Fusion Fuel Green PLC 6-K, filed Oct 13, 2026
Fusion Fuel Green PLC (HTOO)
About this 6-K
Fusion Fuel Green PLC filed this 6-K on October 13, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: October, 2026.
Commission File Number: 001-39789
(Translation of registrant’s name into English)
9 Pembroke Street Upper
Dublin D02 KR83
Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
As previously disclosed in a Report on Form 6-K furnished with the U.S. Securities and Exchange Commission (the “SEC”) on February 18, 2026, as amended by the Report on Form 6-K/A furnished with the SEC on February 18, 2026, by Fusion Fuel Green PLC, an Irish public limited company (the “Company”), the Company entered into a Share Exchange Agreement (the “Original Share Exchange Agreement”), dated as of February 18, 2026 (the “Original Agreement Date”), among the Company and certain shareholders of Royal Uranium Inc., a company incorporated under the laws of British Columbia, Canada (“Royal Uranium”). On June 11, 2026, the Original Share Exchange Agreement was amended by an Amendment Agreement, dated as of June 11, 2026 (“Amendment Agreement”), between the Company and certain shareholders of Royal Uranium, to reflect an increase of 3,500,000 common shares of Royal Uranium outstanding and changes in ownership of common shares of Royal Uranium that occurred between the Original Agreement Date and the date of the Amendment Agreement, adjusting share allocations accordingly, and reducing the number of Class A ordinary shares of the Company with nominal value $0.0035 per share (“Class A Ordinary Shares”) that the Company was required to issue at the closing (the “Closing”) of the securities exchange contemplated by the Original Share Exchange Agreement (the “Securities Exchange”) from up to 3,750,025 to up to 3,750,018 (as amended, the “Share Exchange Agreement”). Pursuant to the Share Exchange Agreement and Joinders to the Share Exchange Agreement executed by certain shareholders of Royal Uranium, shareholders of Royal Uranium holding all of the share capital of Royal Uranium (collectively, the “RU Shareholders”) agreed to the terms of the Share Exchange Agreement.
On July 21, 2026, the Closing was completed. Pursuant to the Share Exchange Agreement, the RU Shareholders sold all of the issued and outstanding shares in the capital of Royal Uranium (81,881,029 common shares) to the Company in exchange for 3,750,018 Class A Ordinary Shares. As a result of the Securities Exchange, Royal Uranium has become a wholly-owned subsidiary of the Company. The Share Exchange Agreement provides that Royal Uranium is valued at $15,000,000.
Under each Mineral & Element Advisory Agreement, dated as of February 12, 2026 (collectively the “Advisory Agreements”), between the Company and each of three other parties (the “Advisors”), the Share Exchange Agreement constituted a Definitive Agreement (as defined in the Advisory Agreements). The Advisory Agreements were disclosed in the Company’s Report on Form 6-K furnished with the SEC on February 17, 2026 (the “Prior Form 6-K”). Pursuant to the Advisory Agreements and at the election of the Advisors, the Company issued 95,000 Class A Ordinary Shares and customary pre-funded warrants to purchase up to an aggregate of 190,000 Class A Ordinary Shares to the Advisors in the form attached as Exhibit 4.1 to the Prior Form 6-K. Under the Advisory Agreements, the Company will be required to issue a certain number of additional Class A Ordinary Shares or pre-funded warrants to the Advisors if certain conditions are met.
As previously disclosed in a Report on Form 6-K furnished with the SEC on September 25, 2026, as amended by the Report on Form 6-K/A furnished with the SEC on October 6, 2026, on September 25, 2026, the Audit Committee of the Company’s Board of Directors concluded that the Company’s audited consolidated financial statements and the notes thereto as of and for the fiscal year ended December 31, 2025 included in the Annual Report on Form 20-F for the fiscal year ended December 31, 2025 previously filed by the Company with the SEC on May 7, 2026, should no longer be relied upon and should be restated due to certain errors in such financial statements, as further disclosed such Report on Form 6-K/A. The Company has restated such financial statements in its Annual Report on Form 20-F/A (Amendment No. 1) filed with the SEC on October 6, 2026. Accordingly, the pro forma financial information of the Company and Royal Uranium as of and for the fiscal year ended December 31, 2025, and the notes related thereto, which were attached as Exhibit 99.6 to a Report on Form 6-K/A furnished with the SEC on July 29, 2026, do not reflect the restatement and should no longer be relied upon.
In connection with the foregoing, the following exhibits are being furnished with this Report on Form 6-K: (1) unaudited consolidated financial statements of the Company as of June 30, 2026 and for the six months ended June 30, 2026 and 2025, and the notes related thereto, which are attached hereto as Exhibit 99.1, and (2) unaudited pro forma combined consolidated financial information of the Company and Royal Uranium as of and for the six months ended June 30, 2026 and for the fiscal year ended December 31, 2025, and the notes related thereto, which is attached hereto as Exhibit 99.2.
This Report on Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-298887, 333-287226, 333-289429, 333-286198, 333-286202, 333-251990, 333-264714, 333-276880, 333-293286, and 333-294414) and Form S-8 (File Nos. 333-258543 and 333-291732) and the prospectuses thereof and any prospectus supplements or amendments thereto.
| Exhibit No. | Description | |
| 99.1 | Unaudited consolidated financial statements of Fusion Fuel Green PLC as of June 30, 2026 and for the six months ended June 30, 2026 and 2025 and the notes related thereto. | |
| 99.2 | Unaudited pro forma combined consolidated financial information of Fusion Fuel Green PLC and Royal Uranium Inc. as of and for the six months ended June 30, 2026 and for the fiscal year ended December 31, 2025, and the notes related thereto. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Fusion Fuel Green PLC | |
| (Registrant) | |
| Date: October 13, 2026 | /s/ Frederico Figueira de Chaves |
| Frederico Figueira de Chaves | |
| Chief Executive Officer |
Exhibit 99.1
FUSION FUEL GREEN PLC
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
SIX MONTHS PERIOD ENDED JUNE 30, 2026
| F-1 |
Condensed consolidated Statement of Financial Position (Unaudited)
| As at | ||||||||||||
| Note | 30 June 2026 | 31 December 2025 | ||||||||||
| (Restated) | ||||||||||||
| €’000 | €’000 | |||||||||||
| Non-current assets | ||||||||||||
| Property, plant and equipment | 9 | |||||||||||
| Goodwill | 10 | |||||||||||
| Customer relationships | 10 | |||||||||||
| Trade names | 10 | |||||||||||
| Other assets | ||||||||||||
| Long-term deposits | 14 | |||||||||||
| Related party receivables | 11 | |||||||||||
| Total non-current assets | ||||||||||||
| Current assets | ||||||||||||
| Prepayments and other receivables | 12 | |||||||||||
| Inventory | 13 | |||||||||||
| Deposits, advances and prepayments | 14 | |||||||||||
| Cash and cash equivalents | 26 | |||||||||||
| Other current assets | 15 | |||||||||||
| Total current assets | ||||||||||||
| Total assets | ||||||||||||
| Non-current liabilities | ||||||||||||
| Lease liabilities | 25 | |||||||||||
| Other payables - long-term | 16 | |||||||||||
| Total non-current liabilities | ||||||||||||
| Current liabilities | ||||||||||||
| Trade and other payables | 17 | |||||||||||
| Provisions | 18 | |||||||||||
| Deferred income | 23 | |||||||||||
| Cost accruals | 22 | |||||||||||
| Derivative financial instruments | 19 | |||||||||||
| Loans and borrowings | 20 | |||||||||||
| Total current liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| Net assets | ||||||||||||
| Equity | ||||||||||||
| Share capital - preferred | 24 | |||||||||||
| Share capital - ordinary | 24 | |||||||||||
| Share premium | 24 | |||||||||||
| Share-based payments reserve | 7 | |||||||||||
| Other equity reserve | ||||||||||||
| Foreign currency translation reserve | ( | ) | ( | ) | ||||||||
| Retained earnings | ( | ) | ( | ) | ||||||||
| Equity attributable to owners of the parent | ||||||||||||
| Non-controlling interests | ||||||||||||
| Total equity | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
The statement of financial position as at 31 December 2025 has been restated. Refer to Note 2.
| F-2 |
Condensed consolidated Statement of Profit or Loss and Other Comprehensive Income (Unaudited)
| Note | 2026 | 2025 | ||||||||||
| For the six months ended 30 June | ||||||||||||
| Note | 2026 | 2025 | ||||||||||
| €’000 | €’000 | |||||||||||
| Revenue | 4 | |||||||||||
| Cost of sales | 5 | ( | ) | ( | ) | |||||||
| Gross profit | ||||||||||||
| Operating expenses | ||||||||||||
| Other income / (expenses) | ||||||||||||
| Administration expenses | 6 | ( | ) | ( | ) | |||||||
| Share-based payment expense | 7 | ( | ) | ( | ) | |||||||
| Impairment expense | 10 | |||||||||||
| Operating loss | ( | ) | ( | ) | ||||||||
| Net finance income / (costs) | ||||||||||||
| Finance income / (costs) | 21 | ( | ) | |||||||||
| Interest payable and similar expense | 21 | ( | ) | ( | ) | |||||||
| Derivative financial instruments at FVTPL | 19 | |||||||||||
| Net finance income / (costs) | ( | ) | ||||||||||
| Loss before tax | ( | ) | ( | ) | ||||||||
| Income tax credit / (expense) | 8 | ( | ) | |||||||||
| Loss for the period | ( | ) | ( | ) | ||||||||
| Other comprehensive income / (loss) | ||||||||||||
| Items that may be reclassified subsequently to profit or loss: | ||||||||||||
| Exchange differences on translating foreign operations | 21 | |||||||||||
| Total other comprehensive income / (loss) | ||||||||||||
| Total comprehensive loss for the period | ( | ) | ( | ) | ||||||||
| Loss for the period attributable to: | ||||||||||||
| Owners of the parent | ( | ) | ( | ) | ||||||||
| Non-controlling interests | ( | ) | ( | ) | ||||||||
| Loss for the period attributable | ( | ) | ( | ) | ||||||||
| Total comprehensive loss attributable to: | ||||||||||||
| Owners of the parent | ( | ) | ( | ) | ||||||||
| Non-controlling interests | ( | ) | ( | ) | ||||||||
| Total comprehensive loss attributable | ( | ) | ( | ) | ||||||||
| Basic and diluted loss per share (EUR) | 27 | ) | ) | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
The comparative information for the six months ended 30 June 2025 is presented as previously reported. Loss per share for that period has been re-presented for the reverse share split effective 14 July 2025 (Note 27).
