 each	2,318,498,198	1,330,488,404	23,184,982	13,304,883
Deferred "D" Ordinary Shares of €0.0099 each	640,657,138	640,657,138	6,342,506	6,342,506
			226,500,000	37,118,363

The holders of the ordinary shares are entitled to participate in the profits or assets of the Company (by way of payment of any dividends, on a winding up or otherwise) and are entitled to receive notice, attend, speak and vote at general meetings of the Company. Each ordinary share equates to one vote at meetings of the Company.

The holders of the deferred convertible "A" ordinary shares are entitled to participate pari passu with ordinary shareholders in the profits or assets of the Company on a winding-up, up to an amount equal to the par value paid in respect of such deferred convertible "A" ordinary shares but are not entitled to participate in the profits or assets of the Company (by way of payment of any dividends or otherwise).  The holders of the deferred convertible "A" ordinary shares are not entitled to receive notice, attend, speak and vote at general meetings of the Company.

The holders of the deferred ordinary shares, the deferred "B" ordinary shares, the deferred "C" ordinary shares and the deferred "D" shares are not entitled to participate in the profits or assets of the Company (by way of payment of any dividends, on a winding up or otherwise) and are not entitled to receive notice, attend, speak and vote at general meetings of the Company.

Share Premium

Proceeds received in excess of the nominal value of the shares issued during the financial year have been included in share premium, less registration and other regulatory fees. Costs of new shares charged to equity amounted to €204,738 (2024: €194,661).

Company Share Premium

The share premium included in the consolidated and company statement of financial position is different by €18,934,080 due to the reverse acquisition of the Group which occurred on 13 October 2008.  The reverse acquisition resulted to a reverse acquisition reserve which has been netted off against the share premium in the consolidated statement of financial position.

Capital reorganisation

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

Notes to the financial statements

                                                    

27.           EQUITY - continued

Movements in the financial year to 31 December 2025

Amounts of shares	2025	2024
Ordinary Shares of €0.01 each issued and fully paid - Beginning of the financial year - Share issue placement - Exercise of warrants - Issued in lieu of borrowings and settlement of payables - Sub-division of shares from €0.01 to €0.0001	434,774,785 176,470,588 29,411,765 - (640,657,138)	181,485,890 178,151,365 -   75,137,530                    -
Total Ordinary shares of €0.01 each authorised, issued and fully paid at the end of the financial year	-	434,774,785

Ordinary Shares of €0.0001 each issued and fully paid - Beginning of the financial year - Sub-division of shares from €0.01 to €0.0001 - Issued in lieu of borrowings and settlement of payables	- 640,657,138 288,024,204	- -                    -
Total Ordinary shares of €0.0001 each authorised, issued and fully paid at the end of the financial year	928,681,342	-

                   Other Reserves

                   Other reserves relates to equity-settled share-based payment transactions.

                   Share warrants and options

                   As at 31 December 2025 the Company had 141,382,786 share warrants and options outstanding (2024: 63,147,339).

No of warrants/options	Exercise price (pence)	Final exercise date
88,235,294	1.5	10/04/2029
43,670,884	7.878	19/11/2027
7,359,671	2.656	07/05/2028
230,450	1	31/01/2032
1,886,487	1	30/04/2033
141,382,786

Details of warrants granted

	LTIP 2021 Options		LTIP 2022 Options		Lender warrants		Employee warrants		Employee options
	Number	Exercise price (Pence)	Number	Exercise price (Pence)	Number	Exercise price (Pence)	Number	Exercise price (Pence)	Number	Exercise price (Pence)
At 1 January 2025	230,450	1	1,886,487	1	38,954,585	7.878	4,043,254	7.878	673,045	7.878
Issued in year	-	-	-	-	-	-	-	-	-	-
Cancelled or expired in year	-	-	-	-	-	-	-	-	-	-
Exercised in year	-	-	-	-	-	-	-	-	-	-
At 31 December 2025	230,450	1	1,886,487	1	38,954,585	7.878	4,043,254	7.878	673,045	7.878
Exercisable at 31 December 2025	-	-	-	-	38,954,585	7.878	4,043,254	7.878	673,045	7.878
Average life remaining at 31 December 2025	6.08 years		7.25 years		1.87 years		1.87 years		1.87 years

