NET ZERO INFRASTRUCTURE PLC

Annual Report • Sep 22, 2023

 Untitled document

C

o

mpan

y registr

a

tio

n

numb

er 13236308 (

En

gl

and

and

Wa

les)

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

ANNUA

LREPORT

AND

F

I

NAN

C

I

A

L

S

T

A

TEME

N

T

S

FOR

THE

Y

E

A

R

E

ND

E

D 31

M

A

RCH

2023

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

COMP

ANY

I

N

FORM

A

T

I

O

N

Directors

Brian A Basham

Michael Ellwood

Secret

a

ry

MSP Corporate Services Limited

C

o

mpan

y

numb

er

13236308

R

egistere

d

office

1-2 Charterhouse Mews

London

EC1M 6BB

A

ud

itor

Anstey Bond LLP

Statutory Auditors &

Chartered Accountants

1-2 Charterhouse Mews

London

EC1M 6BB

B

ank

ers

Santander UK plc

2 Triton Square

Regent’s Place

London

United Kingdom

NWI 3AN

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

CO

N

TE

N

T

S

Pa

ge

Chairman’s statement and key personnel1

Strategic report2 - 4

Directors’ report5 - 8

Directors’ responsibilities statement9

Corporate governance statement10

Independent auditor’s report11 - 14

Statement of comprehensive income15

Statement of financial position16

Statement of changes in equity17

Statement of cash flows18

Notes to the financial statements19 - 26

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

CH

A

I

RM

AN’S S

T

A

TEME

N

T

AND

KE

Y

PER

S

O

NN

EL

FOR

THE

Y

E

A

R

E

ND

E

D 31

M

A

RCH

2023

-

1

-

I have pleasure in presenting the annual report and financial statements for the year ended 31 March 2023.

Net Zero Infrastructure PLC (the “Company”) was formed as a special purpose acquisition company with the intention to

acquire renewable or clean energy technology companies (an “Acquisition”) and to finance, develop and promote those

environmentally sound projects internationally. Any Acquisition is expected to constitute a reverse takeover transaction and

consideration for the Acquisition may be in part or in whole in the form of share-based consideration or funded from the

Company’s existing cash resources or the raising of additional funds.

The business environment has changed significantly since the Company’s listing in September 2021. There are significant

inflationary pressures evident in the global economy and the steady rise in interest rates to 5.25% over the past 12 months show little

sign of easing. Whilst there are indicators that inflation is slowing in the UK, CPI inflation remains well above the 2% target and

as such a continued restrictive Bank Rate is likely to persist.

In the Company’s chosen sphere of interest, renewable or clean energy, the structural changes identified in our Admission

Document continue to develop creating opportunities in the sectors in which the company is searching.

The challenge for the Directors is to find a suitable acquisition upon which to base the Company’s future and to raise the

appropriate funding in challenging equity markets. The proposed acquisition of LINE Hydrogen (Australia) Pty Ltd represents an

exciting opportunity and one the Directors are keen to conclude subject to the conditions outlined in the Strategic Report.

K

ey

P

erso

nn

el

M

I

CH

A

EL

ELLWOO

D - c

ha

ir

man

Michael is an experienced corporate banker having previously been Managing Director of RBS Structured Finance. Most

recently, as Head of Corporate and Commercial Banking at Santander U.K. Ltd in London, he assisted in establishing Santander in

the U.K. corporate banking market, with a significant presence in the renewable and infrastructure sector.

He sat on both the U.K. Executive Committee and the Global Coverage Board for the Investment Bank and was also a senior

member of the U.K. Credit Committee.

Michael now has a portfolio of non-executive roles across a variety of sectors.

B

R

I

AN BAS

H

A

M

-

n

o

n

-exec

u

tive

d

irector

Brian Basham is a former investigative journalist, Mergers & Acquisitions communications specialist and entrepreneur. He

started his career in journalism with City Press, then moved to the Daily Mail, the Daily Telegraph and The Times. After a brief spell

as a fund manager, he moved into public relations, joining John Addey Associates.

Brian has been a founding member of a number of companies, including Broad Street Group, Primrose Care, Equity

Development and ArchOver. He has also advised the chairmen and chief executives of many large companies and

organisations, including British Airways, Hanson, BAE Systems, Tesco, Guinness, Safeway, Wimpy, Saatchi and Saatchi, Age

Concern and the British Association of Pension Funds.

A

LE

JAND

RO

C

I

R

U

ELO

S AND

LOR

D JA

ME

S

WH

A

RTO

N

Alejandro Ciruelos and Lord James Wharton have both resigned since the end of the year in order to focus on other interests.

The Board wishes to record its appreciation for their contribution to the company during the time of their appointment.

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121

Michael Ellwood

Cha

ir

man

11 September 2023

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

S

TR

A

TEG

I

C

REPORT

FOR

THE

Y

E

A

R

E

ND

E

D 31

M

A

RCH

2023

-

2

-

The directors present the strategic report for the year ended 31 March 2023.

Fa

ir review of t

h

e

bu

si

n

ess

The company is 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.