| F-3 |
Condensed consolidated Statement of Changes in Equity (Unaudited)
| Number of shares | Share capital | Share premium | Non-controlling interests | Share-based payments reserve | Other equity reserve | Foreign currency translation reserve | Retained earnings | Total | ||||||||||||||||||||||||||||||||||||
| Ordinary | Preferred | Ordinary | Preferred | |||||||||||||||||||||||||||||||||||||||||
| # | # | €’000 | €’000 | €’000 | €’000 | €’000 | €’000 | €’000 | €’000 | €’000 | ||||||||||||||||||||||||||||||||||
| Balance at 1 January 2025 | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Loss for the year | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Total comprehensive (loss) / income | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Transactions with owners: | ||||||||||||||||||||||||||||||||||||||||||||
| Commitment shares | - | |||||||||||||||||||||||||||||||||||||||||||
| Macquarie conversions | - | |||||||||||||||||||||||||||||||||||||||||||
| Reverse split rounding | - | |||||||||||||||||||||||||||||||||||||||||||
| Keystone note conversion | - | |||||||||||||||||||||||||||||||||||||||||||
| July PIPE issuance and exercise | - | |||||||||||||||||||||||||||||||||||||||||||
| Exchange warrants | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| ATM - share sales | - | |||||||||||||||||||||||||||||||||||||||||||
| December PIPE reprice and exercise | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Service warrants | - | |||||||||||||||||||||||||||||||||||||||||||
| Share-based payments conversions | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Share-based payments expense | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Convertible note reserve | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Legacy equity reserve | - | - | ||||||||||||||||||||||||||||||||||||||||||
| QIND preference stock conversion to common stock | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Non-controlling interests - contributions | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Balance at 31 December 2025 (restated) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Balance at 1 January 2026 (restated) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Balance | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Loss for the period | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive (loss) / income | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Transactions with owners: | ||||||||||||||||||||||||||||||||||||||||||||
| Conversion of $ warrants - January 2026 | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Exercise of $ warrants - January 2026 | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Element advisory agreements - advisory and milestone fees | - | |||||||||||||||||||||||||||||||||||||||||||
| February 2026 PIPE | - | |||||||||||||||||||||||||||||||||||||||||||
| Exercise of pre-funded warrants - March 2026 | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Exercise of service warrants | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Share-based payments expense | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Non-controlling interests - contributions and changes in ownership interest | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Balance at 30 June 2026 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. The amounts for the year ended 31 December 2025 have been restated (Note 2). Share numbers are presented after the reverse share split.
| F-4 |
Condensed consolidated Statement of Cash Flows (Unaudited)
| €’000 | €’000 | |||||||
| For the six months ended 30 June | ||||||||
| 2026 | 2025 (Restated) | |||||||
| €’000 | €’000 | |||||||
| Cash flows from operating activities | ||||||||
| Loss for the period | ( | ) | ( | ) | ||||
| Adjusted for: | ||||||||
| Equity settled share-based payments | ||||||||
| Fair value movement in derivative financial instruments | ( | ) | ( | ) | ||||
| Depreciation and amortisation | ||||||||
| Finance costs / (income) | ( | ) | ||||||
| (Gain) / loss on sale of property, plant and equipment | ( | ) | ||||||
| Shares issued for services | ||||||||
| Income tax (credit) / expense | ( | ) | ||||||
| Other income | ( | ) | ||||||
| Discount on convertible notes | ||||||||
| Operating cash flows before working capital changes | ( | ) | ( | ) | ||||
| Changes in working capital: | ||||||||
| (Increase) / decrease in receivables | ( | ) | ( | ) | ||||
| (Increase) / decrease in inventories | ( | ) | ||||||
| Increase / (decrease) in payables and accruals | ||||||||
| Interest paid | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Loans advanced | ( | ) | ||||||
| Payments to subsidiaries’ shareholders | ( | ) | ( | ) | ||||
| Payments for acquisition costs | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of shares | ||||||||
| Convertible note repayments | ( | ) | ( | ) | ||||
| Proceeds from PIPE issuance | ||||||||
| Proceeds from loans and borrowings | ||||||||
| Payment of lease liabilities | ( | ) | ( | ) | ||||
| Payments to subsidiaries | ( | ) | ||||||
| Shareholder loan (repayment) / proceeds | ( | ) | ||||||
| Net cash from financing activities | ||||||||
| Net (decrease) / increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Effect of movements in exchange rates on cash held | ( | ) | ||||||
| Cash and cash equivalents at end of period | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
The comparative information for the six months ended 30 June 2025 is presented as previously reported.
| F-5 |
Notes forming part of the unaudited condensed consolidated financial statements
| 1. | Business activity |
Fusion Fuel Green plc (the “Parent” or “Company”) was incorporated in Ireland on April 3, 2020. The Company and its subsidiaries are collectively referred to as the “Group”. The registered office of the Company is The Victorians, 15-18 Earlsfort Terrace, Saint Kevin’s, Dublin 2, D02 YX28, Ireland.
The Company is an energy services and infrastructure group focused on the distribution of liquefied petroleum gas (“LPG”), engineering and advisory services, and the development of clean energy solutions. Through its operating subsidiaries, including Quality Industrial Corp. (“QIND”) and its subsidiary Al Shola Al Modea Gas Distribution LLC (“Al Shola Gas”), the Group provides LPG distribution, installation and maintenance services, as well as engineering and infrastructure solutions to commercial, industrial and residential customers in the United Arab Emirates. The Group also provides hydrogen and clean energy engineering and advisory services through Bright Hydrogen Solutions (“BrightHy”), and, through BioSteam Energy (Proprietary) Limited (“BioSteam”), commenced biomass-powered industrial steam production in South Africa in May 2026.
On 21 July 2026, after the end of the reporting period, the Company completed the acquisition of Royal Uranium Inc. (“Royal Uranium”), adding a portfolio of uranium and gas royalty interests to the Group (Note 28).
The Company has a well-established risk management process which is managed through its management team, finance committee and board of directors. The key risks are evaluated throughout the period with key business leaders tasked to manage each risk as required. These risks are assessed through a risk matrix which evaluates each risk’s impact and likelihood.
Company history
The 2020 Merger
On December 10, 2020, Fusion Fuel Green plc completed a business combination with HL Acquisitions Corp. and Fusion Welcome - Fuel S.A. The transaction was accounted for as a reverse recapitalisation, with Fusion Fuel as the accounting acquirer. The Company became listed on the NASDAQ Global Market under the ticker symbol HTOO and raised additional capital through a concurrent private placement.
Insolvency of Fusion Fuel Portugal, S.A.
On November 11, 2024, Fusion Fuel Portugal, S.A. filed for insolvency, resulting in the appointment of an insolvency administrator and loss of control by the Group. As a result, Fusion Fuel Portugal and its subsidiaries were deconsolidated from the Group’s financial statements.
Acquisition of Quality Industrial Corp.
On
November 26, 2024, the Company acquired a
2025 developments
The year ended 31 December 2025 was the first full year of the Group’s repositioned business model, centred on LPG distribution through QIND and Al Shola Gas, together with engineering and advisory activities through BrightHy and the Group’s investment in BioSteam. During 2025 the Group converted and settled the outstanding convertible notes under the Macquarie facility, completed private placements in July and December 2025, and regained compliance with the Nasdaq listing requirements following a reverse share split.
First half 2026 developments
Capital and liquidity
In January 2026, holders exercised of the $ warrants issued in connection with the December 2025 warrant exchange, and a further $ warrants were exchanged for pre-funded warrants.
On 14 February 2026, the Company entered into a Securities Purchase Agreement with certain investors for the issue of Class A Ordinary Shares, pre-funded warrants to purchase Class A Ordinary Shares, warrants to purchase Class A Ordinary Shares at $ per share and warrants to purchase Class A Ordinary Shares at $ per share, for aggregate gross proceeds of $ million (the “February 2026 PIPE”). The shares were issued on 20 February 2026. On 31 March 2026, pre-funded warrants were exercised.
| F-6 |
On 27 February 2026, Bevilacqua PLLC exercised service warrants at an exercise price of $ per share, settled against amounts owed to it for legal services. The shares were released on 2 April 2026.
Acquisition of Royal Uranium
On
12 February 2026, the Company entered into Mineral & Element Advisory Agreements with three advisors, under which the advisors provide
strategic, operational and technical advisory services in connection with potential mineral asset transactions (Note 7). On 18 February
2026, the Company entered into a Share Exchange Agreement with certain shareholders of Royal Uranium to acquire up to
At an Extraordinary General Meeting held on 8 June 2026, shareholders approved (i) the acquisition of Royal Uranium, (ii) the conversion of the Series A Convertible Preferred Shares into Class A Ordinary Shares, to occur upon clearance of an initial listing application with Nasdaq, and (iii) the change of the Company’s name to Fusion Elements plc, subject to the approval of the Registrar of Companies in Ireland and any necessary Nasdaq submissions. The Share Exchange Agreement was amended on 11 June 2026 and the acquisition completed on 21 July 2026 (Note 28).
Operating developments
Steam production at BioSteam’s first biomass-powered industrial steam project in South Africa began on 1 May 2026, and commercial operations were announced on 11 May 2026. BrightHy recognised its first significant engineering services revenue in the period (Note 4).
Restatement of the 2025 consolidated financial statements
The consolidated financial statements for the year ended 31 December 2025 have been restated in the Company’s Annual Report on Form 20-F/A (Amendment No. 1). The comparative statement of financial position at 31 December 2025 in these condensed consolidated financial statements is presented as restated (Note 2).
| 2. | Basis of preparation and significant accounting policies |
Statement of compliance
These unaudited condensed consolidated financial statements for the six months ended 30 June 2026 have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU and as issued by the International Accounting Standards Board (“IASB”). They do not include all of the information required for a complete set of annual financial statements and should be read in conjunction with the restated consolidated financial statements of the Group for the year ended 31 December 2025, included in the Company’s Annual Report on Form 20-F/A (Amendment No. 1), which were prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the EU and as issued by the IASB.
These condensed consolidated financial statements are presented in Euro, the functional and presentation currency of the Company. All financial information presented has been rounded to the nearest thousand, unless otherwise stated. They have been prepared on the historical cost basis except for derivatives, which are measured at fair value, and share-based payments, which are measured at grant date fair value.
Restatement of comparative information at 31 December 2025
Following the issue of the consolidated financial statements for the year ended 31 December 2025 on 7 May 2026, management identified errors in the accounting for the Group’s investment in QIND, a foreign operation whose functional currency is the US dollar, and in the impairment testing of the related goodwill. The errors have been corrected by restating each affected line item for the year ended 31 December 2025 in accordance with IAS 8, as set out in Note 5 to the restated consolidated financial statements in the Form 20-F/A. The corrections are:
(a)
Impairment of goodwill (IAS 36). The recoverable amount of the LPG Distribution & Engineering cash-generating unit at 31 December
2025 was below its carrying amount. An impairment loss of €
| F-7 |
(b) Translation of purchase price allocation charges at the average rate (IAS 21.39(b)). The amortisation of customer relationships and trade names, the release of the inventory fair value uplift and the related deferred tax credit are translated at the average exchange rate for 2025 rather than the exchange rate at the acquisition date.
