Earnings Release • Apr 25, 2022
Earnings Release
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National Storage Mechanism | Additional information RNS Number : 0856J EQTEC PLC 25 April 2022 25 April 2022 EQTEC plc ("EQTEC", the "Company" or the "Group") Audited Results for the year ended 31 December 2021 EQTEC plc (AIM: EQT), a world-leading technology innovation company enabling the Net Zero Future through advanced solutions for hydrogen, biofuels, SNG and other energy production, announces its audited results for the year ended 31 December 2021. 2021 HIGHLIGHTS: ��� Delivery of c. ���9.2m revenue, 410% of c. ���2.2m revenue in previous year ��� Reduction in EBTIDA loss with an increase in net assets ��� Growth across 7 geographies o 2 new projects led to financial close with financing for a 3rd in progress o 2 Market Development Centres under commissioning o 3 additional plants under construction o 12 projects under development ��� Establishment of platform for growth o Formal legal entities in Croatia and Greece established, with two more expected in 2022 o Advancement of strategic partnerships including collaborations with Wood, Toyota, Logik, H2 o Recruitment of engineering and project development talent o Successful placing raised ��16m applied towards market, project and capability growth David Palumbo, CEO of EQTEC, commented: "We set ambitious targets for 2021 and delivered more than 4x revenue over 2020, building the momentum we intended. We converted more opportunities than ever into focused, planned projects and amongst these was closure of both of our targeted Market Development Centres in Italy and Croatia. We formalised majority-owned joint ventures in Croatia and the Aegean and invested in our go-to-market presence across USA, UK, France, Italy and Ireland, with a view to increasing pace and impact in those markets. Critically, we also started extending our partnership network to major players that will credibly support our growth into new geographies and solutions. "I am especially proud of these achievements in the face of strong market headwinds, including significant price increases and delays in receiving critical raw materials or manufactured parts. Our business platform grows increasingly resilient as we add partners and new talent to our global network. From post-Covid challenges to COP26 to more recent geopolitical events, we experience more demand than ever and are taking our place as a leading technology innovator for fossil fuel replacements and clean, baseload energy and biofuels, as well as an innovator of new business models for energy independence and security." OPERATIONAL, COMMERCIAL AND CORPORATE HIGHLIGHTS: In less than two years, EQTEC has grown both its active projects and the pipeline of interest and opportunity behind it. In our 2020 annual report, we announced 10 projects under development or construction, against a pipeline of 75 opportunities. In our 2021 interim results last September, we announced 17 projects under development or construction, against a pipeline of well over 100. Corporate development R&D: The Company confirmed completion of a successful R&D programme in December, including tests with Refuse Derived Fuel (RDF) and others with contaminated plastics, all at its R&D facility in France, operated with partner Universit�� de Lorraine. Collaboration with Wood: The Company in November signed a strategic collaboration agreement with Tier 1 engineering company Wood, to focus on joint development of integrated technology solutions for waste-to-SNG and waste-to-hydrogen. Company executives joined Wood at COP26 to share its propositions and strategy for waste-to-value business. Collaboration with H2: The Company in December signed a collaboration framework agreement with development consultancy H2 Energy Solutions Ltd of Germany. The partners will pursue opportunities for deployment of waste-to-hydrogen and other solutions, particularly in Germany and Turkey. Appointment of CFO: The Company in July appointed Nauman Babar as CFO and to the Board of Directors. Appointment of joint broker: The Company in March appointed Canaccord Genuity Limited as the Company's joint broker along with Arden Partners. Launch of Long-Term Incentive Plan: The Company in February launched its first Long-Term Incentive Plan for Group employees, to support joint ownership and drive performance through shared accountability. Plants under construction USA: The Company in October invested c. US$2.8 million (c. ��2.1 million) in the North Fork Community Power (NFCP) project, increasing its equity share to 49%, offering a US$4.5 million convertible loan facility. Following execution of the facility, construction work continued. The Company in December announced a new partnership with Phoenix Energy, North Fork Community Development Council and Carbonfuture GmbH to help Sierra Nevada communities sequester carbon, reduce wildfire risk, generate green energy, create jobs and support the local community whilst generating tradeable carbon credits. Italy: The Company in May together with a consortium of investors, acquired a decommissioned, biomass waste-to-energy plant in Tuscany, Italy that it intends to recommission as a Market Development Centre (MDC), with EQTEC as O&M contractor. The plant will convert multiple types of biomass feedstock into heat, power and biochar. Once operational, the Italia MDC is expected to generate annual revenues of c. ���2,000,000 and EBITDA of c. ���750,000. Croatia: The Company in August acquired, through its Croatian JV, a 1.2 MWe biomass-to-energy gasification plant in Beli����e, Croatia. Once operational, it will become a Croatia MDC, with EQTEC as O&M contractor. Technology sales for EQTEC over the life of the project are expected to be c. ���2.0 million, of which c. 60% was invoiced in Q4 2021. In September, the Company's JV acquired a 1.2 MWe biomass-to-energy gasification plant in Karlova��, Croatia. The plant will be retrofitted with EQTEC technology and repowered, and is expected to produce 3 MWe of green electricity and high-quality biochar. It is expected that the Company will become the plant's O&M contractor. Technology sales for EQTEC over the life of the project are expected to be c. ���15m, of which c.10% was invoiced by EQTEC in Q4 2021. Greece: The Company in October confirmed that all deliveries of EQTEC technology had been made to the 0.5 MWe Larissa, Thessaly project. The project is building Greece's first advanced gasification, waste-to-energy plant. Projects under development USA: The Company and its local partners appointed EPC contractor Infinity Project Management Inc (IPM) as owners' representative for the Blue Mountain Electric Company LLC opportunity in Wilseyville, California (BMEC). The project is expected to complete front-end engineering design (FEED) in H2 2022, toward financial close in the same year. The BMEC plant will convert c. 24,000 tonnes of forestry waste per year into c. 2,400 tonnes of high-quality biochar and 3 MWe of power for the local community, whilst contributing to prevention of forest fires. UK: In September, the Company's Southport project SPV entered into a conditional share purchase agreement to acquire full ownership of the project, with the agreement expected to complete in due course. In November, the Company submitted a revised planning application for a Phase 1 waste reception centre and anaerobic digestion facility as a precursor to the intended Phase 2 planning application for an EQTEC facility. The planned Phase 1 facility is designed to convert 80,000 tonnes of waste into six million cubic metres of biomethane, which, in turn would output 9 MWe. The Phase 2 facility is intended to convert up to 25,000 tonnes of RDF into an estimated 3 MWe of green electricity per year. Further, the Company and its partner, Rotunda Group Ltd., identified the potential for an additional gasification facility nearby. The additional site would potentially allow for installation of a larger, Phase 3 EQTEC facility that could transform waste into synthetic natural gas (SNG) and/or hydrogen. The Company and its partners are carrying out feasibility studies. EQTEC expects to be the project developer for all phases of the project, providing design and core Advanced Gasification Technology and retaining a portion of the O&M contract. The Company in February signed a Collaboration Framework Agreement (CFA) with Logik Developments Limited, toward development of a 9.9 MWe plant at Deeside, Flintshire, UK, including a Phase 1 recycling and anaerobic digestion facility. The Company in March announced it had signed a CFA with Toyota Motor Manufacturing UK, whose manufacturing facility is adjacent to the site. The CFA expressed Toyota's intention to work with the Company on innovative, circular and sustainable waste-to-energy solutions for Toyota's engine manufacturing plant next to the prospective Deeside plant. The Company in June submitted a planning application for a Phase 2 gasification facility deploying EQTEC technology. The proposed plant would combine a 182,000-tonne waste reception plant with anaerobic digestion and EQTEC technology. The Company in October announced it had through the project SPV entered into a cooperation agreement with Anaergia Inc. for delivery of the multi-technology plant. In December, the Company announced entering into a Supplementary Agreement with Logik under which the two partners would develop an additional Phase 3 waste-to-value infrastructure on the Deeside site. The partners successfully completed a feasibility study for hydrogen production that indicated planning and environmental viability. The Company in January received notification of planning approval from Stockton-on-Tees Borough Council for an improved waste-to-energy scheme for the Company's RDF-to-energy project at Billingham, Teesside. In February, the Company's project signed a conditional Land Purchase Agreement. The Company in June completed concept design work for the core gasification process, with progress on design of the full plant. The Company in December confirmed it was investigating new offtake opportunities for both Deeside and Billingham and that it was working with technology and delivery partners toward feasibility work at both sites. The Company in December also confirmed its decision to defer financial close for both projects to enable further feasibility work. Company executives visited both sites in December and had constructive meetings with the local Members of Parliament. France: The Company in December signed a Letter of Intent (LoI) with SEPS SAS of France (SEPS), a company specialising in the management and recycling of industrial waste. The LoI will support the Company's pursuit of the safe and clean transformation of contaminated plastics into energy, hydrogen and biofuels. The Company also confirmed it had identified and was pursuing an additional six project opportunities in France for a range of biomass, RDF and other feedstock, as well as a range of offtake applications. Greece: In January, the Company signed a MoU with Nobilis Pro Energy S.A. The agreement includes collaborative development of Nobilis's existing pipeline of opportunities and for construction in Nobilis, Almyros, where grid connection and land agreement are already confirmed. The Company, in September, announced formation of EQTEC Synergy Projects Limited, a JV between EQTEC and its strategic partners in Greece, German EPC ewerGy GmbH and ECO Hellas M IKE. It also confirmed that the JV had acquired a 1 MWe biomass-to-energy project in Livadia, Greece and exclusivity for a second 1 MWe project nearby. In October, the Company's Greek JV acquired the rights to a project in Nevrokopi, Drama. The project would develop a biomass-to-energy plant that could generate 5 MW green electricity from locally and sustainably sourced forestry waste. Ireland: The Company and its partner, Carbon Sole Group Limited, pursued development of 3 projects in Ireland for biomass-to-bioenergy plants and in particular for sustainable forestry waste for production of synthetic natural gas (SNG). FINANCIAL HIGHLIGHTS �� Revenue: For the financial year to 31 December 2021, the Group recognised revenue of ���9.2 million (FY 2020: ���2.2 million). �� Profit/loss: For the financial year, the Group incurred losses of ���4.7 million (FY 2020: ���5.8 million). �� Assets: The net assets of the Group increased to ���43.4 million at 31 December 2021 (31 December 2020: ���25.3 million). �� Placing: The Company in May raised ��16 million (���19 million) before expenses, in an institutional investor-led, oversubscribed placing. �� Cash: The cash balance of the Group at 31 December 2021 stood at ���6.4 million (31 December 2020: ���6.4 million). �� Debt: The Company in January agreed a new loan facility of ���1.39 million with EQTEC shareholder, Altair Group Investment Limited, with a maturity date of 31 December 2021. The loan, fully drawn down to repay an outstanding debt with another lender, had a lower interest rate than the previously held debt facility and was itself repaid in full in June 2021, six months ahead of schedule. POST-PERIOD HIGHLIGHTS: ��� January 2022: The Company announced its Environmental, Social and Governance ("ESG") statement of intent. In addition to outlining a direction of travel for coming years, the Company's ESG Statement specifies objectives for 2022 including establishment of a baseline assessment of greenhouse gas emissions, including carbon. As a cleantech business, the Company intends to report on and exercise active accountability for its ESG work. ��� February 2022: Haverton WTV Limited ("Haverton"), a wholly-owned subsidiary of EQTEC, and Scott Bros. Enterprises Limited reached an agreement to extend the existing, conditional Land Purchase Agreement (the "LPA") relating to the land on which the proposed, up to 25 MWe Billingham EQTEC-enabled syngas plant at Haverton Hill, Billingham, UK, will be constructed. The LPA Longstop Date was extended to 23 December 2022. ��� March 2022: The Company formally entered the French market with the creation of a wholly-owned subsidiary, EQTEC France SAS, and completed a Strategic Collaboration Agreement with SEPS, a French company specialising in the management and recycling of industrial waste. The Agreement confirmed the shared intent to pursue development of contaminated waste treatment plants that apply the combined capabilities of SEPS and EQTEC technologies, with initial interest focused on specific, offtake applications including electricity, heat, combined cooling, heat & power (CCHP) and biofuels. Also in March, the Company announced that it had entered into arrangements in respect of the provision of a new unsecured bridging loan facility for up to ��10 million, with an initial advance of ��5 million received by the Company on 29 March 2022, provided by Riverfort Global Opportunities PCC Limited and YA II PN, Ltd. Also in March, at the Company's Italia MDC in Italy, the thermal cracking reactor and heat exchanger were assembled and the piping installed. The drying and feeding system were ordered and are expected to be on site, on time, to meet the planned commissioning in H2 2022. Also in March, at the Company's Beli����e MDC in Croatia, a full engineering and specification process was completed. Negotiations advanced with a local industrial customer for power and heat offtake. In Q2, the Company expects to agree heads of terms with the industrial customer for the offtake. In addition, a preferred customer for the biochar to be produced at the site has been identified and commercial discussions commenced. A further site visit with EPC contractor COS.M.I. Srl is confirmed for the last week of April towards commissioning as planned in H2 2022. OUTLOOK: By the end of 2022, the Company expects to make fully operational two MDCs and two additional plants under construction for other owner-operators. It also expects to reach financial close on additional projects that extend existing propositions but also add new capabilities with different feedstock and new offtake applications. The Company is targeting continued, strong revenue growth and reduction in EBITDA losses, with planned investment in new and innovative projects that raise EQTEC's visibility and range of propositions. To further position EQTEC's technology as a replacement for fossil fuel technologies and support growth and scale, the Company will focus on four key areas of development. First, it will invest in its go-to-market model, formalising subsidiaries in the USA, the UK, France and Italy, with JVs in Croatia, Greece and Ireland. Second, it will invest in innovation, with a full R&D programme in 2022 and a three-year strategy for technology development with university partners as well as Wood and other, top-tier technology businesses to be announced. Third, it will enrich its global network to include multinational, Tier 1 development, delivery and technology partners as well as local, market-specific partners, including project funding partners. Fourth, it will invest in talent in its technical and corporate centres as well as in its go-to-market partners, to deepen and broaden capabilities with technology innovation, project development and corporate venturing. Finally, the Company has ramped up its engagement with policymakers and influencers in the EU, UK and USA, toward greater awareness and understanding of EQTEC's capabilities, propositions and place in the Net Zero future. The 2021 annual report and accounts will shortly be available on the Company's website at www.eqtec.com. Investor Presentation EQTEC plc is pleased to announce that CEO David Palumbo, CFO Nauman Babar and COO Jeffrey Vander Linden will provide a live presentation based on 2021 Annual Results, via the Investor Meet Company ("IMC") platform on 26th April 2022 at 1:00pm BST. The presentation is open to all existing and potential shareholders. Questions can be submitted pre-event, via the IMC dashboard, up until 0900 UK time on the day before the meeting, or at any time during the presentation. Investors may sign up to IMC for free and add EQTEC plc via: https://www.investormeetcompany.com/eqtec-plc/register-investor. Investors who already follow EQTEC plc on the Investor Meet Company platform will be invited automatically. The Company will update shareholders in its Q2 update in summer 