Notes to the financial statements

                                                    

27.           EQUITY - continued

	Lender warrants 2025		Placing warrants 2024		Placing warrants 2025		Placing options
	Number	Exercise price (Pence)	Number	Exercise price (Pence)	Number	Exercise price (Pence)	Number	Exercise price (Pence)
At 1 January 2025	7,359,671	2.656	9,999,847	33	-	-	-	-
Issued in year	-	-	-	-	88,235,294	1.5	176,740,588	0.85
Cancelled or expired in year	-	-	(9,999,847)	33	-	-	(147,058,823)	0.85
Exercised in year	-	-	-	-	-	-	(29,411,765)	0.85
At 31 December 2025	7,359,671	2.656	-	-	88,235,294	1.5	-	-
Exercisable at 31 December 2025	7,359,671	2.656	-	-	88,235,294	1.5	-	-
Average life remaining at 31 December 2025	2.33 years		-		3.33 years		-

28.	NON-CONTROLLING INTERESTS
		2025		2024
		€		€
	Balance at beginning of financial year	(2,416,671)		(2,305,932)
	Share of loss for the financial year	(20)		(18)
	Unrealised foreign exchange losses	126,856		(110,721)
	Balance at end of financial year	(2,289,835)		(2,416,671)

		29.		BORROWINGS
			Group
			Current liabilities								2025						2024
			At amortised cost								€						€
			Secured loan facility (SLF)								1,419,460						-
			New syndicated facility (NSF)								797,361						728,741
			Unsecured convertible loan facility (UCLF)								126,108						-
			Other loans								10,380						3,880
			Bank overdraft								106,149						39,263
											2,459,458						771,884
		Non-current liabilities
		At amortised cost
		Secured loan facility (SLF)								4,434,348								5,436,509
		Company
		Current liabilities								2025								2024
		At amortised cost								€								€
		Secured loan facility (SLF)								1,419,460								-
		New syndicated facility (NSF)								797,361								728,741
		Unsecured convertible loan facility (UCLF)								126,108								-
										2,342,929								728,741
		Non-current liabilities
		At amortised cost
		Secured loan facility (SLF)								4,434,348								5,436,509
	Notes to the financial statements

 29.          BORROWINGS - Continued

                    Borrowings at amortised cost

                   Secured loan facility ("SLF")

On 10 April 2025, the Company announced that it had agreed with YAII PN Ltd and Riverfort Global Opportunities Limited ("the Secured Lenders") to revise the the existing loan terms of the SLF as follows:

·      The extension of the maturity date from 22 May 2026 to 31 December 2027; and

·      The removal of the mandatory prepayment obligations.

Subsequent to the year-end, it was announced on 29 January 2026 that the SLF (valued at £5.1 million) and the New Syndicated Facility (See below - valued at £0.69 million) would be restructured as follows:

·      £1.93 million would be converted into new ordinary shares in the Company and subject to a 3-month lock-in, resulting in the issue of 4,552,411,429  new ordinary shares ("Debt Conversion Shares"); where, as a result of the issue of the Debt Conversion Shares, either lender would be interested in greater than 29.9% of the then issued share capital of the Company,  a deferred share award would be made for the balance such that neither lender will exceed 29.9% without a waiver  in respect of Rule 9 of the Irish Takeover Rules. The Debt Restructuring would be conditional on each lender warranting that it is not acting in concert, as defined in the Irish Takeover Rules, with the other lender.

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

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

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

At 31 December 2025, the face value of the SLF and accrued interest was €5,853,808 (2024: €6,183,840).

