REG - Hydrogen Utopia Intl - Final Results
29/04/2026 15:45
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RNS Number : 4485C Hydrogen Utopia International PLC 29 April 2026
The information contained within this announcement is deemed by the
Company to constitute inside information stipulated under the Market
Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018. Upon the
publication of this announcement via the Regulatory Information Service,
this inside information is now considered to be in the public domain.
29 April 2026
Hydrogen Utopia International PLC
(the "Company" or "HUI")
Final Results for the period ended 31 December 2025
Hydrogen Utopia International PLC, a company specialising in turning
non-recyclable mixed waste plastic into hydrogen and other carbon-free fuels,
new materials or distributed renewable heat, is pleased to announce its
results for the period ended 31 December 2025.
Financial KPIs
• Cash and cash equivalents increased by 88% to £500,068
• Group comprehensive loss of £722,474
• Reduction in administrative expenses by 23% to £699,426
• Increase in group net assets to £1,755,706 due to share equity raise and a
reduction in operating expenses
For more information about the Company, please refer to our website:
www.hydrogenutopia.eu (http://www.hydrogenutopia.eu)
For further information, please contact:
Hydrogen Utopia International PLC
Aleksandra Binkowska
+44 7795 235181
Alfred Henry Corporate Finance Limited (LSE Corporate Adviser)
Nick Michaels/Maya Klein Wassink
+44 20 8064 4056
AlbR Capital Limited (Broker)
Jon Belliss/Colin Rowbury
+44 20 7399 9400
Non-Executive Chairman's statement
I write this statement having assumed the role vacated by Simon Mann, who
passed away suddenly in May 2025. His loss is deeply felt across the Company
and among all who had the privilege of working with him. On the very day of
his passing, Simon remained fully engaged, attending an HUI Board meeting that
afternoon-an enduring reflection of his commitment and energy. He was not only
a valued colleague and a close ally of our Chief Executive Officer, but also a
visionary whose perspective broadened the Company's strategic horizons,
particularly in relation to our growing engagement with the Middle East. Many
of the foundations we are building today bear his influence. His conviction
that "HUI must work because it's right" continues to guide the Board's
thinking and remains central to our purpose. We are committed to carrying
forward his legacy with discipline, focus and ambition, and our thoughts
remain with his family.
The year under review has been one of significant strategic progress for the
Company. Through disciplined execution facilitated by the unending and total
commitment of our CEO Aleksandra Binkowska who was wholly responsible for
identifying and relentlessly tracking down the InEnTec technology and the
careful allocation of resources, HUI has secured an exclusive ten-year licence
with effective perpetuity option to deploy InEnTec's commercially proven PEM®
Melter technology across the Middle East and North Africa, welcomed its first
institutional investor and established a formal presence in the Kingdom of
Saudi Arabia all of which will facilitate an $800 million mixed plastic waste
to SAF facility in the Kingdom of Saudi Arabia lead by its Visionary leader
Crown Prince Mohammad bin Salman (MBS). In October 2025, the Board formalised
a strategic refocus on core plastic-to-hydrogen operations, alongside an
accelerated expansion into the Gulf Cooperation Council. Whilst Europe
continues to advance its hydrogen policy framework, the GCC currently presents
a more immediate opportunity, supported by strong governmental commitment,
capital deployment and a clear appetite for waste-to-hydrogen solutions.
InEnTec's unique technology, with over a decade of commercial operating
history on more than 10 operating systems, including Dow Chemicals as an end
user, is well aligned with these regional priorities, and the reception we
have received in Saudi Arabia and across the wider GCC has been enthusiastic,
constructive and encouraging.
As a Board, we believe that our primary technology, while still at an early
stage, is both viable and likely to play an important role as the hydrogen
economy continues to evolve. We have invested substantial resources in its
development and have made significant progress alongside our partners Linde
GmBh and Electron.
We remain fully aware of developments in other jurisdictions and intend to
continue our advancement, however, in the current risk-adverse market
environment we must also act prudently with our working capital to de-risk
capital exposure at this stage. We remain confident in the project and its
long-term viability. Our Chief Executive Officer has been approached by a
Japanese company to explore a potential research and development collaboration
to deploy the technology, although this remains at a very early stage.
During the year, HUI achieved several important milestones in the region. In
November 2025, the Company was granted an Investment Registration Certificate
by the Ministry of Investment of Saudi Arabia, enabling it to operate as a
wholly foreign- owned entity within the Kingdom. In December, the Research,
Development and Innovation Authority formally endorsed HUI's deployment plans,
facilitating engagement with potential institutional funding channels. The
Company has also developed constructive relationships with key stakeholders,
including the Saudi Investment Recycling Company, a wholly owned subsidiary of
the Public Investment Fund (PIF) the trillion-dollar sovereign wealth fund, in
alignment with the Kingdom's Vision 2030 objectives. Hydrogen Utopia LLC-the
KSA wholly owned subsidiary, was incorporated in January 2026 and is now
operationally positioned to support regional activities, alongside a signed
Memorandum of Understanding with a local deployment partner.
Beyond Saudi Arabia, progress has also been made in Oman, where local partners
have committed to raising initial capital to support the deployment of InEnTec
technology. In addition, the Company entered into a Binding Outline Agreement
with BPODash, a US-based AI analytics company, to integrate predictive
analytics into future MENA facilities, further strengthening HUI's positioning
at the intersection of clean energy and digital innovation.
I firmly believe that, with such strong backing from the GCC, we will be well
positioned to raise the necessary funding in the HUI's KSA Subsidiary of HUI,
both for working capital and for the deployment of the giga-project in the
Kingdom of Saudi Arabia.
The current political environment further supports this view, as Saudi Arabia
is increasingly prioritising domestic investment and scaling back on projects
outside the Kingdom.
With regard to the loans provided to Ohrid Organics Ltd, some of the loans
were repaid during 2025 with the remainder expected to be repaid during 2026
as both companies mutually agreed not to continue with the acquisition of a
significant shareholding by HUI. The Chief Executive Officer has assumed
direct responsibility for this process and is in direct and constant contact.
Ohrid have provided supporting documentation of their inventory and trade
debtors which provide security to the board that the balance is recoverable in
full, not least as a large proportion of the loans is supported by my personal
guarantee.
The Board has been strengthened during the year with the addition of
individuals whose expertise supports the Company's strategic direction. Naser
Nuredini, former Minister of Environment and Physical Planning of North
Macedonia, joined in June, bringing valuable insight into environmental policy
and regulatory frameworks. In July, Richard Fish, a recognised authority in
plasma gasification technology, was appointed as a Non-Executive Director,
further enhancing the Company's technical capability. I have known and worked
with Richard from previous plasma technology propositions and I am delighted
to have his vast wealth of experience and contacts in the industry that give
us an enormous advantage with technical sales and deep understanding of the
InEnTec process.
I would also like to acknowledge the exceptional and continued commitment of
the Board, which has operated without financial remuneration throughout the
year, instead agreeing to share options in a sign of their continued long-term
commitment to HUI. The Chief Executive Officer has provided additional support
to the Company through the temporary lending against her personal
shareholdings, and both executive and non-executive directors have invested
their own capital. I believe this is a very unusual approach from the
directors of a PLC and I would suggest we are one of the lowest cost LSE
Boards on the market. This approach reflects not only a shared commitment to
preserving resources and prioritising long-term value creation but in my view
the true sense of what a listed company that is pre- revenue should not create
a life-style company for its directors at the expense of our shareholders for
whom we are engaged to create wealth for all parties.
