TIDMHUI
RNS Number : 9250X
Hydrogen Utopia International PLC
28 April 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, OR SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
28 April 2023
Hydrogen Utopia International PLC
(the " Company " or " HUI")
Final Results for the period ended 31 December 2022
Hydrogen Utopia International PLC, a company specialising in
turning non-recyclable mixed waste plastic into hydrogen and other
carbon-free fuels, new materials or distributed renewable heat, is
pleased to announce its results for the period ended 31 December
2022.
HIGHLIGHTS OF 2022
Business Development:
-- Admission to trading on the standard segment of the Official
List of the Financial Conduct Authority and to trading
on the main market of the London Stock Exchange finalised
- trading became effective on 9 January 2023
-- Agreement of an option for a long lease of a greenfield
site in Longford, Ireland which is expected to become
HUI's first operational full-scale waste plastic to hydrogen
facility in Europe
-- Further development of project pipeline in Poland
-- Partnership with Powerhouse Energy Group PLC (AIM: PHE)
in Konin, Poland and in Longford, Ireland - our two flagship
projects - to increase the pace of our progress
Organisation and Growth:
-- Recruitment and appointment of Howard White as an additional
Director to the Board
-- James Nicholls-May recruited as full-time CFO
-- Duncan Snelling engaged as an Engineering Consultant
Financial Highlights:
-- Net assets at period end of GBP3.355 million, including
just under GBP2.9 million of cash after payment of or
provision for the full costs of the main market listing
-- In line with expectations, as HUI's business is still
developing, the group did not generate any revenue for
the reporting period and the loss amounted to GBP1.492
million after a GBP272k share based payments charge in
relation to share options for Directors, employees and
consultants
-- Borrowings of GBP570,175 comprise a convertible loan provided
by a significant shareholder, the final repayment or conversion
date of which is 31 December 2025
-- Positive cash outflow from operating activities of GBP281,625
after a very significant working capital credit in relation
to shares issued in the fundraising undertaken in connection
with the Company's January 2022 IPO
-- Net increase in cash for the period of close to GBP300,000
after cash outflow from investing activities of GBP555,452
and cash inflow from financing activities, comprising
the convertible loan mentioned above
Guy Peters, Executive Chairman of HUI commented:
"In the course of the last year we have moved our listing to the
Main Market of the London Stock Exchange, after initially
conducting an IPO on AQSE, against a backdrop of very challenging
geopolitical and economic circumstances. We have built our project
pipeline further, agreed an option to lease a site which is
expected to become HUI's first operational full-scale waste plastic
to hydrogen facility in Europe and agreed partnerships for both our
flagship projects.
This moves us far closer to helping to tackle the worldwide
plastic waste issue and to accelerating a circular and net zero
economy, recovering energy from that waste and turning it into
clean fuel. Without the help and support of our shareholders none
of that would have been possible and we would like to thank them
for all of their support."
Aleksandra Binkowska, Chief Executive Officer of HUI
commented:
"We are progressing with our technology, and we are extending
our project pipeline at lightning speed under very difficult market
conditions. We continue to believe that our shareholders will reap
the benefits of HUI's investments in the future. It's our firm view
that science never fails once it's given enough time and patience
to prove itself."
For more information about the Company, please refer to our
website: www.hydrogenutopia.eu
For further information please contact:
Hydrogen Utopia International PLC
Aleksandra Binkowska/Guy Peters
+44 20 3811 8770
Alfred Henry Corporate Finance Limited (LSE Corporate
Adviser)
Nick Michaels
+44 20 7309 2203
Novum Securities Limited (Broker)
Jon Belliss/Colin Rowbury
+44 20 7399 9400
Chairman's statement
Overview
This is the second set of Annual Report and Accounts for
Hydrogen Utopia International PLC ("HUI" or the "Company") and it
covers the period immediately prior to and following the Company's
IPO on the AQSE Growth Market, which took place on 6 January 2022.
Post year end, on 9 January 2023, the Company's ordinary shares
were admitted to trading on the standard segment of the Official
List of the Financial Conduct Authority and to trading on the main
market of the London Stock Exchange.
HUI's primary mission is to accelerate the development of a
circular and net zero carbon economy in Europe and contribute to
achieving the EU's 2030 and 2050 environmental goals for targeted
European countries. HUI is pioneering the use of technology using
non-recyclable mixed waste plastic to produce hydrogen and/or other
alternative energy sources with significantly lower carbon
emissions than existing processes, with a view to achieving net
zero climate impact.
We believe that the Covid-19 pandemic has led to an increase in
demand for single-use plastics, intensifying an already
out-of-control global waste plastic problem. Vast quantities of
plastic with a huge variety of industrial, consumer and healthcare
uses continue to be produced worldwide. We believe that attempts to
limit or substitute plastic use are unlikely to make any
significant difference to the quantities of waste plastic generated
by our society in the foreseeable future - plastics are too useful.
It currently appears impossible, impractical or uneconomic to
recycle about 90% of plastics, which therefore leads to landfilling
or incineration of such plastic. HUI's plants will provide an
alternative use for that waste plastic without the need for
incineration or landfill.
Pressure is increasing on countries to deal with their own waste
plastic: on 1st January 2021 the EU banned the shipment of
non-recyclable mixed waste plastic to countries outside the OECD
and tightened controls on exports to OECD countries and within
Europe. Some poorer countries outside Europe, which are growing in
affluence, are also slowly restricting the import of unwanted
plastic.
During the unprecedented crisis caused by the Covid-19 pandemic,
the EU unleashed the largest funding package in its history: EUR
2.018 trillion which is currently being allocated to regions across
Europe most impacted by the transition from fossil fuels to
alternative energy sources. As a consequence of the war in Ukraine,
current sanctions against Russia, and an increasing reluctance to
place any significant dependence upon Russian gas and oil supplies,
Western, Central and Eastern European countries are moving even
faster to seek alternative sources of energy.
It is HUI's intention to become one of the leading new European
companies specialising in turning non-recyclable mixed waste
plastic into carbon-free fuels, new materials or distributed
renewable heat. The pressing need to deal with growing amounts of
waste plastic, combined with a real momentum in demand for and the
use of hydrogen from renewable sources, pave the way for a rapid
deployment of and investment in HUI facilities.
HUI facilities are anticipated to have the flexibility to switch
between different outputs and their modularity and flexibility
should enable HUI to build bespoke units to satisfy local demand.
HUI facilities will produce a synthesis gas (syngas) that could be
used as a fuel in its own right, as a gas engine fuel to produce
electrical power or to produce methane or hydrogen. Heat produced
as a by-product of the process can be sold and fed into district
heating systems, for example, which in Eastern Europe are used
extensively.
HUI believes that building new HUI waste plastic to energy
plants could be significant in allowing local communities across
Europe to ameliorate the effects of the resultant gas and energy
supply crisis and the anticipated market changes brought about by
ongoing sanctions against Russia and the reluctance to rely upon it
as an energy supplier in the future.
HUI's ambition is to create a substantial project pipeline of
systems across Europe, particularly where coal mining has to be
phased out, where unemployment is very high and where there is an
urgent need to create new employment opportunities to preserve
local communities.
We are continuing our efforts to build a pipeline of HUI
facilities in Europe, with the intention of establishing a first
plant as soon as practicable. The CEO's report contains further
details of progress to date in building this pipeline.
Financial
The financial statements presented are those for the HUI group,
including the Company and its subsidiaries.
In line with expectations, the HUI group did not generate any
revenue in the reporting period. The total loss for the period
amounted to GBP1,492,293, after a charge for the period of
GBP272,078 for share-based payments related to share options
granted to Directors, employees and consultants. The Group has not
recognised a deferred tax asset in respect of the losses incurred
to date - which should nevertheless be available to offset against
profits in the future.
Net assets at the period end amounted to GBP3.355 million. Cash
assets and receivables amounted to GBP2.99 million at that date. To
the extent that listing costs were not already paid at period end
in relation to the Company's listing on the main market of the
London Stock Exchange on 9 January 2023, full provision has been
made for the costs of the listing. Borrowings of GBP570,175
comprise a convertible loan provided by Conrad Griffiths, a
significant shareholder, which was interest free until the period
end and thereafter accrues interest at 5% per annum until converted
into ordinary shares at a price of 20p per ordinary share or until
repaid. The loan was provided in EUR, comprised a principal amount
of EUR650,000 and the conversion or repayment terms fix the
exchange rate at EUR1.14 to GBP1. The final repayment or conversion
date is 31 December 2025.