New Syndicated Facility ("NSF")

On 24 November 2025, the Company announced that it had obtained a standstill until 31 December 2025 with the existing lenders on the NSF as regards payment of same. On 23 December 2025, the Company agreed with the lenders that a further extension of the maturity date of the NSF to 28 February 2026. On 29 January 2026, the Company announce3d a restructuring of the NSF and SLF as set out above.

At 31 December 2025, the face value of the NSF and accrued interest was €797,513 (2024: €787,285).

Unsecured Convertible Loan Facility ("UCLF")

On 24 October 2025, the Company entered into a new unsecured convertible loan facility agreement for up to £1.5 million (the "Facility") to be provided by the Company's sole broker, Global Investment Strategy UK Limited ("GIS"). The principal terms of the facility are as follows:

·      GIS will advance a first tranche of £300,000;

·      The Company and GIS may mutually agree to draw down further tranches of the New Funding Facility (the "Tranches") as follows:

-           in an amount of up to £200,000 at least one calendar month after the draw down of the First Tranche;

-           in four further Tranches of up to £250,000 each, in each case at least one calendar month after the last Tranche has been drawn down and following the drawing down of the First Tranche;

·      The Company will repay the Facility and all interest, charges and fees on it in cash in full on 23 October 2026 (the "Repayment Date") to the extent it is not already deemed repaid or converted.

·      The Company will pay interest at a rate of 10% per annum which will accrue from the date of draw down until the earlier of conversion or repayment. Any interest due is rolled up and becomes payable on the earlier of the Repayment Date or conversion.

·      Commencing from the date of the agreement, GIS may convert any portion of a Tranche into Ordinary Shares at a conversion price which is equal to 85% of the average closing bid price of an EQTEC ordinary share ("Ordinary Share") for each of the five consecutive trading days immediately prior to the date of each relevant conversion notice (the "Conversion Price").

·      A draw down fee of 10% of any Tranche is payable by the Company in fully paid Ordinary Shares at the Conversion Price applicable as if the Lender had issued a conversion notice in respect of such fees, at the date of the relevant drawdown.

The Company drew down a further tranche of £60,000 on 25 November 2025, while GIS converted £175,000 of the advances into ordinary share capital in December 2025.

At 31 December 2025, the face value of the UCLF and accrued interest was €160,105.

Notes to the financial statements

                                                              

29.	BORROWINGS - continued

Reconciliation of liabilities arising from financing activities

The table below details changes in the Group's liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group's consolidated statement of cash flows as cash flows from financing activities. Except where noted, all liabilities noted below are disclosed in Note 29.

			SLF	NSF	Other Loans	Bank Overdraft	Lease Liabilities (Note 30)	Total
			€	€	€	€	€	€
Balance at 1 January 2024			3,877,525	822,709	97,798	148,181	603,316	5,549,529
Financing Cash Flows
Proceeds from borrowings			-	401,057	40,630	-	-	441,687
Repayment of borrowings and lease liabilities			(646,636)	(198,232)	(134,548)	-	(225,690)	(1,205,106)
Total from financing cash flows			(646,636)	202,825	(93,918)	-	(225,690)	(763,419)
Non-cash changes
Capitalisation of leases			-	-	-	-	6,359	6,359
Conversion of debt into equity			(234,183)	(620,266)	-	-	-	(854,449)
Effect of changes in foreign exchange rates			220,004	48,254	-	-	19,876	288,134
Transfer from cash and cash equivalents			-	-	-	(108,918)	-	(108,918)
Amortisation of loan issue costs			459,209	129,160	-	-	-	588,369
Other changes			1,760,590	146,059	-	-	16,065	1,922,714
Total non-cash changes			2,205,620	(296,793)	-	(108,918)	42,300	1,842,209
Balance at 31 December 2024			5,436,509	728,741	3,880	39,263	419,926	6,628,319

Other changes include interest accruals and payments.

