NET ZERO INFRASTRUCTURE PLC - Annual Report 2022

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Company registration number 13236308 (England and Wales)

NET ZERO INFRASTRUCTURE PLC

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2022

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NET ZERO INFRASTRUCTURE PLC

COMPANY INFORMATION

Directors Brian A Basham (Appointed 17 May 2021)

Alejandro Ciruelos (Appointed 4 August 2021)

Michael Ellwood (Appointed 20 April 2021)

Lord James Wharton (Appointed 4 August 2021)

Secretary MSP Corporate Services Limited

Company number 13236308

Registered office 1-2 Charterhouse Mews

London

EC1M 6BB

Auditor Anstey Bond LLP

Statutory Auditors &

Chartered Accountants

1-2 Charterhouse Mews

London

EC1M 6BB

Bankers Santander UK plc

2 Triton Square

Regent's Place

London

United Kingdom

NWI 3AN

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NET ZERO INFRASTRUCTURE PLC

CONTENTS

Page

Chairman's statement and key personnel 1 - 2

Strategic report 3 - 5

Directors' report 6 - 9

Directors' responsibilities statement 10

Corporate governance statement 11

Independent auditor's report 12 - 15

Statement of comprehensive income 16

Statement of financial position 17

Statement of changes in equity 18

Statement of cash flows 19

Notes to the financial statements 20 - 26

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NET ZERO INFRASTRUCTURE PLC

CHAIRMAN'S STATEMENT AND KEY PERSONNEL

FOR THE PERIOD ENDED 31 MARCH 2022

I have pleasure in presenting the annual report and financial statements for the year ended 31 March 2022.

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.

In September 2021, the Company successfully listed its shares for trading on the London Stock Exchange Main Market, and at the same

time secured a placing of additional ordinary shares for £1,500,000 (before expenses). This has enabled the company to identify and

engage with a suitable target for acquisition in line with its stated corporate strategy. Further details of this transaction are included in the

following strategic report .

The business environment has changed significantly since the Company’s listing in September last year.

In early spring, there were already nascent signs of the now very evident global inflationary pressures. These increased enormously with

Russia’s attempted invasion of Ukraine in late February. A broad range of energy, industrial and agricultural commodities saw significant

price increases. These have, in turn, fed into the consumer sector, making central banks’ task of managing inflation more problematical

and increasing fears of an extended period of higher interest rates.

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

became evident.

As summer progressed, it became clear that ‘transitory’ inflation was, in fact, more embedded, than first thought. Central banks, including

the Bank of England, started to increase interest rates from historically low levels. UK base rates have risen from ¼% in January of this

year to 3% currently.

Meanwhile, the current and forecast increase in energy prices, combined with a wider rise in the cost of living has, and continues to

dampen consumer activities and expectations. With consumer activity representing over 60% of UK nominal GDP, this anticipated

slowdown has led businesses to review their own expectations.

The challenge for the Directors is to find a suitable acquisition upon which to base the Company’s future at a time when assets in the

renewable or clean energy sector are becoming increasingly hard to value correctly.

Key Personnel

MIKE ELLWOOD - chairman

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.

ALEJANDRO CIRUELOS - non-executive director

Alejandro is a Managing Director at Sustainable Development Capital LLP (“SDCL”) where he heads the renewable energy and power

practice of the firm. He has 15 years of experience in structuring, financing, investing and raising capital for power and infrastructure

projects and corporations. Alejandro has participated twice as an expert witness in the UK Energy and Climate Change Committee and co-

authored Renewable Energy Finance: Powering the Future.

Prior to joining SDCL Alejandro was a Managing Director and member of the executive leadership team of Santander Corporate &

Investment Banking in London where he was responsible for the origination, structuring and placement of private debt and equity

products.

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NET ZERO INFRASTRUCTURE PLC

CHAIRMAN'S STATEMENT AND KEY PERSONNEL (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2022

BRIAN BASHAM - non-executive director

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.

LORD JAMES WHARTON - non-executive director

James is a British Conservative Party politician who entered the House of Lords as Baron Wharton of Yarm in September 2020.

Prior to this, he served as the Member of Parliament for his home constituency of Stockton South from 2010 to 2017 and served as the

Northern Powerhouse Minister at the Department for Communities and Local Government. He also served as the Minister for Africa at the

Department for International Development. James’ early career was as a solicitor working for a firm in the North East of England.

James now has a number of roles including Chair of the Office for Students, England’s Higher Education regulator.

Michael Ellwood

Chairman

1 December 2022

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NET ZERO INFRASTRUCTURE PLC

STRATEGIC REPORT

FOR THE PERIOD ENDED 31 MARCH 2022

The directors present the strategic report for the period ended 31 March 2022.

