REG - Net Zero Infrastrctr - Interim Results
05/06/2025 15:15
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RNS Number : 6726L Net Zero Infrastructure PLC 05 June 2025
NET ZERO INFRASTRUCTURE PLC
INTERIM CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED
30 SEPTEMBER 2024
Net Zero Infrastructure Plc, a special purpose acquisition company formed with
the intention to acquire renewable or clean energy technology companies and to
finance, develop and promote those environmentally sound projects
internationally, announces its unaudited interim results for the six months
ended 30 September 2024.
Chairmans Statement
Since the Company's year-end in March 2024, the Board has continued to search
for suitable acquisition targets.
On 18 January 2024, the Company announced that it had signed a non-binding
letter of intent (LOI) with QuiaPEG Pharmaceuticals Holding AD (QuiaPEG)
pursuant to which the Company will be granted a licence to the IP of QuiaPEG
for a period of 12 months with an option to purchase the IP at the end of the
12 month period. During the period of the LOI, the Company and QuiaPEG engaged
in extensive discussions regarding the potential licence agreement and the
purchase option. Although the Company showed interest in continuing the
discussions, QuiaPEG decided not to extend the LOI. The Company does not
exclude entering into a new LOI with QuiaPEG, but it is now focused on other
opportunities.
The Board is therefore now actively considering another potential acquisition
opportunity in a different sector of the market, which would constitute a
reverse takeover under the Financial Conduct Authority's Listing Rules.
Non-binding heads of terms are being negotiated. However, as there is no
guarantee that these will be signed and given that the Company has very
limited cash resources available, the Board has requested that the Company's
shares remain suspended from trading on the London Stock Exchange for the time
being pending clarification of the potential acquisition, which could result
in the provision of additional capital.
The net liabilities of the Company at the period end, after costs incurred in
the potential transaction with QuiaPEG, are £168,319.
Financial Review
For the six months to 30 September 2024, the Company reports a net loss of
£84,558 (2023: net loss of £277,849). During the six months to 30 September
2024, the Company continued its strict financial discipline, incurring a net
operating cash inflow of £429 (2023: outflow of £298,110). The Company held
cash at 30(th) September 2024 of £26,278 (2023: £254,271).
Directors
The following Directors have held office during this period:
Michael Ellwood (Chairman)
Brian A Basham (NED)
Corporate Governance
The UK Corporate Governance Code (July 2018) ("the Code"), as appended to the
Listing Rules, sets out the Principles of Good Corporate Governance and Code
Provisions which are applicable to listed companies incorporated in the United
Kingdom. As a Standard Listed company, the Company is not subject to the Code,
but the Board recognises the value of applying the principles of the Code
where appropriate and proportionate and has endeavoured to do so where
practicable.
Statement of Directors' Responsibilities
Each of the directors of Net Zero Infrastructure plc confirms, to the best of
their knowledge, that:
• the condensed set of financial statements has been prepared in accordance with
IAS 34 Interim Financial Reporting as issued by the IASB and endorsed and
adopted by the EU
• the interim management report includes a fair review of the information
required by:
◦ DTR 4.2.7R of the Disclosure Guidance and Transparency Rules of the UK's
Financial Conduct Authority, being an indication of important events that have
occurred during the first six months of the financial year and their impact on
the condensed set of financial statements; and a description of the principal
risks and uncertainties for the remaining six months of the year
◦ DTR 4.2.8R of the Disclosure Guidance and Transparency Rules of the UK's
Financial Conduct Authority, being related party transactions that have taken
place in the first six months of the current financial year and that have
materially affected the financial position or performance of the group during
that period; and any changes in the related party transactions described in
the annual report for the year ended 31 March 2022 that could have a material
effect on the financial position or performance of the group in the first six
months of the current financial year
The interim report was approved by the Board of Directors.
Change of Registered Office Address
The Company also announces that its registered address has changed to
Eastcastle House, 27-28 Eastcastle Street, London, W1W 8DH with immediate
effect.