Notes to the financial statements

                                                              

29.	BORROWINGS - continued

Reconciliation of liabilities arising from financing activities - continued

				SLF	NSF	UCLF	Other Loans	Bank Overdraft	Lease Liabilities (Note 30)	Total
				€	€	€	€	€	€	€
Balance at 1 January 2025				5,436,509	728,741	-	3,880	39,263	419,926	6,628,319
Financing Cash Flows
Proceeds from borrowings				-	-	411,827	254,802	-	-	666,629
Repayment of borrowings and lease liabilities				-	-	-	(248,302)	-	(167,815)	(416,117)
Total from financing cash flows				-	-	411,827	6,500	-	(167,815)	250,512
Non-cash changes
Capitalisation of leases				-	-	-	-	-	164,627	164,627
Derecognition of leases				-	-	-	-	-	(272,522)	(272,522)
Conversion of debt into equity				-	-	(290,876)	-	-	-	(290,876)
Effect of changes in foreign exchange rates				(288,083)	(39,437)	(589)	-	-	(2,859)	(330,968)
Transfer from cash and cash equivalents				-	-	-	-	66,886	-	66,886
Amortisation of loan issue costs				702,311	56,918	7,225	-	-	-	766,454
Other changes				3,071	51,139	(1,479)	-	-	8,759	61,490
Total non-cash changes				417,299	68,620	(285,719)	-	66,886	(101,995)	165,091
Balance at 31 December 2025				5,853,808	797,361	126,108	10,380	106,149	150,116	7,043,922

                   Other changes include interest accruals and payments.

Notes to the financial statements

                                                                       

30.	LEASES Lease liabilities are presented in the statement of financial position as follows:
		2025	2024
	Group	€	€
	Current	23,019	187,346
	Non-current	127,097	232,580
		150,116	419,926

The Group has leases for its offices in Barcelona, Spain. With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the statement of financial position as a right-of-use asset and a lease liability. The Group classifies its right-of-use assets in a consistent manner to its property, plant and equipment (see Note 17).

Each lease generally imposes a restriction that, unless there is a contractual right for the Group to sublet the asset to another party, the right-of-use asset can only be used by the Group. Leases are either non-cancellable or may only be cancelled by incurring a substantive termination fee. Some leases contain an option to purchase the underlying leased asset outright at the end of the lease, or to extend the lease for a further term. The Group is prohibited from selling or pledging the underlying leased assets as security. For leases over office buildings, the Group must keep those properties in a good state of repair and return the premises in their original condition at the end of the lease. Further, the Group must insure items of property, plant and equipment and incur maintenance fees on such items in accordance with the lease contracts.

The table below describes the nature of the Group's leasing activities by type of right-of-use asset recognized in the statement of financial position:

Right-of-use asset	No. of right-of-use assets leased	Range of remaining term	Average remaining lease term	No. of leases with extension options	No of leases with options to purchase	No of leases with variable payments linked to an index	No of leases with termination options
Leasehold Building	1	5.67 years	5.67 years	0	0	0	0

The lease liabilities are secured by the related underlying asset. Further minimum lease payments at 31 December 2025 were as follows:

	Minimum lease payments due
	Within 1 year	1-2 years	2-3 years	3-4 years	4-5 years	After 5 years	Total
	€	€	€	€	€	€	€
2025
Lease payments	27,210	27,917	28,643	29,388	30,152	20,447	163,757
Finance charges	(4,191)	(3,481)	(2,728)	(1,929)	(1,084)	(228)	(13,641)
Net Present Values	23,019	24,436	25,915	27,459	29,068	20,219	150,116
2024
Lease payments	196,991	108,979	108,979	22,704	-	-	437,653
Finance charges	(9,645)	(5,563)	(2,417)	(102)	-	-	(17,727)
Net Present Values	187,346	103,416	106,562	22,602	-	-	419,926

                                 Lease payments not recognised as a liability

The Group has elected not to recognise a lease liability for short-term leases (leases with an expected term of 12 months or less) or for leases of low value assets. Payments made under such leases are expensed on a straight-line basis. The expense related to payments not included in the measurement of the lease liability is as follows:

	2025	2024
	€	€
Short term leases	18,756	18,651
Leases of low-value assets	14,087	13,363
	32,843	32,014

Notes to the financial statements

                                                                       

30.