Fair review of the business

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 has evaluated potential acquisition opportunities and in May 2022, the company signed a non-binding letter of intent

(“LOI”) to acquire the entire issued share capital of Taylor Construction Plant Limited and Solar Highways Limited (“TCP”). TCP is a UK

based infrastructure services business. This acquisition, if completed, along with an associated proposed placing of shares by the

ccompany, would result in the shareholders of the Target having a significant minority interest in the enlarged group.

The principal activity of TCP is the supply and hire of specialist equipment to UK infrastructure and construction contractors. TCP is

transitioning its existing business from diesel-powered to zero emission equipment powered by hydrogen and other renewable sources.

This is carbon neutral at the point of use and offers customers an alternative to the use of diesel across a wide range of market

applications, including in construction, events, film, and temporary power. TCP is profitable and includes as its customers a number of

leading participants in the infrastructure services market.

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.

Principal risks and uncertainties

The principal risks currently faced by the Company relate to:

Acquiring Less than Controlling Interests

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.

Inability to Fund Operations Post-Acquisition

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.

The Company’s Relationship with the Directors and Conflicts of Interest

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.

Suitable Acquisition Opportunities may not be Identified or Completed

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.

Risks Inherent in an Acquisition

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.

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NET ZERO INFRASTRUCTURE PLC

STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2022

Reliance on External Advisors

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.

Failure to Obtain Additional Financing to Complete an Acquisition or Fund a Target’s Operations

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.

Reliance on Income from the Acquired Activities

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.

Restrictions in Offering Ordinary Shares as Consideration for an Acquisition or Requirements to Provide Alternative Consideration.

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.

Key performance indicators

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.

Gender analysis

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

Male Female

Directors 4 nil

Statement by the directors in accordance with Section 172 (1) of the Companies 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:

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

act fairly between the members of the company;

maintain a reputation for high standards of business conduct;

consider the interests of the company's employees;

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

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

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.

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NET ZERO INFRASTRUCTURE PLC

STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2022

On behalf of the board

Michael Ellwood

Director

1 December 2022

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NET ZERO INFRASTRUCTURE PLC

DIRECTORS' REPORT

FOR THE PERIOD ENDED 31 MARCH 2022

The directors present their annual report and financial statements for the period ended 31 March 2022.

The corporate governance statement set out on pages page 11 forms part of this report.

Principal activities

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 14 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.

Results and dividends

The results for the period are set out on page 16.

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

Directors

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

Brian A Basham (Appointed 17 May 2021)

Alejandro Ciruelos (Appointed 4 August 2021)

Michael Ellwood (Appointed 20 April 2021)

Lord James Wharton (Appointed 4 August 2021)

Konstantin Nemchukov (Appointed 1 March 2021 and resigned 20 April 2021)

Directors' interests

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

Ordinary shares of 1p each

31 March 2022

Brian A Basham 1,000,000

Alejandro Ciruelos -

Michael Ellwood 1,249,100

Lord James Wharton -

Konstantin Nemchukov -

Remuneration committee

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.

Nominations committee

A nominations committee has not yet been established.

Internal financial control

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.

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NET ZERO INFRASTRUCTURE PLC

DIRECTORS' REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2022

Shareholder Communications

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’ Remuneration Report

Remuneration Policies (unaudited)

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

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

of an acquisition

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

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

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.

Service contracts (unaudited)

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.

Each Director is paid at the rate listed in the table above.

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

Approval by members (unaudited)

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

Each Director is paid at the rate listed in the table above.

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

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NET ZERO INFRASTRUCTURE PLC

DIRECTORS' REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2022

Supplier payment policy

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:

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

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

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.

Warrant Instruments

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.

Substantial shareholdings

At 2 December 2022, the Company had been informed of the following substantial interests over 3% of the issued share capital of the

Company.

Holding Percentage

The Bank of New York (Nominees) Limited 16,600,000 27.35%

HSDL Nominees Limited 15,925,000 26.24%

Barclays Direct Investing Nominees Limited 6,714,523 11.06%

Auditor

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.

Energy and carbon report

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.

Statement of disclosure to auditor

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

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

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.

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NET ZERO INFRASTRUCTURE PLC

DIRECTORS' REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2022

On behalf of the board

Michael Ellwood

Director

1 December 2022

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NET ZERO INFRASTRUCTURE PLC

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE PERIOD ENDED 31 MARCH 2022

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:

properly select and apply accounting policies;

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

understandable information;

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

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

1 December 2022

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NET ZERO INFRASTRUCTURE PLC

CORPORATE GOVERNANCE STATEMENT

FOR THE PERIOD ENDED 31 MARCH 2022

Governance report

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:

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;

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;

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

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.