Cashflow from operating activities was a positive inflow for the
period of GBP281,625 after a very significant working capital
credit in relation to shares issued in the fundraising undertaken
in connection with the Company's January 2022 IPO, as detailed in
note 28 to the Accounts. Cash outflow from investing activities
amounted to some GBP555,452. Cash inflow in the year from financing
activities comprised the convertible loan mentioned above, giving
rise to a net increase in cash for the period of close to
GBP300,000.
Climate Change
HUI is dedicated to helping to deliver climate change by
creating a cleaner, more sustainable future for our planet through
utilising technology to replace fossil fuels where possible.
Our vision is to accelerate a circular and net zero, clean
economy through:
-- tackling the worldwide plastic waste issue by utilising waste
plastic that is not recycled/cannot be recycled/cannot be recycled
economically as a feedstock for HUI facilities;
-- deploying innovative clean technologies that recover energy
from non-recyclable plastics and turn it into clean fuel; and
-- becoming the leader in monetising the conversion of
non-recyclable plastic waste into new products and energy.
G R Peters
Executive Chairman
28 April 2023
Chief Executive Officer's statement
Dear Shareholders,
As the Founder & the CEO of Hydrogen Utopia International I
want to thank you for your continuous support and belief in our
world changing project. I am proud to report that 2022 was a
successful year in terms of the development of our business and in
securing new partners who are excited about helping to deploy our
ground-breaking technology to fix the plastic pollution
problem.
Plastic pollution refers to the accumulation of plastic waste in
the environment, particularly in oceans, rivers, and landfills, and
its negative impacts on wildlife, ecosystems, and human health.
Plastic pollution is a global issue that has become increasingly
prominent in recent years as the production and consumption of
single-use plastics have skyrocketed. The problem of plastic
pollution stems from the fact that plastic does not biodegrade like
organic materials. Instead, it breaks down into smaller and smaller
pieces called microplastics which can persist in the environment
for hundreds of years. Nano plastics are now found in the air we
breathe, the water we drink, and the food we eat, and they have
been linked to a range of health problems. Plastic pollution has a
profound impact on wildlife and ecosystems, as animals can become
entangled in plastic waste or ingest it, mistaking it for food.
This can cause suffocation, strangulation, and digestive problems,
among other issues. Plastic pollution can also harm marine
ecosystems, as microplastics can enter the food chain, affecting
the health of fish and other aquatic animals. Addressing plastic
pollution requires a concerted effort from individuals,
governments, and businesses such as ours.
Against a backdrop of challenging geopolitical and economic
circumstances, we must not forget about the bigger picture.
Alarming abundance of waste plastic and its deleterious impact upon
us and our environment is a burning issue, as is the increasing
need for development of a hydrogen economy in order to phase out
fossil fuels. Our small, but extremely motivated team has been
working tirelessly to develop our waste plastic to hydrogen
projects that will not only benefit the environment but also local
and national economies. In this context, whilst we are working in
immensely challenging times to implement extremely ambitious
projects, the words of Viktor Frankl - a famous Austrian
psychiatrist - come to mind:"For the world is in a bad state, but
everything will become still worse unless each of us does his
best."
We began the year by joining the AQSE Growth Market and raising
GBP3 million gross for HUI through a successful subscription and
placing by Novum Securities at 7.5p per share. Subsequently, in
order to attract investors overseas, we entered the U.S. market
through arranging for our shares to be traded on the OTCQB Venture
Market in the US, under the ticker HUIPF. We also joined the
Frankfurt and Stuttgart Stock Exchanges to facilitate trading for
EU investors. As we grew, we decided to move our principal listing
from AQSE to the main market of the London Stock Exchange and since
9th January 2023 we are proud to be a part of one of the most
prestigious stock exchanges in the world.
On 20th February 2022 the world was thrown into turmoil when
Russia invaded Ukraine. As a Polish citizen, I witnessed millions
of Ukrainians crossing the Polish Border in search of asylum. The
war in Ukraine and the subsequent sanctions against Russia have
resulted in Western and Central European countries seeking
alternative energy sources to reduce dependence on Russian oil and
gas supplies. HUI's waste plastic to energy plants offers a viable
solution, generating syngas from which hydrogen can be extracted or
which can be used as a fuel in its own right or as a gas engine
fuel for producing electricity. The heat generated from this
process can also be sold and fed into district heating systems,
particularly in Eastern Europe where such systems are widely
used.
In the midst of this terrible human tragedy, HUI nevertheless
sees an opportunity to build new waste plastic to energy plants to
help local communities in Europe mitigate the impact of the energy
supply crisis and the changes brought about by sanctions against
Russia. The modularity and flexibility of HUI plants allow for
customisation to satisfy local demand, enabling them to switch
between different outputs as needed We live in a world of flux, but
it is difficult to foresee a time when cheap Russian gas will once
again be available to use in the West. During the winter I
travelled to Ukraine to try and understand the magnitude of the
problem and explore how this epochal event might transform energy
markets in Ukraine. Ukrainians have displayed extraordinary bravery
and fortitude. Despite the devastating damage done to the country
and its people, they remain committed to rebuilding their nation
and their economy. As part of this effort, I would like to see a
new Ukraine powered, in part, by HUI plants.
HUI stands on two pillars: building the first of a kind plastic
waste to hydrogen plant and creating a substantial project pipeline
for future projects. Due to high interest in our business in
Poland, in January our Polish subsidiary, Hydropolis United,
assisted by SWECO, signed a letter of intent with RZZO, a municipal
waste management company in Ostro w Wielkopolski, Greater Poland.
RZZO has agreed that it will provide land and utilities to operate
a plant, assist with permits, source waste plastic feedstock and
help secure funding.
One of the most significant events later in the year was the
completion in October of a memorandum of understanding ("MOU") with
Elkard sp. Z o.o. Sp.K. ("Elkard"), a company based in Torun,
Poland. The MOU pertains to the development of a plastic waste
processing plant that will produce hydrogen, electricity, and heat.
Under the MOU, Elkard and Hydropolis will begin planning and
creating an HUI Plant by identifying a suitable site, seeking
grants or subsidies for the project, and preparing the necessary
environmental reports and documentation. The two companies will
share the costs of this work, and it is expected that a special
purpose vehicle will be established for financing and operating the
HUI plant in the future. Elkard is one of the companies owned by
one of the wealthiest families in Poland.
Our long-term plan is to expand HUI across all European Union
countries and Ireland was always a priority for us because of its
proud history as an entrepreneurial and business-friendly nation.
Ireland is currently our most important project and we had been
searching for the right site for some time. In November HUI
announced it had signed an agreement with Fisherstown Property
Holdings Limited (FPH) for the lease of a 2.5 acre greenfield site
in the 78-acre Fisherstown Energy Park at Fisherstown in County
Longford, Ireland. This is the initial step in building HUI's first
operational full- scale waste plastic to hydrogen facility in
Europe. The Longford site has its own electrical grid connection,
an electrical sub-station and the potential to use the existing
wastewater treatment facilities, as well as potential power sources
from a planned solar farm and other energy facilities. The site
also has excellent road access and is within easy reach of major
motorways. This has subsequently led to us entering into an option
to take a 25 year lease of the site. The decision to focus on the
Longford project in Ireland means that HUI will not be progressing
the construction of an HUI facility on the previously identified
Tipperary site with Trifol Resources Limited (TRL). However, HUI
remains fully supportive of TRL and its investment in TRL. As a
result of the decision to focus on Longford, HUI's working capital
position will be substantially better than previously
anticipated.
In order to increase the pace of our progress, during the year
we agreed to partner with Powerhouse Energy Group PLC (AIM: PHE) in
Konin, Poland and in Ireland - our two flagship projects.
As HUI grew we have also expanded our team. We appointed Mr
Howard White as an executive director in April. Howard is an
accomplished entrepreneur with a diverse skillset and a focus on
low carbon energy. He began his career in mainframe computing
systems in 1973 and has successfully transformed a number of
distressed businesses acquired from public limited companies.
Howard became a director and major shareholder of Christy Hunt Plc
in 1987 and oversaw the acquisition of Deritend Stamping PLC. He
later became a director and major shareholder of Stanelco PLC
before founding AFC Energy in 2006. In 2008, he founded
Waste2tricity Ltd, a technology company that was eventually sold to
Powerhouse Energy PLC for GBP55 million. Howard supported HUI in
its IPO as a cornerstone investor with a GBP1 million subscription.