(c)
Retranslation of goodwill and fair value adjustments at the closing rate (IAS 21.47). Goodwill and the fair value adjustments arising
on the acquisition of QIND are translated at the closing rate. Retranslation at the 31 December 2025 closing rate of US$
(d)
Exchange differences on translation of foreign operations (IAS 21.39(c) and IAS 21.41). Exchange differences on translating QIND’s
results and net assets into euro, previously recognised in finance income, are recognised in other comprehensive income and accumulated
in a foreign currency translation reserve, with the share attributable to non-controlling interests allocated to non-controlling interests.
The translation of QIND’s equity eliminated on consolidation and of the related non-controlling interests has been corrected on
the same basis, and an increase of €
(e)
Non-controlling interests in QIND (IFRS 10.B94 and IFRS 10.23). The Group holds million of QIND’s shares on an as-converted
basis. Its economic interest in QIND reduced from
Impact on the consolidated statement of financial position as at 31 December 2025
Schedule of impact on consolidated statement of financial position
As previously reported | Adjustment | Restated | ||||||||||
| €’000 | €’000 | €’000 | ||||||||||
| Intangible assets | ( | ) | ||||||||||
| Goodwill | ( | ) | ||||||||||
| Total non-current assets | ( | ) | ||||||||||
| Total assets | ( | ) | ||||||||||
| Other payables - long-term | ( | ) | ||||||||||
| Total non-current liabilities | ( | ) | ||||||||||
| Total liabilities | ( | ) | ||||||||||
| Net assets | ( | ) | ||||||||||
Impact on equity as at 31 December 2025
Schedule of detailed information about impact on equity
As previously reported | Adjustment | Restated | ||||||||||
| €’000 | €’000 | €’000 | ||||||||||
| Share premium | ||||||||||||
| Other equity reserve | ( | ) | ||||||||||
| Foreign currency translation reserve | ( | ) | ( | ) | ||||||||
| Retained earnings | ( | ) | ( | ) | ( | ) | ||||||
| Non-controlling interests | ||||||||||||
| Total equity | ( | ) | ||||||||||
| F-8 |
For
the year ended 31 December 2025,
The comparative information for the six months ended 30 June 2025 is presented as previously reported in the Group’s condensed consolidated financial statements for that period.
Basis of consolidation
Subsidiaries
The Group financial statements consolidate the financial statements of the Company and its subsidiaries up to 30 June 2026. A parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
Loss of control
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interest (“NCI”) and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated.
Functional currency
Foreign currency transactions
Transactions in foreign currencies are translated into the respective functional currencies of the Group companies at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognised in profit or loss and presented within finance income / (costs).
Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into Euro at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into Euro at the average exchange rate for the period, which approximates the rates at the dates of the transactions. Foreign currency differences are recognised in other comprehensive income (“OCI”) and accumulated in the foreign currency translation reserve, except to the extent that the translation difference is allocated to NCI. The Group’s principal foreign operations are QIND and Al Shola Gas (US dollar and UAE dirham, which is pegged to the US dollar) and BioSteam (South African rand).
When a foreign operation is disposed of in its entirety or partially such that control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, the relevant proportion of the cumulative amount is reattributed to NCI.
Going concern
These condensed consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will continue in operational existence for the foreseeable future and be able to realise its assets and discharge its liabilities in the normal course of business. In adopting the going concern basis, the Directors have considered the Group’s cash on hand, its projected cash flows, and its ability to access additional sources of funding, together with factors likely to affect its future performance and the Group’s principal risks and uncertainties.
| F-9 |
For
the six months ended 30 June 2026, the Group reported a loss for the period of €
At
30 June 2026, the Group had net current liabilities of €
At 30 June 2026, QIND’s convertible promissory notes had matured and remained unpaid. Failure to repay these notes at maturity constitutes an event of default under their terms and could result in the acceleration of the outstanding principal and accrued interest, the accrual of default interest and the right of noteholders to convert outstanding amounts into shares of QIND at a discount to market price. On 10 July 2026, QIND entered into a forbearance agreement with RB Capital Partners, Inc. in respect of two of these notes, extending their maturity to 1 March 2028 with repayment in 19 monthly instalments (Note 28).
Since
30 June 2026, the Company has completed the acquisition of Royal Uranium, raised gross proceeds of approximately $
Notwithstanding these developments, the Group expects to continue to incur losses at the parent company level in the near term and remains dependent on access to additional funding to support its operations and strategic initiatives. The combination of recurring losses from operations at parent company level, net current liabilities, QIND’s matured convertible note obligations and the Group’s continued dependence on external financing indicates the existence of a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern and, therefore, to continue realising its assets and discharging its liabilities in the normal course of business.
There can be no assurance that the Group will be successful in achieving its forecasts, securing additional funding or executing its strategic initiatives as planned. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this material uncertainty. Accordingly, the Directors have adopted the going concern basis in preparing these unaudited condensed consolidated financial statements.
New standards or amendments
There were no new standards or amendments effective for the period commencing 1 January 2026 that had a material impact on the Group. IFRS 18 Presentation and Disclosure in Financial Statements, which is effective for annual periods beginning on or after 1 January 2027, will change the presentation of the statement of profit or loss and introduce disclosures on management-defined performance measures. The Group is assessing its impact. Management currently expects no material impact from the other standards and amendments not yet effective.
Significant accounting policies
The accounting policies applied in these condensed consolidated financial statements are consistent with those applied in the restated consolidated financial statements for the year ended 31 December 2025, except for the measurement of income tax in the interim period and the policy for costs to fulfil a contract, described below.
Income tax in the interim period
Income tax expense is recognised based on management’s best estimate of the weighted average annual income tax rate expected for the full financial year for each taxable entity, applied to the pre-tax income of the interim period.
| F-10 |
Derivative financial instruments
The Group accounts for derivative liabilities by assessing whether the instrument contains separable embedded derivatives, and classifying each component accordingly. Where the Group issues convertible promissory notes, these are assessed to determine whether they contain both a host debt contract and one or more embedded derivatives. The Group separates any embedded derivatives that are not closely related to the host contract and accounts for them at fair value through profit or loss (“FVTPL”). The host debt contract is initially recognised at the residual amount after deducting the fair value of the compound embedded derivative and is measured at amortised cost using the effective interest rate method.
Compound financial instruments
Compound financial instruments issued by the Group comprise convertible loan notes that can be converted into equity at the option of the holder. The liability component is initially measured at fair value and subsequently measured at amortised cost using the effective interest method. The equity component is the residual amount of the instrument after deducting the fair value of the liability component and is recognised in a separate reserve within equity.
Warrants
At initial recognition, each warrant is assessed under IAS 32 and IFRS 9 to determine whether it is classified as an equity instrument or as a financial liability. A warrant is classified as an equity instrument only where it entitles the holder to acquire a fixed number of the Group’s own ordinary shares for a fixed amount of cash in the functional currency of the issuing entity (the “fixed-for-fixed” criterion). A warrant is classified as a derivative financial liability where it fails the fixed-for-fixed criterion, typically where the exercise price is denominated in U.S. dollars, where the contract contains anti-dilution, price-reset or other variable settlement features, or where it provides for cash settlement.
Equity-classified warrants are recognised within equity at their fair value on the date of grant and are not subsequently remeasured. Where they are issued in exchange for goods or services, the fair value of the goods or services received is recognised as an expense in profit or loss in accordance with IFRS 2. On exercise, the carrying amount of the warrant in equity, together with any cash consideration received, is reclassified to share capital and share premium. Liability-classified warrants are remeasured at fair value at each reporting date, with changes in fair value recognised in profit or loss within fair value movement on derivative financial instruments.
Pre-funded warrants with a nominal exercise price that meet the fixed-for-fixed criterion are classified as equity and presented within the other equity reserve until exercised.
Revenue
Revenue is measured based on the consideration specified in a contract with a customer and is recognised when control of goods or services is transferred to the customer. Revenue from the design, supply, installation and commissioning of centralised gas systems and from operations and maintenance services is recognised over time. Revenue from metered LPG utility services, bulk LPG deliveries and cylinder supply is recognised at the point in time at which delivery is completed and control transfers to the customer. Revenue from engineering and advisory services provided by BrightHy is recognised over time or at a point in time depending on the nature of the contract and the associated performance obligations.
Amounts billed to customers in advance of revenue recognition are recognised as contract liabilities and presented within deferred income.
Costs to fulfil a contract
Costs incurred to fulfil a contract with a customer that are not within the scope of another standard are recognised as an asset where they relate directly to an identified contract, generate or enhance resources that will be used in satisfying performance obligations in the future, and are expected to be recovered. The asset is recognised in cost of sales on a systematic basis consistent with the transfer of the related goods or services and is presented within prepayments and other receivables.
Leases
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost and subsequently depreciated using the straight-line method over the lease term. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the Group’s incremental borrowing rate, and is subsequently measured at amortised cost using the effective interest method. The Group presents right-of-use assets in property, plant and equipment and lease liabilities in trade and other payables (current) and lease liabilities (non-current). The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases.
| F-11 |
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (FIFO) method.
Segment information
The Group determines its operating segments based on the information that is regularly reviewed by the Board of Directors, in its capacity as chief operating decision maker (“CODM”), for the purpose of allocating resources and assessing performance. Operating segments that do not meet the quantitative thresholds in IFRS 8 are aggregated within “All other activities”.
Deferred taxation
Deferred taxation is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available. Deferred tax liabilities arising on the fair value of intangible assets acquired in business combinations are released to profit or loss as the underlying assets are amortised.
Business combinations
The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. The consideration transferred and the identifiable net assets acquired are generally measured at fair value. Goodwill is tested at least annually for impairment. For the QIND acquisition, the Group elected to measure non-controlling interests at the proportionate share of the acquiree’s identifiable net assets.
The grant-date fair value of equity-settled share-based payment arrangements granted to employees and non-employees is recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. For awards with market conditions, the grant-date fair value reflects those conditions and there is no true-up for differences between expected and actual outcomes.
Post-employment benefits - end-of-service indemnity
The Group recognises a liability for end-of-service benefits payable to employees of Al Shola Gas, accrued in accordance with UAE labour law and measured without discounting, as the impact of the time value of money is immaterial.
Financial instruments
Financial assets are classified as measured at amortised cost, fair value through other comprehensive income or FVTPL. Financial liabilities are classified as measured at amortised cost or FVTPL. The Group applies the IFRS 9 simplified approach to measuring expected credit losses on trade and other receivables.