In September 2021, the company successfully admitted its Ordinary shares to the Official List (by way of a Standard Listing

under Chapter 14 of the Listing Rules) and to trading on the Main Market of the London Sock Exchange). In conjunction with this,

the company placed 50,000,000 ordinary shares raising gross proceeds of £1,500,000 before expenses.

The company previously reported a potential acquisition of Taylor Construction Plant Limited and Solar Highways Limited,

however this transaction was not completed. The company has evaluated further potential acquisition opportunities and in June

2023, the company signed a non-binding letter of intent (“LOI”) to acquire the entire issued share capital of LINE Hydrogen

(Australia) Pty Ltd, an Australian-based hydrogen production company. This acquisition, if completed, along with an associated

proposed placing of shares by the company, would result in the shareholders of LINE Hydrogen (Australia) Pty Ltd having a

majority interest in the enlarged group, and hence will constitute a Reverse Takeover under the Listing Rules.

LINE Hydrogen (Australia) Pty Ltd specialises in the production, distribution and storage of hydrogen for various applications,

offering innovative solutions that contribute to a sustainable and decarbonised future.

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.

P

ri

n

ci

pa

l ris

k

s

and

un

cert

a

i

n

ties

The principal risks currently faced by the Company relate to:

A

cqui

r

ing

L

ess th

a

n Cont

r

olling Inte

r

ests

The Company may acquire either less than whole voting control of, or less than a controlling equity interest in, a target, which

may limit the Company’s operational strategies and reduce its ability to enhance Shareholder value.

In

a

bilit

y

to

F

und Ope

r

a

tions

P

ost-

A

cquisition

The Company may be unable to fund the operations post acquisition of the target business if it does not obtain additional

funding, however, the Company will ensure that appropriate funding measures are taken to ensure minimum commitments are

met.

T

he Co

m

p

a

n

y

’s

R

el

a

tionship

w

ith the Di

r

ecto

r

s

a

nd Con

f

licts o

f

Inte

r

est

The Company is dependent on the Directors to identify potential acquisition opportunities and to execute an acquisition.

The Directors are not obliged to commit their whole time to the Company’s business; they will allocate a portion of their time to

other businesses which may lead to the potential for conflicts of interest in their determination as to how much time to assign to the

Company’s affairs.

S

uit

a

ble

A

cquisition Oppo

r

tunities

m

a

y

not be Identi

f

ied o

r

Co

m

pleted

The Company’s business strategy is dependent on the ability of the Directors to identify sufficient suitable acquisition

opportunities. If the Directors do not identify a suitable acquisition target, the Company may not be able to fulfil its objectives.

Furthermore, if the Directors do identify a suitable target, the Company may not acquire it at a suitable price or at all. In

addition, if an acquisition is identified and subsequently aborted the Company may be left with substantial transaction costs.

R

is

k

s Inhe

r

ent in

a

n

A

cquisition

Although the Company and the Directors will evaluate the risks inherent in a particular target, they cannot offer any further

assurance that all of the significant risk factors can be identified or properly assessed. Furthermore, no assurance can be made that

an investment in Ordinary Shares in the Company will ultimately prove to be more favourable to investors then a direct

investment, if such an opportunity were available, in a target business.

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

S

TR

A

TEG

I

C

REPORT

(

CO

N

T

I

NU

E

D)

FOR

THE

Y

E

A

R

E

ND

E

D 31

M

A

RCH

2023

-

3

-

R

eli

a

nce on E

x

te

r

n

a

l

A

d

v

iso

r

s

The Directors expect to rely on external advisors to help identify and assess potential acquisitions and there is a risk that

suitable advisors cannot be placed under contract or that such advisors that are contracted fail to perform as required.

Fa

ilu

r

e to Obt

a

in

A

ddition

a

l

F

in

a

ncing to Co

m

plete

a

n

A

cquisition o

r

F

und

a

T

a

r

get’s Ope

r

a

tions

There is no guarantee that the Company will be able to obtain any additional financing needed to either complete an acquisition or

to implement its plans post acquisition or, if available, to obtain such financing on terms attractive to the Company. In that event,

the Company may be compelled to restructure or abandon the acquisition or proceed with the acquisition on less favourable

terms, which may reduce the Company’s return on the investment. The failure to secure additional financing on acceptable

terms could have a material adverse effect on the continued development or growth of the Company and the acquired

business.

R

eli

a

nce on Inco

m

e

f

r

o

m

the

A

cqui

r

ed

A

cti

v

ities

Following an acquisition, the Company may be dependent on the income generated by the acquired business or from the

subsequent divestment of the acquired business to meet the Company’s expenses. If the acquired business is unable to provide the

sufficient funds to the Company, the Company may be unable to pay its expenses or make distributions and dividends on the

Ordinary Shares.

R

est

r

ictions in O

ff

e

r

ing O

r

din

a

r

y

S

h

a

r

es

a

s Conside

r

a

tion

f

o

r

a

n

A

cquisition o

r

R

equi

r

e

m

ents to

P

r

o

v

ide

A

lte

r

n

a

ti

v

e

Conside

r

a

tion.