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NET ZERO INFRASTRUCTURE PLC

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF NET ZERO INFRASTRUCTURE PLC

Opinion

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We have audited the financial statements of Net Zero Infrastructure Plc (the 'company') for the period ended 31 March 2022 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:

give a true and fair view of the state of the company's affairs as at 31 March 2022 and of its loss for the period then ended;

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

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

Basis for opinion

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 Auditor's responsibilities for the audit of the financial statements 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.

Conclusions relating to going concern

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.

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.

Our application of materiality

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 £12,500. 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 80% of the overall financial statements

materiality at £10,000.

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.

Our approach to the audit

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.

Key audit matters

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.

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NET ZERO INFRASTRUCTURE PLC

INDEPENDENT AUDITOR'S REPORT (CONTINUED)

TO THE MEMBERS OF NET ZERO INFRASTRUCTURE PLC

Key audit matter How our scope addressed this matter

Going concern Risks were identified surrounding the company’s ability to continue as a going

concern.

In this area, our audit procedures included:

• We obtained and reviewed the post year end management accounts, bank

statements, and statutory documentation;

• We assessed the level of funding required for the company to continue at the

same capacity for the next 12 months to ensure sufficient reserves of cash

remained;

• We obtained the Board of Directors’ assessment of the company’s going

concern;

• We reviewed the disclosures included within these statements and confirmed

that they were in line with regulatory reporting standards.

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

conclude that the disclosure or accounting treatment was incorrectly stated.

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.

Other information

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.

Opinions on other matters prescribed by the Companies Act 2006

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

the information given in the strategic report and the directors' report for the financial period for which the financial statements

are prepared is consistent with the financial statements; and

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

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NET ZERO INFRASTRUCTURE PLC

INDEPENDENT AUDITOR'S REPORT (CONTINUED)

TO THE MEMBERS OF NET ZERO INFRASTRUCTURE PLC

Matters on which we are required to report by exception

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:

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

visited by us; or

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

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

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

Responsibilities of directors

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.

Auditor's responsibilities for the audit of the financial statements

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:

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.

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.

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.

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.

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.

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NET ZERO INFRASTRUCTURE PLC

INDEPENDENT AUDITOR'S REPORT (CONTINUED)

TO THE MEMBERS OF NET ZERO INFRASTRUCTURE PLC

Other matters which we are required to address

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 1 year, covering the current period ended 31 March 2022.

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 our report

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 2006. 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.

Colin Ellis FCCA CF (Senior Statutory Auditor)

For and on behalf of Anstey Bond LLP 1 December 2022

Chartered Accountants

Statutory Auditor 1-2 Charterhouse Mews

London

EC1M 6BB

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NET ZERO INFRASTRUCTURE PLC

STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 MARCH 2022

Period

ended

31 March

2022

Notes £

Administrative expenses (290,116)

Operating (loss)/profit 3 (290,116)

Income tax expense 6-

(Loss)/profit and total comprehensive income for the period (290,116)

Earnings per share 7

Basic (pence per share) (0.79)

Diluted (pence per share) (0.79)

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

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NET ZERO INFRASTRUCTURE PLC

STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2022

2022

Notes £

Current assets

Trade and other receivables 814,295

Cash and cash equivalents 1,195,917

1,210,212

Current liabilities

Trade and other payables 13 44,928

Net current assets 1,165,284

Net assets 1,165,284

Equity

Called up share capital 14 607,000

Share premium account 15 848,400

Retained earnings (290,116)

Total equity 1,165,284

The financial statements were approved by the board of directors and authorised for issue on 1 December 2022 and are signed on its

behalf by:

Michael Ellwood

Director

Company registration number 13236308

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NET ZERO INFRASTRUCTURE PLC

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 MARCH 2022

Share capitalShare premium

account

Retained

earnings

Total

Notes £ £ £ £

Balance at 1 March 2021 ----

Period ended 31 March 2022:

Loss and total comprehensive income for the period - - (290,116) (290,116)

Transactions with owners in their capacity as owners:

Issue of share capital 14 607,000 848,400 - 1,455,400

Balance at 31 March 2022 607,000 848,400 (290,116) 1,165,284

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NET ZERO INFRASTRUCTURE PLC

STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 31 MARCH 2022

2022

Notes £ £

Cash flows from operating activities

Cash absorbed by operations 19 (259,483)

Net cash outflow from operating activities (259,483)

Financing activities

Proceeds from issue of shares 1,607,000

Share issue costs (151,600)

Net cash generated from/(used in) financing activities 1,455,400

Net increase in cash and cash equivalents 1,195,917

Cash and cash equivalents at beginning of year -

Cash and cash equivalents at end of year 1,195,917

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NET ZERO INFRASTRUCTURE PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2022

1 Accounting policies

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NET ZERO INFRASTRUCTURE PLC Annual Report 2022