v3.26.3
Taxation
12 Months Ended
Dec. 31, 2025
Notes and other explanatory information [abstract]  
Taxation

 

13.Taxation

 

The Group recorded a loss before income tax of €5.1 million for the year ended 31 December 2025 (restated) (2024: €15.3 million; 2023: €30.9 million). The reduction in losses compared to the prior year reflects the absence of significant non-cash charges recognised in 2024, including fair value movements on derivative financial instruments, together with the contribution of a full year of trading from QIND and its subsidiary Al Shola Gas. The restated loss before tax includes fair value gains on derivative financial instruments of €3.4 million, which are not taxable, and an impairment of goodwill of €1.1 million, which is not deductible.

 

For the year ended 31 December 2025, the Group recognised an income tax credit of €0.1 million (2024: €0.03 million charge). The credit reflects the release of the deferred tax liability recognised on the QIND purchase price allocation intangibles as they are amortised, less the current tax expense on the taxable profits of Al Shola Gas.

 

During 2025, the Group’s operations were subject to a range of statutory tax rates, including 12.5% in Ireland on trading income, 25% in Spain, and 9% in the United Arab Emirates, where Al Shola Gas operates.

 

   2025   2024   2023 
   €’000   €’000   €’000 
Profit/ (loss) before tax   (5,072)   (15,254)   (30,857)
Tax using Company’s domestic tax rate at 12.5%   634    1,907    3,857 
Tax effect of:               
Non-deductible expenses / non-taxable income   211    (764)   (967)
Current-year losses for which no deferred tax asset is recognized   (508)   (805)   (4,647)
Impacts of different foreign tax rates   (64)   156    1,916 
Tax expense of acquired subsidiary (QIND)*   (146)   (25)   - 
Release of deferred tax liabilities (QIND PPA)*   238    -    - 
Impairment of goodwill - not deductible   (132)   -    - 
Consolidation adjustments and deconsolidated entities not subject to Group tax   (141)   -    - 
Total tax   92    470    159 

 

*The income tax credit for the year ended 31 December 2025 of €0.1 million comprises the release of the deferred tax liability recognised on the QIND purchase price allocation intangibles (€0.24 million), less the current tax expense of Al Shola Gas (€0.15 million). No tax arises in Ireland or Spain, as current-year losses are not recognised as deferred tax assets. The income tax charge for the year ended 31 December 2024 of €25k comprises the tax expense of QIND.

 

Deferred tax liability

 

The deferred tax liability recognised on the Group’s balance sheet relates entirely to the fair value uplift of identifiable intangible assets acquired in the QIND business combination (see Note 15). The deferred tax liability is being released to profit or loss over the useful lives of the underlying intangibles as they are amortised. The deferred tax liability is denominated in US dollars and is translated at the closing rate, with exchange differences recognised in other comprehensive income (restated – refer to Note 5). The movement during the year was as follows:

 

   2025   2024 
   €’000   €’000 
Opening balance   (2,198)   - 
Recognised on acquisition of QIND   -    (2,198)
Released to profit or loss   238    - 
Exchange differences   219    - 
Closing balance   (1,741)   (2,198)

 

 

Unrecognised deferred tax assets

 

The Group has not recognised deferred tax assets in respect of the following items, on the basis that it is not considered probable that sufficient future taxable profits will be available in the relevant jurisdictions against which the unused tax losses and deductible temporary differences could be utilised:

 

   2025   2024 
   €’000   €’000 
Unused tax losses   2,423    2,935 
Deductible temporary differences - share-based payments   195    393 
Total unrecognised deferred tax assets   2,618    3,328 

 

The significant reduction between years reflects the deconsolidation of Group entities during 2025, particularly Hanoi Asset Management, following which the accumulated tax losses and deductible temporary differences of these entities are no longer available to the Group. The 2024 comparatives have been re-presented on the same basis as 2025, being cumulative unused tax losses and deductible temporary differences at the applicable tax rates (previously presented: unused tax losses €805k, being 2024 losses only, and share-based payments €3,124k).

 

Unused tax losses by jurisdiction

 

The gross unused tax losses available to the Group’s continuing operations at 31 December 2025, by jurisdiction, are set out below:

 

●Ireland (FFG): €18.7 million of unused trading losses, which may be carried forward indefinitely and offset against future Irish trading income at the prevailing corporate tax rate of 12.5%.

 

●Spain (BrightHy): €0.3 million of unused tax losses, which may be carried forward indefinitely subject to an annual utilisation cap of 70% of taxable income exceeding €1 million. The applicable Spanish corporate tax rate is 25%.

 

●United States (QIND): €0.8 million of unused tax losses. QIND is incorporated in Nevada, USA, and is not subject to UAE corporate income tax; no deferred tax asset has been recognised in respect of these losses. Al Shola Gas is subject to UAE corporate income tax at a rate of 9% on taxable profits exceeding AED 375,000, in accordance with the UAE corporate tax regime which commenced in 2023, and has no unused tax losses.

 

●South Africa (Biosteam): €0.001 million of unused tax losses, which may be carried forward for up to 5 years under South African tax legislation at the prevailing corporate tax rate of 27%.

 

Assessment of recoverability

 

In accordance with IAS 12, the Group has not recognised deferred tax assets in respect of unused tax losses or deductible temporary differences where the availability of future taxable profits to support recovery is considered uncertain. Management reassesses this position at each reporting date and will recognise previously unrecognised deferred tax assets to the extent that it becomes probable that future taxable profits will be available against which they can be utilised.

 

In making this assessment, management has had regard to the material uncertainty related to going concern disclosed in Note 2, together with the Group’s forecast financial performance, the continuing trading of QIND and its subsidiary Al Shola Gas, and the outcome of ongoing operational and financing initiatives. The recoverability position will be reassessed at each subsequent reporting date and any changes in conclusion will be reflected in the period in which they arise.