LEASES - continued At 31 December 2025, the Group was committed to short-term leases and the total commitment at that date was €1,563                 (2024: €18,756). Total cash outflow for lease liabilities for the financial year ended 31 December 2025 was €167,815 (2024: €225,690). Additional information on the right-to-use assets by class of assets is as follows: Carrying Amount (Note 17) Depreciation Expense Impairment € € € Leasehold Buildings 147,055 159,067          - Total Right-of-use assets 147,055 159,067          -

The right-of-use assets are included in the same line item as where the corresponding underlying assets would be presented if they were owned.

31.	TRADE AND OTHER PAYABLES	2025	2024
	Group	€	€
	VAT payable	121,722	177,789
	Trade payables	878,768	617,621
	Advances paid by customers	30,028	30,028
	Other payables	29,666	9,628
	Deferred income - government grants (Note 32)	1,000,000	1,000,000
	Accruals	504,407	136,428
	PAYE & social welfare	164,641	88,214
		2,729,232	2,059,708

Trade and other creditors are payable at various dates in accordance with the suppliers' usual and customary credit terms. PAYE and social welfare and other taxes including social insurance are repayable at various dates over the coming months in accordance with the applicable statutory provisions.

The carrying amount of trade and other payables approximates its fair value. All trade and other payables fall due within one year.

		2025			2024
	Company	€			€
	Trade payables	320,436		95,162
	Other creditors	1,750		1,750
	PAYE & social welfare	2,444		1,274
	Accruals	274,617		133,319
		599,247		231,505

Trade and other creditors are payable at various dates in accordance with the suppliers' usual and customary credit terms. PAYE & social welfare are repayable at various dates over the coming months in accordance with the applicable statutory provisions.

The carrying amount of trade and other payables approximates its fair value. All trade and other payables fall due within one year.

32.	DEFERRED INCOME - GOVERNMENT GRANTS	2025	2024
	Group	€	€
	Government Grant	1,000,000	1,000,000

The above grant was received from the French government to lead a technical and commercial feasibility on the site of a decommissioned coal-fired power station. The income will be offset against sales arising from this project. There are no unfulfilled conditions or other contingencies attaching to this grant.

Notes to the financial statements

                                                                       

33.	RELATED PARTY TRANSACTIONS

The Group's related parties include Didier Casemiro, who at 31 December 2025 held 32.14% (2024: Nil) of the shares in the Company. Other Group related parties include the associate and joint venture companies and key management.

Transactions with Didier Casemiro and associated parties

On 3 October 2025, the Company was notified that Mr. Didier Casemiro executed a transaction with Compact WTL Tech Limited ("CWTL"), which has changed its name to Rebel Ion Limited. As a result, Mr. Casemiro was therefore then indirectly interested in 32.14% of the issued share capital of the Company through Rebel Ion's shareholding in the Company. On 19 March 2026 Rebel Ion's shareholding in the Company stood at less than 3%.

On 10 April 2025, the Company announced that it had agreed with CompactGTL Limited ("CGTL"), the 100% owner of  CWTL at that time, to invest £250,000 towards the completion of a mobile Containerised Syngas to Liquid Fuels Pilot Plant, which includes a syngas upgrading unit and a single-channel Fischer-Tropsch reactor (the "Asset Purchase"). Through this investment, EQTEC acquired a 10% interest in the asset, strengthening its position in the development of sustainable synthetic fuel solutions. There is no balance outstanding at 31 December 2025 with respect to this transaction. At 31 December 2025, the Company has decided to fully impair this asset at a cost of €286,535.