2022. ENQUIRIES EQTEC plc +44 203 883 7009 David Palumbo / Nauman Babar Strand Hanson - Nomad & Financial Adviser +44 20 7409 3494 James Harris / James Dance Arden Partners - Joint Broker +44 20 7614 5900 Paul Shackleton (Corporate) / Simon Johnson (Sales) Canaccord Genuity - Joint Broker +44 20 7523 8000 Henry Fitzgerald-O'Connor / James Asensio / Patrick Dolaghan Alma PR - Financial Media & Investor Relations +44 20 3405 0205 Josh Royston / Sam Modlin [email protected] BECG - General Media Enquiries +44 7554 014 188 / +44 7867 452 269 Carrie Lowe / Tom Gosschalk [email protected] About EQTEC plc As one of the world's most experienced gasification technology and engineering companies, with a growing track record of delivering operational and commercial success for transforming waste-to-energy through best-in-class technology innovation, engineering and project development, EQTEC brings together design innovation, project delivery discipline and solid commercial experience to add momentum to the global energy transition. EQTEC's proven, proprietary and patented technology is at the centre of clean energy projects, sourcing local waste, championing local businesses, creating local jobs and supporting the transition to localised, decentralised and resilient energy systems. EQTEC designs, supplies and builds advanced gasification facilities in the UK, EU and US, with highly efficient equipment that is modular and scalable from 1MW to 30MW. EQTEC's versatile solutions process over 50 varieties of feedstock, including forestry wood waste, vegetation and other agricultural waste from farmers, industrial waste and sludge from factories and municipal waste, all with no hazardous or toxic emissions. EQTEC's solutions produce a pure, high-quality synthesis gas ("syngas") that can be used for the widest range of applications, including the generation of electricity and heat, production of synthetic natural gas (through methanation) or biofuels (through Fischer-Tropsch, gas-to-liquid processing) and reforming of hydrogen. EQTEC's technology integration capabilities enable the Group to lead collaborative ecosystems of qualified partners and to build sustainable waste reduction and green energy infrastructure around the world. The Company is quoted on AIM (ticker: EQT) and the London Stock Exchange has awarded EQTEC the Green Economy Mark, which recognises listed companies with 50% or more of revenues from environmental/green solutions. Further information on the Company can be found at www.eqtec.com. --- Chairman's Statement 2021 in review The past year, more than any other, has reinforced my view of EQTEC's strengths. We asked a lot of our executive directors and the team going into 2021. I'm delighted their efforts and leadership are reflected in an excellent performance for the period, delivering 410% of last year's revenues, operating losses were reduced and real progress made with projects and Market Development Centres. Our people and technology are our greatest strengths. We have a talented and committed leadership team and world-leading technology capabilities that we continue to evolve and patent. This powerful combination enables us to produce what we believe is the world's most versatile synthesis gas (syngas), to offer the world efficient baseload energy and biofuels generated from waste. As outlined by the CEO in his report, our team has successfully built the platform for growth set out as an objective at the end of 2020 and there has been a big expansion in essential capabilities across the business. We converted more opportunities into formal projects, exercising more proficiency than ever in pushing projects to financial close and hiring more professionals to guarantee more closes in future. Most importantly, we delivered healthy revenue growth, moved four projects from development into construction, eight opportunities into formally managed projects and strategically deferred the two most complex projects in the interest of increasing their value for customers, partners and shareholders. EQTEC's purpose and potential It should come as no surprise that this business is growing. The Company is positioned at the intersection of two essential growth sectors: clean waste disposal and sustainable energy production. EQTEC brings a proven, versatile technology that transforms an exceptionally wide variety of waste types into an exceptionally wide range of clean energy types and fuels. The COP26 Climate Summit in November 2021 amplified the need for our technology. The commitments made there by 190 nations to making greenhouse gas emissions net zero by 2050 still need to be delivered and then exceeded. Non-baseload renewables including solar, wind and hydro all have important roles to play in well-managed national energy strategies but these technologies will not alone replace fossil fuels. Reliable sources of clean baseload energy are also required. And even after everything is done first to reduce, re-use and recycle, waste is still an almost infinite supply as a resource. Innovative, cleantech companies such as EQTEC will take leading positions as providers of carbon-negative, baseload energy and biofuels as well as reduce waste and its associated emissions. Policymakers, in my view, are only now starting to understand the untapped potential of syngas from waste as an alternative fuel for baseload generation. Markets, too, are underestimating the significant impact that cleantech innovation will have. I joined the board of EQTEC to help the Company realise its potential as a provider of advanced solutions that enable the Net Zero future and I see real progress being made. We believe our three-year strategy, with its focus on rapid growth, building scale, and enhancing our technological capabilities, is in your long-term interests. We will, of course, keep the strategy in review and react to market developments that are continually and rapidly evolving. Outlook and closing thanks We are living with risks to the world economy not seen for more than a generation and there is a need to navigate our business through a range of macroeconomic, political and environmental challenges. I believe that the Board has a thorough understanding of the issues and risks and has appropriate plans in place. As I noted above, our primary challenge is not technology capabilities nor the quality of our people - these are already the main Company's assets. The primary challenge - even in this turbulent market - is how to scale rapidly and keep pace with ever-increasing demand for what it offers. The company has proven its technology. It must move quickly to make its solutions more readily available to more customers in more markets for greater impact in supporting a Net Zero world. The Company has reported in successive trading updates the expansion of its pipeline, improving conversion and closure of deals. I expect that in 2022 we will begin turning also to reporting the operational performance of more live plants powered by EQTEC technology. As Chairman of your Board of Directors, I am conscious of my responsibilities to our shareholders who should expect a year of strong growth as we continue to execute on our strategy. We at EQTEC enjoy committed, active and vocal stakeholders and I thank you for your continued support. Chief Executive's Report OPENING REMARKS 2021 was a year of unprecedented change and challenge, as the world's gradual recovery from the Covid-19 pandemic revealed mismatches in supply and demand, with associated market disruptions. Prices for commodities such as steel, copper and other essential metals soared, supply chains were unable to keep up with sudden surges in demand and global shipping and transport brought inevitable delays. Like many, EQTEC witnessed significantly longer order lead times, much higher production prices and pricing guarantees measurable in days instead of months. But even in the face of these challenges, EQTEC delivered solid results. We reached financial close on Market Development Centres in Italy and Croatia, moved four projects from development into construction and eight opportunities into formally managed projects. We delivered 410% of revenues recorded in the previous year and reduced the operating loss by 17%. Our momentum indicates we are on the right track for continued growth and targeting increasingly positive, year-on-year results. Our progress relies on a growing network of license distributors, developers, contractors and other partners across target geographies. At the end of 2021, we were active in seven countries: USA, UK, France, Italy, Croatia, Greece and Ireland. Each of these markets has its own growing pipeline of opportunities, developed and managed by a professional team and with a growing, local network of partners to support development, construction and operations & maintenance (O&M). To support our Go-to-Market entities, we focused global partnering efforts on Tier 1, multinational technology and Engineering, Procurement & Construction (EPC) partners. On 26 November, we announced a technology partnership with Wood, for development and sales of waste-to-synthetic natural gas (SNG) and waste-to-hydrogen solutions. Our joint pipeline already includes a dozen opportunities. Additionally, we worked through much of H2 2021 with three, Tier 1 EPCs on our larger projects in the UK and France, and expect to announce their engagement in one or more projects in due course. Further, we formalised joint venture (JV) arrangements in Croatia and Greece, with a view to establishing more subsidiaries and JVs in other target markets in 2022. These arrangements will ensure that our standards for quality, efficiency and innovation are applied everywhere, but also that we support successful, local businesses to operate independently and become reliable licensing and distribution partners for EQTEC technologies. Finally, and in support of our broadening and deepening market presence, we grew our global team, hiring process engineers, control systems engineers and solidifying our relationship with project engineering partner CT3 Ingenier��a (CT3). These hires, and the CT3 relationship, extended our core technical team and added dozens of additional, project-critical engineers to our global capacity. We brought in a new CFO, who is raising the bar for strategic finance, and we added several other key roles to our commercial and operational capabilities in support of our Go-to-Markets. We ended 2021 having done what we set out to do: construct our platform for growth; strengthen our presence across geographies; grow our pipeline of go-to-market entities and future licensors, each with a pipeline of projects; grow our partner network and future-proof our technology leadership. OPERATIONAL, COMMERCIAL AND CORPORATE HIGHLIGHTS In less than two years, EQTEC has grown both its active projects and the pipeline of interest and opportunity behind it. In our 2020 annual report, we announced 10 projects under development or construction, against a pipeline of 75 opportunities. In our 2021 interim results last September, we announced 17 projects under development or construction, against a pipeline of well over 100. Corporate development R&D. The Company confirmed completion of a successful R&D programme in December, including tests with Refuse Derived Fuel (RDF) and others with contaminated plastics, all at its R&D facility in France, operated with partner Universit�� de Lorraine. Collaboration with Wood. The Company in November signed a strategic collaboration agreement with Tier 1 engineering company Wood, to focus on joint development of integrated technology solutions for waste-to-SNG and waste-to-hydrogen. Company executives joined Wood at COP26 to share its propositions and strategy for waste-to-value business. Collaboration with H2. The Company in December signed a collaboration framework agreement with development consultancy H2 Energy Solutions Ltd of Germany. The partners will pursue opportunities for deployment of waste-to-hydrogen and other solutions, particularly in Germany and Turkey. Appointment of CFO: The Company in July appointed Nauman Babar as CFO and to the Board of Directors. Appointment of joint broker: The Company in March appointed Canaccord Genuity Limited as the Company's joint broker along with Arden Partners. Launch of Long-Term Incentive Plan: The Company in February launched its first Long-Term Incentive Plan for Group employees, to support joint ownership and drive performance through shared accountability. Plants under construction USA: The Company in October invested c. US$2.8 million (c. ��2.1 million) in the North Fork Community Power (NFCP) project, increasing its equity share to 49%, offering a US$4.5 million convertible loan facility. Following execution of the facility, construction work continued. The Company in December announced a new partnership with Phoenix Energy, North Fork Community Development Council and Carbonfuture GmbH to help Sierra Nevada communities sequester carbon, reduce wildfire risk, generate green energy, create jobs and support the local community whilst generating tradeable carbon credits. Italy: The Company in May together with a consortium of investors, acquired a decommissioned, biomass waste-to-energy plant in Tuscany, Italy that it intends to recommission as a Market Development Centre (MDC), with EQTEC as O&M contractor. The plant will convert multiple types of biomass feedstock into heat, power and biochar. Once operational, the Italia MDC is expected to generate annual revenues of c. ���2,000,000 and EBITDA of c. ���750,000. Croatia: The Company in August acquired, through its Croatian JV, a 1.2 MWe biomass-to-energy gasification plant in Beli����e, Croatia. Once operational, it will become a Croatia MDC, with EQTEC as O&M contractor. Technology sales for EQTEC over the life of the project are expected to be c. ���2.0 million, of which c. 60% was invoiced in Q4 2021. In September, the Company's JV acquired a 1.2 MWe biomass-to-energy gasification plant in Karlova��, Croatia. The plant will be retrofitted with EQTEC technology and repowered, and is expected to produce 3 MWe of green electricity and high-quality biochar. It is expected that the Company will become the plant's O&M contractor. Technology sales for EQTEC over the life of the project are expected to be c. ���15m, of which c.10% was invoiced by EQTEC in Q4 2021. Greece: The Company in October confirmed that all deliveries of EQTEC technology had been made to the 0.5 MWe Larissa, Thessaly project. The project is building Greece's first advanced gasification, waste-to-energy plant. Projects under development USA: The Company and its local partners appointed EPC contractor Infinity Project Management Inc (IPM) as owners' representative for the Blue Mountain Electric Company LLC opportunity in Wilseyville, California (BMEC). The project is expected to complete front-end engineering design (FEED) in H2 2022, toward financial close in the same year. The BMEC plant will convert c. 24,000 tonnes of forestry waste per year into c. 2,400 tonnes of high-quality biochar and 3 MWe of power for the local community, whilst contributing to prevention of forest fires. UK: In September, the Company's Southport project SPV entered into a conditional share purchase agreement to acquire full ownership of the project, with the agreement expected to complete in due course. In November, the Company submitted a revised planning application for a Phase 1 waste reception centre and anaerobic digestion facility as a precursor to the intended Phase 2 planning application for an EQTEC facility. The planned Phase 1 facility is designed to convert 80,000 tonnes of waste into six million cubic metres of biomethane, which, in turn would output 9 MWe. The Phase 2 facility is intended to convert up to 25,000 tonnes of RDF into an estimated 3 MWe of green electricity per year. Further, the Company and its partner, Rotunda Group Ltd., identified the potential for an additional gasification facility nearby. The additional site would potentially allow for installation of a larger, Phase 3 EQTEC facility that could transform waste into synthetic natural gas (SNG) and/or hydrogen. The Company and its partners are carrying out feasibility studies. EQTEC expects to be the project developer for all phases of the project, providing design and core Advanced Gasification Technology and retaining a portion of the O&M contract. The Company in February signed a Collaboration Framework Agreement (CFA) with Logik Developments Limited, toward development of a 9.9 MWe plant at Deeside, Flintshire, UK, including a Phase 1 recycling and anaerobic digestion facility. The Company in March announced it had signed a CFA with Toyota Motor Manufacturing UK, whose manufacturing facility is adjacent to the site. The CFA expressed Toyota's intention to work with the Company on innovative, circular and sustainable waste-to-energy solutions for Toyota's engine manufacturing plant next to the prospective Deeside plant. The Company in June submitted a planning application for a Phase 2 gasification facility deploying EQTEC technology. The proposed plant would combine a 182,000-tonne waste reception plant with anaerobic digestion and EQTEC technology. The Company in October announced it had through the project SPV entered into a cooperation agreement with Anaergia Inc. for delivery of the multi-technology plant. In December, the Company announced entering into a Supplementary Agreement with Logik under which the two partners would develop an additional Phase 3 waste-to-value infrastructure on the Deeside site. The partners successfully completed a feasibility study for hydrogen production that indicated planning and environmental viability. The Company in January received notification of planning approval from Stockton-on-Tees Borough Council for an improved waste-to-energy scheme for the Company's RDF-to-energy project at Billingham, Teesside. In February, the Company's project signed a conditional Land Purchase Agreement. The Company in June completed concept design work for the core gasification process, with progress on design of the full plant. The Company in December confirmed it was investigating new offtake opportunities for both Deeside and Billingham and that it was working with technology and delivery partners toward feasibility work at both sites. The Company