In certain jurisdictions, there may be legal, regulatory, or practical restrictions on the Company using its Ordinary Shares as

consideration for an acquisition or which may mean that the Company is required to provide alternative forms of consideration.

Such restrictions may limit the Company’s acquisition opportunities or make a certain acquisition more costly, which may have an

adverse effect on the results of operations of the Company.

G

oi

n

g co

n

cer

n

The Directors have prepared these financial statements on the going concern basis. The company holds sufficient cash reserves to

carry on operations for the next twelve months, however, there remains uncertainty as to whether the company could continue

operations if the planned acquisition of LINE Hydrogen Pty Ltd was to be unsuccessful. The directors are confident that the

acquisition will be successful and therefore consider it appropriate to adopt the going concern basis of accounting in these

financial statements.

K

ey

p

erfor

man

ce i

nd

ic

a

tors

Appropriate key performance indicators will be identified in due course as the business strategy is implemented following a

successful acquisition. Given the current nature of the Company’s business, the Directors are of the opinion that the primary

performance indicator is the completion of an acquisition.

G

e

nd

er

ana

lysis

A split of our employees and directors by gender and average number during the year is shown below:

MaleFemale

Directors4nil

St

a

te

m

e

n

t

b

y t

h

e

d

irectors i

n

a

ccor

dan

ce wit

h

Sectio

n

172 (1) of t

h

e

C

o

mpan

ies Act

The directors believe they have acted in the way most likely to promote the success of the Company for the benefit of its

members as a whole, as required by s172 of the Companies Act 2006.

The requirements of s172 are for the directors to:

Ÿ consider the likely consequences of any decision in the long term;

Ÿ act fairly between the members of the company;

Ÿ maintain a reputation for high standards of business conduct;

Ÿ consider the interests of the company’s employees;

Ÿ foster the company’s relationships with suppliers, customers and others; and

Ÿ consider the impact of the company’s operations on the community and the environment.

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

S

TR

A

TEG

I

C

REPORT

(

CO

N

T

I

NU

E

D)

FOR

THE

Y

E

A

R

E

ND

E

D 31

M

A

RCH

2023

-

4

-

The main decision made by the directors during the period was to use some or all of the net proceeds raised in issuing shares to

acquire a company, business, project or asset in the renewable or clean energy sector.

The company is in its early stage and only has one employee apart from the board of directors. Otherwise, the company only has

professional advisors, a limited number of suppliers, no customers or others who require consideration by the directors and there

are no activities that could impact the community or environment. The directors acknowledge that the company will seek to

maintain a reputation for high standards of business conduct in its dealings with individual stakeholders.

On behalf of the board

11 September 2023

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121

Michael Ellwood

Director

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

D

I

RECTOR

S’

REPORT

FOR

THE

Y

E

A

R

E

ND

E

D 31

M

A

RCH

2023

-

5

-

The directors present their annual report and financial statements for the year ended 31 March 2023.

The corporate governance statement set out on page 10 forms part of this report.

P

ri

n

ci

pa

l

a

ctivities

The company was incorporated on 1 March 2021 in England Wales as a private company and it reregistered as a public

company on 28 July 2021. Subsequently, on 15 September 2021, the company was listed on the Official List of the London

Stock Exchange, pursuant to Chapter 14 of the Listing Rules (which sets out the requirements for Standard Listings). The

principal activity of the company during the period was that of identifying potential companies, businesses or assets for

acquisition.

R

es

u

lts

and

d

ivi

d

e

nd

s

The results for the year are set out on page 15.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

(Resigned 1 June 2023)

Brian A Basham

Alejandro Ciruelos

Michael Ellwood

Lord James Wharton

(Resigned 12 April 2023)

Brian A Basham

Alejandro Ciruelos

Michael Ellwood

Lord James Wharton

Directors’ i

n

terests

The directors’ interests in the shares of the company were as stated below:

O

r

d

i

na

ry s

ha

res of 1

p

e

a

c

h

31

Ma

rc

h

2023

1,000,000

-1,250,000

-

R

e

mun

er

a

tio

n

co

mm

ittee

There is no separate Remuneration Committee at present, instead all remuneration matters are considered by the Board as a

whole. It meets when required to consider all aspects of directors’and staff remuneration, share options and service contracts.

No

m

i

na

tio

n

s co

mm

ittee

A nominations committee has not yet been established.

I

n

ter

na

l fi

nan

ci

a

l co

n

trol

Financial controls have been established to provide safeguards against unauthorised use or disposition of the assets, to maintain

proper accounting records and to provide reliable financial information for internal use. Key financial controls include:

• the maintenance of proper records;

• a schedule of matters reserved for the approval of the Board;

• evaluation, approval procedures and risk assessment for acquisitions; and

• close involvement of the Directors in the day-to-day operational matters of the Company.

