REG - Net Zero Infrastrctr - Interim Results
16/04/2026 07:00
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RNS Number : 6327A Net Zero Infrastructure PLC 16 April 2026
NET ZERO INFRASTRUCTURE PLC
INTERIM CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED
30 SEPTEMEBR 2025
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, is pleased to announce its unaudited interim results for the
six months ended 30 September 2025.
Chairmans Statement
The company previously reported potential acquisitions of LINE Hydrogen
(Australia) Pty Ltd and QuiaPEG Pharmaceuticals Holding AD which both did not
complete following challenging fundraising operations.
The Board is now actively considering another potential acquisition
opportunity Westura Energy NL. Westura is a Western Australia based mining
exploration company focused on the identification and development of
high-quality mineral deposits in Tier 1 jurisdictions. Westura has an
experienced management and technical team that have a track record of success
in mineral exploration and development across multiple mineral commodities and
jurisdictions.
This proposed acquisition is subject to the completion of due diligence,
documentation and compliance with all regulatory requirements, including the
Listing and Prospectus Rules and, as required, the Takeover Code.
Convertible Loan Notes
On 12 January 2026 the Company entered into a secured investment agreement
with Westura Energy Mining NL ("Westura"), Leonora Gold PTY Ltd ("Leonora"),
Auric Nominees PTY Ltd ("Auric") and Riverfort Global Opportunities PCC Ltd
("Riverfort"). Under the terms of the agreement, conditional on the
Westmarket Loan (as defined below) Riverfort agrees to invest £200,000 (less
costs) to Westura, Leanora and Auric and, following completion of the
Company's proposed admission to AIM ("Admission") the Company, for working
capital costs in connection with Admission.
For a period of 12 months from the date of the agreement, further advances may
be agreed by the parties from time time (together the "Advances" and
individually an "Advance"). On Admission the Company becomes liable with
Westura, Auric and Leonora for all obligations and liabilities owed to
Riverfort under the agreement. Each Advance is repayable in cash within 12
months of its drawdown date.
If Admission occurs within 12 months of the date of the agreement, Riverfort
may elect to convert all or part of the Advances into ordinary shares in the
Company at the placing price on Admission. Within 12 months of the agreement
or otherwise on Admission Riverfort will receive a warrant equal to the amount
of the Advances, exerciseable for a 48 month period at the placing price on
Admission (subject to downward revision if a lower priced equity raise takes
place during the same period). No interest is charged on the Advances save
at three per cent. in the event of a default. The Advances are secured over
Westura, Auric and Leonora's assets and, on Admission the Company will grant
Riverfort a first-ranking fixed and floating charge over all the Company's
assets, business and undertakings.
On 14 January 2026 the Company entered in a convertible loan note instrument
with, amongst others, Westmarket Capital Ltd ("Westmarket"). Under the terms
of the instrument, Westmarket agree to loan the Company up to £150,000
("Westmarket Loan") for the purposes of funding the Company's working capital
requirements. The Westmarket Loan and interest thereon is repayable in cash at
any time prior to 14 January 2028, unless otherwise converted on completion
of a proposed acquisition (by way of reverse takeover) and re-admission of the
Company to trading ("RTO"). The Westmarket Loan will incur interest at the
rate of 6 per cent. per annum and convert at a 25% discount to the listing
price on a successful RTO.
Financial Review
For the six months to 30 September 2025, the Company reports a net loss of
£38,831 (2024: net loss of £84,558. During the six months to 30 September
2025, the Company continued its strict financial discipline, incurring a net
operating cash outflow of £6,959 (2024: outflow of £429). The Company held
cash at 30 September 2025 of £13,039 (2024: £26,278).
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.