Property, plant and equipment
Property,
plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is provided on a
straight-line basis over the estimated useful lives of the assets: plant and machinery
Intangible assets and goodwill
Intangible
assets acquired in a business combination are measured on initial recognition at their fair value at the acquisition date and subsequently
at cost less accumulated amortisation and impairment losses. Customer relationships and trade names acquired in the QIND business combination
are amortised on a straight-line basis over
| F-12 |
| 3. | Significant accounting judgements, estimates and assumptions |
The preparation of the condensed consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities. The significant judgements and key sources of estimation uncertainty are consistent with those described in the restated consolidated financial statements for the year ended 31 December 2025, together with the following:
Impairment of goodwill
The
recoverable amount of the LPG Distribution & Engineering cash-generating unit at 30 June 2026 exceeded its carrying amount, including
notional goodwill, by approximately €
Element advisory agreements
The
fair value of the milestone fee shares under the element advisory agreements was estimated using a one-touch barrier model with an expected
horizon of
Revenue from engineering services
Determining whether BrightHy’s engineering services revenue is recognised over time or at a point in time, and the measurement of progress and of the related contract fulfilment asset, requires judgement.
| 4. | Revenue and segment information |
During
the six months ended 30 June 2026, the Group recognised revenue from LPG-related services through QIND and its subsidiary Al Shola Gas,
and from engineering services provided by BrightHy. In US dollar terms, revenue from LPG-related services was $ million (2025: $
million), translated at average rates of US$
Schedule of revenue
| 2026 | 2025 | |||||||
| Six months ended 30 June | ||||||||
| 2026 | 2025 | |||||||
| €’000 | €’000 | |||||||
| LPG-related services (QIND / Al Shola Gas) | ||||||||
| Engineering services (Bright Hydrogen Solutions) | ||||||||
| Total revenue | ||||||||
Segment information
The Group has one reportable operating segment, LPG Distribution & Engineering, comprising QIND and Al Shola Gas. The Group’s other activities, being the parent company, BrightHy, BioSteam and consolidation adjustments, do not meet the quantitative thresholds for separate reportable segment disclosure and are presented in aggregate under “All other activities”. The LPG Distribution & Engineering segment result includes the amortisation of the customer relationships and trade names recognised on the acquisition of QIND and the related deferred tax credit.
Schedule of segment information
| Six months ended 30 June 2026 | LPG Distribution & Engineering | All other activities | Total | |||||||||
| €’000 | €’000 | €’000 | ||||||||||
| Revenue from external customers | ||||||||||||
| Cost of sales | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| Other income | ||||||||||||
| Administration expenses | ( | ) | ( | ) | ( | ) | ||||||
| Share-based payment expense | ( | ) | ( | ) | ||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ||||||
| Net finance (costs) / income | ( | ) | ( | ) | ||||||||
| Loss before tax | ( | ) | ( | ) | ( | ) | ||||||
| Income tax credit | ||||||||||||
| Loss for the period | ( | ) | ( | ) | ( | ) | ||||||
For the six months ended 30 June 2025, all of the Group’s revenue of €k was generated by the LPG Distribution & Engineering segment. No single external customer contributed 10% or more of the Group’s revenue in either period.
| F-13 |
| 5. | Cost of sales |
Cost of sales for LPG-related services reflects materials, subcontractor services and logistics incurred by Al Shola Gas. Cost of sales for engineering services reflects the costs of BrightHy’s engineering contracts, including amounts released from the contract fulfilment asset (Note 12).
Schedule of cost of sales
| 2026 | 2025 | |||||||
| Six months ended 30 June | ||||||||
| 2026 | 2025 | |||||||
| €’000 | €’000 | |||||||
| LPG-related services (QIND / Al Shola Gas) | ||||||||
| Engineering services (Bright Hydrogen Solutions) | ||||||||
| Total cost of sales | ||||||||
| 6. | Administration expenses |
Administration
expenses for the six months ended 30 June 2026 comprise €
Schedule of administration expenses
| 2026 | 2025 | |||||||
| Six months ended 30 June | ||||||||
| 2026 | 2025 | |||||||
| €’000 | €’000 | |||||||
| Wages and salaries | ||||||||
| Depreciation of property, plant and equipment | ||||||||
| Amortisation of acquired intangible assets | ||||||||
| Professional fees | ||||||||
| Other expenses | ||||||||
| Total administration expenses | ||||||||
| 7. | Share-based payments |
Schedule of reconciliation to statement of profit or loss
| 2026 | 2025 | |||||||
| Six months ended 30 June | ||||||||
| 2026 | 2025 | |||||||
| €’000 | €’000 | |||||||
| RSUs | ||||||||
| Incentive shares | ( | ) | ||||||
| Share options | ||||||||
| Element advisory agreements | ||||||||
| Share-based payment expense | ||||||||
2021 Equity Incentive Plan
On August 5, 2021, the Company’s Board of Directors adopted and approved the 2021 Equity Incentive Plan (the 2021 Plan), which authorises the Company to grant share options, share appreciation rights, restricted awards, performance share awards, cash awards and other share awards. Share and per share information is presented after the reverse share split.
| F-14 |
Share options
Schedule of share options
Number of options | Weighted average exercise price | Weighted average grant date fair value | ||||||||||
| Outstanding at 1 January 2026 | $ | $ | ||||||||||
| Granted during the period | ||||||||||||
| Forfeited during the period | ||||||||||||
| Exercised during the period | ||||||||||||
| Outstanding at 30 June 2026 | $ | $ | ||||||||||
| Exercisable at 30 June 2026 | ||||||||||||
The number of options outstanding at 1 January 2026 includes options that had vested by 31 December 2025. The note to the 2025 consolidated financial statements presented options outstanding, being the unvested options only.
RSUs and incentive shares
At 1 January 2026, RSUs were outstanding with a weighted average grant date fair value of $. These vested during the period, and no RSUs were outstanding at 30 June 2026. The incentive shares granted to non-executive directors, with a weighted average fair value of $, remained outstanding at 30 June 2026. They vest at the discretion of the board of directors and are measured at fair value at each reporting date.
Element advisory agreements
On 12 February 2026, the Company entered into Mineral & Element Advisory Agreements with three advisors for an initial term of twelve months. Each advisor is entitled to an advisory fee of Class A Ordinary Shares on the signing of a definitive agreement for a mineral asset transaction with a counterparty introduced by the advisors, and to milestone fees of Class A Ordinary Shares on each of three share price targets of $, $ and $ being achieved for five consecutive trading days.
The advisory fee became payable on the execution of the Share Exchange Agreement with Royal Uranium on 18 February 2026. The Company issued Class A Ordinary Shares and pre-funded warrants to purchase Class A Ordinary Shares on 20 February 2026, measured at the grant date fair value of $ per share. The milestone fees are subject to market conditions and were measured using a one-touch barrier model with a horizon of years. The milestone fee expense is recognised in full in the period, as no further service is required. The advisory fee is directly attributable to the acquisition of Royal Uranium and has been capitalised and is presented within other assets (Note 28).
Schedule of element advisory agreement
| Shares | Fair value per share | €’000 | ||||||||||
| Advisory fee - Class A Ordinary Shares issued 20 February 2026 | $ | |||||||||||
| Advisory fee - pre-funded warrants | $ | |||||||||||
| Milestone fee - shares at $5.83 / $9.72 / $15.50 | ||||||||||||
| Total element advisory agreements | ||||||||||||
Service warrants
On 27 February 2026, Bevilacqua PLLC exercised the warrants issued to it on 31 December 2025 at an exercise price of $ per share. The exercise price of €k was settled against amounts owed to Bevilacqua PLLC for legal services, and €k was transferred from the share-based payments reserve to share premium. The shares were released on 2 April 2026. The warrant issued to H&P Advisory Limited over Class A Ordinary Shares remained outstanding at 30 June 2026.
| F-15 |
| 8. | Taxation |
The
current tax expense relates to Al Shola Gas, which is subject to UAE corporate income tax at
| 2026 | 2025 | |||||||
| Six months ended 30 June | ||||||||
| 2026 | 2025 | |||||||
| €’000 | €’000 | |||||||
| Current tax - Al Shola Gas | ( | ) | ( | ) | ||||
| Deferred tax credit - release of PPA deferred tax liability | ||||||||
| Income tax credit / (expense) | ( | ) | ||||||
| 9. | Property, plant and equipment |
Schedule of property plant and equipment
Assets under construction | Plant & machinery | Office and other equipment | Right-of-use assets | Total | ||||||||||||||||
| €’000 | €’000 | €’000 | €’000 | €’000 | ||||||||||||||||
| Cost | ||||||||||||||||||||
| At 1 January 2026 | ||||||||||||||||||||
| Additions | ||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ||||||||||||||||
| Transfers | ( | ) | ||||||||||||||||||
| Exchange differences | ||||||||||||||||||||
| At 30 June 2026 | ||||||||||||||||||||
| Depreciation | ||||||||||||||||||||
| At 1 January 2026 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Charge for the period | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Disposals | ||||||||||||||||||||
| Exchange differences | ( | ) | ( | ) | ( | ) | ||||||||||||||
| At 30 June 2026 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Net book value | ||||||||||||||||||||
| At 1 January 2026 | ||||||||||||||||||||
| At 30 June 2026 | ||||||||||||||||||||
Additions
comprise €
10. Goodwill and intangible assets
Goodwill, customer relationships and trade names arose on the acquisition of QIND on 26 November 2024 and are allocated to the LPG Distribution & Engineering cash-generating unit (“CGU”). They are denominated in US dollars and are translated at the closing rate, with amortisation translated at the average rate for the period.
Schedule of goodwill and intangible assets
| Goodwill | Customer relationships | Trade names | Total | |||||||||||||
| €’000 | €’000 | €’000 | €’000 | |||||||||||||
| Six months ended 30 June 2026 | ||||||||||||||||
| At 1 January 2026 (restated) | ||||||||||||||||
| Amortisation for the period | ( | ) | ( | ) | ( | ) | ||||||||||
| Impairment | ||||||||||||||||
| Exchange differences | ||||||||||||||||
| At 30 June 2026 | ||||||||||||||||
| Goodwill | Customer relationships | Trade names | Total | |||||||||||||
| €’000 | €’000 | €’000 | €’000 | |||||||||||||
| Year ended 31 December 2025 (restated) | ||||||||||||||||
| At 1 January 2025 | ||||||||||||||||
| Amortisation for the year | ( | ) | ( | ) | ( | ) | ||||||||||
| Impairment | ( | ) | ( | ) | ||||||||||||
| Exchange differences | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| At 31 December 2025 | ||||||||||||||||
| F-16 |
Impairment testing
Goodwill
is tested for impairment at least annually, or more frequently where indicators of impairment exist. Following the impairment of €
As
the Group measures non-controlling interests at their proportionate share of net identifiable assets, the carrying amount of goodwill
was notionally grossed up to include the goodwill attributable to non-controlling interests (IAS 36, Appendix C). The recoverable amount
of the CGU of €
| 11. | Related party receivables |
At
30 June 2026, Al Shola Gas had an outstanding balance of $
Schedule of related party receivables
| 30 June 2026 | 31 December 2025 | |||||||
| €’000 | €’000 | |||||||
| Al Shola Al Modea Safety & Security LLC | ||||||||
| Total related party receivables | ||||||||
| 12. | Prepayments and other receivables |
Schedule of prepayments and other receivables
| 30 June 2026 | 31 December 2025 | |||||||
| €’000 | €’000 | |||||||
| Trade receivables | ||||||||
| Contract fulfilment asset | ||||||||
| Prepayments | ||||||||
| VAT recoverable | ||||||||
| Loan receivable | ||||||||
| Other receivables | ||||||||
| Total prepayments and other receivables | ||||||||
Trade
receivables comprise €
| F-17 |
| 13. | Inventory |
Schedule of inventory
| 30 June 2026 | 31 December 2025 | |||||||
| €’000 | €’000 | |||||||
| LPG - raw materials (QIND / Al Shola Gas) | ||||||||
| LPG - finished goods (QIND / Al Shola Gas) | ||||||||
| Total inventory | ||||||||
| 14. | Deposits, advances and prepayments |
Deposits and advances primarily represent payments made by Al Shola Gas to suppliers and subcontractors in the ordinary course of its LPG distribution operations. Long-term deposits are advances for the purchase of property, plant and equipment.