in December also confirmed its decision to defer financial close for both projects to enable further feasibility work. Company executives visited both sites in December and had constructive meetings with the local Members of Parliament. France: The Company in December signed a Letter of Intent (LoI) with SEPS SAS of France (SEPS), a company specialising in the management and recycling of industrial waste. The LoI will support the Company's pursuit of the safe and clean transformation of contaminated plastics into energy, hydrogen and biofuels. The Company also confirmed it had identified and was pursuing an additional six project opportunities in France for a range of biomass, RDF and other feedstock, as well as a range of offtake applications. Greece: In January, the Company signed a MoU with Nobilis Pro Energy S.A. The agreement includes collaborative development of Nobilis's existing pipeline of opportunities and for construction in Nobilis, Almyros, where grid connection and land agreement are already confirmed. The Company, in September, announced formation of EQTEC Synergy Projects Limited, a JV between EQTEC and its strategic partners in Greece, German EPC ewerGy GmbH and ECO Hellas M IKE. It also confirmed that the JV had acquired a 1 MWe biomass-to-energy project in Livadia, Greece and exclusivity for a second 1 MWe project nearby. In October, the Company's Greek JV acquired the rights to a project in Nevrokopi, Drama. The project would develop a biomass-to-energy plant that could generate 5 MW green electricity from locally and sustainably sourced forestry waste. Ireland: The Company and its partner, Carbon Sole Group Limited, pursued development of 3 projects in Ireland for biomass-to-bioenergy plants and in particular for sustainable forestry waste for production of synthetic natural gas (SNG). FINANCIAL HIGHLIGHTS �� Revenue: For the financial year to 31 December 2021, the Group recognised revenue of ���9.2 million (FY 2020: ���2.2 million). �� Profit/loss: For the financial year, the Group incurred losses of ���4.7 million (FY 2020: ���5.8 million). �� Assets: The net assets of the Group increased to ���43.4 million at 31 December 2021 (31 December 2020: ���25.3 million). �� Placing: The Company in May raised ��16 million (���19 million) before expenses, in an institutional investor-led, oversubscribed placing. �� Cash: The cash balance of the Group at 31 December 2021 stood at ���6.4 million (31 December 2020: ���6.4 million). �� Debt: The Company in January agreed a new loan facility of ���1.39 million with EQTEC shareholder, Altair Group Investment Limited, with a maturity date of 31 December 2021. The loan, fully drawn down to repay an outstanding debt with another lender, had a lower interest rate than the previously held debt facility and was itself repaid in full in June 2021, six months ahead of schedule. OUTLOOK AND FUTURE PLANS The challenges of 2021 have only expanded in 2022. The tragedy in Ukraine and sanctions against Russia have brought home to many the critical importance of energy independence and security. We see the recent, concerted efforts to replace Russian oil and gas as more than a short-term reaction; it is a catalyst and accelerator of much more fundamental, lasting change. Far greater investment will now go into making the shift away from fossil fuels. This presents an enormous opportunity for EQTEC. For the world to make this shift, governments, investors and owner-operators will turn their attention to the pervasive, baseload energy challenge. 67% of baseload power is from non-renewable sources that solar, wind and hydro power cannot replace. Yet, more than 90% of investments in alternative energy solutions have gone toward such non-baseload solutions. These complementary solutions are also essential, but the intermittency of their supply makes them inadequate to address baseload demand alone. EQTEC and other companies able to provide scalable, always-on, 24 x 7 x 365 solutions will increasingly find themselves at the centre of attention with policymakers and investors. EQTEC's ability to build smaller-scale, local plants that use locally-sourced feedstock for locally distributed energy and biofuels not only advances the Net Zero agenda, but it revolutionises waste management, energy generation and distribution. Our technology supports communities and industries, in better using local, unrecyclable types of waste, transforming it into valuable resources.. EQTEC's local-to-local approach also adds grid resilience: one plant's downtime does not result in mass outages but is supported by a distributed network. This approach creates energy security and independence and transition away from fossil fuels. We were happy to be acknowledged in the UK Parliament for these very points. Previous Leader of the House of Commons Jacob Rees-Mogg commented in January 2022 that, "Companies such as EQTEC are exactly what we need to keep us on course for net zero by 2050 while maintaining a healthy, varied and affordable energy supply." We are finding increasing acknowledgement in the UK and elsewhere across Europe, North America and Asia that true gasification is the preferred intermediate fuel solution for hydrogen, synthetic natural gas and biofuels. EQTEC is the innovation leader in advanced gasification and we intend to engage much more closely with governments, investors and owner-operators, embracing the post-fossil fuel economy and the leading solutions in it. To position EQTEC's technology as a replacement for fossil fuel technologies and to support our growth and scale, we are doing four key things: First, we are investing in our Go-to-Market model. We are formalising subsidiaries in the USA, the UK, France and Italy, with JVs in Croatia, the Aegean and possibly elsewhere. We are looking again to Asia, where we have long had demand and see increasing opportunity. Second, we are doubling-down on our investments in innovation. A successful year of tests and trials in 2021 is expected to be followed by another in 2022. We have a three-year strategy for technology development and a solid plan every year. Our partners at Universit�� de Lorraine and Universidad de Extremadura will be joined by Wood and other, top-tier technology businesses to be announced. Third, we are enriching our global network of partners. As EQTEC pursues relationships with multinational, Tier 1 development, delivery and technology partners, each of our Go-to-Markets is building local partnerships. The balance of local and multinational will bring resilience to our delivery model and support development of a global, technology licensing network. Fourth, we are investing in talent. 2021 saw growth in both our technical and corporate centres with a doubling across the business as a whole. We invested in veteran delivery managers with decades of experience in large-scale infrastructure project management and complex deal-making. In 2022, we are investing in corporate finance and venturing capabilities to pursue private- and public-sector funding. We are hiring more process engineers and engineering project managers to cover our growing project portfolio. We are adding financial accountants to drive discipline with forecasting and budget management. Finally, we are investing in targeted Go-to-Markets, including some of our partner organisations, to ensure the quality and discipline we expect is delivered through all projects. By the end of 2022, we are committed to having two MDCs fully operational and clocking the efficiency and high operational availability we expect. The importance of these and future MDCs cannot be overstated. Not only will these further prove EQTEC's proposition, but they will be visitor centres for the local community and for prospective partners and customers. They will be training and development facilities for our partners and their partners. They will be R&D facilities for testing capabilities in a live environment. They will be the plants that raise EQTEC's visibility and prove to large-scale owner-operators that we have a highly scalable solution that will be the core of at least one of their future lines of business. The Net Zero future is one with minimum dependency on fossil fuels. EQTEC and companies like us will be the ones to make that future possible. To accelerate progress toward it, and to transform the greatest challenge of our time into the greatest opportunity, we are building a resourceful and resilient team, a global ecosystem of top-tier partners and technology-led solution business models as a platform to support exponential growth. 2022 is expected to prove an even greater inflection point than 2021 and we are embracing its challenges fully, to show ourselves and our shareholders that EQTEC can fulfil our mission as a leading, technology innovator for baseload energy and biofuels. Consolidated statement of profit or loss for the financial year ended 31 December 2021 Notes 2021 2020 ��� ��� Revenue 8 9,171,764 2,234,727 Cost of sales (7,541,354) (1,978,987) Gross profit 1,630,410 255,740 Operating income/(expenses) Administrative expenses (4,190,592) (3,694,217) Other income 9 - 61,922 Impairment costs 14 (5,498) (17,250) Other losses 12 (1,418,860) (170,059) Employee share-based compensation 10 (205,648) (1,297,309) Foreign currency gains 348,885 211,337 Operating loss (3,841,303) (4,649,836) Share of results from equity accounted investments 20 (24,188) - Gains from sales to equity accounted investments deferred 20 (211,478) - Gain arising from loss of control of subsidiaries 19 9,957 - Change in fair value of financial investments 22 (250,378) - Finance income 11 134,069 17,329 Finance costs 11 (517,108) (1,206,392) Loss before taxation 14 (4,700,429) (5,838,899) Income tax 15 - - Loss for the financial year from continuing operations (4,700,429) (5,838,899) Profit for the financial year from discontinued operations 32 - 71,084 LOSS FOR THE FINANCIAL YEAR (4,700,429) (5,767,815) Loss attributable to: Owners of the Company (4,700,497) (5,762,733) Non-controlling interest 68 (5,082) (4,700,429) (5,767,815) 2021 2020 ��� per share ��� per share Basic loss per share: From continuing operations 16 (0.001) (0.001) From continuing and discontinued operations 16 (0.001) (0.001) Diluted loss per share: From continuing operations 16 (0.001) (0.001) From continuing and discontinued operations 16 (0.001) (0.001) Consolidated statement of other comprehensive income for the financial year ended 31 December 2021 2021 2020 ��� ��� Loss for the financial year (4,700,429) (5,767,815) Other comprehensive income Items that may be reclassified subsequently to profit or loss Exchange differences arising on retranslation of foreign operations 238,715 6,080 Other comprehensive income for the year 238,715 6,080 Total comprehensive loss for the financial year (4,461,714) (5,761,735) Attributable to: Owners of the company (4,301,511) (5,848,045) Non-controlling interests (160,203) 86,310 (4,461,714) (5,761,735) Consolidated statement of financial position At 31 December 2021 Notes 2021 2020 ASSETS ��� ��� Non-current assets Property, plant and equipment 17 446,861 187,792 Intangible assets 18 17,702,833 15,283,459 Investments accounted for using the equity method 20 8,074,184 3,379,625 Financial assets 21 4,050,030 2,570,888 Other financial investments 22 506,976 - Total non-current assets 30,780,884 21,421,764 Current assets Development assets 24 3,455,496 503,653 Loan receivable from project development undertakings 24 3,000,469 482,537 Trade and other receivables 25 6,876,747 894,531 Cash and cash equivalents 26 6,446,217 6,394,791 19,778,929 8,275,512 Assets included in disposal group classified as held for resale 32 - - Total current assets 19,778,929 8,275,512 Total assets 50,559,813 29,697,276 Consolidated statement of financial position At 31 December 2021 - continued Notes 2021 2020 EQUITY AND LIABILITIES ��� ��� Equity Share capital 27 25,977,130 24,355,545 Share premium 27 83,610,562 62,896,521 Other reserves 2,353,868 2,148,220 Accumulated deficit (66,177,072) (61,875,561) Equity attributable to the owners of the company 45,764,488 27,524,725 Non-controlling interests 28 (2,384,189) (2,223,986) Total equity 43,380,299 25,300,739 Non-current liabilities Lease liabilities 30 56,855 106,465 Total non-current liabilities 56,855 106,465 Current liabilities Trade and other payables 31 6,921,806 3,183,979 Borrowings 29 - 1,020,851 Lease liabilities 30 200,853 85,242 7,122,659 4,290,072 Liabilities included in disposal group classified as held for resale 32 - - Total current liabilities 7,122,659 4,290,072 Total equity and liabilities 50,559,813 29,697,276 The financial statements were approved by the Board of Directors on 22 April 2022 and signed on its behalf by: Ian Pearson David Palumbo Chairman Director Consolidated statement of changes in equity for the financial year ended 31 December 2021 Share Capital Share premium Other reserves Accumulated deficit Equity attributable to owners of the company Non-controlling interests Total ��� ��� ��� ��� ��� ��� ��� Balance at 1 January 2020 21,317,482 52,487,278 - (56,011,538) 17,793,222 (2,326,274) 15,466,948 Issue of ordinary shares in EQTEC plc (Note 27) 2,658,622 9,841,484 - - 12,500,106 - 12,500,106 Conversion of debt into equity (Notes 27) 379,441 1,536,252 - - 1,915,693 - 1,915,693 Share issue costs (Note 27) - (639,931) - - (639,931) - (639,931) Employee share-based compensation (Notes 10 & 27) - - 1,297,309 - 1,297,309 - 1,297,309 Recognition of equity element of debt (Notes 12 & 27) - - 522,349 - 522,349 - 522,349 Warrants issued on placing of shares - (328,562) 328,562 - - - - Change in the ownership interest - - - (15,978) (15,978) 15,978 - Transactions with owners 3,038,063 10,409,243 2,148,220 (15,978) 15,579,548 15,978 15,595,526 Loss for the financial year - - - (5,762,733) (5,762,733) (5,082) (5,767,815) Unrealised foreign exchange losses - - - (85,312) (85,312) 91,392 6,080 Total comprehensive loss for the financial year - - - (5,848,045) (5,848,045) 86,310 (5,761,735) Balance at 31 December 2020 24,355,545 62,896,521 2,148,220 (61,875,561) 27,524,725 (2,223,986) 25,300,739 Issue of ordinary shares in EQTEC plc (Note 27) 1,402.324 18,206,268 - - 19,608,592 - 19,608,592 Conversion of debt into equity (Note 27) 167,728 3,285,013 - - 3,452,741 - 3,452,741 Issued in acquisition of financial asset (Note 27) 51,533 693,628 - - 745,161 - 745,161 Share issue costs (Note 27) - (1,470,868) - - (1,470,868) - (1,470,868) Employee share-based compensation (Note 10) - - 205,648 - 205,648 - 205,648 Transactions with owners 1,621,585 20,714,041 205,648 - 22,541,274 - 22,541,274 Loss for the financial year - - - (4,700,497) (4,700,497) 68 (4,700,429) Unrealised foreign exchange losses - - - 398,986 398,986 (160,271) 238,715 Total comprehensive loss for the financial year - - - (4,301,511) (4,301,511) (160,203) (4,461,714) Balance at 31 December 2021 25,977,130 83,610,562 2,353,868 (66,177,072) 45,764,488 (2,384,189) 43,380,299 Consolidated statement of cash flows for the financial year ended 31 December 2021 Notes 2021 2020 ��� ��� Cash flows from operating activities Loss for the financial year (4,700,429) (5,838,899) Adjustments for: Depreciation of property, plant and equipment 17 156,520 83,463 Amortisation of intangible assets 18 72,685 Loss on disposal of investments - 1,275 Impairment of other financial investments 22 - 17,250 Employee share-based compensation 10 205,648 1,297,309 Impairment of trade receivables 25 - 19,016 Share of loss of equity accounted investments 24,188 - Gains from sales to equity accounted investments deferred 211,478 - Gain on loss of control of subsidiary 19 (9,957) - Change in fair value of financial investments 22 250,378 - Loss on debt for equity swap 12 1,418,860 170,059 Unrealised foreign exchange movements 103,234 (201,723) Operating cash flows before working capital changes (2,267,395) (4,452,250) Decrease/(increase) in: Development assets (3,144,600) (503,653) Trade and other receivables (5,946,010) 6,754 Increase in Trade and other payables 3,432,256 264,141 Cash used in operating activities - continuing operations (7,925,749) (4,685,008) Finance income 11 (134,069) (17,329) Finance costs 11 517,108 1,206,392 Net cash used in operating activities - continuing operations (7,542,710) (3,495,945) Net cash used in operating activities - discontinued operations 32 - (47,741) Cash used in operating activities (7,542,710) (3,543,686) Cash flows from investing activities Additions to intangible assets (1,000,000) - Proceeds from the disposal of property, plant and equipment - 300,000 Cash inflow from disposal of subsidiary 33 - 218,635 Selling expenses on disposal of subsidiary 33 - (65,261) Loans advanced to project development undertakings (2,430,137) (469,769) Proceeds from the disposal of other investments - 84 Investment in equity accounted undertakings (978,825) (1,150,619) Loans advanced to equity accounted undertakings (3,746,984) - Investment in related undertakings (697,635) (333,882) Other advances to equity accounted undertakings (27,508) - Net cash used in investing activities - continuing operations (8,881,089) (1,500,812) Net cash used in investing activities - discontinued operations 32 - (19,997) Net cash used in investing activities (8,881,089) (1,520,809) Consolidated statement of cash flows for the financial year ended 31 December 2021 - continued Notes 2021 2020 ��� ��� Cash flows from financing activities Proceeds from borrowings and lease liabilities 29 1,391,174 107,000 Repayment of borrowings and lease liabilities 29 (3,031,724) (1,363,348) Loan issue costs 29 - (30,944) Proceeds from issue of ordinary shares 19,420,222 12,735,236 Share issue costs (1,180,217) (635,911) Interest paid (20) (21,955) Net cash generated from financing activities - continuing operations 16,599,435 10,790,078 Net cash used in financing activities - discontinued operations 32 - (63,196) Net cash generated from financing activities 16,599,435 10,726,882 Net increase in cash and cash equivalents 175,636 5,662,387 Cash and cash equivalents at the beginning of the financial period 6,270,581 608,194 Cash and cash equivalents at the end of the financial period 26 6,446,217 6,270,581 Cash and cash equivalents included in disposal group 32 - - Cash and cash equivalents for continuing operations 26 6,446,217 6,270,581 Details of non-cash transactions are