AI Terminal
NET ZERO INFRASTRUCTURE PLC
Interim / Quarterly Report • Jun 5, 2025
5078_ir_2025-06-05_cab95896-cc9f-4b13-bd86-0289e7af4493.html
Interim / Quarterly Report
Open in ViewerOpens in native device viewer
National Storage Mechanism | Additional information 
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 30th 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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
END
IR ZELFBEQLBBBZ