Current
Schedule of deposits, advances, and prepayments current
| 30 June 2026 | 31 December 2025 | |||||||
| €’000 | €’000 | |||||||
| Deposits and advances | ||||||||
| Other prepayments | ||||||||
| Total deposits, advances and prepayments | ||||||||
Non-current - long-term deposits
Schedule of deposits, advances, and prepayments non current
| 30 June 2026 | 31 December 2025 | |||||||
| €’000 | €’000 | |||||||
| Indogulf Central Gas LLC | ||||||||
| Georgia Fire & Rescue Supply | ||||||||
| Total long-term deposits | ||||||||
| 15. | Other current assets |
Schedule of other current assets
| 30 June 2026 | 31 December 2025 | |||||||
| €’000 | €’000 | |||||||
| Other current assets (QIND) | ||||||||
| Loan account - BioSteam joint venture partner | ( | ) | ||||||
| Total other current assets | ||||||||
| 16. | Other payables - long-term |
Schedule of other payables long term
| 30 June 2026 | 31 December 2025 | |||||||
| €’000 | €’000 | |||||||
| Payable to shareholders of Al Shola Gas - non-current | ||||||||
| Employee end-of-service benefits | ||||||||
| Bank borrowings - non-current | ||||||||
| Deferred tax liability - QIND purchase price allocation | ||||||||
| Total other payables - long-term | ||||||||
The
amount payable to the former shareholders of Al Shola Gas arises from QIND’s acquisition of its
| F-18 |
Deferred tax liability
Schedule of deferred tax liability
Six months ended 30 June 2026 | Year ended 31 December 2025 | |||||||
| €’000 | €’000 | |||||||
| At 1 January (restated) | ||||||||
| Released to profit or loss | ( | ) | ( | ) | ||||
| Exchange differences | ( | ) | ||||||
| At end of period | ||||||||
| 17. | Trade and other payables |
Schedule of trade and other payables
| 30 June 2026 | 31 December 2025 | |||||||
| €’000 | €’000 | |||||||
| Trade payables | ||||||||
| Payable to shareholders of Al Shola Gas - current | ||||||||
| Bank borrowings - current | ||||||||
| Lease liabilities - current | ||||||||
| Payroll and payroll taxes | ||||||||
| Other payables | ||||||||
| Total trade and other payables | ||||||||
The
payable to the shareholders of Al Shola Gas of $
| 18. | Provisions |
| 19. | Derivative financial instruments |
The Group’s derivative financial liabilities consist of financial instruments arising from financing arrangements that include features which do not meet the “fixed-for-fixed” criterion under IAS 32. These instruments are classified as financial liabilities at FVTPL and are remeasured at each reporting date, with changes in fair value recognised in profit or loss. They are valued using a Black-Scholes model and classified within Level 2 of the fair value hierarchy. All public warrants expired in December 2025.
Schedule of derivative liabilities
Convertible notes | Private warrants | Public warrants | Total derivative liabilities | |||||||||||||
| €’000 | €’000 | €’000 | €’000 | |||||||||||||
| Balance at 1 January 2026 | ||||||||||||||||
| Fair value gain recognised in profit or loss | ( | ) | ( | ) | ||||||||||||
| Balance at 30 June 2026 | ||||||||||||||||
The
balance at 1 January 2026 is presented by instrument. The note to the 2025 consolidated financial statements presented the full balance
of €
| 20. | Loans and borrowings |
Schedule of loans and borrowings
| 30 June 2026 | 31 December 2025 | |||||||
| €’000 | €’000 | |||||||
| Convertible promissory notes (QIND), net of discount | ||||||||
| Consolidation adjustment | ( | ) | ( | ) | ||||
| Total loans and borrowings | ||||||||
Loans
and borrowings comprise the convertible promissory notes originally issued by QIND ($
| F-19 |
| 21. | Finance income and costs |
Schedule of finance income and costs
| 2026 | 2025 | |||||||
| Six months ended 30 June | ||||||||
| 2026 | 2025 | |||||||
| €’000 | €’000 | |||||||
| Finance income / (costs) | ( | ) | ||||||
| Interest payable and similar expense | ( | ) | ( | ) | ||||
| Derivative financial instruments at FVTPL (Note 19) | ||||||||
| Net finance income / (costs) | ( | ) | ||||||
Six months ended 30 June 2026 - by nature
Schedule of net finance costs
| €’000 | ||||
| Interest on QIND convertible notes | ( | ) | ||
| Other QIND interest (bank borrowings and leases) | ( | ) | ||
| QIND conversion fees | ( | ) | ||
| Interest on lease liabilities (parent and BrightHy) | ( | ) | ||
| Exchange differences on monetary items | ||||
| Fair value gain on derivative financial instruments | ||||
| Net finance costs | ( | ) | ||
Exchange
differences on translating the Group’s foreign operations of €
| 22. | Cost accruals |
Schedule of cost accruals
| 30 June 2026 | 31 December 2025 | |||||||
| €’000 | €’000 | |||||||
| Accrued interest on convertible notes (QIND) | ||||||||
| Payroll liabilities (QIND) | ||||||||
| Corporate tax payable (QIND) | ||||||||
| VAT payable (QIND) | ||||||||
| Audit, legal and professional fee accruals | ||||||||
| Other accruals | ||||||||
| Total cost accruals | ||||||||
| 23. | Deferred income |
Schedule of deferred Income
| 30 June 2026 | 31 December 2025 | |||||||
| €’000 | €’000 | |||||||
| Contract liabilities - engineering services (BrightHy) | ||||||||
| Total deferred income | ||||||||
Contract liabilities represent amounts invoiced to customers of BrightHy in advance of the satisfaction of the related performance obligations.
| F-20 |
| 24. | Share capital and share premium |
At 30 June 2026, the Company had Class A Ordinary Shares of $ each in issue (31 December 2025: ), together with convertible preferred shares issued in November 2024 in connection with the acquisition of QIND. The conversion of the preferred shares into Class A Ordinary Shares was approved by shareholders on 8 June 2026 and will occur upon clearance of an initial listing application with Nasdaq.
Number of ordinary shares | Share capital | Share premium | ||||||||||
| # | €’000 | €’000 | ||||||||||
| At 1 January 2026 | ||||||||||||
| Conversion of $ warrants - January 2026 | ||||||||||||
| Exercise of $ warrants - January 2026 | ||||||||||||
| Element advisory agreements - advisory and milestone fees | ||||||||||||
| February 2026 PIPE | ||||||||||||
| Exercise of pre-funded warrants - March 2026 | ||||||||||||
| Exercise of service warrants | ||||||||||||
| At 30 June 2026 | ||||||||||||
Other equity reserve
The other equity reserve comprises equity-classified warrants and pre-funded warrants, including those issued under the February 2026 PIPE and the element advisory agreements, the convertible note reserve, and changes in the Group’s ownership interest in QIND that did not result in a loss of control (IFRS 10.23).
Foreign currency translation reserve
The
foreign currency translation reserve comprises exchange differences arising on the translation of the financial statements of foreign
operations whose functional currency is not the euro, principally QIND, including the goodwill and fair value adjustments arising on
its acquisition. The reserve was a debit balance of €
| 25. | Leases |
The Group leases vehicles through Al Shola Gas and office premises in Ireland and Spain. Right-of-use assets are presented within property, plant and equipment (Note 9).
Schedule of lease liabilities non-current and current
| 30 June 2026 | 31 December 2025 | |||||||
| €’000 | €’000 | |||||||
| Current (within trade and other payables, Note 17) | ||||||||
| Non-current | ||||||||
| Total lease liabilities | ||||||||
Movement in lease liabilities
Schedule of lease liabilities
Six months ended 30 June 2026 | ||||
| €’000 | ||||
| At 1 January 2026 | ||||
| New leases | ||||
| Interest expense | ||||
| Lease payments | ( | ) | ||
| Exchange differences | ||||
| At 30 June 2026 | ||||
Depreciation
of right-of-use assets was €
| F-21 |
| 26. | Financial instruments and risk management |
The Group’s operations expose it to credit risk, liquidity risk and market risk, including foreign exchange risk. These condensed consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements and should be read in conjunction with the restated consolidated financial statements for the year ended 31 December 2025. There have been no changes in the Group’s risk management policies in the period.
Cash and cash equivalents
Cash
and cash equivalents of €
Accounting classifications and fair value
The
Group uses the following hierarchy for determining and disclosing the fair value of financial instruments: Level 1, quoted (unadjusted)
prices in active markets for identical assets or liabilities; Level 2, other techniques for which all inputs which have a significant
effect on the recorded fair value are observable, either directly or indirectly; and Level 3, techniques which use inputs that have a
significant effect on the recorded fair value that are not based on observable market data. There were no transfers between levels during
the period. At 30 June 2026, the Group’s financial instruments measured at fair value comprised derivative financial liabilities
of €
Schedule of unobservable inputs in fair value measurement within level 2
Assets at amortised cost | Liabilities at amortised cost | Liabilities at FVTPL | Equity | Total carrying amount | Level 2 | |||||||||||||||||||
| €’000 | €’000 | €’000 | €’000 | €’000 | €’000 | |||||||||||||||||||
| 30 June 2026 | ||||||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||||||
| Trade receivables (Note 12) | ||||||||||||||||||||||||
| Loan and other receivables (Note 12) | ||||||||||||||||||||||||
| Related party receivables (Note 11) | ||||||||||||||||||||||||
| Long-term deposits (Note 14) | ||||||||||||||||||||||||
| Trade payables (Note 17) | ||||||||||||||||||||||||
| Other payables (Notes 16, 17) | ||||||||||||||||||||||||
| Loans and bank borrowings (Notes 16, 17, 20) | ||||||||||||||||||||||||
| Lease liabilities (Note 25) | ||||||||||||||||||||||||
| Derivative financial liabilities (Note 19) | ||||||||||||||||||||||||
| Equity-classified warrants (other equity reserve) | ||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||
| 31 December 2025 | ||||||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||||||
| Trade receivables (Note 12) | ||||||||||||||||||||||||
| Loan and other receivables (Note 12) | ||||||||||||||||||||||||
| Related party receivables (Note 11) | ||||||||||||||||||||||||
| Long-term deposits (Note 14) | ||||||||||||||||||||||||
| Trade payables (Note 17) | ||||||||||||||||||||||||
| Other payables (Notes 16, 17) | ||||||||||||||||||||||||
| Loans and bank borrowings (Notes 16, 17, 20) | ||||||||||||||||||||||||
| Lease liabilities (Note 25) | ||||||||||||||||||||||||
| Derivative financial liabilities (Note 19) | ||||||||||||||||||||||||
| Equity-classified warrants (other equity reserve) | ||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||
Other receivables exclude prepayments, VAT and the contract fulfilment asset, and other payables exclude payroll taxes and end-of-service benefits, as these are not financial instruments. For receivables and payables with a remaining term of less than one year or on demand balances, the carrying amount is a reasonable approximation of fair value.