The Company's financial performance during the period reflects a continued
focus on cost disciplineand prudent capital management. Administrative
expenses for the six months to 30 June 2025 were significantly reduced
compared with the prior year, whilst cash reserves improved over the same
period.
Two equity placings were completed during the year to support the Company's
strategic objectives including the participation of an institutional investor
in December 2025, representing an important step in broadening the shareholder
base. Whilst the Company remains in the development phase, the Board is
encouraged by the progress achieved with a relatively modest capital base, and
maintaining financial discipline will remain a key priority as the Company
advances towards project execution.
HUI enters 2026 with a strengthened strategic position, supported by its
exclusive InEnTec licence across the Middle East and North Africa, an
established presence in Saudi Arabia, positive institutional engagement and an
enhanced Board. The Company's focus in the year ahead will be on progressing
from platform development to project execution, including advancing
discussions with regional partners and converting opportunities into
contracted deployments. This next phase will be critical in establishing
long-term revenue streams and demonstrating the commercial scalability of the
Company's model. Whilst recognising the inherent challenges associated with
scaling infrastructure projects in emerging sectors, not least because of the
current conflict in the region, the Board remains confident that the
foundations established during 2025 provide a robust platform for future
growth as we continue advanced talks with current and new partners in the
region as business continues unabated.
On behalf of the Board, I would like to thank our shareholders for their
continued support and patience. The progress achieved during the year reflects
a collective effort and a shared belief in the Company's long-term potential.
Simon Mann believed, unwaveringly, that HUI must work because it is the right
thing to do, and we remain committed to honouring that belief through
disciplined execution and responsible growth.
Howard White
Executive Chairman
Date: 29 April 2026
Chief Executive Officer's statement
Dear Shareholders,
There are moments when technology, timing, and geopolitical necessity
converge. I believe we are living through one of those moments now, and HUI is
positioned at its centre. History does not move in straight lines. It spirals,
returning to the same great questions again and again, but each time from a
higher vantage point, with better tools and deeper understanding. The question
of where we find our energy, and how we secure it, is as old as civilisation
itself. What has changed is our capacity to answer it definitively, cleanly,
and at scale. That is what HUI was founded to do, and this past year has been
the most significant in our pursuit of that answer.
Due to the current risk-averse market, we have made the decision not to
prioritise the continued development of our own technology until a more
established opportunity arises. Instead, we made a considered choice to secure
access to what already works. Our mission over the last year has been to
partner with InEnTec and anchor our entire strategy to their TRL9
plasma-enhanced melter technology, a system with thirteen years of proven
operational history, capable of converting non-recyclable mixed waste plastic,
tyres, and hazardous materials into 99.999% and low-carbon hydrogen. What has
changed this year is that the world has finally positioned itself to deploy
this technology at scale, and we have positioned ourselves at the centre of
that moment with precision.
Our strategic focus has been unwavering: securing exclusive rights to
InEnTec's plasma-enhanced melter technology and building a deep, enduring
partnership with them as our operational foundation, and we have now done
exactly that, having signed exclusive rights for the entire MENA region with
InEnTec. This is not one promising technology among many; it is the only
proven, working system in the world capable of destroying what was previously
considered indestructible: mixed plastics, tyres, hazardous and medical waste.
We have worked closely with InEnTec to advance this relationship and the
progress we have made positions HUI as the definitive commercial partner for a
process that does not merely manage waste. It eliminates it, and turns it into
something the world urgently needs.
Our primary commercial focus is now SAF production, where we have developed a
cost position we believe no competitor can match. Underpinned by InEnTec's
technology, we are able to offer customers very long-term power purchase
agreements, in some cases extending to twenty years, providing a certainty of
price and supply for jet fuel that no conventional competitor is in a position
to match. Alongside this, we have made significant advances toward the
decarbonisation of steel and cement, two of the world's most
emissions-intensive industries, long resistant to viable clean alternatives.
Waste-derived hydrogen has changed that equation, and we have spent this year
proving it.
The GCC and wider MENA region is where we have chosen to execute this
strategy, and the results have vindicated that choice decisively. These
nations have not been cautiously edging away from oil dependency; they have
been doing so with speed, capital, and genuine industrial ambition. We have
found in Saudi Arabia and Oman partners who grasped our proposition
immediately, where others took years to consider it. We believe that others
will follow. We have secured our MISA licence from the Ministry of Investment,
Saudi Arabia, and at IFAT Saudi Arabia, we signed an MOU with SIRC, a wholly
owned subsidiary of the Public Investment Fund, and it was the only Company in
the world to do so.
There is something almost Hegelian in how this moment has arrived. The
contradictions of fossil fuel dependency, environmental, strategic, and
economic, have been accumulating quietly for decades, and the current
geopolitical crisis has forced them suddenly into the open. Energy security
has become as urgent as climate security, and clean, sovereign, waste- derived
fuel answers both simultaneously. We did not design our strategy around this
crisis. But as the philosopher reminds us, the owl of Minerva spreads its
wings only at dusk, and it is precisely in moments of rupture that the value
of what has been quietly built becomes visible to all. We have spent years
building. The world has now turned to look.
To our long-term shareholders, whose patience has been a genuine source of
strength: the technology is proven, the partnerships are real, and the market
has arrived. I believe that patience is about to be rewarded.
A Binkowska
Chief Executive Officer
Date: 29 April 2026
GROUP STATEMENT OF COMPREHENSIVE INCOME
AS AT 31 DECEMBER 2025
2025 2024
Notes £ £
Administrative expenses (699,426) (861,712)
Exceptional items 4 - 275,846
Operating loss 5 (699,426) (585,866)
Other income - 100,000
Investment income 8 25,209 2,433
Finance costs 9 (47,931) (29,937)
Loss before taxation (722,148) (513,370)
Income tax (expense)/income 10 (326) (826)
Loss for the year (722,474) (514,196)
Profit for the financial year is all attributable to the owners of the parent
company.
Total comprehensive income for the year is all attributable to the owners of
the parent company.
Notes 2025 2024
£ £
Earnings per share 11
Basic and diluted (0.18) (0.13)
The income statement has been prepared on the basis that all operations are
continuing operations.