set out in Note 36 of the financial statements. Company statement of financial position At 31 December 2021 Notes 2021 2020 ASSETS ��� ��� Non-current assets Intangible assets 18 2,419,374 - Investment in subsidiary undertakings 19 17,994,504 17,869,630 Investments accounted for using the equity method 20 6,569,432 3,379,625 Other financial investments 22 506,976 - Total non-current assets 27,490,286 21,249,255 Current assets Development assets 24 305,553 9,275 Loan receivable from project development undertakings 24 613,678 243,598 Trade and other receivables 25 14,507,848 2,703,491 Cash and bank balances 26 4,845,633 6,111,864 Total current assets 20,272,712 9,068,228 Total assets 47,762,998 30,317,483 EQUITY AND LIABILITIES Equity Share capital 27 25,977,130 24,355,545 Share premium 27 102,544,642 81,830,601 Other reserves 2,353,868 2,148,220 Accumulated deficit (83,603,698) (79,661,097) Total equity 47,271,942 28,673,269 Total non-current liabilities - - Current liabilities Borrowings 29 - 896,641 Trade and other payables 31 491,056 747,573 Total current liabilities 491,056 1,644,214 Total equity and liabilities 47,762,998 30,317,483 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 ���3,942,601 (2020: ���3,270,895). The financial statements were approved by the Board of Directors on 22 April 2022 and signed on its behalf by: Ian Pearson David Palumbo Chairman Director Company statement of changes in equity for the financial year ended 31 December 2021 Share capital Share premium Other reserves Accumulated deficit Total ��� ��� ��� ��� ��� Balance at 1 January 2020 21,317,482 71,421,358 - (76,390,202) 16,348,638 Issue of ordinary shares in EQTEC plc (Note 27) 2,658,622 9,841,484 - - 12,500,106 Conversion of debt into equity (Notes 27 and 29) 379,441 1,536,252 - - 1,915,693 Share issue costs (Note 27) - (639,931) - - (639,931) Employee share-based compensation (Notes 10 and 27) - - 1,297,309 - 1,297,309 Recognition of equity element of debt (Notes 12 and 27) - - 522,349 - 522,349 Warrants issued on placing of shares (Note 27) - (328,562) 328,562 - - Transactions with owners 3,038,063 10,409,243 2,148,220 - 15,595,526 Loss for the financial year (Note 37) - - - (3,270,895) (3,270,895) Total comprehensive loss for the financial year - - - (3,270,895) (3,270,895) Balance at 31 December 2020 24,355,545 81,830,601 2,148,220 (79,661,097) 28,673,269 Issue of ordinary shares in EQTEC plc (Note 27) 1,402.324 18,206,268 - - 19,608,592 Conversion of debt into equity (Note 27) 167,728 3,285,013 - - 3,452,741 Issued in acquisition of financial asset (Note 27) 51,533 693,628 - - 745,161 Share issue costs (Note 27) - (1,470,868) - - (1,470,868) Employee share-based compensation (Note 10) - - 205,648 - 205,648 Transactions with owners 1,621,585 20,714,041 205,648 - 22,541,274 Loss for the financial year - - - (3,942,601) (3,942,601) Total comprehensive loss for the financial year - - - (3,942,601) (3,942,601) Balance at 31 December 2021 25,977,130 102,544,642 2,353,868 (83,603,698) 47,271,942 Company statement of cash flows for the financial year ended 31 December 2021 Notes 2021 2020 ��� ��� Cash flows from operating activities Loss before taxation (3,942,601) (3,270,895) Adjustments for: Amortisation of intangible assets 18 72,685 - Employee share-based compensation 10 80,771 1,297,309 Reversal of impairment of intercompany loans - (1,720,704) Finance costs 508,747 1,177,335 Finance income (104,568) (13,397) Impairment of intercompany balances 5,627 140,678 Change in fair value of financial investments 22 250,378 - Loss on debt for equity swap 10 1,418,860 170,059 Foreign currency (gains)/losses arising from retranslation of borrowings (280,767) 235,968 Operating cash flows before working capital changes (1,990,868) (1,983,647) Funds advanced to inter-company accounts (13,490,118) (2,112,285) Repayment of inter-company balances 2,205,863 689,637 Increase in development assets (296,278) (9,275) Increase in trade and other receivables (283,968) (107,773) Increase in trade and other payables 178,869 352,350 Net cash used in operating activities (13,676,500) (3,170,993) Cash flows from investing activities Addition to intangible assets (1,000,000) - Investment in equity accounted undertakings (968,324) (1,150,619) Loans advanced to equity accounted undertakings (2,036,074) - Investment in subsidiary (10,000) (1,000,000) Subsidiaries transferred to other subsidiary undertakings 10,003 - Loans advanced to project development undertakings (350,000) (230,957) Net cash used in investing activities (4,354,395) (2,381,576) Cash flows from financing activities Proceeds from borrowings 29 1,391,174 - Repayment of borrowings 29 (2,866,515) (852,567) Proceeds from issue of ordinary shares 19,420,222 12,735,236 Share issue costs (1,180,217) (635,911) Loan issue costs 29 - (30,944) Net cash generated from financing activities 16,764,664 11,215,814 Net (decrease)/increase in cash and cash equivalents (1,266,231) 5,663,245 Cash and cash equivalents at the beginning of the financial year 6,111,864 448,619 Cash and cash equivalents at the end of the financial year 26 4,845,633 6,111,864 Notes to the financial statements 1. GENERAL INFORMATION EQTEC plc ("the Company") is a company domiciled in Ireland. These financial statements for the financial year ended 31 December 2021 consolidate the individual financial statements of the Company and its subsidiaries (together referred to as 'the Group'). The Group is a waste-to-value group, which uses its proven proprietary Advanced Gasification Technology to generate safe, green energy from over 50 different kinds of feedstock such as municipal, agricultural and industrial waste, biomass, and plastics. The Group collaborates with waste operators, developers, technologists, EPC contractors and capital providers to build sustainable waste elimination and green energy infrastructure. Our income currently comes from the following streams: gasification technology sales including software, engineering & design and other related services; maintenance income from operating plants; and we receive development fees from projects where we invest development capital. In the future we expect to receive potential revenue from licensing opportunities and revenue from live operations where EQTEC has an equity stake in a plant. 2. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs) New/revised standards and interpretations adopted in 2021 In the current financial year, the Group has applied a number of amendments to IFRS 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 2021. Their adoption has not had any impact on the disclosures or on the amounts reported in these financial statements. �� Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: Interest Rate Benchmark Reform Phase 2; �� Amendments to IFRS 16: COVID-19 Rent Related Concessions. New and revised IFRS Standards in issue but not yet effective The following new and revised 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: �� IFRS 17 Insurance Contracts and Amendments to IFRS 17 Insurance Contracts (Amendments to IFRS 17 and IFRS 4); �� IFRS 10 and IAS 28 (amendments) Sale of Contribution of Assets between an Investor and its Associate or Joint Venture; �� Amendments to IAS 1 Classification of Liabilities as Current or Non-current; �� Amendments to IFRS 3 Reference to the Conceptual Framework; �� Amendments to IAS 16 Property, Plant and Equipment-Proceeds before Intended Use; �� Amendments to IAS 37 Onerous Contracts - Cost of Fulfilling a Contract; �� Annual improvements to IFRS Standards 2018-2020 cycle Amendments to IFRS 1 First time adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IFRS 16 Leases and IAS 41 Agriculture; �� Amendments to IAS 1 and IFRS Practice Statement 2 Disclosure of Accounting Policies; �� Amendments to IAS 8 Definition of Accounting Estimates; �� Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction. The directors do not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Group in future periods. 3. STATEMENT OF ACCOUNTING POLICIES Statement of Compliance, Basis of Preparation and Going Concern 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 2021 for all years presented as issued by the International Accounting Standards Board. The financial statements of the parent company, EQTEC plc have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union ('EU') effective at 31 December 2021 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. Comparative amounts have been re-presented where necessary, to present the financial statements on a consistent basis. The financial statements are presented in euros and all values are not rounded, except when otherwise indicated. The Group incurred a loss of ���4,700,429 (2020: ���5,767,815) during the financial year ended 31 December 2021 and had net current assets of ���12,656,270 (2020: ���3,985,440) and net assets of ���43,380,299 (2020: ���25,300,739) at 31 December 2021. The financial statements have been prepared on a going concern basis. The Group's business activities, together with the factors likely to affect its future development, performance and position, are set out in the Chairman's Statement and Chief Executive's Report. The principal risks and uncertainties are set out in the Directors' Report. Management have produced forecasts for the period up to April 2023 taking account of reasonably plausible changes in trading performance and market conditions, which have been reviewed by the Directors. These reasonably plausible changes include the continued impact of the Covid-19 pandemic and any related operational and execution delays caused by it. The forecasts demonstrate that the Group and Company is forecast to generate cash in 2022/2023 and that the Group has sufficient cash reserves to enable the Group and Company to meet its obligations as they fall due for a period of at least 12 months from the date when these financial statements have been signed. Amongst other things, the assessment involved assumptions around collection of receivables from associate and joint venture companies and availability of project funding. After undertaking the assessments and considering the uncertainties set out above, the Directors have a reasonable expectation that the Group and Company has adequate resources to continue to operate for the foreseeable future and for these reasons they continue to adopt the going concern basis in preparing the financial statements. Basis of consolidation The Group financial statements consolidate those of the parent company and all of its subsidiaries as of 31 December 2021. 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 noncontrolling 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 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. 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 and Note 32). 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. 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. Any reversal of that impairment loss is recognised to the extent that the recoverable amount of the investment subsequently increases. 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. 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 two operating segments: the power generation segment and the technology sales segment. In identifying these 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. 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. 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: 5-50 years ��� 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. 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. An impairment loss is reversed if the asset's or cash-generating unit's recoverable amount exceeds its carrying amount. 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. 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 2021 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. 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. 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. 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 reasonably plausible changes in trading performance and market conditions, which include the continued impact of the Covid-19 pandemic and any related operational and execution delays caused by it. After undertaking the assessments and considering the uncertainties set out above, the Directors have a reasonable expectation that the Group and the Company has adequate resources to continue to operate for the foreseeable future. Furthermore, the Directors are not aware of any material uncertainties that may cast significant doubt upon the Group and Company's ability to 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 has reassessed its involvement in Newry Biomass Limited in accordance with IFRS 10's revised 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. 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 Group holds 49% of the share capital of Synergy Karlovac d.o.o. and Synergy Belisce d.o.o. However, this entity is 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 estimate for future cash flows includes consideration of possible delays due to Covid-19. The total property, plant and equipment reversal of impairment charges during the financial year as included in Note 17 amounted to ���Nil (2020: ���Nil), while the impairment for goodwill during the financial year as included in Note 18 amounted to ���Nil (2020: ���Nil). Provision for impairment of financial assets - Group Determining whether the carrying value of financial assets 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 ���Nil (2020: ���Nil) be recognised in the Group accounts of EQTEC plc. 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 ���Nil (2020: ���Nil) be recognised in the Company accounts of EQTEC plc. 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. 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 2021, provisions for doubtful debts amounted to ���475,687 which represents 9% of trade receivables at that date (31 December 2020: ���475,687- 74%) (see note 25). 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 Notes 10 and 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 24). 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: 2021 2020 ��� ��� Loans receivable from project development undertakings 3,000,469 482,537 Trade and other receivables 6,876,747 894,531 Cash and cash equivalents 6,446,217 6,394,791 The Company's maximum exposure to credit risk is represented by the balance sheet amount of each financial asset: 2021 2020 ��� ��� Loans receivable from project development undertakings 613,678 243,598 Trade and other receivables 14,507,848 2,703,491 Cash and cash equivalents 4,845,633 6,111,864 The Group and Company's credit risk is primarily attributable to its loans receivable from project development undertakings and trade and other receivables. Credit risk (continued) 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 had risk exposure to the following counterparties at year-end: 2021 2020 ��� ��� Loans receivable from project development undertakings Loan receivable from Logik Wte Limited 1,538,420 170,561 Loan receivable from Shankley Biogas Limited 848,371 68,378 Trade and other receivables Receivable from Synergy Karlovac d.o.o. 2,202,884 - Receivable from Synergy Belisce d.o.o. 1,962,925 - Apart from the above, 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 Ba rating category of Moody's (2020: Ba). The directors are of the opinion that the likelihood of default by a counter party leading to material loss is minimal. The reconciliation of loss allowance is included in Note 25. 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. The table below details the maturity of the Group's liabilities as at 31 December 2021: Up to 1 year 1 - 5 years After 5 years Total Notes ��� ��� ��� ��� Trade and other payables 31 6,921,806 - - 6,921,806 Investor loans 29 - - - - Bank overdraft 29 - - - - 6,921,806 - - 6,921,806 The table below details the maturity of the Group's liabilities as at 31 December 2020: Up to 1 year 1 - 5 years After 5 years Total Notes ��� ��� ��� ��� Trade and other payables 31 3,183,980 - - 3,183,980 Investor loans 29 896,641 - - 896,641 Bank overdraft 29 124,210 - - 124,210 4,204,831 - - 4,204,831 Maturity of all Company's liabilities as at 31 December 2021 and 31 December 2020 are up to 1 year. Refer to Note 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. Interest rate risk (continued) The Group's bank borrowings and other debt instruments (excluding amounts in the disposal group) amounted to ���Nil and ���1,020,851 in 31 December 2021 and 31 December 2020, respectively. The Company's debt instruments amounted to ���Nil and ���896,641 in 31 December 2021 and 31 December 2020, 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 2021 would increase/decrease by ���Nil (2020: increase/decrease by ���621) with a corresponding decrease/increase in equity. The Group's sensitivity to interest rates has decreased during the current financial year mainly due to the repayment of investor loans in EQTEC plc in the financial year. Foreign exchange risk The Group and Company is mainly exposed to future changes in the Sterling, the US Dollar and the Croatian Kuna relative to the Euro. These risks are managed by monthly review of Sterling, US Dollar and Croatian Kuna 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 2021 ��� 2020 ��� 2021 ��� 2020 ��� Sterling 3,813,537 2,722,298 8,208,131 6,441,771 US Dollar - 984,906 25,695 38,354 Croatian Kuna 240,247 - 1,212,271 - 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 2021 ��� 2020 ��� 2021 ��� 2020 ��� Sterling 169,433 461,909 12,822,699 7,221,106 US Dollar - 984,906 45,549 54,661 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 2021 ��� 2020 ��� 31 Dec 2021 ��� 31 Dec 2020 ��� Sterling Impact: Profit and loss/equity 443,898 375,704 1,278,108 682,747 US Dollar Impact: Profit & Loss/Equity 2,288 95,611 4,056 93,964 Croatian Kuna: Profit and loss/equity 98,184 - - - Foreign exchange risk (continued) The Group and Company's sensitivity to foreign currency has increased during the current financial year mainly due to the placing of equity for sterling in the financial year, coupled with the set up of a new Croatian subsidiary. 