| F-22 |
Liquidity risk
The following are the contractual maturities of the Group’s financial liabilities at 30 June 2026.
schedule of expected contractual maturities
Carrying amount | Contractual cash flows | Less then one year | 1 - 2 years | 2 - 5 years | ||||||||||||||||
Carrying amount | Contractual cash flows | Less than one year | 1 - 2 years | 2 - 5 years | ||||||||||||||||
| €’000 | €’000 | €’000 | €’000 | €’000 | ||||||||||||||||
| Trade payables | ||||||||||||||||||||
| Other payables | ||||||||||||||||||||
| Loans and borrowings - current | ||||||||||||||||||||
| Bank borrowings - non-current | ||||||||||||||||||||
| Employee end-of-service benefits | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Derivative financial liabilities | ||||||||||||||||||||
| Total | ||||||||||||||||||||
Contractual cash flows for derivative financial liabilities are nil as the instruments will be settled in shares. Loans and borrowings are shown at their carrying amount; accrued interest on the QIND convertible notes is presented within cost accruals (Note 22).
Foreign exchange risk
The Group is exposed to translation risk on its net investment in QIND, whose functional currency is the US dollar, including the goodwill and fair value adjustments arising on its acquisition, and on BioSteam, whose functional currency is the South African rand. Exchange differences on translation are recognised in other comprehensive income and accumulated in the foreign currency translation reserve. The following significant exchange rates have been applied.
Schedule of significant exchange rates
| Average rate | Period-end spot rate | |||||||||||||||
| 2026 | 2025 | 30 June 2026 | 31 December 2025 | |||||||||||||
| USD to €1.00 | ||||||||||||||||
| ZAR to €1.00 | n/a | |||||||||||||||
| 27. | Loss per share |
Share and per share information has been adjusted for the .
| Six months ended 30 June | ||||||||
| 2026 | 2025 | |||||||
| Loss attributable to owners of the parent (€’000) | ( | ) | ( | ) | ||||
| Weighted average number of ordinary shares - basic and diluted | ||||||||
| Basic and diluted loss per share (€) | ) | ) | ||||||
Basic loss per share is calculated by dividing the loss attributable to owners of the parent by the weighted average number of Class A Ordinary Shares outstanding during the period, calculated as the average of the shares in issue at the start of each month. As the Group was loss making in both periods, all potential ordinary shares are anti-dilutive and diluted loss per share equals basic loss per share (IAS 33.41). The following potential ordinary shares were excluded from the calculation of diluted loss per share:
| 30 June 2026 | ||||
| Warrants, including pre-funded warrants | ||||
| RSUs - vested but no ordinary shares issued | ||||
| Incentive shares | ||||
| Share options | ||||
| Total | ||||
| F-23 |
| 28. | Subsequent events |
The following non-adjusting events occurred after the end of the reporting period.
QIND - forbearance agreement
On 10 July 2026, The holder agreed to forbear from exercising its rights and remedies until the earliest of 1 March 2028, an uncured default or termination, and retains the right to convert principal into QIND common stock at $ per share.
Completion of the acquisition of Royal Uranium
On
21 July 2026, the Company completed the acquisition of Royal Uranium pursuant to the Share Exchange Agreement, as amended on 11 June
2026. The shareholders of Royal Uranium transferred all issued and outstanding common shares of Royal Uranium to the Company
in exchange for Class A Ordinary Shares, and Royal Uranium became a wholly owned subsidiary of the Company. Following the closing,
The acquisition will be accounted for as an asset acquisition, as Royal Uranium
does not constitute a business under IFRS 3. The initial accounting for the acquisition was incomplete when these condensed consolidated
financial statements were authorised for issue and will be finalised in the consolidated financial statements for the year ending 31
December 2026. Costs directly attributable to the acquisition incurred up to 30 June 2026, comprising the advisory fee under the
element advisory agreements (Note 7) and legal and fairness opinion fees, totalling €
At the Market Offering
On 29 July 2026, the Company filed a prospectus supplement under its shelf registration statement on Form F-3 for the offer and sale of Class A Ordinary Shares with a maximum aggregate offering price of $ under the At the Market Offering Agreement dated 16 May 2025 with H.C. Wainwright & Co., LLC.
Bevilacqua PLLC letter agreement
On
3 August 2026, the Company entered into a letter agreement with Bevilacqua PLLC in respect of an outstanding balance of $
August 2026 private placement
On
7 August 2026, the Company entered into a Securities Purchase Agreement with certain investors to issue Class A Ordinary Shares,
pre-funded warrants to purchase Class A Ordinary Shares at an exercise price of $ per share and warrants to purchase
Class A Ordinary Shares at an exercise price of $ per share, exercisable for three years, for aggregate gross proceeds of approximately
$
Restatement of the 2025 consolidated financial statements
On 6 October 2026, the Company filed its Annual Report on Form 20-F/A (Amendment No. 1), including the restated consolidated financial statements for the year ended 31 December 2025 (Note 2).
These unaudited condensed consolidated financial statements were approved by the Board of Directors on 12 October 2026.
| F-24 |
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
The following unaudited pro forma condensed combined financial information combines the historical financial position and results of operations of Fusion Fuel Green PLC, an Irish public limited company (“Fusion Fuel” or the “Company”), and Royal Uranium Inc., a company incorporated under the laws of British Columbia, Canada (“Royal Uranium”).
Description of the Transaction
On February 18, 2026, the Company entered into a Share Exchange Agreement, dated as of February 18, 2026, as amended on June 11, 2026 (as amended, the “RU Share Exchange Agreement”), among the Company and certain shareholders (the “RU Shareholders”) of Royal Uranium.
Pursuant to the RU Share Exchange Agreement, the RU Shareholders agreed to sell up to 100% of the issued and outstanding shares in the capital of Royal Uranium (81,881,029 common shares) to the Company in exchange for up to 3,750,018 Class A ordinary shares of the Company with nominal value $0.0035 per share (“Class A Ordinary Shares”) or pre-funded warrants to subscribe for up to such number of Class A Ordinary Shares (at an exercise price per share equal to the nominal value of the shares) in lieu of the Class A Ordinary Shares to the extent that the allotment of Class A Ordinary Shares would result in such shareholders’ beneficial ownership of shares in the Company exceeding 9.99% of the issued share capital of the Company (the “Securities Exchange”). The RU Share Exchange Agreement provides that Royal Uranium is valued at $15,000,000.
The closing of the Securities Exchange (the “Securities Exchange Closing”) took place on July 21, 2026. The Company issued 3,750,018 Class A Ordinary Shares to the RU Shareholders and acquired 81,881,029 common shares of Royal Uranium, comprising 100% of the issued and outstanding shares in the capital of Royal Uranium. The Securities Exchange resulted in Royal Uranium becoming a subsidiary of the Company.
Under each certain Mineral & Element Advisory Agreement, dated as of February 12, 2026 (collectively the “Advisory Agreements”), between the Company and each of three other parties (the “Advisors”), the RU Share Exchange Agreement constituted a Definitive Agreement (as defined in the Advisory Agreements). Pursuant to the Advisory Agreements and at the election of the Advisors, the Company was required to issue 95,000 Class A Ordinary Shares and customary pre-funded warrants to purchase up to an aggregate of 190,000 Class A Ordinary Shares to the Advisors. Under the Advisory Agreements, the Company will be required to issue a certain number of additional Class A Ordinary Shares or pre-funded warrants to the Advisors if certain conditions are met.
Pro Forma Accounting
The following unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of Fusion Fuel and Royal Uranium and gives effect to the Securities Exchange in the manner described below.
The Securities Exchange has been accounted for as the acquisition of a group of assets that does not constitute a business, as defined in IFRS 3 - Business Combinations, under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Royal Uranium has no employees or organized workforce, and the activities that generate its royalty income are performed by independent third-party operators; the acquired set therefore does not include a substantive process. Fusion Fuel has been identified as the acquirer. Although the former Royal Uranium shareholders together held approximately 63.3% of the Class A Ordinary Shares following the Securities Exchange Closing, no single former Royal Uranium shareholder obtained a controlling interest, there are no voting or similar arrangements between them, which the RU Share Exchange Agreement prohibits, the Irish Takeover Panel has accepted that the former Royal Uranium shareholders are not acting in concert, and the composition of the Company’s board of directors and senior management was unchanged by the Securities Exchange. In accordance with IFRS 3.2(b), the cost of the acquisition is allocated to the individual identifiable assets acquired and liabilities assumed on the basis of their relative fair values at the acquisition date, and no goodwill is recognized. The allocation presented herein is preliminary, as described in Note B. The accompanying pro forma financial statements consolidate Royal Uranium into Fusion Fuel’s financial statements for the periods presented.
The cost of the acquisition has been measured at the fair value of the 3,750,018 Class A Ordinary Shares issued, based on the Nasdaq closing price of $2.69 per share on July 21, 2026, the date of the Securities Exchange Closing, rather than the $15,000,000 value ascribed to Royal Uranium under the RU Share Exchange Agreement. Costs directly attributable to the acquisition have been included in the cost of the acquisition. Pending completion of an independent valuation as of the acquisition date, Royal Uranium’s other assets and liabilities have been recognized at their carrying amounts and the excess of the cost over those carrying amounts has been allocated to the royalty assets, as described in Note B. As the Securities Exchange is not a business combination, the measurement period permitted by IFRS 3 is not available, and the allocation will be finalized in the Company’s consolidated financial statements for the year ending December 31, 2026. The amounts ultimately recognized may differ from those presented herein.