GROUP STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31 December 31 December
2025 2024
Notes £ £
Non-current assets
Intangible assets 13 982,563 606,125
Property, plant and equipment 14 646 1,032
Investments 15 459,744 459,744
1,442,953 1,066,901
Current assets
Trade and other receivables
17 924,385 1,102,945
Cash and cash equivalents 500,068 266,994
1,424,453 1,369,939
Current liabilities
Trade and other payables
18 96,489 156,061
Borrowings 19 354,340 870,182
450,829 1,026,243
Net current assets 973,624 343,696
Non-current liabilities
Borrowings 19 660,871 -
660,871 -
Net assets 1,755,706 1,410,597
Equity
Share capital 25 432,635 385,520
Share premium account 26 6,056,284 5,248,679
Other reserves 27 553,907 341,044
Retained earnings (5,287,120) (4,564,646)
Total equity 1,755,706 1,410,597
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Share capital Share premium account Other reserves Retained earnings
£ £ £ £ Total
Notes £
Bought forward as at 1 January 2024: 385,520 5,248,679 273,865 (4,050,450) 1,857,614
Year ended 31 December 2024:
Loss and total comprehensive income for the year - - - (514,196) (514,196)
Share based payment expense - - 67,179 - 67,179
Balance at 31 December 2024 385,520 5,248,679 341,044 (4,564,646) 1,410,597
Year ended 31 December 2025:
Loss and total comprehensive
income for the year - - - (722,474) (722,474)
Share based payment expense - - 212,863 - 212,863
Issue of share capital 47,115 807,605 854,720
Balance at 31 December 2025 432,635 6,056,284 553,907 (5,287,120) 1,755,706
GROUP STATEMENT OF CASHFLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2025 2024
Notes £ £ £ £
Cash flows from operating activities
Cash (absorbed by)/generated from operations 33 (438,048) (780,131)
Tax (paid)/credit received (326) (826)
Net cash (outflow)/inflow from operating activities
(438,374) (780,957)
Investing activities
Purchase of intangible assets (376,438) -
Receipts from agreements - 100,000
Investment loan receipts 168,000 (551,319)
Interest received/(paid) 25,209 454
Net cash used in investing activities (183,229) (450,865)
Financing activities
Proceeds from issue of shares 854,720 -
Proceeds from borrowings 47,888 241,564
Interest paid (47,931) (29,937)
Net cash generated from financing activities
854,677 211,627
Net (decrease)/increase in cash and cash equivalents
233,074 (1,020,195)
Cash and cash equivalents at beginning of year 266,994 1,287,189
Cash and cash equivalents at end of year 500,068 266,994
Relating to:
Bank balances and short term deposits 500,068 266,994
NOTES TO THE GROUP FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1 Accounting policies
Company information
Hydrogen Utopia International PLC ("the company") is a public company limited
by shares incorporated in England and Wales. The registered office is C/O
Laytons Llp, Yarnwicke, 119-121 Cannon Street, London,
EC4N 5AT. The company's principal activities and nature of its operations are
disclosed in the directors' report.
The group consists of Hydrogen Utopia International PLC and all of its
subsidiaries.
1.1 Accounting convention
The financial statements have been prepared in accordance with UK adopted
international accounting standards and with those parts of the Companies Act
2006 applicable to companies reporting under this standard, except as
otherwise stated.
The financial statements are prepared in sterling, which is the functional
currency of the group. Monetary amounts in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost
convention.
1.2 Business combinations
The cost of a business combination is the fair value at the acquisition date
of the assets given, equity instruments issued and liabilities incurred or
assumed, plus costs directly attributable to the business combination. The
excess of the cost of a business combination over the fair value of the
identifiable assets, liabilities and contingent liabilities acquired is
recognised as goodwill.
The cost of the combination includes the estimated amount of contingent
consideration that is probable and can be measured reliably, and is adjusted
for changes in contingent consideration after the acquisition date.
Provisional fair values recognised for business combinations in previous
periods are adjusted retrospectively for final fair values determined in the
12 months following the acquisition date.
1.3 Basis of consolidation
The consolidated group financial statements consist of the financial
statements of the parent company Hydrogen Utopia International PLC together
with all entities controlled by the parent company
(its subsidiaries) and the group's share of its interests in joint ventures
and associates.
All financial statements are made up to 31 December 2025. Where necessary,
adjustments are made to the financial statements of subsidiaries to bring the
accounting policies used into line with those used by other members of the
group.
All intra-group transactions, balances and unrealised gains on transactions
between group companies are eliminated on consolidation. Unrealised losses are
also eliminated unless the transaction provides evidence of an impairment of
the asset transferred.
Subsidiaries are consolidated in the group's financial statements from the
date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled
by the group and one or more other venturers under a contractual arrangement
are treated as joint ventures. Entities other than subsidiary undertakings or
joint ventures, in which the group has a participating interest and over whose
operating and financial policies the group exercises a significant influence,
are treated as associates.
1.4 Going concern
The directors have at the time of approving the financial statements, a
reasonable expectation that the group has adequate resources to continue in
operational existence for a period of at least 12 months. In coming to this
conclusion, the directors have reviewed the group's working capital
requirements over the next 18 months.
Reasonable downside sensitivities have been considered under differing
scenarios in the working capital model all of which show the group has
available financial resources to meet all commitments as they fall due.
The cash position at the year-end was £500,068. Future working capital is
reliant on funding from Ohrid Organics through the repayment of loans. Should
the receipt of loan repayments from Ohrid Organics not happen, then the group
faces uncertainty over its ability to continue as a going concern. Ohrid
organics have provided inventory reports and details of court sanctioned liens
over property in relation to debtors of Ohrid Organics. Therefore, whilst
there is strong documentation to support the repayment of these loans, there
can be no certainty that these funds will be received which indicates the
existence of a material uncertainty
which may cast doubt about the group's ability to continue as a going concern
and therefore it may be unable to continue to meet its liabilities as they
fall due. The financial statements do not include the adjustments that would
result if the group was unable to continue as a going concern. If such a
situation arose alternative funding would be sort such as a small fund raise.
The directors continue to monitor cash forecasts closely and are involved in
the day to day running of the business.
Thus the directors continue to adopt the going concern basis of accounting in
preparing the financial statements.
1.5 Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently
measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets
less their residual values over their useful lives on the following bases:
Computers 20%
Straight line
Intangible Development Indefinite*
Intangible IP 10%
straight line
* Refer to note 1.7
The gain or loss arising on the disposal of an asset is determined as the
difference between the sale proceeds and the carrying value of the asset, and
is recognised in the income statement.
1.6 Non-current investments
The investments are assessed for impairment at each reporting date and any
impairment losses or reversals of impairment losses are recognised immediately
in profit or loss.
1.7 Impairment of tangible and intangible assets
At each reporting end date, the group reviews the carrying amounts of its
tangible assets to determine whether there is any indication that those assets
have suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). Where it is not possible to estimate the
recoverable amount of an individual asset, the group estimates the recoverable
amount of the cash-generating unit to which the asset belongs.
The intangible asset noted in the financial statements HUI Pyrolysis is
recognised at cost and consists predominantly of the knowledge gained from the
continued technological development of the HUI chemical conversion chamber and
the full-scale system to be implemented into a HUI plant. This intangible has
been assessed to have indefinite useful life as there is no limit to the
period over which the asset is expected to generate net cash inflows once
implemented into HUI power plants.
Recoverable amount is the higher of fair value less costs to sell and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted. The
discount rate used for this asset is 13.64%. Management have assessed the
recoverable amount of the asset with regards to: market value
declines,negative changes in technology, markets, economy or laws, increases
in market interest rates, net assets of the company higher than market
capitalisation, obsolescence or physical damage, asset being held of disposal,
as well as, worse performance than expected.
Many intangible assets are susceptible to technological obsolescence.
Therefore, intangible assets with indefinite useful lives and intangible
assets not yet available for use are tested for impairment annually, and
whenever there is an indication that the asset may be impaired.