Transactions with key management personnel

Key management of the Group are the members of Forgent plc (formerly EQTEC plc)'s board of directors and senior executives. Key management personnel remuneration includes the following:

Name	Date of Directorship appointment/ retirement		Salary €'000s	Fees €'000s	Pension Contribution €'000s	Other Benefits €'000s	Short Term Incentives €'000s	Long term Incentives €000's	2025 Total €'000s	2024 Total €'000s
Executive Directors
D Palumbo			266*	-	-	10	-	-	276	282
J Parsons	Appointed 24/10/2025		50	-	-	-	-	-	50	-
Former Executive Directors
Y Alemán	Resigned 24/10/2025		176	-	-	-	-	-	176	211
J Vander Linden	Resigned 29/09/2024		-	-	-	-	-	-	-	213
Non-Executive Directors
B Cole	Appointed 24/09/2024		-	46	-	-	-	-	46	11
Former Non-Executive Directors
I Pearson	Resigned 24/10/2025		-	57	-	-	-	-	57	71
T Quigley	Resigned 24/10/2025		-	35	-	-	-	-	35	42
Company Secretary
G Madden	Appointed 24/10/2025		37	-	-	-	-	-	37	-
Total 2025			529	138	-	10	-	-	677
Total 2024			672	124	17	16	-	-		830

*Mr. Palumbo received €221,203 (2024: €133,888) by way of consulting fees in settling his salaried remuneration.

At 31 December 2025, key management's remuneration unpaid (including past directors) amounted to €306,054 (2024: €30,171). The increase in key management's remuneration unpaid was as a result on an executive decision to preserve cash in Q4 2025.Some of this remuneration was settled post year-end by the issue of shares as set out in Note 34.

Mr Parsons, alongside other executives, elected to preserve cash during Q4 2025 and not take his salary in cash.  At 31 December 2025, an amount of €50,605 is therefore included in trade and other payable with respect to payments due to Mr. Parsons.

Similar to Mr Parsons, Mr Madden elected to preserve cash during Q4 2025 and not take his salary in cash. At 31 December 2025, an amount of €37,135 is therefore included in trade and other payable with respect to payments due for these services.

Details of each director's interests in shares and equity related instruments that were in office at the year-end are shown in the Directors' Report.

Notes to the financial statements

                                                                       

33.	RELATED PARTY TRANSACTIONS - Continued

Transactions with key management personnel - Continued

Executive Service Contracts

The Group has entered into service agreements with its executives. These agreements are terminable by either party on the provision of written notice and do not contain fixed terms.

Chief Executive Officer
The Chief Executive Officer is employed under a rolling service contract dated 22 October 2025. The agreement is terminable by the employee on 6 months' notice and in the event that the Company elects to serve notice other than for cause then the employee is entitled to a one year payment.  The executive is eligible to participate in the Company's discretionary bonus scheme (up to 100% of base) and any share-based incentive arrangements. The executive also receives a 8% pension contribution which is taken in cash.  The employee is entitled to a 18 month change of control provision and the contract contains customary provisions relating to confidentiality, intellectual property and post-termination restrictions.

Company Secretary and Finance Director
The Company Secretary and Finance Director is employed under a rolling service contract dated 22 October 2025. The agreement is terminable by either party on 6 months' notice and in the event that the Company elects to serve notice other than for cause then the employee is entitled to a one year payment. The executive is eligible to participate in the Company's discretionary bonus scheme (up to 75% of base) and share-based incentive arrangements. The executive also receives a 8% pension contribution which is taken in cash.The employee is entitled to a 12 month change of control provision and the contract contains customary provisions relating to confidentiality, intellectual property and post-termination restrictions.

Non-Executive Directors

Non-executive directors are appointed under letters of appointment rather than service contracts. The letter may be terminated by either party giving 3 months' notice. Non-executive directors do not participate in bonus arrangements or pension schemes.

Termination Payments

The service contracts for executives provide for payments in lieu of notice. In the event of termination, any such payments would be limited to base salary and contractual benefits for the required period, unless otherwise determined by the Board.