The following unaudited condensed combined pro forma balance sheet as of June 30, 2026 gives effect to the Securities Exchange as if it had been completed as of June 30, 2026. Royal Uranium is presented as a wholly owned subsidiary of Fusion Fuel in connection with the Securities Exchange. The following unaudited pro forma condensed combined statements of operations and other comprehensive loss for the six months ended June 30, 2026 and for the year ended December 31, 2025 were prepared as if the Securities Exchange had occurred as of January 1, 2025. The pro forma information has been prepared by our management, and it may not be indicative of the results that actually would have occurred had the Securities Exchange occurred as of the dates indicated, nor does it purport to indicate the results that may be obtained in the future. The pro forma information is based on provisional amounts allocated by management to various assets and liabilities that have been acquired in connection with the Securities Exchange and may eventually be determined to be different from what has been presented herein. Certain amounts in the tables below are presented in thousands of euros and have been rounded; as a result, the totals and subtotals may not exactly equal the sum of the individual amounts presented, and any such differences are due to rounding.
The pro forma financial information should be read in conjunction with:
| ● | Fusion Fuel’s consolidated financial statements as of and for the six months ended June 30, 2026, and the notes thereto, included as Exhibit 99.1 to its Report on Form 6-K furnished by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on October 12, 2026. |
| ● | Fusion Fuel’s restated consolidated financial statements as of and for the fiscal year ended December 31, 2025, and the notes thereto, included with its Annual Report on Form 20-F/A (Amendment No. 1) for the fiscal year ended December 31, 2025, filed with the SEC on October 6, 2026. |
| ● | Royal Uranium’s consolidated financial statements as of and for the fiscal year ended December 31, 2025, and the notes thereto, included as Exhibit 99.5 to the Report on Form 6-K/A furnished by the Company with the SEC on July 29, 2026. |
Unaudited Condensed Combined Pro Forma Balance Sheet as of June 30, 2026 (in thousands of euros (€ ))
| Fusion Fuel Green PLC € |
Royal Uranium Inc. (a) € |
Pro Forma Adjustments Acquisition (C.1.) € |
Pro Forma Adjustments Transaction Costs (C.2.) € |
Consolidated Pro Forma € |
||||||||||||||||
| ASSETS | ||||||||||||||||||||
| Non-current assets | ||||||||||||||||||||
| Property, plant and equipment | 1,403 | - | - | - | 1,403 | |||||||||||||||
| Goodwill | 4,995 | - | - | - | 4,995 | |||||||||||||||
| Customer relationships | 15,175 | - | - | - | 15,175 | |||||||||||||||
| Trade names | 3,537 | - | - | - | 3,537 | |||||||||||||||
| Other assets | 1,038 |
- | (1,038 |
) | - | - | ||||||||||||||
| Long-term deposits | 306 | - | - | - | 306 | |||||||||||||||
| Related party receivables | 324 | - | - | - | 324 | |||||||||||||||
| Royalty assets | - | 5,187 | 3,723 | - | 8,910 | |||||||||||||||
| Exploration and evaluation asset | - | 308 | - | - | 308 | |||||||||||||||
| Deferred costs | - | 773 | - | - | 773 | |||||||||||||||
| Total non-current assets | 26,778 | 6,268 | 2,685 | - | 35,731 | |||||||||||||||
| Current assets | ||||||||||||||||||||
| Cash and cash equivalents | 266 | 11 | (40 | ) | (9 | ) | 228 | |||||||||||||
| Inventory | 231 | - | - | - | 231 | |||||||||||||||
| Prepayments and other receivables | 6,656 | 14 | - | - | 6,670 | |||||||||||||||
| Deposits, advances and prepayments | 661 | - | - | - | 661 | |||||||||||||||
| Other current assets | 8 | - | - | - | 8 | |||||||||||||||
| Total current assets | 7,822 | 25 | (40 | ) | (9 | ) | 7,798 | |||||||||||||
| Total assets | 34,600 | 6,293 | 2,645 | (9 | ) | 43,529 | ||||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||||||||
| Non-current liabilities | ||||||||||||||||||||
| Lease liabilities | 248 | - | - | - | 248 | |||||||||||||||
| Other payables - long-term | 1,833 | - | - | - | 1,833 | |||||||||||||||
| Total non-current liabilities | 2,081 | - | - | - | 2,081 | |||||||||||||||
| Current liabilities | ||||||||||||||||||||
| Trade and other payables | 10,784 | 95 | - | - | 10,879 | |||||||||||||||
| Deferred income | 1,065 | - | - | - | 1,065 | |||||||||||||||
| Cost accruals | 1,234 | - | - | - | 1,234 | |||||||||||||||
| Derivative financial instruments | 169 | - | - | - | 169 | |||||||||||||||
| Loans and borrowings | 1,691 | - | - | - | 1,691 | |||||||||||||||
| Total current liabilities | 14,943 | 95 | - | - | 15,038 | |||||||||||||||
| Total liabilities | 17,024 | 95 | - | - | 17,119 | |||||||||||||||
| Net assets | 17,576 | 6,198 | 2,645 | (9 | ) | 26,410 | ||||||||||||||
| Equity | ||||||||||||||||||||
| Share capital - preferred | - | - | - | - | - | |||||||||||||||
| Share capital - ordinary | 12 | 7,969 | (7,957 | ) | - | 24 | ||||||||||||||
| Share premium | 243,297 | - | - | - | 243,297 | |||||||||||||||
| Share-based payments reserve | 9,082 | - | - | - | 9,082 | |||||||||||||||
| Other equity reserve | 7,071 | - | 8,831 | - | 15,902 | |||||||||||||||
| Foreign currency translation reserve | (1,318 | ) | - | - | - | (1,318 | ) | |||||||||||||
| Retained earnings | (245,607 | ) | (1,771 | ) | 1,771 | (9 | ) | (245,616 | ) | |||||||||||
| Non-controlling interests | 5,039 | - | - | - | 5,039 | |||||||||||||||
| Total equity | 17,576 | 6,198 | 2,645 | (9 | ) | 26,410 | ||||||||||||||
| Total liabilities and equity | 34,600 | 6,293 | 2,645 | (9 | ) | 43,529 | ||||||||||||||
(a) The financial information in this column was translated from Canadian dollars into euros at the rate of C$1.6218 to €1.00 as of June 30, 2026, derived from U.S. dollar exchange rates reported by the Board of Governors of the Federal Reserve System by multiplying the Canadian dollar/U.S. dollar rate of C$1.4205 per $1.00 by the U.S. dollar/euro rate of $1.1417 per €1.00.
Unaudited Condensed Combined Pro Forma Statement of Operations and Other Comprehensive Loss for the Six Months Ended June 30, 2026
(in thousands of euros (€), except share and per-share data)
| |
|
Fusion Fuel Green PLC € |
|
|
Royal Uranium Inc. (a) € |
|
|
Pro Forma Adjustment Transaction Costs (C.2.) € |
|
|
Consolidated Pro Forma € |
|
||||
| Revenue | 6,536 | 77 | - | 6,613 | ||||||||||||
| Cost of revenues | (4,630 | ) | - | - | (4,630 | ) | ||||||||||
| Gross profit | 1,906 | 77 | - | 1,983 | ||||||||||||
| Total operating expenses | (5,627 | ) | (316 | ) | - | (5,943 | ) | |||||||||
| Income (loss) from operations | (3,721 | ) | (239 | ) | - | (3,960 | ) | |||||||||
| Other income / (expenses) | (78 | ) | (2 | ) | - | (80 | ) | |||||||||
| Operating profit before tax | (3,799 | ) | (241 | ) | - | (4,040 | ) | |||||||||
| Corporate income tax | 65 | - | - | 65 | ||||||||||||
| Net income (loss) | (3,734 | ) | (241 | ) | - | (3,975 | ) | |||||||||
| Other comprehensive income / (loss) | 468 | - | - | 468 | ||||||||||||
| Total comprehensive income (loss) | (3,266 | ) | (241 | ) | - | (3,507 | ) | |||||||||
| Net loss attributable to shareholders of the Company | (3,379 | ) | (241 | ) | - | (3,620 | ) | |||||||||
| Net income (loss) attributable to non-controlling interests | (355 | ) | - | - | (355 | ) | ||||||||||
| Total comprehensive income (loss) attributable to shareholders of the Company | (3,050 | ) | (241 | ) | - | (3,291 | ) | |||||||||
| Total comprehensive income (loss) attributable to non-controlling interests | (216 | ) | - | - | (216 | ) | ||||||||||
| Weighted-average shares (basic and diluted) | 2,912,158 | - | 3,781,685 | 6,693,843 | ||||||||||||
| Basic and diluted loss per share (€) (b) | (1.16 | ) | - | - | (0.54 | ) | ||||||||||
(a) The financial information in this column was translated from Canadian dollars into euros at the average rate of C$1.6100 to €1.00 for the six months ended June 30, 2026, derived from the average of month-end U.S. dollar exchange rates for January to June 2026 reported by the Board of Governors of the Federal Reserve System (H.10) by multiplying the average Canadian dollar/U.S. dollar rate of C$1.3790 per $1.00 by the average U.S. dollar/euro rate of $1.1675 per €1.00.
(b) Pro forma basic loss per share is calculated as the pro forma net loss attributable to shareholders of the Company divided by the pro forma weighted-average number of Class A Ordinary Shares outstanding. The pro forma weighted-average share count comprises the Company’s historical weighted-average ordinary shares, plus the 3,750,018 Class A Ordinary Shares issued as consideration for the Securities Exchange and a time-weighting adjustment for the 95,000 Class A Ordinary Shares issued pursuant to the Advisory Agreements on February 20, 2026, each treated as outstanding from the beginning of the period presented. Royal Uranium’s historical weighted-average shares and loss per share are not presented because the pro forma per-share information is based on the Company’s Class A Ordinary Shares. Diluted loss per share equals basic loss per share because the combined company is in a pro forma loss position and all potentially dilutive instruments are anti-dilutive.