The additions to the intangible assets represent the license agreement secured
for exclusive operational use of InEnTec's proven PEM Melter gasification
technology across the MENA region for a term of 10 years.
Recoverable amount is the higher of fair value less costs to sell and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted. The
discount rate used for this asset is 13.64%. Management have based the
recoverable amount on the below assumptions: technical or commercial
obsolescence, maintenance requirements of the asset.
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount.
An impairment loss is recognised immediately in profit or loss, unless the
relevant asset is carried at a revalued amount, in which case the impairment
loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (or cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognised for the asset (or cash-generating unit) in prior years. A
reversal of an impairment loss is recognised immediately in profit or loss,
unless the relevant asset is carried at a revalued amount, in which case the
reversal of the impairment loss is treated as a revaluation increase.
1.8 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks, other short-term liquid investments with original maturities of three
months or less, and bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities.
1.9 Financial assets
Financial assets are recognised in the group's statement of financial position
when the group becomes party to the contractual provisions of the instrument.
Financial assets are classified into specified categories, depending on the
nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through
profit and loss are measured at fair value and any transaction costs are
recognised in profit or loss. Financial assets not classified as fair value
through profit and loss are initially measured at fair value plus transaction
costs.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised
cost where the objective is to hold these assets in order to collect
contractual cash flows, and the contractual cash flows are solely payments of
principal and interest. They arise principally from the provision of goods and
services to customers (eg trade receivables). They are initially recognised at
fair value plus transaction costs directly attributable to their acquisition
or issue, and are subsequently carried at amortised cost using the effective
interest rate method, less provision for impairment where necessary. For more
information see the Directors' report.
Financial assets at fair value through other comprehensive income
Debt instruments are classified as financial assets measured at fair value
through other comprehensive income where the financial assets are held within
the group's business model whose objective is achieved by both collecting
contractual cash flows and selling financial assets, and the contractual terms
of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of financial
assets is not met, a financial asset is classified as measured at fair value
through profit or loss. Financial assets measured at fair value through profit
or loss are recognized initially at fair value and any transaction costs are
recognised in profit or loss when incurred. A gain or loss on a financial
asset measured at fair value through profit or loss is recognised in profit or
loss, and is included within finance income or finance costs in the statement
of income for the reporting period in which it arises.
A debt instrument measured at fair value through other comprehensive income is
recognised initially at fair value plus transaction costs directly
attributable to the asset. After initial recognition, each asset is measured
at fair value, with changes in fair value included in other comprehensive
income. Accumulated gains or losses recognised through other comprehensive
income are directly transferred to profit or loss when the debt instrument is
derecognised.
Equity instruments measured at fair value through other comprehensive income
are recognized initially at fair value plus transaction cost directly
attributable to the asset. After initial recognition, each asset is measured
at fair value, with changes in fair value included in other comprehensive
income. Accumulated gains or losses recognized through other comprehensive
income are directly transferred to retained earnings when the equity
instrument is derecognized or its fair value substantially decreased.
Dividends are recognized as finance income in profit or loss.
Impairment of financial assets
Financial assets, other than those measured at fair value through profit or
loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a
result of one or more events that occurred after the initial recognition of
the financial asset, the estimated future cash flows of the investment have
been affected.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash
flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership to another entity.
1.10 Financial liabilities
The group recognises financial debt when the group becomes a party to the
contractual provisions of the instruments. Financial liabilities are
classified as either 'financial liabilities at fair value through profit or
loss' or 'other financial liabilities'.
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as measured at fair value through profit
or loss when the financial liability is held for trading. A financial
liability is classified as held for trading if:
• it has been incurred principally for the purpose of selling
or repurchasing it in the near term, or
• on initial recognition it is part of a portfolio of
identified financial instruments that are managed together and has a recent
actual pattern of short-term profit taking, or
• it is a derivative that is not a financial guarantee
contract or a designated and effective hedging instrument.
Financial liabilities at fair value through profit or loss are stated at fair
value with any gains or losses arising on remeasurement recognised in profit
or loss.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other
short-term monetary liabilities, are initially measured at fair value net of
transaction costs directly attributable to the issuance of the financial
liability. They are subsequently measured at amortised cost using the
effective interest method. For the purposes of each financial liability,
interest expense includes initial transaction costs and any premium payable on
redemption, as well as any interest or coupon payable while the liability is
outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the group's
obligations are discharged, cancelled, or they expire.
1.11 Equity instruments
Equity instruments issued by the parent company are recorded at the proceeds
received, net of direct issue costs. Dividends payable on equity instruments
are recognised as liabilities once they are no longer payable at the
discretion of the company.
1.12 Derivatives
Derivatives are initially recognised at fair value at the date a derivative
contract is entered into and are subsequently remeasured to fair value at each
reporting end date. The resulting gain or loss is recognised in profit or loss
immediately unless the derivative is designated and effective as a hedging
instrument, in which event the timing of the recognition in profit or loss
depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset,
whereas a derivative with a negative fair value is recognised as a financial
liability. A derivative is presented as a non-current asset or liability if
the remaining maturity of the instrument is more than 12 months and it is not
expected to be realised or settled within 12 months. Other derivatives are
classified as current.
1.13 Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the income statement because it
excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
group's liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet liability method.
Deferred tax liabilities are
generally recognised for all taxable temporary differences and deferred tax
assets are recognised to the extent that it is probable that taxable profits
will be available against which deductible temporary differences can be
utilised. Such assets and liabilities are not recognised if the temporary
difference arises from goodwill or from the initial recognition of other
assets and liabilities in a transaction that affects neither the tax profit
nor the accounting profit.
1.14 Employee benefits
The carrying amount of deferred tax assets is reviewed at each reporting end
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is realised.
Deferred tax is charged or credited in the income statement, except when it
relates to items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity. Deferred tax assets and liabilities
are offset when the group has a legally enforceable right to offset current
tax assets and liabilities and the deferred tax assets and liabilities relate
to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an
expense, unless those costs are required to be recognised as part of the cost
of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in
which the employee's services are received.
Termination benefits are recognised immediately as an expense when the group
is demonstrably committed to terminate the employment of an employee or to
provide termination benefits.
1.15 Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an
expense as they fall due.
1.16 Share-based payments
Equity-settled share-based payments are measured at fair value at the date of
grant by reference to the fair value of the equity instruments granted using
the Black-Scholes model. The fair value determined at the grant date is
expensed on a straight-line basis over the vesting period, based on the
estimate of shares that will eventually vest. A corresponding adjustment is
made to equity.
When the terms and conditions of equity-settled share-based payments at the
time they were granted are subsequently modified, the fair value of the
share-based payment under the original terms and conditions and under the
modified terms and conditions are both determined at the date of the
modification. Any excess of the modified fair value over the original fair
value is recognised over the remaining vesting period in addition to the grant
date fair value of the original share-based payment. The share-based payment
expense is not adjusted if the modified fair value is less than the original
fair value.
Cancellations or settlements (including those resulting from employee
redundancies) are treated as an acceleration of vesting and the amount that
would have been recognised over the remaining vesting period is recognised
immediately.
In the case of options granted, fair value is measured by a Black-Scholes
pricing model.
1.17 Leases
At inception, the group assesses whether a contract is, or contains, a lease
within the scope of IFRS 16.