Transactions with unconsolidated structured entities

During the year ended 31 December 2025, the Group generated sales of €Nil from Biogaz Gardanne SAS (2024: €301,071), an unconsolidated structured entity as set out in Note 19. However, as the likelihood of recovering the sales is dependant upon the sale of the entity to a third party, a provision of €Nil (2024: €1,108,444) has been made against these sales. Included in trade and other receivables, net of provisions, at 31 December 2025 is €Nil receivable from Biogaz Gardanne SAS (2024: €Nil).

              Transactions with associate undertakings and joint ventures

The following transactions were made with associate undertakings and joint ventures for the year ended 31 December 2025:

			2025	2024
Included in Revenue:			€	€
EQTEC Italia MDC srl			-	195,910
North Fork Community Power LLC			137,307	-
Included in other income:
Synergy Belisce d.o.o.			6,396	-
Synergy Karlovac d.o.o.			6,396	-

The following amounts were outstanding as at 31 December 2025:

						2025	2024
Included in trade receivables, net of provision:						€	€
North Fork Community Power LLC						82,649	(2,000)
EQTEC Italia MDC srl						25,153	25,269
Synergy Belisce d.o.o.						1,332	-
Synergy Karlovac d.o.o.						1.332	-
Included in other receivables, net of provisions
EQTEC Italia MDC srl						-	39,922
Synergy Karlovac d.o.o.						12,426	12,426
EQTEC Synergy Projects Limited						12,426	29,499

Unless otherwise stated, none of the above related party transactions incorporate special terms and conditions and no guarantees were given or received. Outstanding balances are usually settled in cash.

Notes to the financial statements

                                                                       

34.           EVENTS AFTER THE BALANCE SHEET DATE

     Debt restructuring

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

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

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

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

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

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

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

     Placing of shares

On 16 February 2026, the Company announced that it had completed a placing of £1.3 million before expenses ("the Placing") through the issue of 3,714,285,714 new ordinary shares at a price of £0.00035 pence per share, (the "Placing Price").

On 18 May 2026, the Company announced that, following approval of resolutions of an EGM that took place on 14 May 2026, it had completed a placing of £1.3 million (before expenses) ("the May 2026 Placing") through the issue of 8,666,666,667 new ordinary shares (the "April 2026 Placing Shares") at a price of £0.00015 pence per share (the "May 2026 Placing Price"). "), notice of

Green Rock Project Acquisition

On 29 January 2026, the Company announced that it had entered into a binding agreement with a vendor group of Mining Equity Pty Ltd and David Lenigas to acquire 99% of the Green Rock copper-gold exploration project ("Green Rock") located in the Ashburton Basin in the northwest region of Western Australia.  Green Rock is a high-grade but early-stage exploration opportunity with strong surface copper results and multiple prospects in a proven mining district. The total consideration for the acquisition is US$150,135 to be settled US$15,000 in cash and US$135,135 by the issue of 289,575,000 new ordinary shares (the "Consideration Shares").  The vendor retains a 1% working interest in the project which will be carried up to US$350,000 after which the Company will lend any further development capital to the vendor group on terms to be agreed at that time and receive repayment of that loan out of future revenues. This acquisition was completed on 16 February 2026.

Peak Hills Project Option and Project Acquisition

On 29 January 2026, the Company announced that it had secured an exclusive three-month option, extendable to five months at the Company's sole discretion (the "Option") with a vendor group of Mining Equities Pty Ltd, David Lenigas and Dominic Noonan to acquire a 99% interest in the Peak Hills gold-copper exploration project ("Peak Hills") in the Midwest region of Western Australia. The cost of the Option is GBP 10,059 payable in cashFebruary 2026 . Exercise of the Option is entirely at the sole discretion of the Company. Should the Company exercise the option in full this would be settled with GBP 297,743 in cash and US$1,891,892 in equity priced at the lower of the 10 day VWAP at the date of exercise or the price of any equity raise occurring at the same time as the Option exercised. This acquisition of the option was completed on 16 February 2026.