On July 26th, 2022, it was announced that he had bought 55,500
Ordinary Shares at a price of 9 pence per share and he is currently
the fourth largest shareholder in HUI.
HUI is very fortunate to benefit from the enormous generosity of
its shareholders, especially Conrad Griffiths, KC, who provided
significant financial support to the company by advancing a
Convertible Loan Facility of EUR 650,000 in October. The loan was
interest-free until 31 December 2022, after which interest accrues
at a rate of 5% per annum, and is repayable on 31 December 2025.
The loan may be converted into fully paid HUI ordinary
shares at a conversion price of 20p per share. The funds will be
used for working capital and investment capital requirements.
We also appointed James Nicholls-May as our Chief Financial
Officer in April. James, a graduate of Management and Mathematics
from the University of Sheffield, brings extensive finance
experience to his new role. He was previously Head of Finance at
ASL Global, a global marketing services group, and European Finance
Manager for Airways Aviation Academy Limited. James has operated in
55 markets, and he will play a crucial role in our future
expansion. He is an incredible asset to the Company.
To provide additional technical expertise, we appointed Duncan
Snelling as an Engineering Consultant. Duncan is a Chartered
Engineer with over 25 years of experience in project development
and management, specialising in industrial gases, hydrogen
generation, carbon capture, and renewable energy. He has worked on
engineering projects across various regions, including the UK,
Europe, the Middle East, Africa, and Asia, primarily with Air
Products, where he spent most of his career as part of the global
engineering business. Duncan obtained his Electrical Engineering
degree from the University of Queensland, Australia, and his Master
of Science from Imperial College, London. He has extensive
knowledge of project management tools and techniques, as well as
business process analysis. Thanks to Duncan we have made huge
progress on the technical part of the business.
Many of you are already aware of our accomplishments so far in
2023. We are investing in marketing and outreach initiatives to
raise awareness of our projects and their potential benefits, as
well as engaging with policymakers and other stakeholders to
advocate for supportive policies and regulations. But my excitement
about the future is tempered by anxiety about the scale of the
environmental catastrophe our planet faces. Plastic pollution is a
global problem and it is imperative that we work together to solve
it . I cited Viktor Frankl earlier and I make no apologies for
ending by quoting him again. "Everyone has his own specific
vocation or mission in life; everyone must carry out a concrete
assignment that demands fulfillment. Therein he cannot be replaced,
nor can his life be repeated, thus, everyone's task is unique as
his specific opportunity to implement it."
My vocation is to create value for our shareholders, who have
believed in HUI from the beginning and continue to do so. I
sincerely hope our shareholder base will grow. It is only with your
support that we can complete our mission to build the first plastic
to hydrogen facility in the world.
Yours faithfully,
A Binkowska
Chief Executive Officer
28 April 2023
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIODED 31 DECEMBER 2022
Year ended Period ended
31 December 31 December
2022 2021
Notes GBP GBP
============================ ===== =========== ===========
Administrative expenses (1,492,297) (1,036,645)
============================ ===== =========== ===========
Operating loss 5 (1,492,297) (1,036,645)
Investment revenues 6 4 184
============================ ===== =========== ===========
Loss before taxation Income (1,492,293) (1,036,461)
tax expense 7 - -
============================ ===== =========== ===========
Loss for the year (1,492,293) (1,036,461)
============================ ===== =========== ===========
(Loss)/Profit for the financial year is all attributable to the
owners of the parent company.
Total comprehensive income for the year is all attributable to
the owners of the parent company.
Earnings per share
Basic (pence) 8 (0.48) (0.40)
Earnings per share from continuing
operations
Basic (pence) (0.48) (0.40)
=================================== ============= ========
The income statement has been prepared on the basis that all
operations are continuing operations.
GROUP STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
2022 2021
Notes GBP GBP
=============================== ======= =============== ==============
Non-current assets
Property, plant and equipment 9 516,308 386,533
Investments 10 425,315 -
=============================== ======= =============== ==============
941,623 386,533
=============================== ======= =============== ==============
Current assets
Trade and other receivables 12 97,855 1,995,864
Cash and cash equivalents 2,993,960 2,697,612
=============================== ======= =============== ==============
3,091,815 4,693,476
=============================== ======= =============== ==============
Current liabilities
Trade and other payables 13 108,540 505,071
Borrowings 14 570,175 -
=============================== ======= =============== ==============
678,715 505,071
=============================== ======= =============== ==============
Net current assets 2,413,100 4,188,405
=============================== ======= =============== ==============
Net assets 3,354,723 4,574,938
=============================== ======= =============== ==============
Equity
Called up share capital 18 384,320 344,320
Share premium account 19 5,174,684 2,214,684
Other reserves 21 324,473 3,052,395
Retained earnings (2,528,754) (1,036,461)
=============================== ======= =============== ==============
Total equity 3,354,723 4,574,938
=============================== ======= =============== ==============
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2022
Share
Share premium Other Retained Total
Notes capital account reserves earnings GBP
GBP GBP GBP GBP
=================== ======= ================ =================== ================== ============== =============
Balance at 1 - - - - -
October
2020
Period ended 31
December
2021:
Loss and total
comprehensive
income for the
period - - - (1,036,461) (1,036,461)
Issue of share
capital 18 344,320 2,214,684 - - 2,559,004
Recognition of
shares
to be issued - - 3,000,000 - 3,000,000
Share based payment
expense - - 52,395 - 52,395
=================== ======= ================ =================== ================== ============== =============
Balance at 31
December
2021 344,320 2,214,684 3,052,395 (1,036,461) 4,574,938
=================== ======= ================ =================== ================== ============== =============
Year ended 31
December
2022:
Loss and total
comprehensive
income for the year - - - (1,492,293) (1,492,293)
Issue of share
capital 18 40,000 2,960,000 (3,000,000) - -
Share based payment
expense 21 - - 272,078 - 272,078
=================== ======= ================ =================== ================== ============== =============
Balance at 31
December
2022 384,320 5,174,684 324,473 (2,528,754) 3,354,723
=================== ======= ================ =================== ================== ============== =============
GROUP STATEMENT OF CASHFLOWS
FOR THE PERIODED 31 DECEMBER 2022
2022 2021
Notes GBP GBP GBP GBP
Cash flows from operating activities
Cash generated from/(absorbed by)
operations 28 281,625 (594,920)
============================ ========== =============================== =================================
Net cash inflow/(outflow) from
operating activities 281,625 (594,920)
============================ ========================== =============== ============= ==================
Investing activities
Purchase of unincorporated
business (89) -
Purchase of property, plant
and equipment (130,052) (386,556)
Purchase of investments (425,315) -
Interest received 4 184
============================ ========================== =============== ============= ==================
Net cash used in investing
activities (555,452) (386,372)
Financing activities
Proceeds from issue of
shares - 3,678,904
Proceeds from borrowings 570,175 -
============================ ========================== =============== ============= ==================
Net cash generated from
financing activities 570,175 3,678,904
============================ ========================== =============== ============= ==================
Net increase in cash and
cash equivalents 296,348 2,697,612
Cash and cash equivalents at
beginning of year 2,697,612 -
============================ ========================== =============== ============= ==================
Cash and cash equivalents at
end of year 2,993,960 2,697,612
============================ ========================== =============== ============= ==================
NOTES TO THE GROUP FINANCIAL STATEMENTS FOR THE YEARED 31
DECEMBER 2022
1 Accounting policies
Company information
Hydrogen Utopia International PLC ("the company") is a public
company limited by shares incorporated in England and Wales. The
registered office is C/O Laytons Llp, 3rd Floor Pinners Hall,
105-108 Old Broad Street, London, United Kingdom, EC2N 1ER. The
company's principal activities and nature of its operations are
disclosed in the directors' report.
The group consists of Hydrogen Utopia International PLC and all
of its subsidiaries.
1.1 Accounting convention
The financial statements have been prepared in accordance with
UK adopted international accounting standards (IFRSs) 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 group. Monetary amounts in these
financial statements are rounded to the nearest GBP.
The financial statements have been prepared under the historical
cost convention. The principal accounting policies adopted are set
out below.
Changes in accounting policies and disclosures
The Group has applied, where applicable, the following new and
revised IFRS standards and interpretations for the first time for
their annual reporting period commencing 1 January 2022:
-- IFRS 3 Business Combinations - Amendments to IFRS 3
-- IFRS 1 First-time Adoption of IFRS, IFRS 9 Financial Instruments,
IFRS 16 Leases -annual improvements 2018-2020 cycle
-- IAS 16 Property, Plant and Equipment - proceeds before
intended use
-- IAS 37 Provisions, Contingent Liabilities and Contingent
Assets
-- Onerous contracts-Cost of Fulfilling a contract (Amendment
to IAS 37)
None of these new standards, amendments or interpretations,
effective for the first time for the period beginning on or after 1
January 2022, have had a material impact on the Group.