A contract is, or contains, a lease if the contract conveys the right to
control the use of an identified asset for a period of time in exchange for
consideration. Where a tangible asset is acquired through a lease, the group
recognises a right-of-use asset and a lease liability at the lease
commencement date. Right-of-use assets are
included within property, plant and equipment, apart from those that meet the
definition of investment property.
The group has elected not to recognise right-of-use assets and lease
liabilities for short-term leases of machinery that have a lease term of 12
months or less, or for leases of low-value assets including IT equipment. The
payments associated with these leases are recognised in profit or loss on a
straight-line basis over the lease term.
1.18 Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the
rates of exchange prevailing at the dates of the transactions. At each
reporting end date, monetary assets and liabilities that are denominated in
foreign currencies are retranslated at the rates prevailing on the reporting
end date. Gains and losses arising on translation in the period are included
in profit or loss.
2 New accounting standards and interpretations
Changes in accounting policies and disclosures
From 1 January 2025, the group has adopted the following standards and
interpretations, mandatory for annual periods beginning on or after 1 January
2025:
Standard Description Effective date
Amendment to IAS 21 The effects of changes in Foreign Exchange rates with a lack 1 January 2025
of exchangeability
The application of these standards has not had a material impact on the
financial statements.
Accounting standards and interpretations issued but not yet effective
The group has elected not to early adopt the following revised and amended
standards:
Standard Description Effective date
Amendments to IFRS 9 and IFRS 7 Amendments to the 1 January 2026
Classification and Measurement of Financial Instruments
Amendments to IFRS 9 and IFRS 7 Contracts referencing Nature - dependent Electricity 1 January 2026
Management has reviewed and considered these new standards and interpretations
and none of these are expected to have a material effect on the reported
results or financial position of the group.
3 Critical accounting judgements and key sources of
estimation uncertainty
In applying the group's accounting policies, management continually evaluates
judgements, estimates and assumptions based on experience and other factors,
including expectations of future events that may have an impact on the group.
All judgements, estimates and assumptions made are believed to be reasonable
based on the most current set of circumstances available to management. Actual
results may differ from the judgements, estimates and assumptions. Significant
judgements, estimates and assumptions made by management in the preparation of
these financial statements are outlined below.
Critical judgements
Impairment assessment of intangibles (note 13)
The ultimate recovery of the value of the group's intangibles as at 31
December 2025 is dependent on the successful development and commercial
exploitation, or alternatively, the sale of the chemical conversion facility.
Judgement was exercised in assessing the extent to which impairment existed as
at 31 December 2025 in respect of the Hydrogen chemical conversion project and
associated balances. In forming this assessment, internal and external factors
were evaluated, including those that applied last year. Management determined
that no impairment existed having considered the company's market
capitalisation relative to the group's net asset value, the progression of the
Hydrogen conversion Project and the feasibility study equivalent assessment.
The underlying financial model involves estimates regarding commodity prices,
operating costs and capital development together with discount rates and
demonstrates significant headroom.
Impairment of assessment of the Group's investments (note 15)
The company did not exercise the sale of the TRIFOL investment during the
period as TRIFOL was able to raise significant equity to continue the
development of its technology. As such the directors exercised their judgement
and have held the value of the investment in TRIFOL. In assessing the
impairment of investment, the directors exercised judgement over the
reasonableness of projections and considered the status of the project,
together with the implied economic value of the assets, and concluded that the
impairment provision made was appropriate.
Recoverability of loan receivable (note 17)
Management have reviewed the recoverability and performed an ECL assessment of
the loan receivable balance owed from Ohrid Organics Limited (OOL) and
consider it fully recoverable. Management have obtained personal guarantees
from the controlling director of OOL and considered the likelihood of recovery
of this balance due to the future economic outlook of OOL and the guarantee on
the loan.
Recognition of R&D tax credits (note 10)
R&D tax credits are recognised when reliable estimates of the future
benefits have been made and when it is reasonably certain that the tax credit
will be received. Management have considered the nature of the tax
claims, the limited history of successful tax claims and receipt thereof.
Management also do not recognise any tax credits before submissions have been
made to the relevant tax authority.
Significant accounting estimates and assumptions
Share-based payment transactions (note 24)
The group measures the cost of equity-settled transactions with directors and
others by reference to the fair value of the equity instruments at the date at
which they are granted. The fair value is determined using a Black- Scholes
valuation model for awards that are not subject to market-based performance
conditions.
These models require estimates for inputs such as share price volatility and
risk-free rate. The share-based payment arrangements are expensed on a
straight-line basis over the vesting period, based on the group's estimate of
shares that will eventually vest. At each reporting date, vesting assumptions
are reviewed to ensure they reflect current expectations and immediately
recognise any impact of the revision to original estimates.
If fully vested share options are not exercised and expire, then the
accumulated expense in respect of these is reclassified to accumulated losses.
4 Exceptional items
2025 2024
£ £
Expenditure
Investments (revaluated)/written off - (275,846)
5 Operating (loss)/profit
2025 2024
£ £
Operating loss for the year is stated after charging/(crediting):
Exchange losses/(gains) 203 6,353
Depreciation of property, plant and equipment 386 386
Share-based payments 212,863 67,179
6 Auditor's remuneration
Fees payable to the company's auditor and associates:
2025 2024
£ £
For audit services
Audit of the financial statements of the group and company 45,000 40,000
Audit of the financial statements of the company's subsidiaries 5,000 5,000
50,000 45,000
Fees payable to the company's auditor and associates for non-audit related
services for 2025: nil (2024: £nil).
7 Employees
The average monthly number of persons (including directors) employed by the
group during the year was:
2025 2024
Number Number
Directors 6 5
Employees 1 1
Total 7 6
Their aggregate remuneration comprised:
2025 2024
£ £
Wages and salaries 98,568 226,630
Share based payments 212,863 67,179
Social security costs (2,332) 18,196
Pension costs 1,321 2,091
310,420 314,096
The highest paid director received £5,000 (2024 - £37,854) during the period
with the company average remuneration of £13,530 (2023 - £35,101). For more
information on directors salaries and remuneration see directors remuneration
report.
8 Investment income
2025 2024
£ £
Interest income
HMRC interest rebate 12 1,979
Bank deposits 197 454
Interest on loans 25,000 -
9 Finance costs
2025 2024
£ £
Interest 47,931 29,937
10 Taxation
2025 2024
£ £
Current tax
Corporation tax on profits for the current period 326 826
The charge for the year can be reconciled to the (loss)/profit per the income
statement as follows:
2025 2024
£ £
Loss before taxation (722,147) (513,370)
Expected tax credit based on a corporation tax rate of 19.00% (2024: 19.00%) (137,208) (97,540)
Unutilised tax losses carried forward 137,534 98,366
Research and development tax credit - -
Taxation credit for the year 326 826
Estimated tax losses carried forward are £1,092,104 (2024: 867,283).
11 Earnings per share
2025 2024
Number of shares
Weighted average number of ordinary shares for basic earnings per share 401,329,568 385,520,000
2025 2024
£ £
Earnings
Continuing operations
Loss for the period from continued operations (722,474) (514,196)
2025 2024
Pence per share Pence per share
Basic and diluted earnings per share
From continuing operations (0.18) (0.13)
Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of shares outstanding
during the year.