Michael Ellwood
Chairman
Net Zero Infrastructure plc
16 March 2026
NET ZERO INFRASTRUCTURE PLC
Interim Statement of Comprehensive Income
For the six months ended 30 September 2025
Six months ended 30 September 2025 Six months ended 30 September 2024 Period
ended 31 March 2025
Unaudited Unaudited Audited
£ £ £
Other operating income - - 93,000
Administrative expenses (38,831) (84,558) (102,797)
Operating loss (38,831) (84,558) (9,797)
Finance costs - - -
Loss before taxation (38,831) (84,558) (9,797)
Taxation - - -
Loss for the period (38,831) (84,558) (9,797)
Earnings per share:
Basic and Diluted (pence) (0.06)p (0.14)p (0.02)p
NET ZERO INFRASTRUCTURE PLC
Interim Statement of Financial Position
As at 30 September 2025
At 30 September 2025 At 30 September 2024 At 31
March
2025
Restated
Unaudited Unaudited Audited
£ £ £
Current assets
Trade and other receivables 3,978 2,372 5,170
Cash and cash equivalents 13,039 26,278 19,998
17,017 28,650 25,168
Current liabilities
Trade and other payables (182,685) (137,248) (152,005)
Other loans (93,000) -
(182,685) (230,248) (152,005)
Net current (liabilities)/assets (165,668) (168,319) (126,837)
Net (liabilities)/assets (165,668) (201,598) (126,837)
Equity
Called up share capital 607,000 607,000 607,000
Share premium account 848,400 848,400 848,400
Retained earnings (1,621,068) (1,656,998) (1.582,237)
Total equity (165,668) (201,598) (126,837)
NET ZERO INFRASTRUCTURE PLC
Interim Statement of Changes in Equity
For the six months ended 30 September 2025
Share capital Share premium account Retained earnings Total
£ £ £ £
Balance at 1 April 2024 - restated 607,000 848,400 (1,572,440) (117,040)
Total comprehensive loss for the period - - (84,558) (84,558)
Balance at 30 September 2024 (unaudited) 607,000 848,400 (1,656,998) (201,598)
Balance at 1 April 2024 - restated 607,000 848,400 (1,572,440) (117,040)
Total comprehensive loss for the period - - (9,797) (9,797)
Balance at 31 March 2025 (audited) 607,000 848,400 (1,582,237) (126,837)
Balance at 1 April 2025 607,000 848,400 (1,582,237) (126,837)
Total comprehensive loss for the period - - (38,831) (38,831)
Balance at 30 September 2025 (unaudited) 607,000 848,400 (1,621,068) (165,668)
NET ZERO INFRASTRUCTURE PLC
Interim Statement of Cash Flows
For the six months ended 30 September 2025
Six months ended 30 September 2025 Six months ended 30 September 2024 Period
ended 31 March
2025
Unaudited Unaudited Audited
£ £ £
Profit/(loss) for the period after tax (38,831) (84,558) (9,797)
Adjustments for:
Movement in trade and other receivables 1,192 (9,721) (1,948)
Movement in trade and other payables 30,680 850 5,036
Net cash flow from operating activities (6,959) (93,429) (6,709)
Financing activities:
Short term loan received 93,000 -
Net decrease in cash and cash equivalents (6,959) (429) (6,709)
Cash and cash equivalents at beginning of period 19,998 26,707 26,707
Cash and cash equivalents at end of period 13,039 26,278 19,998
NET ZERO INFRASTRUCTURE PLC
Notes to the Interim Financial Statements
For the six months ended 30 September 2025
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 2025 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 2025.
The condensed financial information for the year ended 31 March 2025 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 2025
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 2025.
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 2025 Six months ended 30 September 2024 Period ended 31 March 2025
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 £(38,831) £(84,558) £(9,797)
Loss per share - basic and diluted (pence per share) (0.06)p (0.14)p (0.02)p
5. Share capital
Ordinary shares of 1p each, issued called up and fully paid:
Number £
At 30 September 2024 60,700,000 607,000
Issued in the period - -
At 31 March 2025 60,700,000 607,000
Issued in the period - -
At 30 September 2025 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
2025 amounted to £Nil (period ended 30 September 2024: £Nil).
Shareholdings in the company:
Shares
Michael Ellwood 1,250,000
Brian Basham 1,000,000
8. Ultimate controlling party
At 30 September 2025, there was no ultimate controlling party.
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