On 18 May 2026, the Company announced that, following approval of resolutions of an EGM that took place on 14 May 2026 and the completion of the placing on 18 May 2026, it had partially exercised its binding exclusive option over Peak Hills and had entered into an agreement to acquire a 51% interest in the Project. The balance of 48% of Peak Hills remains under option to the Company, extended for a further five months. Pursuant the previously announced option terms, the consideration payable for the 51% interest to was satisfied through GBP 153,383 in cash and the issue of 4,808,080,933 new ordinary shares in the Company at the May 2026 Placing Price.

Notes to the financial statements

                                                                       

34.           EVENTS AFTER THE BALANCE SHEET DATE- continued

     Mount Sholl Project Option

On 8 June 2026, the Company announced that it had entered into a binding Option agreement (the "Mount Sholl Option") for the exclusive right to acquire 80% of the Mount Sholl Nickel-Copper-PGE project in the Pilbara region of Western Australia ("Mount Sholl"). TheMount Sholl Option provides the exclusive right, but not the obligation, for a period of five months to acquire 80% of the Project for A$2,700,000 (to be settled, if exercised, through A$1,350,000 in cash and A$1,350,000 in shares priced at the 10 days VWAP at the point of exercise).  The Option period enables completion of technical, legal and commercial due diligence by the Company.  The Option has been secured in exchange for a consideration of A$100,000 (£53,346), which has been settled through the issue of 355,640,000 new ordinary shares ("Option Shares") which will remain locked in for a period of five months.

     Creditor settlements

On 16 February 2026, the Company announced that it had reached agreement with certain creditors to convert outstanding balances totalling £187,760 into 536,457,143 new ordinary shares in the Company (the "February 2026 Creditor Shares"). The Creditor Shares have been issued at the Placing Price and are locked in for 3 months with orderly market provisions thereafter. The Creditor Shares have been issued to Directors, and certain former Directors of the Company.

In addition, the Company finalised arrangements with Mr Edward Mead, to act for the Company as Lead Geologist with respect to the Green Rock and Peak Hills projects. He has agreed to take the fee for his initial support of US$75,000 by the issue of 160,714,286 Ordinary Shares (the "Fee Shares"). These Fee Shares are locked in for a period of 30 days from the date of issue.

On 18 May 2026, the Company announced that it had reached agreement with certain creditors to convert outstanding balances totalling £22,000 into 146,666,667 new ordinary shares in the Company (the "May 2026 Creditor Shares"). The May 2026 Creditor Shares issued are subject to a 30-day lock in.

On 8 June 2026, the Company announced that it had issued 26,666,667 new ordinary shares to a creditor ("June 2026 Creditor Shares") in full settlement for services rendered to the Company.

     Unsecured Convertible Loan Facility ("UCSF")

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

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

Litigation Settlement Resolution

On 15 May 2026, the Company announced that it had entered into a full and final settlement in relation to litigation invoving a legacy legal dispute. The Company was a joint defendant along with five others, including David Palumbo, a director of the Company,  in a legacy claim brought by SCV North Fork LLC, the original tax-credit investor at the North Fork project. Following mediation in San Francisco in April 2026, the parties have amicably settled their dispute to their mutual satisfaction without any admission of wrongdoing by any party. The case is SCV North Fork, LLC v. Stangl, et al., No. MCV087914 in the Superior Court for the County of Madera, State of California, United States of America.

No other adjusting or significant non-adjusting events have occurred between the 31 December 2025 reporting date and the date of authorisation.

35.           NON-CASH TRANSACTIONS

During the financial year, the Group entered into the following non-cash investing and financing activities which are not reflected in the consolidated statement of cash flows:

	2025	2024
	€	€
Issue of shares in settlement of borrowings and other liabilities	290,782	955,845

36.           COMPANY PROFIT AND LOSS

As a consolidated group income statement is published, a separate income statement for the parent company is omitted from the Group's financial statements by virtue of section 304(2) of the Companies Act, 2014. The Company's loss for the financial year ended 31 December 2025 was €8,353,072 (2024: €19,706,957).

37.           APPROVAL OF FINANCIAL STATEMENTS

These financial statements were approved by the Board of Directors on 15 June 2026.

 

END