12 Impairments
Impairment tests have been carried out where appropriate and the following
impairment losses have been recognised in profit or loss:
2025 2024
£ £
In respect of: Investments
Recognised in: Exceptional items - (275,846)
13 Intangible assets
HUI InEnTec
Pyrolysis PEM
Cost
At 1 January 2024 606,125 -
Additions - -
At 31 December 2024 606,125 -
Additions - 376,438
At 31 December 2025 606,125 376,438
Carrying amount
At 31 December 2025 606,125 376,438
At 31 December 2024 606,125 -
Note the HUI Pyrolysis intangible asset is not complete and further work is
required before they can be utilised for commercial application. See note 1.7
for further information on intangibles, assessments, NPV and recoverability.
14 Property, plant and equipment
Computers
£
Cost
At 1 January 2024 1,928
Disposals -
At 31 December 2024 1,928
Disposals -
At 31 December 2025 1,928
Accumulated depreciation and impairment
At 1 January 2024 510
Charge for the year 386
Eliminated on disposal
At 31 December 2024 896
Charge for the year 386
At 31 December 2025 1,282
Carrying amount
At 31 December 2025 646
At 31 December 2024 1,032
15 Investments
Current Non-current
2025 2024 2025 2024
£ £ £ £
At 1 January - - 459,744 183,898
Additions - - - -
Impairment - - - -
Revision of impairment - - - 275,846
- - 459,744 459,744
All impairments and revisions as noted in the table above relates to the
Trifol investment. For more detail please see the Chairman's Statement and
Audit Committee report.
Fair value of financial assets carried at amortised cost
Except as detailed below, the directors believe that the carrying amounts of
financial assets carried at amortised cost in the financial statements
approximate to their fair values.
16 Subsidiaries
Details of the company's subsidiaries at 31 December 2025 are as follows:
Name of undertaking Registered office Class of shares held Nominal value of shares held % Held Direct
HU2021 International Yarnwicke, 119-121 Cannon Ordinary £100 100.00
UK Ltd Street, London, EC4N 5AT, UK
Plastic Gold I.K.E THESSALONIKI Centre, Ordinary €2,000 100.00
65 Epmoy, 54623, Greece
HU Future B.V. Transportlaan 1, 6163CX Ordinary €100 100.00
Geleen, The Netherlands
The investments in subsidiaries are all stated at cost. Plastic Gold is a
wholly controlled subsidiary by way of its shareholders giving full control to
the directors of HUI PLC. The following subsidiaries are exempt from audit:
Plastic Gold I.K.E. and HU Future B.V. During the year the following
subsidiaries were shut down: Alister Future Technologies (AFT) Limited
(Ireland), Eranova Longford Ltd (Ireland) and Hydropolis United (Poland).
17 Trade and other receivables
2025 2024
£ £
VAT recoverable 4,337 11,449
Other receivables 900,841 1,077,348
Prepayments 19,207 14,148
924,385 1,102,945
See note 31 for further details on Ohrid loan as part of Other receivables.
18 Trade and other payables
2025 2024
£ £
Trade payables 33,281 100,803
Accruals 63,465 55,000
Other payables (257) 258
96,489 156,061
Trade payables and accruals principally comprise amounts outstanding for trade
purchases and ongoing costs. The average credit period taken for trade
purchases is 27 days. For most suppliers no interest is charged on amounts
payable for the first 30 days after the date of the invoice. Thereafter,
interest is charged at various rates. The company has financial risk
management policies in place to ensure that all payables are paid within the
pre-agreed credit terms.
The directors consider that the carrying amount of trade payables approximates
to their fair value.
19 Borrowings
2025 2024
£ £
Borrowings held at amortised cost:
Loans from shareholders falling due within 1 year 65,218 628,618
Loans from shareholders falling due after 1 year 660,871
Loans from directors 289,122 241,234
Bank overdrafts - 330
The shareholder loans are interest bearing at 5% at year end the additional
shareholder loan of €75,000 was repayable by December 2026, however, during
April 2026 the shareholders loans repayment date was extended to December
2028. The shareholder loans are convertible at 5p per convertible share. The
directors loans have
a repayment date on a rolling 18 month period. £199,755 are interest bearing
at 4.5% with the remaining
£89,367 being interest free.
20 Liquidity risk
The following table details the remaining contractual maturity for the group's
financial liabilities with agreed repayment periods. The contractual maturity
is based on the earliest date on which the group may be required to pay.
Less than 1 month
£
At 31 December 2024
Trade and other payables 147,060
At 31 December 2025
Trade and other payables 96,489
Liquidity risk management
Responsibility for liquidity risk management rests with the board of
directors, which has established an appropriate liquidity risk management
framework for the management of the company's funding and liquidity management
requirements. The company manages liquidity risk by maintaining adequate
reserves, banking facilities and reserve borrowing facilities, by continuously
monitoring forecast and actual cash flows, and by matching the maturity
profiles of financial assets and liabilities. In line with Note 18, the
Company always pay their suppliers within contractual terms and per the
cashflow and going concern note 1.4 the company has no liquidity issues as
current assets, out way current liabilities. With regards to shareholder and
director loans, see note 19 Borrowings for contractual obligations and
repayment terms on these loans.
21 Market risk
Market risk management
Foreign exchange risk
The carrying amounts of the group's foreign currency denominated monetary
assets and liabilities at the reporting date are as follows:
Assets Liabilities
2025 2024 2025 2024
£ £ £ £
Assets and liabilities in foreign currencies 31,119 14,360 - 7,474
Whilst the company takes steps to minimise its exposure to foreign exchange
risk, changes in foreign exchange rates will have an impact on profit or loss.
The main currencies in which the Group operates are the Pound Sterling, United
Stated Dollar, Polish Złoty and the Euro.
The group's principal foreign currency exposures arise from trading with
overseas companies. Group policy permits but does not demand that these
exposures may be hedged in order to fix the cost in sterling.
Interest rate risk
Whilst the company takes steps to minimise its exposure to cash flow interest
rate risk, changes in interest rates will have an impact on profit.
The group currently has minimal exposure to fair value interest rate risk due
to lack of borrowings through bank overdrafts and loans.
22 Credit Risk
Credit risk is the risk of financial loss to the Company if a counterparty
fails to meet its contractual obligations. As the Company is currently
pre-revenue, it does not have large exposure to credit risk arising from trade
receivables.
The Company's exposure to credit risk arises primarily from:
• Loans advanced to investee companies and project vehicles
• Amounts due from related parties, including directors
• Amounts due to related parties, including directors
• Cash and cash equivalents held with financial institutions
Measurement of Expected Credit Losses
The Company applies the general approach under IFRS 9 Financial Instruments to
measure expected credit losses on loan receivables and related party balances.
Under this approach:
• A 12-month expected credit loss is recognised on initial
recognition
• A lifetime expected credit loss is recognised where there
has been a significant increase in credit risk
In assessing whether credit risk has increased significantly, the Company
considers:
• The financial performance and funding position of investee
entities
• Progress against project milestones
• Changes in the economic environment
Given the early-stage nature of many investee companies, these loans are
inherently higher risk and may be subject to increased uncertainty in
recoverability.