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. Price risk The Group is exposed to equity price risk in respect of its investment in Metal NRG plc, which is listed on the London Stock Exchange (see Note 22). The investment in Metal NRG plc is considered a long-term, strategic investment. In accordance with the Group's policies, no specific hedging activities are undertaken in relation to these investments. The investments are continuously monitored and voting rights arising from these equity instruments are utilised in the Group's favour. The sensitivity analyses below have been determined based on the exposure to equity price risks at the reporting date. If the quoted stock price for these securities increased or decreased by 5%, the net loss for the year ended 31 December 2021 and 2020 would increase/decrease by ���25,349 (2020: Not applicable) as a result of the changes in fair value of the investments in listed shares. 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 2021 and 2020. The gearing ratio of the Group for the financial year presented is as follows: 31 Dec 2021 31 Dec 2020 ��� ��� Borrowings - 1,020,851 Lease liabilities 257,708 191,707 Cash and bank balances (6,446,217) (6,394,791) Net debt (6,188,509) (5,182,233) Equity 45,764,488 27,524,725 Net debt to equity ratio (14%) (19%) 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; Power Generation: Being the development and operation of renewable energy electricity and heat generating plants. 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) 2021 2020 2021 2020 ��� ��� ��� ��� Technology Sales 9,171,764 2,234,727 995,000 (878,877) Power Generation - - (328) (11,094) Total from continuing operations 9,171,764 2,234,727 994,672 (889,971) Central administration costs and directors' salaries (3,554,854) (2,548,506) Impairment costs (5,498) (17,250) Other income - 61,922 Other losses (1,418,860) (170,059) Change in fair value of financial investments (250,378) - Foreign currency gains 348,885 211,337 Employee share-based compensation (205,648) (1,297,309) Share of results from equity accounted investments (24,188) - Gains from sales to equity accounted investments deferred (211,478) - Gain arising from loss of control of subsidiaries 9,957 - Finance income 134,069 17,329 Finance costs (517,108) (1,206,392) Loss before taxation (continuing operations) (4,700,429) (5,838,899) Revenue reported above represents revenue generated from associated companies, jointly controlled entities and external customers. Inter-segment sales for the financial year amounted to ���Nil (2020: ���Nil). Included in revenues in the Technology Sales Segment are revenues of ���7,084,872 (2020: ���1,980,000) which arose from sales to associate undertakings and joint ventures of EQTEC plc. This represents 77% (2020: 89%) of total revenues in the financial year. A breakdown of the turnover by associated undertaking and joint venture is set out in Note 34 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 2021 2020 2021 2020 ��� ��� ��� ��� Technology sales 84,381 83,463 195,643 - Power Generation - - - - Head Office 144,824 - 2,708,474 - 229,205 83,463 2,904,117 - In addition to the depreciation and amortisation reported above, reversal of impairment losses of ���Nil (2020: ���Nil) were recognised in respect of property, plant, equipment and intangible assets and goodwill respectively. 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: Revenue from Associates and External Customers Non-current assets 2021 2020 2021 2020 ��� ��� ��� ��� Republic of Ireland - - - - EU 6,734,156 254,727 2,720,427 187,792 United States of America 2,437,608 1,980,000 - - United Kingdom - - 147,808 - 9,171,764 2,234,727 2,868,235 187,792 *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 and discontinued operations, is as follows: Continuing Discontinued 2021 2020 2021 2020 ��� ��� ��� ��� Revenue from technology sales 8,022,509 2,234,727 - - Revenue from the generation of energy from wind - - - 135,644 Revenue from development fees 1,149,255 - - - 9,171,764 2,234,727 - 135,644 9. OTHER INCOME Continuing Discontinued 2021 2020 2021 2020 ��� ��� ��� ��� Operating grants - 39,782 - - Reimbursement of wind development costs - 16,449 - - Other income - 5,691 - - - 61,922 - - 10. EMPLOYEE SHARE-BASED PAYMENTS Continuing Discontinued 2021 2020 2021 2020 ��� ��� ��� ��� Expensed in the year 205,648 1,297,309 - - The share-based payment expense includes the cost of employee warrants and options granted and vested in the year (Note 27). 11. FINANCE COSTS AND INCOME Continuing Discontinued 2021 2020 2021 2020 Finance Costs ��� ��� ��� ��� Interest on loans, bank facilities and overdrafts 41,818 1,149,141 - 18,382 Fees on early redemption of loans 466,929 50,149 - - Interest expense for leasing arrangements 8,341 7,102 - - Other interest 20 - - - 517,108 1,206,392 - 18,382 Finance Income Interest receivable on loans advanced 121,459 13,397 - - Interest receivable on deferred consideration 12,610 3,932 - - Interest receivable on bank deposits - - 3 3 134,069 17,329 3 3 Included in finance costs under continuing activities is an amount of ���Nil (2020: ���522,349) with respect to lender warrants granted during the year (see Note 27). 12. OTHER LOSSES Continuing Discontinued 2021 2020 2021 2020 ��� ��� ��� ��� Loss on debt for equity swap 1,418,860 170,059 - - 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 loss recognised on these transactions was ���1,418,860 (2020: ���170,059). 13. EMPLOYEE DATA 2021 2020 ��� ��� The aggregate payroll costs of employees (including executive directors) in the Group were as follows: Salaries 1,575,325 858,915 Social insurance costs 284,643 163,423 Pension costs - defined contribution plans 34,134 (16,932) Termination payments 241,061 - Other compensation costs: Cost of share-based payments 205,648 1,297,309 Short term incentives 506,999 - Private health insurance and other insurance costs 15,071 - 2,862,881 2,302,715 No. No. Average number of employees (including executive directors) 19 13 Company Average number of employees (including executive directors) 4 2 Capitalised employee costs in the financial year amounted to ���Nil (2020 ���Nil). 14. LOSS BEFORE TAXATION 2021 2020 ��� ��� Loss before taxation on continuing operations is stated after charging/(crediting): Depreciation of leasehold buildings (Note 17) 156,520 83,463 Amortisation of intangible assets (Note 18) 72,685 - Impairment of investments (Note 22) - 17,250 Movement in fair value of investments (Note 22) 250,378 - Research and development 17,991 26,412 Gains on foreign exchange (348,885) (211,337) Directors' remuneration: for services as directors 111,234 486,122 (Note 34). for salaries as management 730,496 408,948 share-based payments 86,261 1,127,141 compensation for loss of office 241,061 - Impairment of development assets (Note 24) 5,498 - 2021 2020 ��� ��� Auditor's remuneration: Audit of Group accounts 90,000 60,000 Tax advisory services 15,000 11,000 105,000 71,000 15. INCOME TAX 2021 2020 ��� ��� Income tax expense comprises: Current tax expense - - Deferred tax credit - - Adjustment for prior financial years - - Tax expense - - 2021 2020 ��� ��� Loss before taxation (4,700,429) (5,767,815) Applicable tax 12.50% (2020: 12.50%) (587,554) (720,977) Effects of: Amortisation & depreciation in excess of capital allowances 28,475 17,130 Expenses not deductible for tax purposes 234,361 248,715 Losses carried forward 324,718 455,132 Movement in deferred tax - - Actual tax expense - - 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. 16. LOSS PER SHARE 2021 2020 ��� per share ��� per share Basic loss per share From continuing operations (0.001) (0.001) From discontinued operations - - Total basic loss per share (0.001) (0.001) Diluted loss per share From continuing operations (0.001) (0.001) From discontinued operations - - Total diluted loss per share (0.001) (0.001) The loss and weighted average number of ordinary shares used in the calculation of the basic and diluted loss per share are as follows: 2021 2020 ��� ��� Loss for financial year attributable to equity holders of the parent (4,700,497) (5,762,733) Profit for the financial year from discontinued operations used in the calculation of basic earnings per share from discontinued operations - 71,084 Losses used in the calculation of basic loss per share from continuing operations (4,700,497) (5,833,817) No. No. Weighted average number of ordinary shares for the purposes of basic loss per share 7,956,449,726 5,435,107,932 Weighted average number of ordinary shares for the purposes of diluted loss per share 7,956,449,726 5,435,107,932 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. 2021 2020 Share warrants in issue 464,005,793 651,936,876 Share options in issue 67,304,542 33,652,271 LTIP options in issue 21,124,586 - Total anti-dilutive shares 552,434,921 685,589,147 Details of share warrants and share options in issue outstanding at year-end are set out in Note 27. 17. PROPERTY, PLANT AND EQUIPMENT Right of Use Assets Office equipment Construction in Progress Total Group ��� ��� ��� ��� Cost At 1 January 2020 354,718 181,264 2,465,103 3,001,085 Disposals - (117,922) - (117,922) Derecognition of assets - - (2,465,103) (2,465,103) At 31 December 2020 354,718 63,342 - 418,060 Additions 219,301 - 192,757 412,058 Exchange differences 5,297 - - 5,297 At 31 December 2021 579,316 63,342 192,757 835,415 Accumulated depreciation At 1 January 2020 83,463 181,264 2,465,103 2,729,830 Charge for the financial year 83,463 - - 83,463 Charge on disposal - (117,922) - (117,922) Derecognition of assets - - (2,465,103) (2,465,103) At 31 December 2020 166,926 63,342 - 230,268 Charge for the financial year 156,520 - - 156,520 Exchange differences 1,766 - - 1,766 At 31 December 2021 325,212 63,342 - 388,554 Carrying amount At 31 December 2020 187,792 - - 187,792 At 31 December 2021 254,104 - 192,757 446,861 Included in the net carrying amount of property, plant and equipment are right-of-use assets as follows: 2021 2020 ��� ��� Leasehold buildings 254,104 187,792 Office Equipment Total Company ��� ��� Cost At 1 January 2020, at 31 December 2020 and at 31 December 2021 1,233 1,233 Accumulated depreciation At 1 January 2020, at 31 December 2020 and at 31 December 2021 1,233 1,233 Carrying amount At 1 January 2021 - - At 31 December 2021 - - 18. INTANGIBLE ASSETS Group Goodwill Patents Total Cost ��� ��� ��� As at 1 January 2020 and at 31 December 2020 16,710,497 - 16,710,497 Additions, separately acquired - 2,492,059 2,492,059 As at 31 December 2021 16,710,497 2,492,059 19,202,556 Amortisation and Impairment As at 1 January 2020 1,427,038 - 1,427,038 Impairment losses - - - As at 31 December 2020 1,427,038 - 1,427,038 Amortisation - 72,685 72,685 Impairment losses - - - As at 31 December 2021 1,427,038 72,685 1,499,723 Carrying value As at 31 December 2020 15,283,459 - 15,283,459 As at 31 December 2021 15,283,459 2,419,374 17,702,833 Company Patents Total Cost ��� ��� As at 1 January 2020 and at 31 December 2020 - - Additions 2,492,059 2,492,059 As at 31 December 2021 2,492,059 2,492,059 Amortisation and Impairment As at 1 January 2020 and at 31 December 2020 - - Amortisation 72,685 72,685 As at 31 December 2021 72,685 72,685 Carrying value As at 31 December 2020 - - As at 31 December 2021 2,419,374 2,419,374 Patents During the year ended 31 December 2021, the Group acquired patents from a company controlled by one of the directors. Patents and trademarks are amortised over their estimated useful lives, which is on average 20 years. The average remaining amortisation period for these patents is 19.4 years (2020: Not applicable). 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 CGUs 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. A total of 1 CGUs (2020: 1) have been identified and these are all associated with the Technology Sales Segment. The carrying value of the goodwill within the Technology Sales Segment is ���15,283,459 (2020: ���15,283,459). In accordance with IAS 36 Impairment of Assets, the CGUs to which significant amounts of goodwill have been allocated are as follows: 2021 2020 ��� ��� Eqtec Iberia SLU 15,283,459 15,283,459 For the purpose of impairment testing, the discount rates applied to this CGU to which significant amounts of goodwill have been allocated was 14% (2020: 14%) for the Eqtec Iberia CGU. 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 each CGU is determined from value-in-use calculations. The forecasts used in these calculations are based on a financial plan approved by the Board of Directors, plus 5-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 14% (2020: 14%). 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. The estimate for future cash flows includes consideration of possible delays due to Covid-19. The directors performed sensitivity analysis to account for changes in value in use calculation due to potential delays in commencement of the projects. The following are the sensitivities performed: �� 1% increase in discount rate �� 1 project delayed in 2022, 2 projects delayed in 2023, 3 projects delayed in 2024 �� Zero percentage long term growth rate (year 6 onwards) �� 1 major anticipated project delayed until 2023 All of these sensitivity analysis resulted in no impairment. An impairment loss of ���Nil (2020: ���Nil) has been calculated for the financial year ended 31 December 2021. 19. INVESTMENT IN SUBSIDIARY UNDERTAKINGS COMPANY 2021 2020 Investment in subsidiary undertakings ��� ��� At beginning of financial year 17,869,630 16,869,625 Reclassification of inter-company balance as contribution to capital in Eqtec Iberia - 1,000,000 Investment in other subsidiaries 10,000 5 Transfer of investment in subsidiaries to other subsidiary undertakings (10,003) - Share options and awards 124,877 - At end of financial year 17,994,504 17,869,630 Loans to subsidiary undertakings At beginning of financial year - 571,304 Provision for impairment of investment in subsidiaries - (571,304) At end of financial year - - The share options and awards addition reflect the cost of share-based payments attributable to employees of subsidiary undertakings, which are treated as capital contributions by the Company. During the year, the Company transferred shareholdings in subsidiary undertakings at cost to other subsidiary undertakings. Details of EQTEC plc subsidiaries at 31 December 2021 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 (formerly EQTEC Holdings (UK) 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 (formerly Humber Gate WTV Limited) United Kingdom 100% 2 Waste-to-energy developer Newry Biomass No. 1 Limited Republic of Ireland 100% 1 Dormant company React Biomass 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 Enfield Biomass Limited United Kingdom 100% 3 Dormant company Moneygorm Wind Turbine Limited Republic of Ireland 100% 1 Dormant company Eqtec No. 1 Limited Republic of Ireland 100% 1 Dormant company Eqtec Strategic Project Finance Limited United Kingdom 100% 3 Dormant company Clay Cross Biomass Limited United Kingdom 100% 3 Dormant company Altilow Wind Turbine Limited Republic of Ireland 100% 1 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. Building 1000, City Gate, Mahon, Cork T12 W7CV, Ireland. 2. 3 Stucley Place, London NW1 8NS, 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 n�� 9-11 Planta 5��, 08005 Barcelona, Spain. 6. Zagorska 31, HR-10000 Zagreb, Croatia. 7. 28 Cours Albert 1er, 75008 Paris, France. 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 2021 2020 2021 2020 2021 2020 % % ��� ��� ��� ��� Newry Biomass Limited Northern Ireland 49.98 49.98 68 (5,080) (2,489,189) (2,328,986) Individually immaterial subsidiaries with non-controlling interests 0.00 0.00 - (2) 105,000 105,000 Total 68 (5,082) (2,384,189) (2,223,986) 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 revised 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 2021 and 2020. During the year, the Group set up two subsidiaries, Synergy Belisce d.o.o. and Synergy Karlovac d.o.o. that were initially accounted for as an investment in subsidiaries. On 26 November 2021, the Group disposed of 51% of its share in the two companies to Sense ESCO d.o.o. for proceeds of ���2,709 (receivable after the year-end). The Group has accounted for the remaining 49% interest in these companies as an investment in joint ventures. The transaction has resulted in the recognition of a gain in profit and loss, calculated as follows: ��� Proceeds of disposal 2,709 Plus: Fair value of investment retained (49%) 489 Add: Carrying amount of net liabilities of investments on the date of loss of control 6,759 Gain recognised 9,957 20. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD GROUP 2021 2020 ��� ��� Investment in associate undertakings (a) 6,951,064 3,379,625 Investment in joint ventures (b) 1,123,120 - 8,074,184 3,379,625 COMPANY Investment in associate undertakings (a) 6,569,432 3,379,625 a) Investment in associate undertakings GROUP At beginning of financial year 3,379,625 2,229,006 Derecognition of loans (1,150,619) - Investment in shares 2,458,584 - Loans advanced to associate undertakings 2,272,113 1,150,619 Interest accrued on loans to associate undertakings 64,693 - Share of loss of associate undertakings (19,441) - Adjustment in respect of unrealised sales from the Group (101,296) - Exchange differences 47,405 - At end of financial year 6,951,064 3,379,625 Made up as follows: Investment in shares in associate undertakings 4,597,855 2,229,006 Loans advanced to associate undertakings 2,384,248 1,150,619 Less: Losses recognised under the equity method (31,039) - 6,951,064 3,379,625 Investment in associate undertakings Details of the Group's interests in associated undertakings at 31 December 2021 is as follows: Shareholding Principal Activity Name of associate undertaking County of Incorporation 2021 2020 North Fork Community Power LLC United States of America 49% (2) 19.99% (1) Operator of biomass gasification power project EQTEC Italia MDC srl Italy 20.02% N/a Operator of biomass gasification power project Notes: (1) Per the original shareholders' agreement, the share of profits in the associate was limited to 0.1999% rising to 19.99% thereafter. (2) On 14 October 2021, the Group announced an additional investment of US$2.8 million in North Fork, increasing the Group's equity in the associate to 49%, with no restriction on the share of profits. EQTEC Italia MDC srl was set up originally as a subsidiary undertaking of the Group. On 21 June 2021, it was announced that three different parties have agreed to contribute additional capital into EQTEC Italia MDC srl, leaving the Group with an interest of 20.02% in the associate undertaking. On 14 October 2021, it was announced that the Group would provide North Fork Community Power LLC with a two-year convertible loan facility of up to $4.5 million. The Convertible Loan Facility will accrue interest at a rate of 10% per annum, payable annually, and the balance outstanding (including any accrued interest) will be convertible at the Group's option at the earliest of: the maturity date, any default or any takeover. If the Convertible Loan Facility were fully drawn down and converted into equity, it would result in the Company's taking a controlling interest in North Fork Community Power LLC. At 31 December 2021, the total of principal and accrued interest amounted to ���1,891,842. On 21 June 2021, the group advanced ���482,000 to EQTEC Italia MDC srl by way of a five-year loan. The loan will accrue interest at a rate of 4% per annum, and the principal and accrued interest will become payable on the expiry date, being 18 June 2026. Summarised financial information in respect of the Group's interests in associated undertakings is as follows: 2021 2020 North Fork EQTEC Italia Total North Fork EQTEC Italia Total ��� ��� ��� ��� ��� ��� Non-current assets 46,469 2,155,006 2,201,475 44,552 - 44,552 Current assets 23,555,070 454,946 24,010,016 17,686,647 - 17,686,647 Non-current liabilities (19,422,943) (2,542,001) (21,964,944) (16,213,836) - (16,213,836) Current liabilities 74,253 (110,805) (36,552) (263,150) - (263,150) Net Assets 4,252,849 (42,854) 4,209,995 1,254,213 - 1,254,213 Reconciliation to carrying amount Group's share of net assets/(liabilities) 2,083,896 (8,589) 2,075,307 250,717 - 250,717 Carrying value of loan to associate 1,891,842 492,406 2,384,248 1,150,519 - 1,150,519 Adjustment in respect of unrealised profits on sales from the Group (78,846) (22,450) (101,296) - - - Exchange differences (1,245,590) - (1,245,590) (135,427) - (135,427) Goodwill 3,838,395 - 3,838,395 2,113,816 - 2,113,816 Carrying amount 6,489,697 461,367 6,951,064 3,379,625 - 3,379,625 Summarised income statement Revenue 12,888 - 12,888 22,047 - 22,047 (Loss)/Profit after tax for period 3,481 (92,852) (89,371) 5,541 - 5,541 Other comprehensive income - - - - - - Total comprehensive income/(loss) 3,481 (92,852) (89,371) (5,541) - (5,541) Reconciliation to Group's share of total comprehensive income Group's share of total comprehensive income/(loss) (852) (18,589) (19,441) (-) (-) (-) Group's share of total comprehensive income/(loss) (852) (18,589) (19,441) (-) (-) (-) COMPANY 2021 2020 ��� ��� At beginning of financial year 3,379,625 2,229,006 Derecognition of loans (1,150,619) - Investment in shares 2,448,584 - Loans advanced to associate undertakings 1,790,113 1,150,619 Interest accrued on loans to associate undertakings 54,287 - Exchange differences 47,442 - At end of financial year 6,569,432 3,379,625 Made up as follows: Investment in shares in associate undertakings 4,677,590 2,229,006 Loans advanced to associate undertakings 1,891,842 1,150,619 At end of financial year 6,569,432 3,379,625 b) Investment in joint ventures GROUP The Group's interests in joint ventures at the end of the reporting period is as follows 2021 2020 ��� ��� Synergy Belisce d.o.o. 506,664 - Synergy Karlovac d.o.o. 519,437 - Eqtec Synergy Projects Limited 97,019 - Interests in joint ventures 1,123,120 - Details of the Group's interests in joint ventures is as follows: Shareholding Principal Activity Name of joint venture County of Incorporation 2021 2020 Synery Belisce d.o.o. Croatia 49% N/a Operator of biomass gasification power project Synery Belisce d.o.o. Croatia 49% N/a Operator of biomass gasification power project Eqtec Synergy Products Limited Cyrprus 50.1% N/a Operator of biomass gasification power project The joint ventures have share capital, consisting solely of ordinary shares. Decisions about the relevant activities of the joint ventures require unanimous consent of the Group and the respective joint venture partners. a) Synergy Belisce d.o.o. was set up in April 2021 as a 100% subsidiary of Synergy Projects d.o.o., a 100% subsidiary of the Group. On 26 November 2021, the Group's Croatian project development partner, Sense ESCO d.o.o. subscribed for additional shares in Synergy Belisce d.o.o. which resulted in the Group owning 49% of the equity of the joint venture. Synergy Belisce d.o.o. has acquired a 1.2 MWe waste-to-energy gasification plant in Belisce, Croatia which had been built in 2016 around EQTEC's proprietary and patented Advanced Gasification Technology. The plant is expected to be updated, recommissioned and repowered for operations towards the end of 2022. b) Synergy Karlovac d.o.o. was set up in April 2021 as a 100% subsidiary of Synergy Projects d.o.o., a 100% subsidiary of the Group. On 26 November 2021, the Group's Croatian project development partner, Sense ESCO d.o.o. subscribed for additional shares in Synergy Karlovac d.o.o. which resulted in the Group owning 49% of the equity of the joint venture. Synergy Karlovac d.o.o. Synergy Karlovac d.o.o. has acquired a 1.2 MWe waste-to-energy gasification plant in Karlovac, Croatia which originally employed an early gasification technology from a third party. The plant was not able to achieve the designed operational availability and had to be closed. The Group's intention is to redesign and reconfigure the Plant to incorporate the patented, proprietary EQTEC Advanced Gasification Technology at the centre. When subsequently commissioned, it will transform locally sourced wood chips and forestry wood waste from regional forests into green electricity for use by the local community. The plant is expected to be updated, recommissioned and repowered for operations towards the end of 2022. c) Eqtec Synergy Projects Limited was set up in 2020 in partnership with its Greek strategic partners, ewerGy GmbH. The Group owns 50.1% of the equity of the joint venture. The joint venture has signed an agreement for the proposed acquisition of a 5MWe project in Drama, North-eastern Greece. Once acquired, the joint venture will lead the development of a new biomass-to-energy plant, generating 5MW green electricity from locally and sustainably sourced forestry waste. Due diligence, including financial and technical feasibility, has been completed. The movement in the investment in joint ventures is as follows: 2021 2020 ��� ��� At the beginning of the year - - Investment in joint ventures 501 - Fair value retained on disposal of control in subsidiary 490 - Loans advanced to joint ventures 1,228,909 - Interest receivable on loans to joint ventures 6,485 - Share of loss after tax (4,747) - Unrealised profits on sales to joint ventures (110,182) - Exchange differences 1,664 - Interests in joint ventures 1,123,120 - Made up as follows: Investment in shares in joint ventures - - Loans advanced to associate ventures 1,237,059 - Less: Losses recognised under the equity method (113,939) - 1,123,120 - Summarised financial information for joint ventures accounted for using the equity method Set out below is the summarised financial information for the Group's joint ventures which are accounted for using the equity method. The information below reflects the amounts presented in the financial statements of the joint ventures reconciled to the carrying value of the Group's investments in joint ventures. (Note: As this is the first year of the operation of the joint ventures, there is no comparative figures). 2021 Synergy Belisce d.o.o. Synergy Karlovac d.o.o. Eqtec Synergy Projects Limited Total Summarised balance sheet (100%) ��� ��� ��� ��� Non-current assets 4,043,271 3,128,485 - 7,171,756 Current assets Cash and Cash equivalents 640 747 10,412 11,799 Other current assets 133,308 123,510 200,499 457,317 133,948 124,257 210,911 469,116 Non-current liabilities - - - - Current liabilities Bank overdrafts and loans 555,331 588,987 100,000 1,244,318 Other current liabilities 3,613,016 2,666,235 116,860 6,396,111 4,168,347 3,255,222 216,860 7,640,429 Net assets/(liabilities) (100%) 8,872 (2,480) (5,949) 443 Reconciliation to carrying amount: Group's share of net assets/(liabilities) 4,347 (1,215) (2,981) 151 Carrying value of loans to joint ventures 551,808 585,251 100,000 1,237,059 Unrealised gains on sales to joint ventures (45,185) (64,997) - (110,182) Adjustment arising on loss of control in period (4,306) 398 - (3,908) Carrying amount 506,664 519,437 97,019 1,123,120 2021 Synergy Belisce d.o.o. Synergy Karlovac d.o.o. Eqtec Synergy Projects Limited Total Summarised income statement (100%) ��� ��� ��� ��� Revenue - - - - Depreciation - - - - Amortisation - - - - Interest expenses - - - - Taxation - - - - Profit/(loss) after tax (917) (1,666) (6,949) (9,532) Other comprehensive income - - - - Total comprehensive income/(loss) (917) (1,666) (6,949) (9,532) Reconciliation to Group's share of total comprehensive income Group's share of total comprehensive income (449) (816) (3,482) (4,747) Group's share of total comprehensive income (449) (816) (3,482) (4,747) 21. FINANCIAL ASSETS GROUP 2021 2020 Investment in related undertakings ��� ��� At beginning of financial year 2,570,888 - Advance payment on purchase of in shares in Logik WTE Limited 1,034,825 2,570,888 Advance payment on purchase of shares in Shankley Biogas Limited 116,272 - Exchange differences 328,045 - At end of financial year 4,050,030 2,570,888 Investment in Logik WTE Limited On 8 December 2020, it was announced that the Company's wholly owned subsidiary, Deeside WTV Limited ("Deeside"), had signed a share purchase agreement ("SPA") with Logik Developments Limited ("Logik") to acquire full ownership of the Deeside Refuse Derived Fuel project ("Project") through the acquisition of Logik WTE Limited ("Project SPV"), a company incorporated in the United Kingdom. The key terms of the SPA are as follows: �� Initial consideration of ���2,570,888 (��2,310,000) of which a deposit amount of ���333,882 (��300,000), from which the existing exclusivity payment of ��100,000 will be deducted, is payable on the signing of the agreement and the balance of ���2,237,006 (��2,010,000) payable on or before 12 months from 8 December 2021 (and which sum shall be netted off the existing debts of Logik WTE Limited); �� Additional deferred conditional consideration of ���2,548,630 (��2,290,000) payable on the achievement of certain conditions precedent related to development milestones of the Project. �� The issue of a fixed dividend share in the Buyer to Logik Developments Limited, which gives Logik Developments Limited the right to 5% of distributable profits in Deeside WTV Limited. This share carries no voting rights in Deeside WTV Limited. �� An additional development premium or overage payment, subject to a maximum further amount of ���6.01 million (��5.4 million), calculated in accordance with an agreed formula payable on the achievement of each of the following: Financial close on the funding for the Waste Reception & Anaerobic Digestion plant on the site for which planning and the necessary permits have been obtained ("Project Phase I"). Financial close as defined on the funding for the Advanced Gasification plant on the site for which planning and the necessary permits have been obtained ("Project Phase II"). On 6 December 2021, the Company announced that Deeside has signed a binding supplemental agreement (the "Agreement") with Logik. The Agreement, inter alia, set out the terms on which the parties have agreed to vary the terms of the existing SPA signed by Logik and Deeside (together, the "Parties"), as announced on 8 December 2020 pursuant to which Deeside agreed to acquire full ownership of the Project SPV from Logik. Through the new Agreement the Parties will now act in partnership and seek to develop additional waste-to-value infrastructure on the Deeside site. The key terms of the Agreement were as follows: ��� Deeside will acquire 32% of the share capital of the Project SPV, the entity which holds the land and necessary planning permissions for the Project, from Logik for a consideration of ��3.3 million to be paid no later than 31 March 2022. Deeside can select to make this payment from its existing cash resources or investment raised directly at the Project SPV level; ��� Under the Agreement, ��500k was paid as a fee to Logik. The Parties have agreed that this payment will be converted to equity in the Project SPV by 31 March 2022; ��� The Project site currently comprises 6.27 hectares of land located off Weighbridge Road in the Deeside Industrial Estate. Under the new Agreement, the Parties have agreed that c. 2.4 hectares of the land will be retained by Logik to be used in connection with the proposed hydrogen/biofuel project intended to be carried out jointly between the parties; ��� The new Agreement removes any overage payments, deferred consideration and fixed dividend sum due to Logik in the SPA, since the Parties intend that their relationship going forward be that of joint venture partners, rather than seller and buyer; and ��� The Parties are seeking a minimum of ��10 million of third-party funding in order to bring the Project to Financial Close. Following receipt of such funding, EQTEC will invoice ��1,500,000 for its project development services to the Project SPV (such fee to be reduced on a pound for pound basis if the investment received is less than ��10 million), subject to certain conditions to be finalised and agreed with third-party funders. Contracts have been exchanged but completion as defined in the Agreement had not occurred at the year-end, and as a result Logik WTE Limited is not considered a joint venture of the Group at 31 December 2021. In these financial statements the full initial consideration of ���3,930,911 (��3,300,000) (2020: ���2,570,888 (��2,310,000)) has been recognised as an investment in a related undertaking and the balance of consideration payable of ���2,977,963 (��2,500,000) (2020: ���2,237,006 (��2,010,000)) has been recognised as a payable in other payables (see note 31). Investment in Shankley Biogas Limited On 27 September 2021, EQTEC announced that EQTEC's wholly owned subsidiary, Southport WTV Limited ("Southport"), had signed a Share Purchase Agreement ("SPA - Southport") with Rotunda Group Limited ("Rotunda") to acquire full ownership of the Southport Hybrid Energy Park project ("Southport Project") from Rotunda through the acquisition of Shankley Biogas Limited ("Shankley"). The key terms of the SPA-Southport were as follows: ��� Initial consideration of ��382,000 (���444,161) from which the existing exclusivity payment of ��100,000 was deducted, payable on the achievement of certain conditions precedent related to development milestones of the Southport Project on or before a date 12 months from the date of signing of the SPA-Southport; ��� One of the conditions precedent is that EQTEC is granted a lease in relation to the Southport Project sufficient for the development and operation of the Southport Project and on terms generally acceptable to Southport and any funder (in their entire discretion); and ��� The issue of a fixed dividend share in Southport to Rotunda, which gives Rotunda the right to 20% of distributable profits in Southport. This share carries no voting rights or entitlement to dividends in EQTEC. Contracts have been exchanged but completion as defined in SPA-Southport had not occurred at the year-end, and as a result Shankley Biogas Limited is not considered a subsidiary undertaking of the Group at 31 December 2021. In these financial statements the exclusivity payment of ���119,119 (��100,000) has been recognised as an investment in a related undertaking and the balance of consideration payable of ���335,914 (��282,000) has classified as a commitment (see note 39). 22. OTHER FINANCIAL INVESTMENTS 2021 2020 Group: ��� ��� Financial investments at amortised cost Bonds and Debentures 402,644 402,644 Less: Provision against investment in Bonds (402,644) (402,644) Investment in Shares 1,832 1,832 Other investments 15,418 15,418 Less: Provisions against other investments (17,250) (17,250) - - Financial investments at fair value through profit or loss (FVTPL) Investment in Metal NRG plc 506,976 - Total 506,976 - Company Financial investments at fair value through profit or loss (FVTPL) Investment in Metal NRG plc 506,976 - Total 506,976 - Financial assets at FVTPL include the equity investment in Metal NRG plc which was financed through the exchange of shares in the Company. The Group and the Company accounts for the investment in Metal NRG plc at FVTPL and did not make the irrevocable election to account for it at FVOCI. As at 31 December 2021, the fair value of the Group's interest in Metal NRG plc, which is listed on the London Stock Exchange, was ���506,976 (2020: Not applicable) based on the quoted market price available on the London Stock Exchange, which is a Level 1 input in terms of IFRS 13. Movement in other financial investments was as follows: 2021 2020 ��� ��� At beginning of financial year - - Acquired via the exchange of shares in EQTEC plc 745,161 - Movement in fair value (250,378) - Exchange differences 12,193 - At end of financial year 506,976 - 23. 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 ���24.4 million at 31 December 2021 (2020: ���21.5 million). 24. DEVELOPMENT ASSETS 2021 2020 ��� ��� Group Costs associated with project development undertakings Loan receivable from project development undertakings 3,455,496 3,000,469 503,653 482,537 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 2021, ���Nil (2020: ���Nil) of development assets was included in consolidated statement of profit or loss as an expense and ���5,498 (2020: ���Nil) was impaired resulting from write down of development assets. Included in loans receivable from project development undertakings is an amount of ���550,000, (2020: ���200,000) which is receivable, along with accrued interest, 18 months from the date of drawdown. Interest is charged at 15% per annum. At 31 December 2021, the loan is valued at ���613,678 (2020: ���213,297). The remaining loans receivables were issued with no interest and no fixed repayment date. 2021 2020 ��� ��� Company Costs associated with project development Loan receivable from project development undertakings 305,553 613,678 9,275 243,598 Included in loans receivable from project development undertakings is an amount of ���550,000, (2020: ���200,000) which is receivable, along with accrued interest, 18 months from the date of drawdown. Interest is charged at 15% per annum. At 31 December 2021, the loan is valued at ���613,678 (2020: ���213,297). 