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

D

I

RECTOR

S’

REPORT

(

CO

N

T

I

NU

E

D)

FOR

THE

Y

E

A

R

E

ND

E

D 31

M

A

RCH

2023

-

6

-

S

ha

re

h

ol

d

er

C

o

mmun

ic

a

tio

n

s

The Company uses its corporate website (http://www.nziplc.com) to ensure that the latest announcements, press releases and

published financial information are available to all shareholders and other interested parties.

The AGM is used to communicate with both institutional shareholders and private investors and all shareholders are encouraged to

participate. Separate resolutions are proposed on each issue so that they can be given proper consideration and there is a

resolution to approve the Annual Report and Accounts. The Company counts all proxy votes and will indicate the level of

proxies lodged on each resolution after it has been dealt with by a show of hands.

Directors’

R

e

mun

er

a

tio

n

R

e

p

ort

Rem

un

e

r

a

tio

n

P

olicies (

unau

dited)

The remuneration policy of the Company in effect from 15 September 2021 was that:

Ÿ Michael Ellwood was entitled to a salary not in excess of £24,000 per annum from the date of Admission until the

completion of an acquisition

Ÿ Brian Basham was entitled to a salary not in excess of £12,000 per annum from the date of Admission until the

completion of an acquisition

Ÿ Alejandro Ciruelos was entitled to a salary not in excess of £12,000 per annum from the date of Admission

Ÿ James Wharton was entitled to a salary not in excess of £12,000 per annum from the date of Admission

It is intended that these policies will be continued for the next and subsequent years subject to any acquisition. At the

forthcoming AGM shareholders will be asked to vote on the remuneration policy of the Company, as per previous AGM. The date

of Admission was 15 September 2021.

At such time upon completion of an acquisition, a remuneration committee may be appointed to reassess an appropriate level of

Directors’ remuneration and it is envisaged that the remuneration policy be amended so as to attract, retain and motivate

Executive Directors and senior management of a high calibre with a view to encouraging commitment to the development of the

Company and for long term enhancement of shareholder value. The Board believes that share ownership by Executive Directors

strengthens the link between their personal interests and those of shareholders although there is no formal shareholding

policy in place.

The current Directors’ remuneration comprises a basic fee and at present, there is no bonus or long-term incentive plan in

operation for the Directors. Directors also receive reimbursement for expenses incurred whilst performing services for the

Company.

Se

r

v

ice co

n

t

r

a

cts (

unau

dited)

The Executive Directors have entered into Service Agreements with the Company and continue to be employed until terminated by

the Company. In the event of termination or loss of office the Director is entitled only to payment of his basic salary in respect of

his notice period. In the event of termination or loss of office in the case of a material breach of contract the Director is not entitled

to any further payment.

During the year, actual remuneration paid to each Director was as follows:

Ÿ Michael Ellwood - £20,000

Ÿ Brian Basham - £7,000

Ÿ Alexandro Ciruelos - £2,000

Ÿ James Wharton - £10,000

The contracts are available for inspection at the Company’s registered office.

A

pp

r

o

v

a

l b

y

membe

r

s (

unau

dited)

The remuneration policy above will be put before the members for approval at the next Annual General Meeting.

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

D

I

RECTOR

S’

REPORT

(

CO

N

T

I

NU

E

D)

FOR

THE

Y

E

A

R

E

ND

E

D 31

M

A

RCH

2023

-

7

-

S

upp

lier

pa

y

m

e

n

t

p

olicy

The company’s current policy concerning the payment of trade creditors is to follow the CBI’s Prompt Payers Code (copies are

available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).

The company’s current policy concerning the payment of trade creditors is to:

Ÿ settle the terms of payment with suppliers when agreeing the terms of each transaction;

Ÿ ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and Ÿ

pay in accordance with the company’s contractual and other legal obligations.

Trade creditors of the company at the year end were equivalent to 12 day’s purchases, based on the average daily amount

invoiced by suppliers during the year.

Wa

rr

an

t

I

n

str

um

e

n

ts

On 17 August 2021, the Company entered into warrant instruments, pursuant to which the Company granted Warrants over in

aggregate 7,891,000 new Ordinary Shares which represent an amount equal to 13 per cent of the Ordinary Shares as at the date of

Admission, conditional on Admission occurring, to Axis Capital, Alexander David and the Directors, exercisable for three years

from the date of Admission at an exercise price of 4.5 pence per share. One Warrant entitles the relevant holder to subscribe

for one Ordinary Share (subject to adjustment following an adjustment event such as a consolidation/sub-division of Ordinary

Shares or if the Company in its sole discretion determines that an adjustment should be made) at the exercise price payable in

cash in full on subscription. The holder of Warrants is entitled to subscribe for all or part of its specified number of fully paid

Ordinary Shares. Every Warrant in respect of which subscription rights have been exercised in full, or which have not been

exercised at the end of the subscription period, will lapse and be cancelled. The Warrants will not be admitted to the Official

List (by way of a Standard Listing) nor admitted to trading on the London Stock Exchanges’main market.