Management have reviewed the recoverability and performed an ECL assessment of
the loan receivable balance owed from Ohrid Organics Limited (OOL) and
consider it fully recoverable.
Exposure to Credit Risk
The carrying amounts of financial assets represent the Company's maximum
exposure to credit risk at the reporting date:
2025 2024
£ £
Investment loans 883,319 1,051,319
Cash and cash equivalents 500,068 266,994
Total exposure 1,383,387 1,318,313
The Company does not have any material off-balance sheet credit exposures.
23 Retirement benefit schemes
2025 2024
£ £
Defined contribution schemes
Charge to profit or loss in respect of defined contribution schemes 1,321 2,091
The group operates a defined contribution retirement benefit scheme for all
qualifying employees. The assets of the scheme are held separately from those
of the group. The company contributes a specified percentage of payroll costs
to the retirement benefit scheme to fund the benefits. The only obligation of
the group with respect to the scheme is to make the specified contributions.
24 Share-based payments
The company has a share option scheme for some employees. Options are
exercisable at price equal to the average quoted market price of the company's
shares on the date of grant. The vesting period is one year.
If options remain unexercised after a period of ten years from the date of
grant the options expire. Options are forfeited if the employee leaves the
company before the options vest.
Number of share options Average exercise price
2025 2024 2025 2024
£ £
Outstanding at 1 January 15,801,557 15,156,396 1,551,350 1,526,350
Granted in the period 11,773,618 645,161 195,000 25,000
Revised in the period - - (318,674) -
Forfeited in the period - - - -
Outstanding at 31 December 27,575,175 15,801,557 1,427,676 1,551,350
Exercisable at 31 December 26,502,872 15,468,224 1,409,446 1,534,683
Options granted during the year
Options granted in the year are set out below. Fair value was measured using
Black Scholes.
2025 2024
Grant date
-
Weighted average fair value
-
Inputs for model:
- Weighted average share price
0.0144 0.098
- Weighted average exercise price
0.0166 0.099
- Expected volatility
119% 75%
- Expected life
1.12 1
- Risk free rate
1.725% 2.661%
- Expected dividends yields
- -
Options outstanding
The options outstanding at 31 December 2025 had an exercise price ranging from
£0.0165388 to £0.15, and a remaining contractual life of about 3.04 years.
During the period ended 31 December 2025, options were granted on 16 June 2025
to N Nuredini of 1,470,588 share options, with an exercise price of £0.017
vesting over 2 years. On 8 October 2025 1,515,152 share options were granted
to S Medlicott and P Formanko each with an exercise price of £0.0165 vesting
over 12 months.
On 8 October 2025 3,636,363 share options were granted to H White and A
Binkowska each with an exercise price of £0.0165 vesting over 12 months.
The weighted average fair value of the options on the measurement date was
£61,152. Fair value was measured using the Black-Scholes model.
Direct measurement
Expenses
Related to equity settled share based payments 212,863 67,179
25 Share capital
Ordinary share capital 2025 2024 2025 2024
Number Number £ £
Issued and fully paid
Ordinary shares of 0.1p each 432,635,274 385,520,000 432,635 385,520
26 Share premium account
2025 2024
£ £
At the beginning of the year 5,248,679 5,248,679
Issue of new shares 807,605 -
At the end of the year 6,056,284 5,248,679
27 Other reserves
Share based payments reserve
£
Balance at 31 December 2023
273,865
Other movements
67,179
Balance at 31 December 2024 341,044
Other movements
212,863
Balance at 31 December 2025 553,907
28 Provisions
The Directors are aware of the intercompany balances from companies within the
group that have no revenue. Therefore, a provision has been made in the
accounts of the company, refer to note 38 for more information.
29 Capital risk management
Objective: The group manages its capital to ensure that it will be able to
continue as a going concern whilst trying to build shareholder value and
benefits for other stakeholders. through the optimisation of the debt and
equity balance.
Policies: The capital structure of the group consists of debt and equity
comprising share capital, reserves and retained earnings. The group reviews
the capital structure annually and as part of this review considers that cost
of capital and the risks associated with each class of capital.
The group is not subject to any externally imposed capital requirements.
Process: Currently the group will fund much of its first plant from dividends
and management fees paid from its proposed investment in Ohrid Organics Ltd
and shareholder equity raised funds. However, going
forward the group has a high target gearing ratio as the group plan to raise
debt against each plant to leverage relatively cheap debt costs in the current
market.
30 Events after the reporting date
On 6 January 2026 HUI announced an MoU with Hydrogen Systems LLC, a KSA
hydrogen EPC and O&M company to continue our engagement in the region.
On 9 January 2026 a HUI KSA subsidiary was formed enabling roll out in KSA.
On 19 January 2026 the Company explained to the market how the technology
could be used to produce sustainable aviation fuel (SAF) and how the demand
for SAF is increasing rapidly not just in the MENA region but globally.
On 28 January 2026 the Company announced to the market another MoU in KSA this
time with SIRC, a huge leap forward towards an operational plant in the
region.
On 7 April 2026 the Company announced a LoI from Mithra Energy S.A. based in
Poland to use Powerhouse Energy Group Plc (PHE) DMG technology for waste to
energy facilities through HUI. On 13 April 2026 this was further developed
into a marketing agreement with PHE.
On 8 April 2026 an independent research note done on the company was published
showing the potential value of an InEnTec project and the potential upside in
share price.
On 23 April 2026 a non-binding MoU with RECYCLEE, a Saudi Arabia based waste
management and recycling platform was announced where they would establish a
supply of waste feedstock of unrecyclable plastics and tyres.
31 Related party transactions
2025 2024
£ £
Shareholder Loan (726,089) (628,618)
Ohrid Loan 883,319 1,051,319
As previously disclosed HUI approved the purchase of 49% of share capital of
Ohrid Organics Ltd and it's associated subsidiaries and holdings for an
initial loan of £500,000 which has a personal guarantee from
H White for the original loan amount plus interest. During 2024 HUI supported
Ohrid Organics with loans as detailed previously. On 13 October 2025 HUI
announced it had mutually agreed not to proceed with the acquisition of 49% of
Ohrid Organics.
Other transactions with related parties
During the year the group paid expenses of £6,000 (2024 - £551,319) for
Ohrid Organics Ltd (mutual director is H White). The following amounts were
outstanding at the reporting end date:
As at 31 December 2025 the group was owed £250 (2024 - £250) by Plastic
Power Limited (mutual director A Binkowska) and £403 (2024 - £403) by The
Plastic Neutrality Pledge (mutual director A Binkowska) and
£833,319 by Ohrid Organics Ltd (mutual director H White).
32 Controlling party
There is no controlling party of the group.