25. TRADE AND OTHER RECEIVABLES 2021 2020 ��� ��� Group Trade receivables gross 5,268,923 638,602 Allowance for credit losses (475,687) (475,687) Trade receivables net 4,793,236 162,915 VAT receivable 903,069 172,405 Deferred consideration for the disposal of Pluckanes Windfarm (see note 33) 133,034 120,424 Advances to related undertakings 60,000 60,000 Allowance for credit losses (60,000) (60,000) Prepayments 133,344 133,403 Amounts receivable from associate companies 27,508 - Deposit payment on land (See below) 309,708 - Corporation tax 381 6,841 Payments on account to suppliers 355,267 120,798 Other receivables 221,200 177,745 6,876,747 894,531 The option payment represents a deposit paid with respect to a conditional land purchase agreement relating to the land on which the proposed up to 25 MWe Billingham waste gasification and power plant at Haverton Hill, Billingham, UK, will be constructed. 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. 2021 2020 ��� ��� Within terms 4,649,704 10,579 Past due more than one month but less than two months 2,876 149,925 Past due more than two months 616,343 478,098 5,268,923 638,602 Included in the Group's trade receivables balance are debtors with carrying amount of ���140,656 (2020: ���2,411) 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 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 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, with the exception of ���Nil (2020: ���4,754) 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: 2021 2020 ��� ��� Ireland 72,919 30,000 Spain 4,007,695 608,602 Croatia 1,188,309 - 5,268,923 638,602 The aged analysis of other receivables is within terms. The closing balance of the trade receivables loss allowance as at 31 December 2021 reconciles with the trade receivables loss allowance opening balance as follows: ��� Opening loss allowance as at 1 January 2020 475,687 Loss allowance recognised during the financial year - Loss allowance as at 31 December 2020 475,687 Loss allowance recognised during the financial year - Loss allowance as at 31 December 2021 475,687 The closing balance of the advances to related undertakings loss allowance as at 31 December 2021 reconciles with the advances to related undertakings loss allowance opening balance as follows: ��� Opening loss allowance as at 1 January 2020 60,000 Loss allowance recognised during the financial year Loss allowance as at 31 December 2020 556 Loss allowance recognised during the gear - Loss allowance as at 31 December 2020 60,000 Loss allowance recognised during the financial year - Loss allowance as at 31 December 2021 60,000 There is no concentration of credit risk with respect to receivables as disclosed in Note 5 under credit risk. 2021 2020 Company ��� ��� Amounts due from subsidiary undertakings 14,091,925 2,567,624 Allowance for impairment of balances - - 14,091,925 2,567,624 Trade receivables 353,219 30,000 Allowance for credit losses (30,000) (30,000) Advances to related undertakings 60,000 60,000 Allowance for credit losses (60,000) (60,000) Prepayments 87,567 124,582 Receipts from share fundraise - - Corporation Tax 96 96 VAT Receivable 2,281 8,429 Other receivables 2,760 2,760 14,507,848 2,703,491 The concentration of credit risk in the individual financial statements of 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 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 2021 reconciles with the trade receivables loss allowance opening balance as follows: ��� Opening loss allowance as at 1 January 2020 30,000 Loss allowance recognised during the financial year Loss allowance as at 31 December 2020 556 Loss allowance recognised during the gear - Loss allowance as at 31 December 2020 30,000 Loss allowance recognised during the financial year - Loss allowance as at 31 December 2021 30,000 The closing balance of the advances to related undertakings loss allowance as at 31 December 2021 reconciles with the advances to related undertakings loss allowance opening balance as follows: ��� Opening loss allowance as at 1 January 2020 60,000 Loss allowance recognised during the financial year Loss allowance as at 31 December 2020 556 Loss allowance recognised during the gear - Loss allowance as at 31 December 2020 60,000 Loss allowance recognised during the financial year - Loss allowance as at 31 December 2021 60,000 26. CASH AND CASH EQUIVALENTS For the purposes of the cash flow statement, cash and cash equivalents include cash on hand and in banks and bank overdrafts. 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: 2021 2020 Group ��� ��� Cash and bank balances 6,446,217 6,394,791 Bank overdrafts (Note 29) - (124,210) Sub-total 6,446,217 6,270,581 Cash and cash equivalents included in a disposal group held for resale (Note 32) - - 6,446,217 6,270,581 Company Cash and bank balances 4,845,633 6,111,864 Bank overdrafts (Note 29) - - 4,845,633 6,111,864 The carrying amount of the cash and cash equivalents is considered a reasonable approximation of its fair value. 27. EQUITY Share Capital At 31 December 2020 Authorised Number Allotted and called up Number Authorised ��� Allotted and called up ��� Ordinary shares of ���0.001 each 12,561,091,094 6,977,439,598 12,561,091 6,977,439 Deferred ordinary shares of ���0.40 each 200,000,000 22,370,042 80,000,000 8,948,017 Deferred "B" Ordinary Shares of ���0.099 each 75,140,494 75,140,494 7,438,909 7,438,909 Deferred convertible "A" ordinary shares of ���0.01 each 10,000,000,000 99,117,952 100,000,000 991,180 200,000,000 24,355,545 At 31 December 2021 Authorised Number Allotted and called up Number Authorised ��� Allotted and called up ��� Ordinary shares of ���0.001 each 12,561,091,094 8,599,024,945 12,561,091 8,599,024 Deferred ordinary shares of ���0.40 each 200,000,000 22,370,042 80,000,000 8,948,017 Deferred "B" Ordinary Shares of ���0.099 each 75,140,494 75,140,494 7,438,909 7,438,909 Deferred convertible "A" ordinary shares of ���0.01 each 10,000,000,000 99,117,952 100,000,000 991,180 200,000,000 25,977,130 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 and the deferred "B" ordinary 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 ���1,470,868 (2020: ���639,931). 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. Movements in the financial year to 31 December 2021 Amounts of shares 2021 2020 Ordinary Shares of ���0.001 each issued and fully paid - Beginning of the financial year - Issued on exercise of warrants - Issued in lieu of borrowings and settlement of payables - Issued in exchange for financial instruments - Share issue placement 6,977,439,598 335,657,692 167,728,038 51,532,961 1,066,666,656 3,939,376,266 436,400,000 379,441,112 - 2,222,222,220 Total Ordinary shares of ���0.001 each authorised, issued and fully paid at the end of the financial year 8,599,024,945 6,977,439,598 Share warrants and options As at 31 December 2021 the Company had 554,355,338 share warrants and options outstanding (2020: 866,968,027). No of warrants/options Exercise price (pence) Final exercise date 1,533,505 5.53 05/02/2022 38,450,000 10.0 15/07/2022 424,022,288 0.25 31/03/2023 67,304,542 0.65 30/06/2024 23,045,003 0.01 31/01/2032 554,355,338 Details of warrants granted LTIP 2021 Options Placing warrants Employee warrants Employee options Advisor warrants Number Exercise price (Pence) Number Exercise price (Pence) Number Exercise price (Pence) Number Exercise price (Pence) Number Exercise price (Pence) At 1 January 2021 - - 138,000,000 0.25 590,906,437 0.25 67,304,542 - 30,773,543 0.33 Issued in year 23,045,003 0.01 - - - - - - - - Cancelled or expired in year - - - - - - - - - - Exercised in year - - 138,000,000 0.25 166,884,149 - - - 30,773,543 0.33 At 31 December 2021 23,045,003 0.01 - - 424,022,288 0.25 67,304,542 0.65 - - Exercisable at 31 December 2021 - - - - 424,022,288 0.25 67,304,542 0.65 - - Average life remaining at 31 December 2021 10.08 years - 1.25 years 2.58 years Advisor warrants Advisor warrants Number Exercise price (Pence) Number Exercise price (Pence) At 1 January 2021 and 31 December 2021 1,533,505 5.53 38,450,000 10.0 Exercisable at 31 December 2021 1,533,505 5.53 38,450,000 10.0 Average life remaining at 31 December 2021 0.08 years 0.54 years Advisor warrants totalling 1,533,505 lapsed post year end leaving a Nil balance. The options granted during the year related to the adoption of the EQTEC All Employee Long-term Incentive Plan (the "LTIP"). The LTIP is a core part of the Company's new approach to business planning, performance management and employee incentives and is designed to drive individual and team performance in line with Company performance, thereby creating value for shareholders while minimising cash outlay. All Company Executive Directors and employees are eligible to participate in the LTIP. Any awards made under the LTIP will comprise zero-cost share allocations ("Incentive Shares") and will be settled in equity. 60% will vest providing the relevant individual is employed by the Company as of the vesting date, subject to no notice of termination, disciplinary proceedings or similar, and in the view of the Board, fulfilling his/her responsibilities to the highest possible standards. The remaining 40% of Incentive Shares will vest provided the relevant individual has met the aforementioned employment conditions and, in addition, a Company-wide performance condition. The condition will be set annually by the Board against one or more of the Company's priority financial targets. In respect of these Company performance allocations, there will be a minimum or 'threshold' achievement that must be obtained to qualify, with a 'straight-line' calculation of award up to a maximum level. Both types of Incentive Shares will be allocated annually and, subject to the above vesting conditions would vest over three years. The 2021 share allocation would vest in three equal instalments on 1 May 2022, 1 May 2023 and 1 May 2024, following announcement of the Company's annual results. All vested awards are subject to a lock-in period, whereby any new ordinary shares of ���0.001 each issued ("Ordinary Shares") cannot be sold for two years from vesting for Directors and Heads of Function, or 12 months for all other employees. Awards are further subject to certain malus and clawback provisions, at the Board's discretion. The Group recognised total expenses of ���205,648 and ���1,819,658 related to equity-settled share-based payment transactions in 2021 and 2020 respectively (see notes 10 and 11). 28. NON-CONTROLLING INTERESTS 2021 2020 ��� ��� Balance at beginning of financial year (2,223,986) (2,326,274) Share of profit/(loss) for the financial year 68 (5,082) Release of non-controlling interest - 15,978 Unrealised foreign exchange (losses)/gains (160,271) 91,392 Balance at end of financial year (2,384,189) (2,223,986) 29. BORROWINGS 2021 2020 Group ��� ��� Current liabilities At amortised cost Bank overdrafts - 124,210 Secured loan facility (SLF) - 896,641 - 1,020,851 Company Current liabilities 2021 ��� 2020 ��� At amortised cost Secured loan facility (SLF) - 896,641 - 896,641 Borrowings at amortised cost The secured loan facility (SLF) was secured through an intercreditor deed by mortgage debentures, cross guarantees and share pledges over the Group. The interest rate on the loan is fixed at 10% (2020: 12.5%) and the loan was due to mature on 30 June 2021. On 4 January 2021, the SLF was repaid early using funds from a separate facility (see below). Included in the repayment was an early redemption fee of ���466,929. On 4 January 2021 the Company agreed an unsecured term loan facility of ���1.39 million (��1.25 million) (ULF) with Altair Group Investment Limited, a substantial shareholder in the Company. The ULF is for a term of 12 months and the principal and any accrued interest are repayable in full on 31 December 2021 but the Company can repay the ULF early without penalty. The ULF is unsecured and has a coupon of 6% per annum, payable quarterly in arrears. The ULF was used to pay all sums due under the SLF releasing and discharging any secured assets and obligations under the SLF. On 1 March 2021, the Company repaid ��285,000 of the ULF and the balance of principal plus accrued interest was settled on 2 June 2021. 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. CSLN SLF Other Loans Bank Borrowings Bank Overdraft Lease Liabilities (Note 30) Total ��� ��� ��� ��� ��� ��� ��� Balance at 1 January 2020 1,008,017 1,418,028 5,691 313,953 - 274,434 3,020,123 Financing Cash Flows Proceeds from borrowings - - - 107,000 - - 107,000 Repayment of borrowings - (852,567) - (420,953) - (89,828) (1,363,348) Change in bank overdraft - - - 124,210 - 124,210 Loan issue costs (11,489) (19,455) - - - - (30,944) Total from financing cash flows (11,489) (872,022) - (313,953) 124,210 (89,828) (1,163,082) Non-cash changes Conversion into equity (1,165,809) - - - - - (1,165,809) Effect of changes in foreign exchange rates (72,470) (82,502) - - - - (154,972) Amortisation of loan issue costs 50,022 89,921 - - - - 139,943 Reprofiling fee levied 104,989 157,341 - - - - 262,330 Redemption fee levied - 50,149 - - - - 50,149 Other changes 86,740 135,726 (5,691) - - 7,101 223,876 Total non-cash changes (996,528) 350,635 (5,691) - - 7,101 (644,483) Balance at 31 December 2020 - 896,641 - - 124,210 191,707 1,212,558 Reconciliation of liabilities arising from financing activities - continued ULF SLF Bank Overdraft Lease Liabilities (Note 30) Total ��� ��� ��� ��� ��� Balance at 1 January 2021 - 896,641 124,210 191,707 1,212,558 Financing Cash Flows Proceeds from borrowings 1,391,174 - - - 1,391,174 Repayment of borrowings (1,479,764) (1,386,752) - (165,208) (3,031,724) Change in bank overdraft - - (124,210) - (124,210) Total from financing cash flows (88,590) (1,386,752) - (165,208) (1,764,760) Non-cash changes Capitalisation of leases - - - 219,301 219,301 Effect of changes in foreign exchange rates 60,019 9,936 - 3,567 73,522 Amortisation of loan issue costs - 12,058 - - 12,058 Redemption fee levied - 466,929 - - 466,929 Other changes 28,571 1,188 - 8,341 38,100 Total non-cash changes 88,590 490,111 - 231,209 809,910 Balance at 31 December 2021 - - - 257,708 257,708 Other changes include interest accruals and payments. 30. LEASES Lease liabilities are presented in the statement of financial position as follows: 2021 2020 Group ��� ��� Current 200,853 85,242 Non-current 56,855 106,465 257,708 191,707 The Group has leases for its offices in London, England and 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 2 1.33 years 1.29 years 0 0 0 0 The lease liabilities are secured by the related underlying asset. Further minimum lease payments at 31 December 2021 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 ��� ��� ��� ��� ��� ��� ��� 2021 Lease payments 205,838 57,177 - - - - 263,015 Finance charges (4,985) (322) - - - - (5,307) Net Present Values 200,853 56,855 - - - - 257,708 2020 Lease payments 89,828 89,828 18,714 - - - 198,370 Finance charges (4,586) (1,993) (84) - - - (6,663) Net Present Values 85,242 87,835 18,630 - - - 191,707 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: 2021 2021 ��� ��� Short term leases 29,053 37,406 Leases of low-value assets 12,566 14,594 41,619 52,000 At 31 December 2021, the Group was committed to short-term leases and the total commitment at that date was ���17,472 (2020: ���53,287). Total cash outflow for lease liabilities for the financial year ended 31 December 2021 was ���165,208 (2020: ���89,828). Additional information on the right-to-use assets by class of assets is as follows: Carrying Amount (Note 17) Depreciation Expense Impairment ��� ��� ��� Leasehold Buildings 254,104 156,520 - Total Right-of-use assets 254,104 156,520 - 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 2021 2020 Group ��� ��� VAT payable 220,167 - Trade payables 2, 526,017 146,091 Advances paid by customers 400,000 - Other payables 2,986,084 2,243,257 Accruals 680,938 716,473 PAYE & social welfare 108,600 78,158 6,921,806 3,183,979 The carrying amount of trade and other payables approximates its fair value. All trade and other payables fall due within one year. Included in other payables is an amount of ���2,977,963 (��2,500,000) (2020:���2,237,006 (��2,010,000)) relating to consideration payable under the share purchase contract to acquire Logik WTE Limited (see Note 21). Trade and other creditors are payable at various dates in accordance with the suppliers' usual and customary credit terms. Corporation tax and other taxes including social insurance are repayable at various dates over the coming months in accordance with the applicable statutory provisions. 2021 2020 Company ��� ��� Trade payables 89,669 91,390 Other creditors 2,840 1,250 Amounts payable to subsidiary undertakings 2 3 PAYE & social welfare 16,604 12,022 Accruals 381,941 642,908 491,056 747,573 The carrying amount of trade and other payables approximates its fair value. All trade and other payables fall due within one year. Trade and other creditors are payable at various dates in accordance with the suppliers' usual and customary credit terms. Corporation tax and other taxes including social insurance are repayable at various dates over the coming months in accordance with the applicable statutory provisions. 