S

ub

st

an

ti

a

l s

ha

re

h

ol

d

i

n

gs

At 31 August 2023, the Company had been informed of the following substantial interests over 3% of the issued share capital of

the Company:

H

ol

d

i

n

g

P

erce

n

t

a

ge

Barclays Direct Investing Nominees Limited

Hargreaves Lansdown (Nominees) Limited

HSDL Nominees Limited

The Bank of New York (Nominees) Limited

5,349,523 8.81%

2,470,540 4.07%

19,825,679 32.66%

16,350,00026.94%

A

ud

itor

Anstey Bond LLP were appointed as auditor to the company and, in accordance with section 485 of the Companies Act 2006, a

resolution proposing that they be re-appointed will be put at a General Meeting.

En

ergy

and

c

a

r

b

o

n

re

p

ort

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user

under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

St

a

te

m

e

n

t of

d

isclos

u

re to

aud

itor

Each director in office at the date of approval of this annual report confirms that:

Ÿ so far as the director is aware, there is no relevant audit information of which the company’s auditor is unaware, and

Ÿ the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of

any relevant audit information and to establish that the company’s auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act

2006.

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

D

I

RECTOR

S’

REPORT

(

CO

N

T

I

NU

E

D)

FOR

THE

Y

E

A

R

E

ND

E

D 31

M

A

RCH

2023

-

8

-

On behalf of the board

11 September 2023

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121

Michael Ellwood

Director

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

D

I

RECTOR

S’

RE

S

PO

NS

I

B

I

L

I

T

I

E

S S

T

A

TEME

N

T

FOR

THE

Y

E

A

R

E

ND

E

D 31

M

A

RCH

2023

-

9

-

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and

regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have

elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by

the United Kingdom. Under company law the directors must not approve the financial statements unless they are satisfied that

they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In

preparing these financial statements, International Accounting Standard 1 requires that directors:

Ÿ properly select and apply accounting policies;

Ÿ present information, including accounting policies, in a manner that provides relevant, reliable, comparable and

understandable information;

Ÿ provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to

understand the impact of particular transactions, other events and conditions on the entity’s financial position and financial

performance; and

Ÿ make an assessment of the company’s ability to continue as a going concern.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s

transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that

the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the

company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Each director as at the date of this report has confirmed that, to the best of their knowledge, the financial statements, which

have been prepared in accordance with (IFRS) as adopted by the United Kingdom;

-Give a true and fair view of the assets, liabilities, financial position and loss of the company; and

-Include in the Chairman’s statement, the Strategic report and Directors’ report a fair review of the development,

performance and position of the Company, together with a description of the principal risks and uncertainties it faces.

On behalf of the Board

Michael Elwood

Director

11 September 2023

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

CORPOR

A

TE

GO

V

ER

NAN

CE

S

T

A

TEME

N

T

FOR

THE

Y

E

A

R

E

ND

E

D 31

M

A

RCH

2023

-

10

-

G

over

nan

ce re

p

ort

As a company with a Standard Listing, the Company is not required to comply with the provisions of the Corporate

Governance Code. However, in the interests of observing best practice on corporate governance, the Company intends to

comply with the provisions of the Corporate Governance Code insofar as is appropriate having regard to the size and nature of

the Company and the size and composition of the Board, except that:

Ÿ given the size of the Board and the Company’s current non-operational status, certain provisions of the Corporate

Governance Code (in particular the provisions relating to the composition of the Board and the division of

responsibilities between the chairman and chief executive and executive compensation), are not being complied

with by the Company as the Board considers these provisions to be inapplicable to the Company;

Ÿ until an Acquisition is made the Company will not have separate audit and risk, nomination or remuneration

committees. The Board as a whole will instead review audit and risk matters, as well as the Board’s size, structure and

composition and the scale and structure of the Directors’ fees, taking into account the interests of Shareholders and the

performance of the Company, and will take responsibility for the appointment of auditors and payment of their audit

fee, monitor and review the integrity of the Company’s financial statements and take responsibility for any formal

announcements on the Company’s financial performance. Following the completion of an Acquisition, the Board

intends to put in place audit and risk, nomination and remuneration committees;

Ÿ the Corporate Governance Code recommends the submission of all directors for re-election at regular intervals.

None of the Directors will be required to be submitted for re-election until the first annual general meeting of the

Company following an Acquisition; and

Ÿ the Board does not comply with the provision of the Corporate Governance Code that at least half of the Board,

excluding the chairman, should comprise non-executive directors determined by the Board to be independent. In

addition, the Company has not appointed a senior independent director. The Company intends to appoint additional

independent non-executive directors following the Acquisition so that the Board complies with these provisions.

The Company has adopted UK MAR-compliant policies regarding directors’dealings.

The Company will not seek Shareholder approval at a general meeting in respect of the Acquisition, unless required to do so

for the purposes of facilitating the financing arrangements or for other legal or regulatory reasons.