Standards and interpretations not yet applicable
The following standards and interpretations (and amendments
thereto), have been issued by the IASB and IFRIC which are not yet
effective and have not been applied in these financial statements,
many of which are either not relevant to the Group or have no
impact on the financial statements of the Group:
Effective Dates*
-- FRS 17 Insurance Contracts and Amendments 1 January 2023
to IFRS 17
-- IAS 1 - Classification of liabilities 1 January 2023
-- Disclosure of accounting policies(Amendments 1 January 2023
to IAS 1 and IFRS Practice Statement 2)
-- Definition of accounting estimates (Amendments 1 January 2023
to IAS 8)
-- Deferred Tax Related to Assets and Liabilities 1 January 2023
Arising from a Single Transaction - Amendments
to IAS 12 Income Taxes
-- Initial Application of IFRS 17 and IFRS 9 1 January 2023
- Comparative Information (Amendments to
IFRS 17)
-- Lease Liability in a Sale and Leaseback (Amendments 1 January 2024
to IFRS 16-Leases)
* The effective dates stated above are those given in the
original IASB/IFRIC standards and interpretations. As the Group
prepares its financial statements in accordance with IFRS that have
been adopted by the UK to 31 December 2022, the application of new
standards and interpretations will be subject to them having been
endorsed for use in the UK from 1 January 2023. In the majority of
cases this will result in an effective date consistent with that
given in the original standard or interpretation but the need for
endorsement restricts the Group discretion to early adopt
standards.
1.2 Business Combinations
The cost of a business combination is the fair value at the
acquisition date of the assets given, equity instruments issued and
liabilities incurred or assumed, plus costs directly attributable
to the business combination. The excess of the cost of a business
combination over the fair value of the identifiable assets,
liabilities and contingent liabilities acquired is recognised as
goodwill.
The cost of the combination includes the estimated amount of
contingent consideration that is probable and can be measured
reliably, and is adjusted for changes in contingent consideration
after the acquisition date.
Provisional fair values recognised for business combinations in
previous periods are adjusted retrospectively for final fair values
determined in the 12 months following the acquisition date.
1.3 Basis of consolidation
The consolidated group financial statements consist of the
financial statements of the parent company Hydrogen Utopia
International PLC together with all entities controlled by the
parent company (its subsidiaries) and the group's share of its
interests in joint ventures and associates.
All financial statements are made up to 31 December 2022. Where
necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used into line with
those used by other members of the group.
All intra-group transactions, balances and unrealised gains on
transactions between group companies are eliminated on
consolidation. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the asset
transferred.
Subsidiaries are consolidated in the group's financial
statements from the date that control commences until the date that
control ceases.
Entities in which the group holds an interest and which are
jointly controlled by the group and one or more other venturers
under a contractual arrangement are treated as joint ventures.
Entities other than subsidiary undertakings or joint ventures, in
which the group has a participating interest and over whose
operating and financial policies the group exercises a significant
influence, are treated as associates.
Investments in joint ventures and associates are carried in the
group statement of financial position at cost plus post-acquisition
changes in the group's share of the net assets of the entity, less
any impairment in value. The carrying values of investments in
joint ventures and associates include acquired goodwill.
If the group's share of losses in a joint venture or associate
equals or exceeds its investment in the joint venture or associate,
the group does not recognise further losses unless it has incurred
obligations to do so or has made payments on behalf of the joint
venture or associate.
Unrealised gains arising from transactions with joint ventures
and associates are eliminated to the extent of the group's interest
in the entity.
The Company acquired its 100% interest in HU2021 International
UK Ltd (2021), Hydropolis United (2021), Plastic Gold (2021) and
Alister Future Technologies by way of a share for share exchange.
This is a business combination involving entities under common
control and the consolidated financial statements are issued in the
name of the Group, but they are a continuance of those of HU2021
International UK Ltd, Hydropolis United, Plastic Gold and Alister
Future Technologies. Therefore, the assets and liabilities of
HU2021 International UK Ltd, Hydropolis United, Plastic Gold and
Alister Future Technologies have been recognised and measured in
these consolidated financial statements at their pre combination
carrying values. The retained earnings and other equity balances
recognised in these consolidated financial statements are the
retained earnings and other equity balances of the Company, HU2021
International UK Ltd, Hydropolis United, Plastic Gold and Alister
Future Technologies. The equity structure appearing in these
consolidated financial statements (the number and the type of
equity instruments issued) reflect the equity structure of the
Company including equity instruments issued by the Company to
affect the consolidation. Inter-company transactions, balances and
unrealised gains on transactions between Group companies are
eliminated during the consolidation process.
1.4 Going concern
The directors have at the time of approving the financial
statements, a reasonable expectation that the group has adequate
resources to continue in operational existence for the foreseeable
future. In coming to this conclusion, the directors have reviewed
the group's working capital requirements over the next 18 months,
taking into account the net proceeds from the share issue in
January 2022. Reasonable downside sensitivities have been
considered under differing scenarios in the working capital model
all of which show the group has available financial resources to
meet all commitments as they fall due. The cash position at the
year-end was GBP3m. The directors continue to monitor cash
forecasts closely and are involved in the day to day running of the
business.
Thus the directors continue to adopt the going concern basis of
accounting in preparing the financial statements.
The nature, timing of satisfaction of performance obligations
and significant payment terms of the group's major sources of
revenue are as follows:
1.5 Property, plant and equipment
Property, plant and equipment are initially measured at cost and
subsequently measured at cost or valuation, net of depreciation and
any impairment losses.
Depreciation is recognised so as to write off the cost or
valuation of assets less their residual values over their useful
lives on the following bases:
Computers 20% Straight line
Assets Under Construction 5% Straight line (once in use)
The gain or loss arising on the disposal of an asset is
determined as the difference between the sale proceeds and the
carrying value of the asset, and is recognised in the income
statement.
1.6 Non-current investments
Interests in subsidiaries, associates and jointly controlled
entities are initially measured at cost and subsequently measured
at cost less any accumulated impairment losses. The investments are
assessed for impairment at each reporting date and any impairment
losses or reversals of impairment losses are recognised immediately
in profit or loss.
A subsidiary is an entity controlled by the parent company.
Control is the power to govern the financial and operating policies
of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a
joint venture, in which the group holds a long-term interest and
has significant influence. The group considers that it has
significant influence where it has the power to participate in the
financial and operating decisions of the associate.
Entities in which the group has a long term interest and shares
control under a contractual arrangement are classified as jointly
controlled entities.
1.7 Impairment of tangible and intangible assets
At each reporting end date, the group reviews the carrying
amounts of its tangible assets to determine whether there is any
indication that those assets have suffered an impairment loss. If
any such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of the impairment loss
(if any). Where it is not possible to estimate the recoverable
amount of an individual asset, the group estimates the recoverable
amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to
sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset for
which the estimates of future cash flows have not been
adjusted.
If the recoverable amount of an asset (or cash-generating unit)
is estimated to be less than its carrying amount, the carrying
amount of the asset (or cash-generating unit) is reduced to its
recoverable amount. An impairment loss is recognised immediately in
profit or loss, unless the relevant asset is carried at a revalued
amount, in which case the impairment loss is treated as a
revaluation decrease.
Where an impairment loss subsequently reverses, the carrying
amount of the asset (or cash-generating unit) is increased to the
revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised
for the asset (or cash-generating unit) in prior years. A reversal
of an impairment loss is recognised immediately in profit or loss,
unless the relevant asset is carried at a revalued amount, in which
case the reversal of the impairment loss is treated as a
revaluation increase.
1.8 Cash and cash equivalents
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.
1.9 Financial assets
Financial assets are recognised in the group's statement of
financial position when the group 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.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of
financial assets is not met, a financial asset is classified as
measured at fair value through profit or loss. Financial assets
measured at fair value through profit or loss are recognized
initially at fair value and any transaction costs are recognised in
profit or loss when incurred. A gain or loss on a financial asset
measured at fair value through profit or loss is recognised in
profit or loss, and is included within finance income or finance
costs in the statement of income for the reporting period in which
it arises.
