Business Context and Reporting Period
Company: Fusion Fuel Green PLC (Nasdaq: HTOO)
Reporting Period: Fiscal Year Ended December 31, 2025
Accounting Basis: International Financial Reporting Standards (IFRS)
Functional Currency: Euro (€)
Fusion Fuel Green PLC underwent a fundamental strategic pivot in late 2024. The Company discontinued its legacy green hydrogen manufacturing business following the insolvency of its Portuguese subsidiary, Fusion Fuel Portugal, in November 2024. Concurrently, the Company acquired a controlling interest in Quality Industrial Corp. (QIND), which operates Al Shola Gas, a liquefied petroleum gas (LPG) distributor in the UAE. The 2025 results reflect the first full year of operations under this new model, focusing on LPG distribution, engineering services, and emerging hydrogen advisory services.
Key Financial Metrics
| Metric | 2025 (€'000) | 2024 (€'000) | Change |
|---|---|---|---|
| Revenue | 14,415 | 1,605 | +798% |
| Cost of Sales | (10,240) | (1,168) | +777% |
| Gross Profit | 4,175 | 437 | +855% |
| Operating Loss | (7,898) | (17,330) | -54% |
| Net Finance Income | 5,611 | 230 | +2,339% |
| Net Loss (Attributable to Shareholders) | (1,694) | (15,333) | -89% |
| Cash and Cash Equivalents | 575 | 214 | +169% |
| Total Debt (Excl. Leases) | 13,600 | 1,938 | Significant Increase |
| Net Current Liabilities | (5,759) | (9,017) | Improvement |
Note: The significant increase in Net Finance Income is driven by fair value gains on derivative liabilities (warrants) and foreign exchange movements, not operational cash generation.
Material Changes vs. Prior Period
- Revenue Surge: Revenue increased nearly 8x due to the consolidation of Al Shola Gas for a full year in 2025, compared to only Q4 2024 in the prior period. The legacy hydrogen business contributed zero revenue in 2025.
- Operating Loss Reduction: The operating loss narrowed significantly (from €17.3M to €7.9M) primarily due to the absence of a €2.2M inventory impairment charge related to the legacy hydrogen business recorded in 2024 and reduced administrative costs following the deconsolidation of the Portuguese entity.
- Debt Structure: Total indebtedness rose to approximately €13.6 million. This includes the consolidation of QIND's debt obligations, several of which are in default (see Risks section).
- Restatements: Comparative 2024 figures were restated to reflect the finalization of the QIND purchase price allocation (recognizing intangible assets and deferred tax liabilities) and corrections to derivative liability valuations.
Guidance, Outlook, and Risks
Outlook and Recent Developments
- Going Concern: The auditor has included an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern. Management projects a cash shortfall of approximately €2 million for the next 12 months, dependent on securing additional financing.
- Recent Financing: In February 2026, the Company raised approximately $2.6 million via a private placement (PIPE) to support working capital.
- Strategic Acquisitions: The Company entered into a Share Exchange Agreement in February 2026 to acquire Royal Uranium Inc. for up to 3.75 million shares (valued at $15M), subject to shareholder approval. This transaction aims to diversify revenue through uranium royalties.
- Operational Growth: New engineering contracts for hydrogen and biomass projects (via Bright Hydrogen Solutions and Biosteam Energy) are expected to generate revenue starting in 2026.
Material Risks and Contingencies
- QIND Debt Default: As of December 31, 2025, QIND had eight matured convertible promissory notes totaling approximately $2.56 million (€2.4M) that remain unpaid. This constitutes an event of default, potentially triggering acceleration of debt, increased interest rates (15-20%), and dilutive conversions.
- Geopolitical Risk: The Company's primary revenue generator, Al Shola Gas, operates in the UAE. Escalating conflict in the region (specifically involving Iran and the Strait of Hormuz) poses material risks to supply chains, insurance costs, and operational continuity.
- Internal Control Weakness: The Company identified a material weakness in internal controls over financial reporting due to insufficient accounting staffing and lack of segregation of duties. Remediation is ongoing.
- Liquidity Constraints: The Company has limited cash reserves (€0.575M) and relies heavily on external financing to meet obligations and fund operations.
Investor Verification Checklist
- Debt Default Status: Verify the current status of QIND's defaulted convertible notes and whether forbearance agreements or refinancing have been secured to prevent acceleration.
- Going Concern Funding: Confirm the status of the €2 million funding gap identified by management and the likelihood of closing the Royal Uranium acquisition or securing further equity/debt financing.
- Geopolitical Exposure: Assess the specific impact of the Iran/Strait of Hormuz conflict on Al Shola Gas's supply chain, insurance premiums, and customer demand in the UAE.
- Internal Controls: Review the progress of hiring new accounting personnel and the implementation of remediation plans for the identified material weakness in internal controls.
- Derivative Valuations: Scrutinize the fair value assumptions used for the Company's significant warrant liabilities, as these drive a large portion of the reported "Net Finance Income."