Unaudited Condensed Combined Pro Forma Statement of Operations and Other Comprehensive Loss for the Fiscal Year Ended December 31, 2025
(in thousands of euros (€), except share and per-share data)
| Fusion Fuel Green PLC € | Royal Uranium Inc. (a) € | Pro Forma Adjustment Transaction Costs (C.2.) € | Consolidated Pro Forma € | |||||||||||||
| Revenue | 14,415 | 26 | - | 14,441 | ||||||||||||
| Cost of revenues | (10,235 | ) | - | - | (10,235 | ) | ||||||||||
| Gross profit | 4,180 | 26 | - | 4,206 | ||||||||||||
| Total operating expenses | (12,962 | ) | (264 | ) | (9 | ) | (13,235 | ) | ||||||||
| Income (loss) from operations | (8,782 | ) | (238 | ) | (9 | ) | (9,029 | ) | ||||||||
| Other income / (expenses ) | 3,710 | (176 | ) | - | 3,534 | |||||||||||
| Operating profit before tax | (5,072 | ) | (414 | ) | (9 | ) | (5,495 | ) | ||||||||
| Corporate income tax | 92 | - | - | 92 | ||||||||||||
| Net income (loss) | (4,980 | ) | (414 | ) | (9 | ) | (5,403 | ) | ||||||||
| Other comprehensive income / (loss) | (2,289 | ) | - | - | (2,289 | ) | ||||||||||
| Total comprehensive income (loss) | (7,269 | ) | (414 | ) | (9 | ) | (7,692 | ) | ||||||||
| Net loss attributable to shareholders of the Company | (4,106 | ) | (414 | ) | (9 | ) | (4,529 | ) | ||||||||
| Net income (loss) attributable to non-controlling interests | (874 | ) | - | - | (874 | ) | ||||||||||
| Total comprehensive income (loss) attributable to shareholders of the Company | (5,753 | ) | (414 | ) | (9 | ) | (6,176 | ) | ||||||||
| Total comprehensive income (loss) attributable to non-controlling interests | (1,516 | ) | - | - | (1,516 | ) | ||||||||||
| Weighted-average shares (basic and diluted) | 1,335,722 | - | 3,845,018 | 5,180,740 | ||||||||||||
| Basic and diluted loss per share (€) (b) | (3.07 | ) | - | - | (0.87 | ) | ||||||||||
(a) The financial information in this column was translated from Canadian dollars into euros at the average rate of C$1.5817 to €1.00 for the year ended December 31, 2025, derived by multiplying the average Canadian dollar/U.S. dollar rate of C$1.3973 per $1.00, published by the Board of Governors of the Federal Reserve System/Federal Reserve Economic Data, by the average U.S. dollar/euro rate of $1.132 per €1.00 applied in the Company’s consolidated financial statements for the year ended December 31, 2025.
(b) Pro forma basic loss per share is calculated as the pro forma net loss attributable to shareholders of the Company divided by the pro forma weighted-average number of Class A Ordinary Shares outstanding. The pro forma weighted-average share count comprises the Company’s historical weighted-average ordinary shares, plus the 3,750,018 Class A Ordinary Shares issued as consideration for the Securities Exchange and 95,000 Class A Ordinary Shares issued pursuant to the Advisory Agreements, each treated as outstanding from the beginning of the period presented. Royal Uranium’s historical weighted-average shares and loss per share are not presented because the pro forma per-share information is based on the Company’s Class A Ordinary Shares. Diluted loss per share equals basic loss per share because the combined company is in a pro forma loss position and all potentially dilutive instruments are anti-dilutive.
| A. | Basis of Presentation |
The unaudited pro forma condensed combined financial statements were prepared on the basis that the Securities Exchange is the acquisition of a group of assets that does not constitute a business and are based on Fusion Fuel and Royal Uranium’s historical consolidated financial statements as adjusted to give effect to the Securities Exchange and the shares issued or to be issued as part of the Securities Exchange.
The unaudited pro forma condensed combined balance sheet as of June 30, 2026, gives effect to the Securities Exchange as if it had occurred as of June 30, 2026. The unaudited pro forma condensed combined statements of operations and other comprehensive loss for the six months ended June 30, 2026 and the fiscal year ended December 31, 2025 were prepared as if the Securities Exchange had occurred as of January 1, 2025.
Historical financial information has been adjusted in the pro forma balance sheet to pro forma events that are Transaction Accounting Adjustments that depict the accounting required under IFRS for the acquisition and related transactions, and no Autonomous Entity Adjustments or Management’s Adjustments are presented.
The pro forma adjustments presented in the pro forma condensed combined balance sheet and statement of operations and other comprehensive loss are described in Note C - Pro Forma Transaction Accounting Adjustments .
| B. | Allocation of the Cost of the Acquisition |
Pursuant to the RU Share Exchange Agreement, the Company acquired 100% of the issued and outstanding shares of Royal Uranium (81,881,029 common shares) in exchange for 3,750,018 Class A Ordinary Shares of the Company.
Royal Uranium had 70,081,029 common shares outstanding as of June 30, 2026. Subsequent to June 30, 2026, Royal Uranium issued additional common shares resulting in 81,881,029 common shares outstanding as of the date of the Securities Exchange Closing. These post-period-end issuances were made for no cash or other assets and did not change Royal Uranium’s net assets. As the Company acquired 100% of Royal Uranium for a fixed number of Class A Ordinary Shares, they also did not affect the cost of the acquisition, and accordingly no pro forma adjustment is required.
The RU Share Exchange Agreement provides that Royal Uranium is valued at $15,000,000. That value was negotiated in February 2026 and does not represent the fair value of the consideration at the acquisition date. As the Securities Exchange is an asset acquisition settled in the Company’s own equity instruments, it falls within IFRS 2. As the royalty interests acquired are predominantly exploration-stage interests, the cost has been measured by reference to the fair value of the Class A Ordinary Shares issued, based on their quoted market price at the acquisition date, as the more reliable measure (IFRS 2.10 and 2.13).
Upon the Securities Exchange Closing on July 21, 2026, Royal Uranium became a subsidiary of the Company. The 3,750,018 Class A Ordinary Shares issued have been measured at $2.69 per share, the Nasdaq closing price on July 21, 2026, giving a fair value of approximately $10.09 million, translated into euros at the exchange rate of $1.1408 to €1.00 on that date, or approximately €8.84 million. Directly attributable transaction costs of approximately €1.08 million, comprising the advisory fee of approximately €0.80 million and legal and fairness opinion fees of approximately €0.24 million incurred before June 30, 2026 and recognized within other assets in the Company’s historical consolidated balance sheet, and approximately €0.04 million of legal fees incurred after June 30, 2026, have been included in the cost of the acquisition, giving a total cost of approximately €9.92 million.
The cost was settled through the issuance of 3,750,018 Class A Ordinary Shares. The shares that were issued have been recorded at nominal value of $0.0035 per share within share capital (approximately €0.01 million), with the excess of approximately €8.83 million credited to other equity reserve.
The allocation of the cost is preliminary. Pending completion of an independent valuation of the assets acquired as of July 21, 2026, Royal Uranium’s other assets and liabilities have been recognized at their carrying amounts, which management considers the best available estimate of their fair values, and the excess of the cost over the carrying amount of Royal Uranium’s net assets, approximately €3.72 million, has been allocated to its royalty assets, to which management considers that excess to be principally attributable. The allocation will be finalized in the Company’s consolidated financial statements for the year ending December 31, 2026, and the amounts ultimately recognized may differ from those presented herein.
The net assets of Royal Uranium were approximately €6.2 million as of June 30, 2026, comprising total assets of approximately €6.3 million (principally royalty assets, exploration and evaluation assets and deferred costs) and total liabilities of approximately €0.1 million. As the Securities Exchange resulted in the Company acquiring 100% of Royal Uranium, no non-controlling interest arose as a result.
The cost of approximately €9.92 million exceeds the carrying amount of Royal Uranium’s net assets of approximately €6.20 million by approximately €3.72 million, which has been allocated to the royalty assets, increasing their carrying amount to approximately €8.91 million. No goodwill arises.
See table below for further illustration.
| (in thousands) (€) | ||||
| Cost of the acquisition (a) | 9,921 | (1) | ||
| Less: carrying amount of Royal Uranium net assets acquired (b) | (6,198 | ) | ||
| Excess of cost over carrying amount of net assets, allocated to royalty assets (c) ((a) - (b)) | 3,723 | |||
| (1) | Represents 3,750,018 Class A Ordinary Shares measured at $2.69 per share, the Nasdaq closing price on July 21, 2026, translated from U.S. dollars into euros at $1.1408 to €1.00, the exchange rate on that date (€8,843 thousand), and directly attributable transaction costs of €1,078 thousand. The shares are recorded at their nominal value of $0.0035 per share within share capital, with the excess credited to other equity reserve. |
The allocation of the cost is presented as a pro forma adjustment in the unaudited pro forma condensed combined balance sheet, as the Securities Exchange had not closed as of June 30, 2026.
| C. | Pro Forma Transaction Accounting Adjustments |
The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:
| 1. | Acquisition. Reflects the acquisition of Royal Uranium as an asset acquisition. This adjustment records (i) the issuance of 3,750,018 Class A Ordinary Shares (nominal value $0.0035) with a fair value of approximately €8.84 million, allocated between share capital (approximately €0.01 million) and other equity reserve (approximately €8.83 million); (ii) the inclusion in the cost of the acquisition of directly attributable transaction costs of approximately €1.08 million, being the costs of approximately €1.04 million recognized within other assets in the Company’s historical consolidated balance sheet and approximately €0.04 million of legal fees incurred after June 30, 2026 (reflected as a reduction of cash and cash equivalents), and the allocation of the excess of the cost over the carrying amount of Royal Uranium’s net assets to its royalty assets, increasing their carrying amount by approximately €3.72 million; and (iii) the elimination of Royal Uranium’s historical share capital and retained earnings (accumulated deficit). No goodwill is recognized. As the Company acquired 100% of Royal Uranium, no non-controlling interest was recognized. No adjustment has been made for amortization of the increase in the carrying amount of the royalty assets: the uranium royalty interests are pre-production and are not amortized, and the units-of-production basis for the producing natural gas royalty interests has not yet been determined. |
| 2. | Transaction Costs. Reflects approximately €0.01 million of fees for the review of the pro forma financial information, incurred after June 30, 2026, which are not directly attributable to the acquisition of the assets and are therefore expensed. As the unaudited pro forma condensed combined statements of operations and other comprehensive loss assume that the Securities Exchange occurred on January 1, 2025, these costs are presented in the pro forma statement of operations for the year ended December 31, 2025, and they are reflected in the pro forma balance sheet as a reduction of cash and cash equivalents with a corresponding charge to retained earnings (accumulated deficit). Directly attributable transaction costs of approximately €1.08 million are included in the cost of the acquisition, as described in Note B and Note C.1, and accordingly no adjustment is made in respect of them in the pro forma statements of operations. The grant-date fair value of the milestone share awards under the Advisory Agreements of approximately €0.53 million, recognized in the Company’s historical consolidated financial statements for the six months ended June 30, 2026, relates to advisory services under the Advisory Agreements and vests on the achievement of share price targets rather than on the Securities Exchange; it is therefore not a transaction cost of the Securities Exchange, and no pro forma adjustment is made in respect of it. Under the RU Share Exchange Agreement, each party bears its own expenses; transaction costs incurred by Royal Uranium are reflected in its historical financial information. These transaction costs are non-recurring and are not expected to recur beyond 12 months. |
| 3. | Income Taxes. No incremental pro forma income tax effect has been recognized in respect of the pro forma adjustments. The historical income tax of each entity is reflected within its respective historical column. Fusion Fuel and Royal Uranium are each in a net loss position and have unrecognized deductible temporary differences and tax losses for which no deferred tax asset has been recognized, as it is not probable that future taxable profits will be available against which the losses can be utilized. The transaction costs are not expected to give rise to a current or deferred tax benefit on a pro forma basis. No deferred tax liability has been recognized on the increase in the carrying amount of the royalty assets, as the initial recognition exemption in IAS 12.15(b) applies to an asset acquisition that is not a business combination. Accordingly, management has concluded that no income tax effect should be reflected in the unaudited pro forma condensed combined financial information. |