Financial assets held at amortised cost
Financial instruments are classified as financial assets
measured at amortised cost where the objective is to hold these
assets in order to collect contractual cash flows, and the
contractual cash flows are solely payments of principal and
interest. They arise principally from the provision of goods and
services to customers (eg trade receivables). They are initially
recognised at fair value plus transaction costs directly
attributable to their acquisition or issue, and are subsequently
carried at amortised cost using the effective interest rate method,
less provision for impairment where necessary.
Financial assets at fair value through other comprehensive
income
Debt instruments are classified as financial assets measured at
fair value through other comprehensive income where the financial
assets are held within the group's business model whose objective
is achieved by both collecting contractual cash flows and selling
financial assets, and the contractual terms of the financial asset
give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
A debt instrument measured at fair value through other
comprehensive income is recognised initially at fair value plus
transaction costs directly attributable to the asset. After initial
recognition, each asset is measured at fair value, with changes in
fair value included in other comprehensive income. Accumulated
gains or losses recognised through other comprehensive income are
directly transferred to profit or loss when the debt instrument is
derecognised.
The parent company has made an irrevocable election to recognize
changes in fair value of investments in equity instruments through
other comprehensive income, not through profit or loss. A gain or
loss from fair value changes will be shown in other comprehensive
income and will not be reclassified subsequently to profit or loss.
Equity instruments measured at fair value through other
comprehensive income are recognized initially at fair value plus
transaction cost directly attributable to the asset. After initial
recognition, each asset is measured at fair value, with changes in
fair value included in other comprehensive income. Accumulated
gains or losses recognized through other comprehensive income are
directly transferred to retained earnings when the equity
instrument is derecognized or its fair value substantially
decreased. Dividends are recognized as finance income in profit or
loss.
Impairment of financial assets
Financial assets, other than those measured at fair value
through profit or loss, are assessed for indicators of impairment
at each reporting end date.
Financial assets are impaired where there is objective evidence
that, as a result of one or more events that occurred after the
initial recognition of the financial asset, the estimated future
cash flows of the investment have been affected.
Derecognition of financial assets
Financial assets are derecognised only when the contractual
rights to the cash flows from the asset expire, or when it
transfers the financial asset and substantially all the risks and
rewards of ownership to another entity.
1.10 Financial liabilities
The group recognises financial debt when the group becomes a
party to the contractual provisions of the instruments. Financial
liabilities are classified as either 'financial liabilities at fair
value through profit or loss' or 'other financial liabilities.
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as measured at fair value
through profit or loss when the financial liability is held for
trading. A financial liability is classified as held for trading
if:
-- it has been incurred principally for the purpose of selling
or repurchasing it in the near term, or
-- on initial recognition it is part of a portfolio of identified
financial instruments that are managed together and has
a recent actual pattern of short-term profit taking, or
-- it is a derivative that is not a financial guarantee contract
or a designated and effective hedging instrument.
Financial liabilities at fair value through profit or loss are
stated at fair value with any gains or losses arising on
remeasurement recognised in profit or loss.
Other financial liabilities
Other financial liabilities, including borrowings, trade
payables and other short-term monetary liabilities, are initially
measured at fair value net of transaction costs directly
attributable to the issuance of the financial liability. They are
subsequently measured at amortised cost using the effective
interest method. For the purposes of each financial liability,
interest expense includes initial transaction costs and any premium
payable on redemption, as well as any interest or coupon payable
while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the
group's obligations are discharged, cancelled, or they expire.
1.11 Equity instruments
Equity instruments issued by the parent company are recorded at
the proceeds received, net of direct issue costs. Dividends payable
on equity instruments are recognised as liabilities once they are
no longer payable at the discretion of the company.
1.12 Derivatives
Derivatives are initially recognised at fair value at the date a
derivative contract is entered into and are subsequently remeasured
to fair value at each reporting end date. The resulting gain or
loss is recognised in profit or loss immediately unless the
derivative is designated and effective as a hedging instrument, in
which event the timing of the recognition in profit or loss depends
on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a
financial asset, whereas a derivative with a negative fair value is
recognised as a financial liability. A derivative is presented as a
non-current asset or liability if the remaining maturity of the
instrument is more than 12 months and it is not expected to be
realised or settled within 12 months. Other derivatives are
classified as current.
1.13 Taxation
The tax expense represents the sum of the tax currently payable
and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the
year. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense
that are taxable or deductible in other years and it further
excludes items that are never taxable or deductible. The group's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the reporting end
date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit, and is accounted for using the
balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the temporary difference arises
from goodwill or from the initial recognition of other assets and
liabilities in a transaction that affects neither the tax profit
nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each
reporting end date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the asset to be recovered. Deferred tax is
calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset is realised.
Deferred tax is charged or credited in the income statement, except
when it relates to items charged or credited directly to equity, in
which case the deferred tax is also dealt with in equity. Deferred
tax assets and liabilities are offset when the group has a legally
enforceable right to offset current tax assets and liabilities and
the deferred tax assets and liabilities relate to taxes levied by
the same tax authority.
1.14 Employee benefits
The costs of short-term employee benefits are recognised as a
liability and an expense, unless those costs are required to be
recognised as part of the cost of inventories or non-current
assets.
The cost of any unused holiday entitlement is recognised in the
period in which the employee's services are received.
Termination benefits are recognised immediately as an expense
when the group is demonstrably committed to terminate the
employment of an employee or to provide termination benefits.
1.15 Retirement benefits
Payments to defined contribution retirement benefit schemes are
charged as an expense as they fall due.
1.16 Share-based payments
Equity-settled share-based payments are measured at fair value
at the date of grant by reference to the fair value of the equity
instruments granted using the Black-Scholes model. The fair value
determined at the grant date is expensed on a straight-line basis
over the vesting period, based on the estimate of shares that will
eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based
payments at the time they were granted are subsequently modified,
the fair value of the share-based payment under the original terms
and conditions and under the modified terms and conditions are both
determined at the date of the modification. Any excess of the
modified fair value over the original fair value is recognised over
the remaining vesting period in addition to the grant date fair
value of the original share-based payment. The share-based payment
expense is not adjusted if the modified fair value is less than the
original fair value.
Cancellations or settlements (including those resulting from
employee redundancies) are treated as an acceleration of vesting
and the amount that would have been recognised over the remaining
vesting period is recognised immediately.
In the case of options granted, fair value is measured by a
Black-Scholes pricing model.
1.17 Leases
At inception, the group assesses whether a contract is, or
contains, a lease within the scope of IFRS 16. A contract is, or
contains, a lease if the contract conveys the right to control the
use of an identified asset for a period of time in exchange for
consideration. Where a tangible asset is acquired through a lease,
the group recognises a right- of-use asset and a lease liability at
the lease commencement date. Right-of-use assets are included
within property, plant and equipment, apart from those that meet
the definition of investment property.
The group has elected not to recognise right-of-use assets and
lease liabilities for short-term leases of machinery that have a
lease term of 12 months or less, or for leases of low-value assets
including IT equipment. The payments associated with these leases
are recognised in profit or loss on a straight-line basis over the
lease term.
1.18 Foreign exchange
Transactions in currencies other than pounds sterling are
recorded at the rates of exchange prevailing at the dates of the
transactions. At each reporting end date, monetary assets and
liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing on the reporting end date.
Gains and losses arising on translation in the period are included
in profit or loss.
2 Critical accounting estimates and judgements
In the application of the company's accounting policies, the
directors are required to make judgements, estimates and
assumptions about the carrying amount of assets and liabilities
that are not readily apparent from other sources. The estimates and
associated assumptions are based on historical experience and other
factors that are considered to be relevant. Actual results may
differ from these estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised, if the revision
affects only that period, or in the period of the revision and
future periods if the revision affects both current and future
periods.
The estimates and assumptions which have a significant risk of
causing a material adjustment to the carrying amount of assets and
liabilities are outlined below.
Critical judgements
Estimation of share-based payment costs
Where appropriate, the Group estimates the fair value of
share-based payments using the Black-Scholes model taking into
account the terms and conditions upon which the share-based payment
was granted.
3 Auditor's remuneration
Fees payable to the company's auditor and associates:
2022 2021
GBP GBP
================================================================ ======= =======
For audit services
Audit of the financial statements of the group and company 30,000 15,000
Audit of the financial statements of the company's subsidiaries 4,000 5,000
================================================================ ======= =======
34,000 20,000
================================================================ ======= =======
Gerald Edelman LLP also received GBP33,500 for non-audit work in
relation to reporting accountant services for the LSE main market
listing.