32. DISPOSAL GROUP CLASSIFIED AS HELD FOR RESALE AND DISCONTINUED OPERATIONS In 2017, the Group made the decision to sell its subsidiary, Pluckanes Windfarm Limited, which is involved in the generation of electricity through wind. The disposal is consistent with the Group's long-term policy to focus its activities as a technology solution company for waste gasification to energy projects. Consequently, assets and liabilities allocable to Pluckanes Windfarm Limited were classified as a disposal group. Revenues and expenses, gains and losses relating to the discontinuation of this subgroup have been eliminated from profit or loss from the Group's continuing activities and are shown as a single line item on the face of the consolidated statement of profit or loss. On 24 August 2020, the Group announced that it had entered into a sales purchase agreement to dispose of its shares in Pluckanes Windfarm Limited on a debt free/cash free basis. Details of the assets and liabilities disposed of, and the calculation of the profit or loss on disposal, are disclosed in Note 33. The combined results of the discontinued operations included in the loss for the financial year are set out below. Period ended 24 August 2020 Profit for the financial year from discontinued operations ��� Revenue (Note 8) 135,644 Cost of sales (663) 134,981 Administrative Expenses (91,233) Operating Profit 43,748 Finance Costs (Note 11) (18,381) Finance Income (Note 11) 3 Profit from discontinued operations before tax 25,370 Tax Expenses - Profit for the financial period from discontinued operations (attributable to owners of the Company) 25,370 Profit after tax on disposal of subsidiary (Note 33) 45,714 Profit for the financial period from discontinued operations 71,084 Cash flows generated by Pluckanes Windfarm Limited for the financial periods under review are as follows: Period ended 24 August 2020 Cash flows from discontinued operations ��� Operating activities (47,741) Investing activities (19,997) Financing activities (63,196) Net cash flows used in discontinued operations (130,934) The carrying amount of assets and liabilities in this disposal group are summarised as follows: 2021 2020 Assets classified as held for resale: ��� ��� Non-current assets: Property, plant and equipment - - Current assets: Trade and other receivables - - Cash and cash equivalents (Note 26) - - Assets classified as held for resale - - Liabilities classified as held for resale: Current liabilities: Borrowings - - Trade and other payables - - Liabilities classified as held for resale - - 33. DISPOSAL OF SUBSIDIARY As referred to in Note 32 on 24 August 2020, the Group disposed of its interest in Pluckanes Windfarm Limited. The net assets of Pluckanes Windfarm Limited at the date of disposal were as follows: 24 August 2020 ��� Property, Plant & Equipment 969,035 Financial non-current assets Loss allowance as at 31 December 2020 556 Loss allowance recognised during the gear 20,000 Trade and other receivables 22,622 Trade and other payables (8,740) Bank overdraft (5,132) Bank borrowings (778,765) Net assets disposed of 219,020 Selling expenses 65,261 Gain on disposal 45,714 Total consideration 329,995 Satisfied by: Cash and cash equivalents 213,503 Fair value of deferred consideration 116,492 329,995 Net cash inflow arising on disposal Consideration received in cash and cash equivalents 213,503 Add: negative cash equivalents disposed of 5,132 218,635 Per the sales purchase agreement, ���170,000 is being deferred and held in escrow subject to the following conditions: (i) the Buyer obtaining a planning extension to Pluckanes Windfarm Limited's existing planning permission on its property, in order to extend the term of the wind turbine activity, within two years of the date of the requisite planning application which must be submitted by the Buyer within three months of completion of the sale; (ii) the Group procuring the transfer of the substation between the landlord and ESB Networks; and (iii) the Group procuring a letter from the relevant local authority confirming compliance with a certain customary condition of the existing planning permission. If all three conditions are satisfied on or before the first anniversary of the date of planning application (as set out in condition (i) above) then the total deferred consideration of ���170,000 shall become immediately due and payable to the Group. The deferred consideration will reduce to: (a) ���159,000 if the planning extension is obtained between 12 and 18 months from the date of planning application; and (b) ���152,000 if the planning extension is obtained between 18 and 24 months from the date of planning application. In the event that the conditions listed above are not obtained within 24 months from the date of planning application, the entire deferred consideration element will fall away. The fair value of the deferred consideration was calculated as ���116,492 on the date of disposal. At 31 December 2021, the fair value of the deferred consideration was valued at ���133,034 (31 December 2020: ���120,424) and is included in trade and other receivables (See Note 25). The impact of Pluckanes Windfarm Limited on the Group's results in the current and prior years is disclosed in Note 32. The gain on disposal was included in the profit for the year from discontinued operations (see Note 32). 34. RELATED PARTY TRANSACTIONS The Group's related parties include Altair Group Investment Limited ("Altair"),who at 31 December 2021 held 19.00% (2020: 19.66%) of the shares in the Company. Other Group related parties include the associate and joint venture companies and key management. Transactions with Altair During the financial year ended 31 December 2021, Altair advanced ���1,391,174 (2020: ���Nil) to the Group by way of borrowings. During the financial year ended 31 December 2021, the Group repaid borrowings of ���1,479,764 (2020: ���1,175,839 by way of conversion into equity) by way of conversion into equity. Interest payable to Altair for the financial year ended 31 December 2021 amounted to ���28,571 (2020: ���170,084); this includes a reprofiling fee of ���Nil (2020: ���106,321) with respect to the reprofiling of the debt. Included in borrowings, net of amortisation costs, at 31 December 2021 is an amount of ���Nil (2020: ���Nil) due to Altair from the Group. Transactions with key management personnel Key management of the Group are the members of EQTEC plc's board of directors. Key management personnel remuneration includes the following: Name Date of Directorship appointment/ retirement Salary ���'000s Fees ���'000s Pension Contribution ���'000s Other Benefits ���'000s Termination Payments ���000's Short Term Incentives ���'000s Long term Incentives ���000's 2021 Total ���'000s 2020 Total ���'000s Executive Directors D Palumbo 174 - 9 2 - 105 - 290 565 J Vander Linden Appointed 01/12/2020 174 - 10 4 - 105 61 354 14 N Babar Appointed 19/07/2021 70 - 4 1 - 42 25 142 - Y Alem��n 154 - - - - 90 - 244 383 Former Executive Directors G Madden Retired 15/07/2021 159 - - 14 241 - - 414 947 Non-Executive Directors I Pearson - 69 - - - - - 69 68 T Quigley - 42 - - - - - 42 69 Total 2021 731 111 23 21 241 342 86 1,555 - Total 2020 409 486 - 24 - - 1,127 - 2,046 At 31 December 2021, directors' remuneration unpaid (including past directors) amounted to ���341,812 (31 December 2020: ���260,875). Prior to becoming a director, Mr D Palumbo provided advisory services to the Company. The cost of these services amounted to ���Nil (2020: ���103,201) for the financial year ended 31 December 2021. In addition, a company controlled by Mr. Palumbo provided office space to the Group in London. The cost of these services amounted to ���12,566 (2020: ���21,843). At 31 December 2021, an amount of ���Nil is included in trade and other payable with respect to payments due to this company (2020: ���3,172). Prior to becoming a director, Mr J Vander Linden provided advisory services to the Company. The cost of these services amounted to ���Nil (2020: ���144,148) for the financial year ended 31 December 2021. At 31 December 2021, an amount of ���Nil is included in trade and other payable with respect to payments due to this company (2020: ���63,883). This balance was settled through the issue of new ordinary shares of ���0.001 each in the capital of the Company on 1 February 2021. During the year ended 31 December 2021, the Group entered into a royalty settlement arrangement, to the value of ���2,492,059, with Syngas Technology Engineering, S.L. (a company controlled by Dr. Yoel Alem��n, the Group's CTO and current Board Director). This balance was settled through a cash payment of ���1,000,000 with the remainder through the issue of new ordinary shares of ���0.001 each in the capital of the Company on 3 June 2021. During the year ended 31 December 2021 a director, Mr I Pearson. provided consultancy services to the Group to the value of ���116,261 (2020: ���Nil) for which he received 6,666,666 in shares. Included in trade and other payables at 31 December 2021 is an amount of ���Nil (31 December 2020: ���Nil) with respect to payments due to these services. Transactions with key management personnel - continued During the year, a director, Mr. T Quigley, provided consultancy services to the Group in the year ended 31 December 2021 amounting to ���11,543 (2020: ���Nil). Included in trade and other payables is an amount of ���Nil (2020: ���Nil) with respect to these services. During the year, the company settled certain debts owed to directors and former directors by way of equity. In accordance with IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments, the loss recognised on these transactions related to directors and former directors was ���1,104,374 (2020: loss of ���128,900). 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. Transactions with associate undertakings and joint ventures The following transactions were made with associate undertakings and joint ventures in the year ended 31 December 2021: North Fork Community Power LLC Synergy Belisce d.o.o. Synergy Karlovac d.o.o. EQTEC Italia MDC srl Eqtec Synergy Projects Limited Total 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 ��� ��� ��� ��� ��� ��� ��� ��� ��� ��� ��� ��� Loans to associated undertakings and joint ventures At start of year 1,150,619 - - - - - - - - - 1,150,619 - Advanced during year 1,790,113 1,150,619 547,853 - 581,056 - 482,000 - 100,000 - 3,501,022 1,150,619 Loans derecognised (1,150,619) - - - - - - - (1,150,619) Interest charged in year 54,287 - 3,147 - 3,338 10,406 - - - 71,178 - Exchange differences 47,442 - 808 - 857 - - - - 49,107 At end of year 1,891,842 1,150,619 551,808 - 585,251 492,406 - 100,000 - 3,621,307 1,150,619 Sales of goods and services Technology sales 2,158,118 1,980,000 1,237,500 - 1,540,000 - 1,000,000 - - - 5,935,618 1,980,000 Development fees - - 599,607 - 549,647 - - - - - 1,149,254 - 2,158,118 1,980,000 1,837,107 - 2,089,647 - 1,000,000 - - - 7,084,872 1,980,000 Year-end balances Included in trade receivables 34,900 - 1,962,925 - 2,202,884 - 42,919 - - - 4,243,628 - Included in loans to development companies - 30,201 - - - - - - - - - 30,201 Included in other receivables - - - - 12,452 - 100 - 14,956 - 27,508 - 34,900 30,201 1,962,925 - 2,215,336 - 43,019 - 14,956 - 4,271,136 30,201 Unless otherwise stated, none of the transactions incorporate special terms and conditions and no guarantees were given or received. Outstanding balances are usually settled in cash. 35. EVENTS AFTER THE BALANCE SHEET DATE Variation to Land Purchase Agreement On 15 February 2022, the Group announced an agreement to extend the existing, conditional Land Purchase Agreement (the "LPA") relating to the land on which the proposed, up to 25 MWe Billingham waste gasification and power plant (the "Project") at Haverton Hill, Billingham, UK, will be constructed (the "Project Site"). Pursuant to the variation, the Group agreed to make a payment of on 24 February 2022, with an additional payment of ��500,000 to be paid on or before 30 September 2022 to Scott Bros, the sellers. These two payments will be deducted from the total purchase price along with the previously paid deposit. The balance of ��7,590,000 is payable at completion of the land purchase, which must occur on or before 23 December 2022. In addition, the Group paid a further fee of ��250,000 as consideration for the Variation to Scott Bros on 24 February 2022. Loan Facility On 29 March 2022, the Group announced that it had entered into a loan agreement with Riverfort Global Opportunities PCC Limited and YA II PN, Ltd (together, the "Lenders") for the provision of an unsecured loan facility of up to ��10 million. The Loan Facility may be drawn down in multiple instalments with the Initial Advance being received on 29 March 2022. Each instalment of the Loan Facility will have a maturity date of 12 months from the date of advance with repayments of principal made on a monthly basis, as set out in a closing statement to be agreed at the time of each advance. The Loan Facility will accrue a fixed interest coupon equivalent to 7.5% of the Initial Advance and of any further advance, payable on a quarterly basis. Instalments of the Loan Facility subsequent to the Initial Advance are not committed and would only be advanced to the Company in the event that the Lenders and the Company agree in writing and upon the satisfaction of certain conditions precedent. The Loan Agreement has a commitment period of 18 months. The Company and the Lenders may mutually agree that the Company satisfies any payment of the amounts due under the Loan Agreement by the issue of ordinary shares of ���0.001 each in the capital of the Company ("Ordinary Shares") at a reference price of the average daily VWAP for each of the five consecutive trading days preceding the drawdown date of each advance of the Facility (the "Reference Price"). If such settlement is agreed by the parties, the value of Ordinary Shares the Lenders will receive at the Reference Price will be 115% of the amount of the Loan Facility being settled in lieu of repayment of the debt. The Company may elect to redeem the Loan Facility early by repaying all outstanding principal and interest together with an early repayment fee of 5% of the outstanding principal at the date of repayment. If the Company elects to repay the Loan Facility early, the Lenders may elect to subscribe up to 20% of the outstanding amount in Ordinary Shares, at the Reference Price. In addition, if the Company completes an equity placing whilst the facility is in place, the Lenders may elect to convert up to 20% of the outstanding amount of the Facility into Ordinary Shares in the Company at the price at which such shares are issued pursuant to the placing and multiplying the resulting number by 1.1. The Company received net approximately ��4,750,000 from the Initial Advance following the deduction of a commitment fee of 2.5% of the aggregate amount of the Loan Facility, being ��10 million. The Company will use the proceeds of the Loan Facility to fund further growth and development activities in its key markets, and for general working capital purposes. Deeside RDF Project Update On 1 April 2022, the Group announced that its wholly owned subsidiary, Deeside WTV Limited ("Deeside WTV") had signed a binding supplemental agreement (the "Supplemental Agreement") with Logik Developments Limited ("Logik"). The Supplemental Agreement, inter alia, sets out the terms on which Logik and Deeside WTV (together, the "Parties") have agreed to vary the terms of the share purchase agreement signed by the Parties on 7 December 2020, as amended by the supplemental agreement announced on 6 December 2021 (the "Existing SPA"). The key terms of the Supplemental Agreement are as follows: �� Deeside WTV will acquire 32% of the share capital of Logik WTE Limited (the "Project SPV"), the entity which holds the land and necessary planning permissions for the Deeside RDF project (the "Project"), with the consideration to be satisfied by the settlement of advances from the Group to Logik and the Project SPV in an amount of c. ��2.3 million; �� Completion of Deeside WTV's acquisition of the interest in the share capital in the Project SPV is subject to third party consent and is expected to complete on or before 30 June 2022; �� Parties are in discussions to procure a buyer for the Project SPV at a minimum valuation of ��15 million. Subject to the sale of the Project SPV, EQTEC will invoice up to ��2 million for its project development services to the Project SPV (such fee to be reduced on a pound for pound basis if the investment received is less than ��17 million), subject to certain conditions to be finalised and agreed as part of ongoing discussions with potential buyers; and �� While the amendment of the Existing SPA to extend the completion date to 30 June 2022 is immediately effective, the Parties have agreed to act in good faith and to use all reasonable endeavours to implement the additional undertakings and agreements in the Supplemental Agreement as summarised in this announcement, including to amend the terms of the Existing SPA and to finalise other necessary documentation such as a shareholders' agreement for the Project SPV. No other adjusting or significant non-adjusting events have occurred between the 31 December reporting date and the date of authorisation. 36. 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: 2021 2020 ��� ��� Issue of shares in settlement of borrowings and other liabilities 3,452,741 1,915,693 Issue of shares in exchange for financial assets 745,161 - 37. 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 2021 was ���3,942,601 (2020: ���3,270,895). 38. CONTINGENT LIABILITIES On 13 July 2020, the Group announced that lawyers acting for Aries Clean Energy LLC of Franklin, Tennessee, USA ("Aries") filed a complaint in a Californian court on 9 July 2021 against the Company and others, alleging patent infringement through the use of the Group's advanced gasification technology in the North Fork Community Power plant in California USA. On 22 March 2021 the Company announced the Aries had withdrawn its patent infringement complaint. The joint stipulation that the action be voluntarily dismissed with prejudice was filed in the United States District Court Eastern District of California on 19 March 2021 and operates as a final determination on the merits of the case, forbidding Aries from filing another lawsuit on the same grounds. 39. COMMITMENTS As disclosed in Note 21, consideration of ���335,914 (��282,000) will become payable on the achievement of certain conditions precedent related to development milestones of the Southport Project on or before a date 12 months from the date of signing of the Share Purchase Agreement (i.e. 27 September 2022) to acquire full ownership of the Southport Hybrid Energy Park project through the acquisition of Shankley Biogas Limited 40. APPROVAL OF FINANCIAL STATEMENTS These financial statements were approved by the Board of Directors on 22 April 2022. This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com. 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