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

I

ND

EPE

ND

E

N

T

AUD

I

TOR

’S

REPORT

TO

THE

MEM

B

ER

S

OF

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

-

11

-

Op

i

n

io

n

We have audited the financial statements of Net Zero Infrastructure Plc (the ’company’) for the year ended 31 March 2023

which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the

statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting

framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

In our opinion the financial statements:

Ÿ give a true and fair view of the state of the company’s affairs as at 31 March 2023 and of its loss for the year then ended; Ÿ

have been properly prepared in accordance with UK adopted international accounting standards; and

Ÿ have been prepared in accordance with the requirements of the Companies Act 2006.

B

a

sis for o

p

i

n

io

n

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our

responsibilities under those standards are further described in the

A

udito

r’

s

r

esponsibilities

f

o

r

the

a

udit o

f

the

f

in

a

nci

a

l

st

a

te

m

ents section of our report. We are independent of the company in accordance with the ethical requirements that are

relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other

ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our opinion.

Ma

teri

a

l

un

cert

a

i

n

ty rel

a

te

d

to goi

n

g co

n

cer

n

We draw attention to the disclosures made in the Strategic Report and in note 1 to the financial statements concerning the

uncertainty regarding the company’s need to complete the acquisition as stated in the mission statement to continue as a going

concern. As stated in these disclosures, these events and conditions indicate that a material uncertainty exists that may cast

doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the

preparation of the financial statements is appropriate.

In relation to the reporting on how the entity has applied the UK Corporate Governance Code, we have nothing material to add

or draw attention to in relation to:

• the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going

concern basis of accounting; and

• the directors’ identification in the financial statements of the material uncertainty related to the entity’s ability to continue as a

going concern over a period of at least twelve months from the date of approval of the financial statements.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least

twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections

of this report.

Ou

r

app

lic

a

tio

n

of

ma

teri

a

lity

The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for

materiality determine the scope of our audit and the nature, timing and extent of our audit procedures.

Materiality for the company’s financial statements was set at £32,500. Overall materiality was calculated based on 5% adjusted

profit before tax, which we determined, in our professional judgement, to be the key principle benchmark within the financial

statements relevant of the Company in assessing financial performance. We set performance materiality at 75% of the overall

financial statements materiality at £24,375.

We agreed to report to those charged with governance all corrected and uncorrected misstatements we identified through our

audit with a value in excess of £2,000. We also agreed to report any other audit misstatements below that threshold that we

believe warranted reporting on qualitative grounds.

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

I

ND

EPE

ND

E

N

T

AUD

I

TOR

’S

REPORT

(

CO

N

T

I

NU

E

D)

TO

THE

MEM

B

ER

S

OF

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

-

12

-

Ou

r

app

ro

a

c

h

to t

h

e

aud

it

As part of our planning we assessed the risk of material misstatement including those that required significant consideration for the

Company. Procedures were then performed to address the risk identified and for the most significant assessed risks of material

misstatement. The procedures performed are outlined below in the key audit matters section of this report. We addressed

the risk of management override of internal controls, including among other matters consideration of whether there was evidence

of bias that represented a risk of material misstatement due to fraud.

K

ey

aud

it

ma

tters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial

statements of the current period and including the most significant assessed risks of material misstatement (whether or not due to

fraud) we identified, including those which had the greatest effect on; the overall audit strategy, the allocation of resources in the

audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matters

described below to be the key audit matters to be communicated in our report:

K

ey

aud

it

ma

tter

H

ow o

u

r sco

p

e

add

resse

d

t

h

is

ma

tter

Cash and cash equivalents

Risk of material misstatement surrounding cash as the most significant

balance sheet item, if incorrect would result in material misstatement.

In this area, our audit procedures included:

•We conducted substantive testing including the identification of

unusual transactions to ensure expenditure was company related;

•We assessed the approval process for bank payments to be made

to ensure a multi-tier approach;

•We obtained the third party balance confirmation directly from

the bank.

From the work performed, we did not identify any instances from which to

conclude that the disclosure or accounting treatment was incorrectly

stated.

O

t

h

er i

n

for

ma

tio

n

The other information comprises the information included in the annual report other than the financial statements and our

auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on

the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report,

we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in

the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent

material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial

statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other

information, we are required to report that fact.

We have nothing to report in this regard.

Op

i

n

io

n

s o

n

ot

h

er

ma

tters

p

rescri

b

e

d

b

y t

h

e

C

o

mpan

ies Act 2006 In

our opinion, based on the work undertaken in the course of our audit:

Ÿ the information given in the strategic report and the directors’ report for the financial year for which the financial

statements are prepared is consistent with the financial statements; and

Ÿ the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

I

ND

EPE

ND

E

N

T

AUD

I

TOR

’S

REPORT

(

CO

N

T

I

NU

E

D)

TO

THE

MEM

B

ER

S

OF

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

-

13

-

Ma

tters o

n

w

h

ic

h

we

a

re re

qu

ire

d

to re

p

ort

b

y exce

p

tio

n

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we

have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report

to you if, in our opinion:

Ÿ adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches

not visited by us; or

Ÿ the financial statements are not in agreement with the accounting records and returns; or Ÿ

certain disclosures of directors’ remuneration specified by law are not made; or

Ÿ we have not received all the information and explanations we require for our audit.