4 Employees
2022 2021
Number Number
====================================== ======= =======
Directors 6 2
Employees 1 -
====================================== ======= =======
Total 7 2
====================================== ======= =======
The aggregate remuneration comprised:
2022 2021
GBP GBP
====================================== ======= =======
Wages and salaries 339,865 63,334
Share based payments 272,078 52,395
Social security costs 36,471 1,653
Pension costs 3,801 305
====================================== ======= =======
652,215 117,687
====================================== ======= =======
The average monthly number of persons (including directors)
employed by the group during the year was:
The highest paid director received GBP60,000 (2021 - GBP15,000)
during the period with the company average remuneration of
GBP48,552 (2021 - GBP15,000).
5 Operating profit/(loss)
2022 2021
GBP GBP
================================================================== ======= =======
Operating loss for the year is stated after charging/(crediting):
Exchange (gains)/losses (3,676) 8,289
Fees payable to the company's auditor for the
audit of the company's financial statements 30,000 20,000
Depreciation of property, plant and equipment 277 23
Share-based payments 272,078 52,395
================================================================== ======= =======
6 Investment income
2022 2021
GBP GBP
================================================================== ======= =======
Interest income
Financial instruments measured at amortised cost:
Bank deposits 4 184
================================================================== ======= =======
7 Taxation
The charge for the year can be reconciled to the profit/(loss)
per the income statement as follows:
2022 2021
GBP GBP
=========================================== =========== ===========
Profit/(loss) before taxation (1,492,293) (1,036,461)
=========================================== =========== ===========
Expected tax credit based on a corporation
tax rate of 19.00% (2021: 19.00%) (283,536) (196,928)
Unutilised tax losses carried forward 283,536 196,928
=========================================== =========== ===========
Taxation charge for the year - -
=========================================== =========== ===========
As at 31 December 2022 the Group had unrelieved tax losses of
approximately GBP2,475,627 (2021 - GBP1,036,461). A deferred tax
asset of GBP469,458 (2021 - GBP196,928) has not been recognised in
respect of these losses. From 1 April 2023, the corporation tax
rate is due to rise to 25%; given the directors do not expect to
realise a profit before this date the deferred tax asset would
increase to GBP611,478.
8 Earnings per share
2022 2021
GBP GBP
================================================== ============ ============
Number of shares
Weighted average number of ordinary shares
for basic earnings per share 312,852,798 256,298,031
================================================== ============ ============
Earnings (all attributable to equity shareholders
of the company)
Continuing operations
Loss for the period from continued operations (1,492,293) (1,036,461)
================================================== ============ ============
Earnings per share for continuing operations
Basic earnings per share (pence) (0.48) 0.40
================================================== ============ ============
Basic earnings per share
From continuing operations (pence) (0.48) (0.40)
================================================== ============ ============
Basic earnings per share is calculated by dividing the earnings
attributable to ordinary shareholders by the weighted average
number of shares outstanding during the year.
9 Property, plant and equipment
Assets under Computers Total
construction
GBP GBP GBP
======================================== ============= ========== =======
Cost
At 1 October 2020 - - -
Additions 384,862 1,694 386,556
======================================== ============= ========== =======
At 31 December 2021 384,862 1,694 386,556
Additions 128,975 1,077 130,052
======================================== ============= ========== =======
At 31 December 2022 513,837 2,771 516,608
======================================== ============= ========== =======
Accumulated depreciation and impairment
At 1 October 2020 - - -
Charge for the year - 23 23
======================================== ============= ========== =======
At 31 December 2021 - 23 23
Charge for the year - 277 277
======================================== ============= ========== =======
At 31 December 2022 - 300 300
======================================== ============= ========== =======
Carrying amount
At 31 December 2022 513,837 2,471 516,308
======================================== ============= ========== =======
At 31 December 2021 384,862 1,671 386,533
======================================== ============= ========== =======
The assets under construction are chemical conversion chambers
for the HUI plant, which are being developed to shortly be
installed in one of our facilities. The useful life of such an
asset is expected to be 20 years and will be depreciated on a
straight line basis once in use. The chamber is expected to be
operational in January 2025.
10 Investments
Current Non-current
2022 2021 2022 2021
GBP GBP GBP GBP
=================================== ==== ==== ======= ====
Investments held at amortised cost - - 425,315 -
=================================== ==== ==== ======= ====
Fair value of financial assets carried at amortised cost
Except as detailed below, the directors believe that the
carrying amounts of financial assets carried at amortised cost in
the financial statements approximate to their fair values.
11 Subsidiaries
Details of the company's subsidiaries at 31 December 2022 are as
follows:
Name of undertaking Registered office Class of Direct % Held
shares held Voting
============================ =================== ============= ======= =======
HU2021 International UK
Ltd United Kingdom Ordinary 100.00 100.00
Hydropolis United Poland Ordinary 100.00 100.00
Plastic Gold Greece Ordinary 100.00 100.00
Alister Future Technologies
(AFT) Limited Ireland Ordinary 100.00 100.00
Eranova Longford Ltd Ireland Ordinary 100.00 100.00
============================ =================== ============= ======= =======
The investments in subsidiaries are all stated at cost. Plastic
Gold is a wholly controlled subsidiary by way of its shareholders
giving full control to the directors of HUI PLC. Eranova Longford
Ltd is a subsidiary of Alister Future Technologies (AFT) Ltd.
12 Trade and other receivables
2022 2021
GBP GBP
=============================== ====== =========
VAT recoverable 53,781 76,226
Other receivables 652 1,904,203
Prepayments 43,422 15,435
=============================== ====== =========
97,855 1,995,864
=============================== ====== =========
Included within other receivables above is GBPnil (2021 -
GBP1,880,000) in respect of shares to be issued not yet paid.
13 Trade and other payables
2022 2021
GBP GBP
=================================== ======= =======
Trade payables 17,830 137,686
Accruals 89,934 342,231
Social security and other taxation - 9,873
Other payables 776 15,281
=================================== ======= =======
108,540 505,071
=================================== ======= =======
2022 2021
GBP GBP
=================================== ======= =======
Borrowings held at amortised cost:
Loans from shareholder 570,175 -
=================================== ======= =======
Trade payables and accruals principally comprise amounts
outstanding for trade purchases and ongoing costs. The average
credit period taken for trade purchases is 12 days. For most
suppliers no interest is charged on amounts payable for the first
30 days after the date of the invoice. Thereafter, interest is
charged at various rates. The company has financial risk management
policies in place to ensure that all payables are paid within the
pre-agreed credit terms.
The directors consider that the carrying amount of trade
payables approximates to their fair value.
14 Borrowings
2022 2021
GBP GBP
================================== ======== ====
Borrowings held at amortised cost: 570,175 -
Loans from shareholder
================================== ======== ====
15 Liquidity risk
The following table details the remaining contractual maturity
for the group's financial liabilities with agreed repayment
periods. The contractual maturity is based on the earliest date on
which the group may be required to pay.
Less than 1 month
GBP
At 31 December 2021
Trade and other payables 184,453
========================== ========
At 31 December 2022
Trade and other payables 108,540
========================== ========
Liquidity risk management
Responsibility for liquidity risk management rests with the
board of directors, which has established an appropriate liquidity
risk management framework for the management of the company's
funding and liquidity management requirements. The company manages
liquidity risk by maintaining adequate reserves, banking facilities
and reserve borrowing facilities, by continuously monitoring
forecast and actual cash flows, and by matching the maturity
profiles of financial assets and liabilities. In line with Note 13,
the Company always pays its suppliers within contractual terms and
per the cashflow and going concern note 1.4 the company has no
liquidity issues as current assets, predominantly held in cash, far
outweigh current liabilities.
16 Market risk
Market risk management
Foreign exchange risk
The carrying amounts of the group's foreign currency denominated
monetary assets and liabilities at the reporting date are as
follows:
Assets Liabilities
2022 2021 2022 2021
GBP GBP GBP GBP
======= ====== =========== ======
947,934 41,688 133,793 86,146
======= ====== =========== ======
Whilst the company takes steps to minimise its exposure to
foreign exchange risk, changes in foreign exchange rates will have
an impact on profit or loss.
The main currencies in which the Group operates are the Pound
Sterling, Polish Z oty and the Euro.
The group's principal foreign currency exposures arise from
trading with overseas companies. Group policy permits but does not
demand that these exposures may be hedged in order to fix the cost
in sterling.
Interest rate risk
Whilst the company takes steps to minimise its exposure to cash
flow interest rate risk, changes in interest rates will have an
impact on profit.