33 Cash (absorbed by)/generated from operations
2025 2024
£ £
Loss for the year before income tax (722,148) (513,370)
Adjustments for:
Other income - (100,000)
Finance costs 47,931 29,937
Investment income (25,209) (2,433)
Loss on disposal of property, plant and equipment - -
Depreciation and impairment of property, plant and equipment 386 386
Equity settled share based payment expense 212,863 67,179
(Revaluation)/Impairment of Intangibles - (275,846)
Movements in working capital:
(Increase)/decrease in trade and other receivables 10,560 55,671
Increase/(decrease) in trade and other payables 37,569 (41,655)
Cash (absorbed by)/generated from operations (438,048) (780,131)
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
2025 2024
Notes £ £
Non-current assets
Intangible assets 35 982,563 606,125
Property, plant and equipment 36 646 1,032
Investments 37 459,844 460,759
1,443,053 1,067,916
Current assets
Trade and other receivables 38 962,625 1,313,140
Cash and cash equivalents 493,624 248,426
1,456,249 1,561,566
Current liabilities
Trade and other payables 39 133,672 169,173
Borrowings 354,340 869,853
488,012 1,039,026
Net current assets 968,237 522,540
Non-current liabilities
Borrowings 660,871 -
660,871 -
Net assets 1,750,419 1,590,456
Equity
Called up share capital 44 432,635 385,520
Share premium account 6,056,284 5,248,679
Other reserves 553,907 341,044
Retained earnings (5,292,407) (4,384,787)
Total equity 1,750,419 1,590,456
As permitted by s408 Companies Act 2006, the company has not presented its own
income statement and related notes. The company's loss for the year was
£907,620 (2024 - £669,768 loss).
The notes form an integral part of these financial statements.
The financial statements were approved by the board of directors and
authorised for issue on 29 April 2026 and are signed on its behalf by:
Aleksandra Binkowska
Director
Company registration number 13421937 (England and Wales)
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Share premium account
Share capital £ Other reserves Retained earnings
£ £ £ Total
Notes £
Bought forward balance at 1 January 2024 385,520 5,248,679 273,865 (3,715,019) 2,193,045
Year ended 31 December 2024:
Loss and total comprehensive income for the year - - - (669,768) (669,768)
Other movements - - 67,179 - 67,179
Balance at 31 December 2024 385,520 5,248,679 341,044 (4,384,787) 1,590,456
Year ended 31 December 2025:
Loss and total comprehensive income for the year - - - (907,620) (907,620)
Other movements - - 212,863 - 212,863
Issue of share capital 44 47,115 807,605 - - 854,720
Balance at 31 December 2025 432,635 6,056,284 553,907 (5,292,407) 1,750,419
The notes form an integral part of these financial statements.
34 Accounting policies
Company information
Hydrogen Utopia International PLC is a public company limited by shares
incorporated in England and Wales. The registered office is C/O Laytons Llp,
Yarnwicke, 119/121 Cannon Street, London, EC4N 5AT. The company's principal
activities and nature of its operations are disclosed in the directors'
report.
34.1 Accounting convention
The financial statements have been prepared in accordance with Financial
Reporting Standard 101, 'Reduced Disclosure Framework' (FRS 101). The
financial statements have been prepared under the historical cost convention,
as modified and in accordance with the Companies Act 2006.
The Company has taken advantage of the following disclosure exemptions under
FRS 101:
• The requirements of IFRS 7 Financial Instruments: Disclosures;
• The requirements of IAS 1 Presentation of Financial Statements to
disclose information regarding the management of capital;
• The requirements of IAS 7 Statement of Cash Flows and related
notes;
• The requirements of IAS 24 Related Party Disclosures to
disclose key management personnel compensation and to disclose related party
transactions entered into between members of a group, provided that any
subsidiary which is a party to the transaction is wholly owned;
• Certain disclosures of IAS 36 Impairment of Assets relating
assumptions and valuation techniques used in impairment calculations;
• The requirements of IFRS 2 Share Based Payments to disclose
narrative information concerning share-based payment arrangements;
• The requirements of IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors in respect of the impact standards in issue
but not yet effective.
The financial statements are prepared in sterling, which is the functional
currency of the company. Monetary amounts in these financial statements are
rounded to the nearest £.
The company applies accounting policies consistent with those applied by the
group. To the extent that an accounting policy is relevant to both group and
parent company financial statements, please refer to the group financial
statements for disclosure of the relevant accounting policy.
34.2 Going concern
Refer to note 1.4 of the group financial statements.
34.3 Investments in subsidiaries
The Company's investment in its subsidiaries is carried at cost less provision
for any impairment. Investments denominated in foreign currency are recorded
using the rate of exchange at the date of acquisition. The carrying value is
tested for impairment when there is an indication that the value of the
investment might be impaired. When carrying out impairment tests these would
be based upon future cash flow forecasts and these forecasts would be based
upon management judgement.
A subsidiary is an entity controlled by the parent company. Control is the
power to govern the financial and operating policies of the entity so as to
obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in
which the group holds a long-term interest and has significant influence. The
group considers that it has significant influence where it has the power to
participate in the financial and operating decisions of the associate.
34.4 Financial assets
The parent company has made an irrevocable election to recognize changes in
fair value of investments in equity instruments through other comprehensive
income, not through profit or loss. A gain or loss from fair value changes
will be shown in other comprehensive income and will not be reclassified
subsequently to profit or loss.
35 Intangible assets
HUI InEnTec
Pyrolysis PEM
At 1 January 2025 606,125 -
Additions - 376,438
At 31 December 2025 606,125 376,438
36 Property, plant and equipment
Computers
£
Cost
At 1 January 2024 1,928
Additions -
At 31 December 2024 1,928
Additions -
At 31 December 2025 1,928
Accumulated depreciation and impairment
At 1 January 2024 510
Charge for the year 386
At 31 December 2024 896
Charge for the year 386
At 31 December 2025 1,282
Carrying amount
At 31 December 2025 646
At 31 December 2024 1,032
37 Investments
Current Non-current
2025 2024 2025 2024
£ £ £ £
At 1 January - - 460,760 184,914
Disposals - - (916) -
Revision of Impairment - - - 275,846
- - 459,844 460,760
Fair value of financial assets carried at amortised cost
The directors consider that the carrying amounts of financial assets carried
at amortised cost in the financial statements approximate to their fair
values.
Movements in non-current investments
Shares in subsidiaries Other investments Total
£ £ £
Cost or valuation
At 1 January 2025 1,016 459,744 460,760
Impairment
At 1 January 2025 - 34,429 34,429
Disposals (916) - (916)
Impairment losses - - -
At 31 December 2025 (916) - (916)
Carrying amount
At 31 December 2025 100 459,744 459,844
At 31 December 2024 1,016 459,744 460,760
38 Trade and other receivables
2025 2024
£ £
Trade receivables - -
VAT recoverable 580 5,254
Amounts owed by subsidiary undertakings 36,463 497,469
Provision for bad debts from subsidiary undertakings (8,289) (273,089)
Other receivables 914,943 1,068,590
Prepayments 18,928 14,916
962,625 1,313,140
39 Trade and other payables
2025 2024
£ £
Trade payables 33,280 93,659
Accruals 70,860 50,000
Amounts owed to subsidiary undertakings 29,532 25,258
Other payables - 257
133,672 169,174
40 Related party transactions
2025 2024
£ £
Shareholder Loan (726,089) (628,618)
Directors' loans (289,122) (241,234)
Ohrid Loan 883,319 1,051,319
41 Events after the reporting date
Refer to note 30 of the group financial statements.
42 Ultimate controlling party
Refer to note 32 of the group financial statements.
43 Share-based payments
The company information for share-based payments is the same as the group
information and is shown in note 24.
44 Share capital
Refer to note 25 of the group financial statements.
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