Michael Ellwood
Chairman
Net Zero Infrastructure plc
NET ZERO INFRASTRUCTURE PLC
Interim Statement of Comprehensive Income
For the six months ended 30 September 2024
Six months ended 30 September 2024 Six months ended 30 September 2023 Period
ended 31 March 2024
Unaudited Unaudited Audited
£ £ £
Turnover - - -
Administrative expenses (84,558) (277,749) (595,489)
Operating loss (84,558) (277,849) (595,489)
Finance costs - - -
Loss before taxation (84,558) (277,849) (595,489)
Taxation - - -
Loss for the period (84,558) (277,849) (595,489)
Earnings per share:
Basic and Diluted (pence) (0.14)p (0.46)p (0.98)p
NET ZERO INFRASTRUCTURE PLC
Interim Statement of Financial Position
As at 30 September 2024
At 30 September 2024 At 30 September 2023 At 31
March
2024
Unaudited Unaudited Audited
£ £ £
Current assets
Trade and other receivables 2,372 19,232 3,222
Cash and cash equivalents 26,278 254,271 26,707
28,650 273,503 29,929
Current liabilities
Trade and other payables (103,969) (39,624) (113,690)
Other loans (93,000) - -
(196,969) (39,624) (113,690)
Net current (liabilities)/assets (168,319) 233,879 (83,761)
Net (liabilities)/assets (168,319) 233,879 (83,761)
Equity
Called up share capital 607,000 607,000 607,000
Share premium account 848,400 848,400 848,400
Retained earnings (1,623,719) (1,221,521) (1.539,161)
Total equity (168,319) 233,879 (83,761)
NET ZERO INFRASTRUCTURE PLC
Interim Statement of Changes in Equity
For the six months ended 30 September 2024
Share capital Share premium account Retained earnings Total
£ £ £ £
Balance at 1 April 2023 607,000 848,400 (943,672) 511,728
Total comprehensive loss for the period - - (277,849) (277,849)
Balance at 30 September 2023 (unaudited) 607,000 848,400 (1,221,521) 233,879
Balance at 1 April 2023 607,000 848,400 (943,672) 511,728
Total comprehensive loss for the period - - (595,489) (595,489)
Balance at 31 March 2024 (audited) 607,000 848,400 (1,539,161) (83,761)
Balance at 1 April 2024 607,000 848,400 (1,539,161) (83,761)
Total comprehensive loss for the period - - (84,558) (84,558)
Balance at 30 September 2024 (unaudited) 607,000 848,400 (1,623,719) (168,319)
NET ZERO INFRASTRUCTURE PLC
Interim Statement of Cash Flows
For the six months ended 30 September 2024
Six months ended 30 September 2024 Six months ended 30 September 2023 Period
ended 31 March
2024
Unaudited Unaudited Audited
£ £ £
Profit/(loss) for the period after tax (84,558) (277,849) (595,489)
Adjustments for:
Movement in trade and other receivables (9,721) (14,101) 2,268
Movement in trade and other payables 850 (6,160) 67,547
Net cash flow from operating activities (93,429) (298,110) (525,674)
Financing activities:
Short term loan received 93,000 - -
Net decrease in cash and cash equivalents (429) (298,110) (525,674)
Cash and cash equivalents at beginning of period 26,707 552,381 552,381
Cash and cash equivalents at end of period 26,278 254,271 26,707
NET ZERO INFRASTRUCTURE PLC
Notes to the Interim Financial Statements
For the six months ended 30 September 2024
1. General Information
Net Zero Infrastructure PLC ("the company") is a public limited company
incorporated and domiciled in England and Wales. The company's registered
office is 1-2, Charterhouse Mews, London, EC1M 6BB.
2. Basis of preparation
The interim condensed financial statements are for the six months ended 30
September 2024 and have been prepared in accordance with IAS 24 Interim
Financial Reporting, International Accounting Standards for use in the United
Kingdom ("IFRS"), on a going concern basis and under the historical cost
convention.
The interim condensed financial statements do not comprise statutory accounts
within the meaning of section 434 of the Companies Act 2006. They do not
include all the information required of annual financial statements in
accordance with IFRS and should be read in conjunction with the financial
statements for the period ended 31 March 2023.
The condensed financial information for the year ended 31 March 2024 does not
constitute the company's statutory accounts for that year, but is derived from
those accounts, which have been delivered to the Registrar of Companies. The
auditors have reported on those accounts; their report was unqualified and did
not contain a statement under s498(2) or (3) of the Companies Act 2006. The
auditors report did, however, emphasise a material uncertainty relating to
going concern, but also concluded the directors' use of the going concern
basis is appropriate.
The interim financial information for the six months ended 30 September 2024
is unaudited. In the opinion of the directors, the interim financial
information presents fairly the financial position and results from operations
and cash flow for the period.
The directors have made an assessment of the company's ability to continue as
a going concern and are satisfied that the company has adequate resources to
continue in operational existence for the foreseeable future.
3. Accounting policies, critical estimates and judgements
The accounting policies, methods of computation, critical estimates and
judgements applied in the interim condensed financial statements are there
same as those applied in preparing the financial statements for the period
ended 31 March 2024.
The preparation of interim financial statements requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities and the
reported amounts of income and expenses during the reporting period. Although
these judgements, estimates and assumptions are based on management's best
knowledge of current events and actions, actual results may differ.
4. Earnings per share
Earnings per share are calculated by dividing the earnings attributable to the
equity holders of a company by the weighted average number of ordinary shares
in issue during the period. Diluted earnings per share are calculated by
adjusting basic earnings per share to assume the conversion of all dilutive
potential ordinary shares. There are no dilutive instruments in issue,
therefore the basic loss per share and diluted loss per share are the same.
Six months ended 30 September 2024 Six months ended 30 September 2023 Period ended 31 March 2024
Unaudited Unaudited Audited
Weighted average number of ordinary shares (basic and diluted) 60,700,000 60,700,000 60,700,000
Loss for the period attributable to equity holders £(84,558) £(277,849) £(595,489)
Loss per share - basic and diluted (pence per share) (0.14)p (0.46)p (0.98)p
5. Share capital
Ordinary shares of 1p each, issued called up and fully paid:
Number £
At 30 September 2023 60,700,000 607,000
Issued in the period - -
At 31 March 2024 60,700,000 607,000
Issued in the period - -
At 30 September 2024 60,700,000 607,000
6. Post balance sheet events
There have been no material interim post balance sheet events
7. Related party disclosures
Remuneration of directors and key management personnel:
The remuneration of the directors during the six month period to 30 September
2024 amounted to £Nil (period ended 30 September 2023: £Nil).
Shareholdings in the company:
Shares
Michael Ellwood 1,250,000
Brian Basham 1,000,000
8. Ultimate controlling party
At 30 September 2024, there was no ultimate controlling party.
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