The group currently has minimal exposure to fair value interest
rate risk due to lack of borrowings through bank overdrafts and
loans.
17 Retirement benefit schemes
2022 2021
GBP GBP
================================================ ====== ====
Defined contribution schemes
Charge to profit or loss in respect of defined
contribution schemes 3,801 305
================================================ ====== ====
The group operates a defined contribution retirement benefit
scheme for all qualifying employees. The assets of the scheme are
held separately from those of the group. The company contributes a
specified percentage of payroll costs to the retirement benefit
scheme to fund the benefits. The only obligation of the group with
respect to the scheme is to make the specified contributions.
18 Share capital
Ordinary share capital 2022 2021 2022 2021
Number Number GBP GBP
========================= ============ ============ ======== ========
Issued and fully paid
Ordinary shares of 0.1p
each 384,320,000 344,320,000 384,320 344,320
========================= ============ ============ ======== ========
On 6 January 2022, the Company issued 40,000,000 shares of
GBP0.001 each for a total consideration of
GBP3,000,000.
19 Share premium account
2022 2021
GBP GBP
========================= ========= =========
At the beginning of the
year 2,214,684 -
========================= ========= =========
Issue of new shares 2,960,000 2,471,800
Transaction costs - (257,116)
========================= ========= =========
At the end of the year 5,174,684 2,214,684
========================= ========= =========
20 Share-based payment transactions
The company has a share option scheme for some employees.
Options are exercisable at price equal to the average quoted market
price of the company's shares on the date of grant. The vesting
period is one year. If options remain unexercised after a period of
ten years from the date of grant the options expire. Options are
forfeited if the employee leaves the company before the options
vest.
Number of share options Weighted average exercise
price
2022 2021 2022 2021
GBP GBP
============================================ ===== =========================== =====
Outstanding at 1
January 2022 25,226,666 - 1,288,000 -
Granted in the period 2,329,730 25,226,666 218,350 1,288,000
Forfeited in the
period (1,066,666) - (80,000) -
====================== ============ ============= ============= ===================
Outstanding at 31
December 2022 26,489,730 25,226,666 1,426,350 1,288,000
====================== ============ ============= ============= ===================
Exercisable at 31
December 2022 - 24,160,000 - 1,208,000
====================== ============ ============= ============= ===================
The options outstanding at 31 December 2022 had an exercise
price ranging from GBP0.05 to GBP0.09725, and a remaining
contractual life of about 8.79 years.
During the period ended 31 December 2022, options were granted
on 9 August 2022 and 10 August 2022. The weighted average fair
value of the options on the measurement dates was GBP30,314. Fair
value was measured using the Black-Scholes model.
Inputs were as follows:
2022 2021
=============================================== ======= ======
Weighted average share price 0.054 0.051
Weighted average exercise price 0.054 0.051
Expected volatility 66% 66%
Expected life 1 1
Risk free rate 2.093% 0.483%
=============================================== ======= ======
Due to a lack of historical data, volatility
was based on data from similar companies.
2022 2021
GBP GBP
=============================================== ======= ======
Expenses
Related to equity settled share based payments 272,078 52,395
=============================================== ======= ======
21 Other reserves
Shares to be issued Share based Total
reserve payments
reserve
GBP GBP GBP
============================ =================== =========== ===========
Balance at 1 October 2020 - - -
Additions 3,000,000 52,395 3,052,395
============================ =================== =========== ===========
Balance at 31 December 2021 3,000,000 52,395 3,052,395
Additions - 272,078 272,078
Other movements (3,000,000) - (3,000,000)
============================ =================== =========== ===========
Balance at 31 December 2022 - 324,473 324,473
============================ =================== =========== ===========
Shares to be issued reserve consisted of funds received in
advance of Admission in January 2022.
22 Acquisitions of a business
On 9 June 2022 the group incorporated in Ireland Alister Future
Techologies (AFT) Limited, which is a wholly owned subsidiary of
HUI.
On 29th July 2022 the group incorporated in Ireland Eranova
Tipperary Limited, renamed as Eranova Longford Limited, a wholly
owned subsidiary of AFT.
Net assets of business acquired Book Value Adjustments Fair Value
GBP GBP GBP
=================================== ========== =========== ==========
Trade and other receivables 89 - 89
=================================== ========== =========== ==========
Non-controlling interests Goodwill -
-
=================================== ========== =========== ==========
Total consideration 89
=================================== ========== =========== ==========
The consideration was satisfied GBP
by:
=================================== ========== =========== ==========
Cash 89
=================================== ========== =========== ==========
Net cash outflow arising on GBP
acquisition
=================================== ========== =========== ==========
Cash consideration
Less: Cash and cash equivalents 89
acquired -
=================================== ========== =========== ==========
89
=================================== ========== =========== ==========
Contribution by the acquired business for the reporting period
included in the group statement of comprehensive income since
acquisition:
GBP
Revenue -
Loss after tax (21,066)
23 Capital risk management
The group manages its capital to ensure that it will be able to
continue as a going concern while maximising the return to
stakeholders through the optimisation of the debt and equity
balance,
The capital structure of the group consists of debt and equity
comprising share capital, reserves and retained earnings. The group
reviews the capital structure annually and as part of this review
considers that cost of capital and the risks associated with each
class of capital.
The group is not subject to any externally imposed capital
requirements.
Currently the group will fund much of its first plant from
shareholder equity raised funds. However, going forward the group
has a high target gearing ratio as the group plans to raise debt
against each plant to leverage relatively cheap debt costs in the
current market.
24 Events after the reporting date
On 9 January 2023 the Company's Ordinary shares commences
trading on the main market of the London Stock Exchange under
symbol HUI.
On 11 January 2023, Executive Director, Howard White, purchased
an additional 350,000 Ordinary Shares at an average price of
16.1277p per Ordinary Share, bringing his total interest in
Ordinary Shares to 15,310,834.
On 23 January 2023 Novum Securities Limited exercised all of
their warrants to subscribe for 1,200,000 new Ordinary Shares of
0.1p bringing the total number of Ordinary Shares/voting rights in
the Company to 385,520,000.
On 14 February 2023 the Company's Ordinary Shares ceased to be
traded on the AQSE main market.
On 21 March 2023 Heads of Terms were signed between HUI and
Powerhouse Energy PLC (PHE) in relation to a joint venture (JV) at
Longford, Ireland.
On 22 March 2023 the board of directors agreed to a corporate
restructure of expenses incurred under HU2021 during 2020 and 2021
to be recharged to HUI as group expenses. Additionally the board
agreed to transfer the ownership of the Assets under construction
to HUI.
On 3 April 2023 Harold Tillman CBE was granted options over up
to 6,666,666 HUI ordinary shares at an exercise price of 15p per
share exercisable over different periods of time in the 4 years
following his appointment.
On 7 April 2023 a company called HU Future B.V., incorporated in
the Netherlands, was set up which is a wholly owned subsidiary of
HUI.
25 Directors' transactions
As at 31 December 2022 the group owed GBPnil (2021 - GBP60) to A
Binkowska and GBPnil (2021 - GBP40) to S Giles, directors of the
company, in respect of interest free loans that are repayable on
demand.
26 Ultimate controlling party
There is no controlling party of the group.
27 Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel, including
directors, is set out below in aggregate for each of the categories
specified in IAS 24 Related Party Disclosures.
2022 2021
GBP GBP
===================== ======= ======
Share-based payments 272,078 52,395
===================== ======= ======
Other transactions with related parties
During the year the group paid expenses of GBPnil (2021 -
GBP250) for Plastic Power Limited (A Binkowska) and
GBP63 (2021 - GBP340) for The Plastic Neutrality Pledge (A
Binkowska).
The following amounts were outstanding at the reporting end
date:
As at 31 December 2022 the group was owed GBP250 (2021 - GBP250)
by Plastic Power Limited (A Binkowska) and GBP403 (2021 - GBP340)
by The Plastic Neutrality Pledge (A Binkowska) and owed GBPnil
(2021 - GBP2,000) to Orison-IO Limited (H White).
28 Cash generated from/(absorbed by) operations
2022 2021
GBP GBP
==================================================== =========== ============
Loss for the year after tax (1,492,293) (1,036,461)
Adjustments for:
Investment income (4) (184)
Depreciation and impairment of property, plant
and equipment 277 23
Equity settled share based payment expense 272,078 52,395
Movements in working capital:
Decrease/(increase) in trade and other receivables 1,898,098 (1,995,764)
(Decrease)/increase in trade and other payables (396,531) 505,071
Recognition of shares to be issued - 1,880,000
==================================================== =========== ============
Cash generated from/(absorbed by) operations 281,625 (594,920)
==================================================== =========== ============
The funds received from the initial IPO on the AQSE Growth
market on 6 January 2022 were included in the 2021 accounts as
other receivables. This has given rise to the movement in other
receivables during 2022 leading to the positive cash generated from
operations in 2022.
