REG-Net Zero Infrastructure Plc: Interim Results to 30 September 2022
18/01/2023 10:00
NET ZERO INFRASTRUCTURE PLC
INTERIM CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED
30 SEPTEMEBR 2022
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 2022.
Chairmans Statement
Since the Company’s year-end in March 2022, the Board continued to search
for suitable acquisition targets.
On 19 May 2022, the Company announced that it had signed a heads of agreement
with Taylor Construction Plant Limited (“TCP”) to acquire the entire
issued share capital of TCPL. On 18 November 2022, the Company confirmed that
it had reluctantly withdrawn from talks to acquire Taylor Construction Plant
Limited. Due to market conditions, the Directors of NZI believed that they
could not raise the funds required to complete this transaction. As a
result, they concluded that it was in the best interests of its shareholders
and those of TCP to cease talks with TCP.
The net assets of the Company, after costs for the aborted transaction are
£879,679.
The Board still aims to effect a transaction in the renewable or clean energy
technology sector, in line with its existing acquisition strategy, in the
2023.
Financial Review
For the six months to 30 September 2022, the Company reports a net loss of
£285,605 (2021: net loss of £173,915). During the six months to 30 September
2022, the Company continued its strict financial discipline, incurring a net
operating cash outflow of £307,879 (2021: inflow of £66,800). The Company
held cash at 30(th) September 2022 of £888,038 (2021: £66,800).
Directors
The following Directors have held office during this period
Michael Ellwood (Chairman)
Brian A Basham (NED)
Alejandro Ciruelos (NED)
Lord James Wharton (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 fina2ncial 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
18 January 2023
NET ZERO INFRASTRUCTURE PLC
Interim Statement of Comprehensive Income
For the six months ended 30 September 2022
Six months ended 30 September 2022 Six months ended 30 September 2021 Period ended 31 March 2022
Unaudited Unaudited Audited
£ £ £
Turnover - - -
Administrative expenses (285,605) (173,915) (290,116)
Operating loss (285,605) (173,915) (290,116)
Taxation - - -
Loss for the period (285,605) (173,915) (290,116)
Earnings per share:
Basic and Diluted (pence) (0.47)p (1.58)p (0.79)p
NET ZERO INFRASTRUCTURE PLC
Interim Statement of Financial Position
As at 30 September 2022
At 30 September 2022 At 30 September 2021 At 31 March 2022
Unaudited Unaudited Audited
£ £ £
Current assets
Trade and other receivables 34,680 1,407,470 14,295
Cash and cash equivalents 888,038 66,800 1,195,917
922,718 1,474,270 1,210,212
Current liabilities
Trade and other payables (42,999) (192,785) (44,928)
Net current assets 879,719 1,281,485 1,165,284
Net assets 879,719 1,281,485 1,165,284
Equity:
Called up share capital 607,000 607,000 607,000
Share premium account 848,400 848,400 848,400
Retained earnings (575,721) (173,915) (290,116)
Total equity 879,679 1,281,485 1,165,284
NET ZERO INFRASTRUCTURE PLC
Interim Statement of Changes in Equity
For the six months ended 30 September 2022
Share capital Share premium account Retained earnings Total
£ £ £ £
Balance at 1 March 2021 - - - -
Total comprehensive loss for the period - - (173,915) (173,915)
Issue of share capital 607,000 848,400 - 1,455,400
Balance at 30 September 2021 ( unaudited ) 607,000 848,400 (173,915) 1,281,485
Balance at 1 March 2021 - - - -
Total comprehensive loss for the period - - (290,116) (290,116)
Issue of share capital 607,000 848,400 - 1,455,400
Balance at 31 March 2022 ( audited ) 607,000 848,400 (290,116) 1,165,284
Balance at 1 April 2022 607,000 848,400 (290,116) 1,165,284
Total comprehensive loss for the period - - (285,605) (285,605)
Balance at 30 September 2022 ( unaudited ) 607,000 848,400 (575,721) 879,679
NET ZERO INFRASTRUCTURE PLC
Interim Statement of Cash Flows
For the six months ended 30 September 2022
Six months ended 30 September 2022 Six months ended 30 September 2021 Period ended 31 March 2022
Unaudited Unaudited Audited
£ £ £
Profit/(loss) for the period after tax (285,605) (173,915) (290,116)
Adjustments for:
Movement in trade and other receivables (20,345) (1,407,470) (2,250)
Movement in trade and other payables (1,929) 192,785 32,883
Net cash flow from operating activities (307,879) (1,388,600) (259,483)
Financing activities:
Proceeds from issue of shares - 1,607,000 1,607,000
Share issue costs - (151,600) (151,600)
Net cash generated from financing activities - 1,455,400 1,455,400
(Decrease)/increase in cash and cash equivalents (307,879) 66,800 1,195,917
Cash and cash equivalents at beginning of period 1,195,917 - -
Cash and cash equivalents at end of period 888,038 66,800 1,195,917
NET ZERO INFRASTRUCTURE PLC
Notes to the Interim Financial Statements
For the six months ended 30 September 2022
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 2022 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 2022.
The condensed financial information for the year ended 31 March 2022 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,
did not draw attention to any matters by way of emphasis and did not contain a
statement under s498(2) or (3) of the Companies Act 2006.
The interim financial information for the six months ended 30 September 2022
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 2022.
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 2022 Six months ended 30 September 2021 Period ended 31 March 2022
Unaudited Unaudited Audited
Weighted average number of ordinary shares (basic and diluted) 60,700,000 11,003,737 36,688,208
Loss for the period attributable to equity holders £(285,605) £(173,915) £(290,116)
Loss per share - basic and diluted (pence per share) (0.47)p (1.58)p (0.79)p
5. Share capital
Ordinary shares of 1p each, issued called up and fully paid:
Number £
At 30 September 2021 60,700,000 607,000
Issued in the period - -
At 31 March 2022 60,700,000 607,000
Issued in the period - -
At 30 September 2022 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
2022 amounted to £28,000 (period ended 30 September 2021: £1,000).
Shareholdings in the company:
Shares
Michael Ellwood 1,249,100
Brian Basham 1,000,000
8. Ultimate controlling party
At 30 September 2022, there was no ultimate controlling party.
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