R

es

p

o

n

si

b

ilities of

d

irectors

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the

financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors

determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to

fraud or error. In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a

going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless

the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

A

ud

itor’s res

p

o

n

si

b

ilities for t

h

e

aud

it of t

h

e fi

nan

ci

a

l st

a

te

m

e

n

ts

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high

level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial

statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which

our procedures are capable of detecting irregularities, including fraud is detailed below:

Ÿ We obtained an understanding of the company and the sector in which it operates to identify laws and regulations that

could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this

regard through discussions with management, application of cumulative audit knowledge and experience of the sector.

Ÿ We determined the principal laws and regulations relevant to the company in this regard to be those arising from

Companies Act 2006, international accounting standards, London Stock Exchange Rules and the Disclosure and

Transparency Rules.

Ÿ We designed our audit procedures to ensure the audit team considered whether there were any indications of non-

compliance by the company with those laws and regulations. These procedures included but were not limited to

enquiries of management, review of legal and professional fees and review of Board minutes.

Ÿ We also identified the risks of material misstatements of the financial statements due to fraud. We considered, in addition to

the non-rebuttable presumption of a risk of fraud arising from management override of controls, the potential for

management bias in relation to revenue recognition. This was addressed through updating our understanding of the

internal control environment, analysing and reviewing the agreements for the year, substantive testing of revenue and

expenses recognised and a review of post year end receipts and payments.

Ÿ We addressed the risk of fraud arising from management override of controls by performing audit procedures which

included but were not limited to: the testing of journals; reviewing bank payments and receipts in the year; and

evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a

material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that

compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be

less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud

rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/

auditorsresponsibilities. This description forms part of our auditor’s report.

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

I

ND

EPE

ND

E

N

T

AUD

I

TOR

’S

REPORT

(

CO

N

T

I

NU

E

D)

TO

THE

MEM

B

ER

S

OF

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

-

14

-

O

t

h

er

ma

tters w

h

ic

h

we

a

re re

qu

ire

d

to

add

ress

We were appointed by the Board on 20th July 2022 to audit the financial statements for the period ended 31 March 2022. Our

total uninterrupted period of engagement is 2 years, covering the current period ended 31 March 2023.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we remain independent

of the Company in conducting our audit.

Use of o

u

r re

p

ort

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act

1. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state

to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for

the opinions we have formed.

11 September 2023

Cha

rtere

d

Acco

un

t

an

ts

St

a

t

u

tory A

ud

itor

1-2 Charterhouse Mews

London

EC1M 6BB

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121

C

oli

n

E

llis

FCC

A

CF

(Se

n

ior St

a

t

u

tory A

ud

itor)

F

or

and

o

n

b

e

ha

lf of A

n

stey Bo

nd

LLP

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

S

T

A

TEME

N

T

OF

COMPREHE

NS

I

V

E

I

N

COME

FOR

THE

Y

E

A

R

E

ND

E

D 31

M

A

RCH

2023

-

15

-

Administrative expenses

Ye

a

r

e

nd

e

d

31

Ma

rc

h

2023

Notes£

(652,975)

P

erio

d

e

nd

e

d

31

Ma

rc

h

2022

£

(290,116)

Op

er

a

ti

n

g loss

3(652,975)

(290,116)

Finance costs

6(581)

-

L

oss

b

efore t

a

x

a

tio

n

(653,556)(290,116)

Income tax expense7

-

-

L

oss

and

tot

a

l co

mp

re

h

e

n

sive i

n

co

m

e for t

h

e ye

a

r

(653,556)

(290,116)

Ea

r

n

i

n

gs

p

er s

ha

re8

Basic

Diluted

(1.08)

(1.08)

(0.79)

(0.79)

The income statement has been prepared on the basis that all operations are continuing operations.

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

S

T

A

TEME

N

T

OF

F

I

NAN

C

I

A

LPO

S

I

T

I

O

N

AS A

T

31

M

A

RCH

2023

-

16

-

20232022

Notes£ £

Cu

rre

n

t

a

ssets

Trade and other receivables

Cash and cash equivalents

9 5,130

552,381

14,295

1,195,917

557,5111,210,212

Cu

rre

n

t li

ab

ilities

Trade and other payables1445,78344,928

Net c

u

rre

n

t

a

ssets

511,728

1,165,284

Net

a

ssets

511,728

1,165,284

Equ

ity

Called up share capital

Share premium account

Retained earnings

15 607,000

16 848,400

(943,672)

607,000

848,400

(290,116)

T

ot

a

l e

qu

ity511,7281,165,284

The financial statements were approved by the board of directors and authorised for issue on 11 September 2023 and are signed

on its behalf by:

C

o

mpan

y registr

a

tio

n

numb

er 13236308

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121

Michael Ellwood

Director

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

S

T

A

TEME

N

T

OF

CH

AN

GE

S

I

N

EQ

U

I

T

Y

FOR

THE

Y

E

A

R

E

ND

E

D 31

M

A

RCH

2023

-

17

-

S

ha

re c

ap

it

a

l

R

et

a

i

n

e

dT

ot

a

l

e

a

r

n

i

n

gs

Notes£

S

ha

re

p

re

m

i

um

a

cco

un

t

£

££

B

a

l

an

ce

a

t 1

Ma

rc

h

2021----

-

-

(290,116)

(290,116)

P

erio

d

e

nd

e

d

31

Ma

rc

h

2022:

Loss and total comprehensive income for the period

Transactions with owners in their capacity as owners:

Issue of share capital15

607,000

848,400

-

1,455,400

B

a

l

an

ce

a

t 31

Ma

rc

h

2022

607,000

848,400

(290,116)

1,165,284

Ye

a

r e

nd

e

d

31

Ma

rc

h

2023:

Loss and total comprehensive income for the year

-

-

(653,556)

(653,556)

B

a

l

an

ce

a

t 31

Ma

rc

h

2023

607,000

848,400

(943,672)

511,728

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

S

T

A

TEME

N

T

OF

C

AS

H

FLOW

S

FOR

THE

Y

E

A

R

E

ND

E

D 31

M

A

RCH

2023

-

18

-

20232022

Notes££££

Ca

s

h

flows fro

m

o

p

er

a

ti

n

g

a

ctivities

Cash absorbed by operations20(642,955)(259,483)

Interest paid

(581)

-

Net c

a

s

h

o

u

tflow fro

m

o

p

er

a

ti

n

g

a

ctivities

(643,536)

(259,483)

F

i

nan

ci

n

g

a

ctivities

Proceeds from issue of shares

Share issue costs

-1,607,000

- (151,600)

Net c

a

s

h

(

u

se

d

i

n

)/ge

n

er

a

te

d

fro

m

fi

nan

ci

n

g

a

ctivities

-

1,455,400

Net (

d

ecre

a

se)/i

n

cre

a

se i

n

c

a

s

h

and

c

a

s

h

e

qu

iv

a

le

n

ts

(643,536)

1,195,917

Cash and cash equivalents at beginning of year

1,195,917

-

Cash and cash equivalents at end of year

552,381

1,195,917

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121

N

ET

ZERO

I

N

FR

AS

TR

U

CT

U

RE

PLC

N

OTE

S

TO

THE

F

I

NAN

C

I

A

L

S

T

A

TEME

N

T

S

FOR

THE

Y

E

A

R

E

ND

E

D 31

M

A

RCH

2023

-

19

-

1Acco

un

ti

n

g

p

olicies

C

o

mpan

y i

n

for

ma

tio

n

Net Zero Infrastructure Plc is a public company limited by shares incorporated in England and Wales. The registered

office is 1-2 Charterhouse Mews, London, EC1M 6BB. The company’s principal activities and nature of its operations are

disclosed in the directors’ report.

1.1Acco

un

ti

n

g co

n

ve

n

tio

n

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as

adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies

reporting under IFRS, except as otherwise stated.

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 financial statements have been prepared under the historical cost convention. The principal accounting policies

adopted are set out below.

1.2

G

oi

n

g co

n

cer

n

The financial statements have been prepared on a going concern basis. The board has assessed the Company’s financial

position as at 31 March 2023 and the factors that may impact the Company for a period of up to 12 months from the date of

these financial statements were signed.

The Company is a special purpose acquisition company (SPAC) that has been formed for the sole purpose of effecting a

business combination. The Company has a period of 24 months from the date on which the Company listed on the

London Stock Exchange, which was 15 September 2021, to do so. In the absence of a business combination by the

business combination deadline (15 September 2023), the Company would have to seek approval from the shareholders at a

general meeting for the Company to continue to pursue an acquisition for one more year from the date of the business

combination deadline, in default of which it will cease all operations except to commence a members’ voluntary

liquidation and redeem the ordinary shares as per the prospectus.

The Company has considered its ability to continue as a going concern for a period of at least 12 months from the date of

signing the financial statements. The Company has also considered what the business could look like post-completion of a

business combination, which includes working capital requirements during the going concern period.

The Company has entered into a non-binding heads of terms to acquire all the outstanding shares in Line Hydrogen

(PTY) Limited in an all-share transaction through reverse takeover. The Company believes that there is the existence of

material uncertainty regarding a business combination which may cast significant doubt on the Company’s ability to

continue as a going concern. To complete the acquisition of Line Hydrogen (PTY) Limited, the Company has to obtain the

regulatory and shareholder approval and also complete due diligence process.

The board is satisfied by the progress made in the proposed acquisition and believes it is well positioned to complete the

business combination. Based on this assessment, it is deemed appropriate to prepare the financial statements on a going

concern basis.

1.3

Ca

s

h

and

c

a

s

h

e

qu

iv

a

le

n

ts

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.

1.4

F

i

nan

ci

a

l

a

ssets

Financial assets are recognised in the company’s statement of financial position when the company 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.

DocuSign Envelope ID: FE7E5525-2753-4218-93FF-BC770C04E121