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
2022 2021
Notes GBP GBP GBP GBP
=============================== ===== =========== =========== ============== ===========
Non-current assets
Property, plant and equipment 30 1,433 664
Investments 31 426,331 4,100
=============================== ===== =========== =========== ============== ===========
427,764 4,764
=============================== ===== =========== =========== ============== ===========
Current assets
Trade and other receivables 32 1,339,646 2,983,537
Cash and cash equivalents 2,986,727 2,665,942
=============================== ===== =========== =========== ============== ===========
4,326,373 5,649,479
=============================== ===== =========== =========== ============== ===========
Current liabilities (672,045) (429,622)
=============================== ===== =========== =========== ============== ===========
Net current assets 3,654,328 5,219,857
=============================== ===== =========== =========== ============== ===========
Total assets less current
liabilities 4,082,092 5,224,621
=============================== ===== =========== =========== ============== ===========
Equity
Called up share capital 38 384,320 344,320
Share premium account 5,174,684 2,214,684
Other reserves 324,473 3,052,395
Retained earnings (1,801,385) (386,778)
=============================== ===== =========== =========== ============== ===========
Total equity 4,082,092 5,224,621
=============================== ===== =========== =========== ============== ===========
As permitted by s408 Companies Act 2006, the company has not
presented its own income statement and related notes. The company's
loss for the year was GBP1,414,607 (2021 - GBP386,778).
COMPANY STATEMENT FOR CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2022
Share
Share premium Other Retained Total
Notes capital account reserves earnings GBP
GBP GBP GBP GBP
=================== ======= ================ =================== =================== ============== ============
Balance at 1 - - - - -
October
2020
Period ended 31
December
2021:
Loss and total
comprehensive
income for the
period - - - (386,778) (386,778)
Recognition of
shares
to be issued - - 3,000,000 - 3,000,000
Share based payment
expense - - 52,395 - 52,395
Issue of share
capital 38 344,320 2,214,684 - - 2,559,004
=================== ======= ================ =================== =================== ============== ============
Balance at 31
December
2021 344,320 2,214,684 3,052,395 (386,778) 5,224,621
=================== ======= ================ =================== =================== ============== ============
Year ended 31
December
2022:
Loss and total
comprehensive
income for the year - - - (1,414,607) (1,414,607)
Share based payment
expense - - 272,078 - 272,078
Issue of share
capital 38 40,000 2,960,000 (3,000,000) - -
=================== ======= ================ =================== =================== ============== ============
Balance at 31
December
2022 384,320 5,174,684 324,473 (1,801,385) 4,082,092
=================== ======= ================ =================== =================== ============== ============
29 Accounting policies
Company information
Hydrogen Utopia International PLC is a public company limited by
shares incorporated in England and Wales. The registered office is
Pinners Hall, 105-108 Old Broad Street, London EC2N 1ER. The
company's principal activities and nature of its operations are
disclosed in the directors' report.
29.1 Accounting convention
The financial statements have been prepared in accordance with
Financial Reporting Standard 101,'Reduced Disclosure Framework'
(FRS 101). The financial statements have been prepared under the
historical cost convention, as modified and in accordance with the
Companies Act 2006.
The Company has taken advantage of the following disclosure
exemptions under FRS 101:
-- The requirements of IFRS 7 Financial Instruments: Disclosures;
-- The requirements of IAS 1 Presentation of Financial Statements
to disclose information regarding the management of capital;
-- The requirements of IAS 7 Statement of Cash Flows and
related notes;
-- The requirements of IAS 24 Related Party Disclosures to
disclose key management personnel compensation and to
disclose related party transactions entered into between
members of a group, provided that any subsidiary which
is a party to the transaction is wholly owned;
-- Certain disclosures of IAS 36 Impairment of Assets relating
assumptions and valuation techniques used in impairment
calculations;
-- The requirements of IFRS 2 Share Based Payments to disclose
narrative information concerning share-based payment arrangements;
-- The requirements of IAS 8 Accounting Policies, Changes
in Accounting Estimates and Errors in respect of the impact
standards in issue but not yet effective.
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 GBP.
The company applies accounting policies consistent with those
applied by the group. To the extent that an accounting policy is
relevant to both group and parent company financial statements,
please refer to the group financial statements for disclosure of
the relevant accounting policy.
29.2 Going concern
Refer to note 1.4 of the group financial statements.
29.3 Investments in subsidiaries
The Company's investment in its subsidiaries is carried at cost
less provision for any impairment. Investments denominated in
foreign currency are recorded using the rate of exchange at the
date of acquisition. The carrying value is tested for impairment
when there is an indication that the value of the investment might
be impaired. When carrying out impairment tests these would be
based upon future cash flow forecasts and these forecasts would be
based upon management judgement.
30 Property, plant and equipment
Computers
GBP
================================= ===== ========= ======= =============
Cost
At 1 January 2022 687
Additions 1,046
======================================== ========= ======= =============
At 31 December 2022 1,733
======================================== ========= ======= =============
Accumulated depreciation and
impairment
At 1 January 2022 23
Charge for the year 277
======================================== ========= ======= =============
At 31 December 2022 300
======================================== ========= ======= =============
Carrying amount
At 31 December 2022 1,433
At 31 December 2021 664
======================================== ========= ======= =============
31 Investments
Current Non-current
2022 2021 2022 2021
GBP GBP GBP GBP
================================= ===== ========= ======= =============
Investments held at amortised
cost - - 425,315 -
Investments in subsidiaries - - 1,016 4,100
================================= ===== ========= ======= =============
- - 426,331 4,100
======================================= ========= ======= =============
Fair value of financial assets carried at amortised cost
Except as detailed below the directors believe that the carrying
amounts of financial assets carried at amortised cost in the
financial statements approximate to their fair values.
Investment in subsidiary undertakings
32 Trade and other receivables 2022 2021
GBP GBP
VAT recoverable 35,978 42,931
Amounts owed by subsidiary undertakings 1,260,040 1,039,448
Other receivables 402 1,885,908
Prepayments 43,226 15,250
1,339,646 2,983,537
Details of the company's principal operating subsidiaries are
included in note 10.
Movements in non-current investments
Shares in
subsidiaries Investments Total
GBP GBP GBP
===================================== ============= ============= ===========
Cost or valuation
At 1 January 2022 4,100 - 4,100
Additions - 425,315 425,315
Other movements (3,084) - (3,084)
===================================== ============= ============= ===========
At 31 December 2022 1,016 425,315 426,331
===================================== ============= ============= ===========
Carrying amount
At 31 December 2022 1,016 425,315 426,331
===================================== ============= ============= ===========
At 31 December 2021 4,100 - 4,100
===================================== ============= ============= ===========
Included within other receivables above is GBPnil (2021 -
GBP1,880,000) in respect of shares to be issued not yet paid.
33 Trade and other payables
2022 2021
GBP GBP
=================================== ======= =======
Trade payables 16,595 73,737
Accruals 84,500 332,731
Social security and other taxation - 9,873
Other payables 775 13,281
=================================== ======= =======
101,870 429,622
=================================== ======= =======
34 Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel, including
directors, is set out below in aggregate for each of the categories
specified in IAS 24 Related Party Disclosures.
2022 2021
GBP GBP
============================================ ======= ======
Share-based payments 272,078 52,395
============================================ ======= ======
272,078 52,395
============================================ ======= ======
Other transactions with related parties
The following amounts were outstanding at
the reporting end date:
As at 31 December 2022 the company owed GBPnil (2021 - GBP2,000)
to Orison-IO Limited (H White).
35 Events after the reporting date
Refer to note 24 of the group financial statements.
36 Ultimate controlling party
Refer to note 26 of the group financial statements.
37 Share-based payments
The company information for share-based payments is the same as
the group information and is shown in note 20.
38 Share capital
Refer to note 18 of the group financial statements.
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 rns@lseg.com 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
FR SEWFDAEDSEDL
(END) Dow Jones Newswires
April 28, 2023 09:41 ET (13:41 GMT)
Hydrogen Utopia (LSE:HUI)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
Hydrogen Utopia (LSE:HUI)
Graphique Historique de l'Action
De Déc 2023 à Déc 2024
