NZI Net Zero Infrastructure Plc

29 January 2024

NET ZERO INFRASTRUCTURE PLC

("NZI" or the "Company")

INTERIM CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED

30 SEPTEMEBR 2023

Net Zero Infrastructure Plc, a special purpose acquisition company formed with the intention to acquire renewable or clean energy technology companies and to finance, develop and promote those environmentally sound projects internationally, announces its unaudited interim results for the six months ended 30 September 2023.

Post period end, on 18 January 2024, the Company announced that it had signed a non-binding letter of intent with QuiaPEG Pharmaceuticals Holding AD ("QuiaPEG") pursuant to which NZI will be granted a licence to the IP of QuiaPEG for a period of 12 months with an option to purchase the IP at the end of the 12 month period. As the proposed transaction is classified as a reverse takeover in accordance with the UK Financial Authority's Listing Rules the Company's listing on the Standard Segment of the Official List and from trading on the Main Market on the London Stock Exchange is currently suspended pending the publication of a prospectus and the application by the Company to have its enlarged share capital listed on the Standard Segment of the Official List and admitted to trading on the Main Market.

Enquiries:

For further information, please visit - www.nziplc.com

Contact Details

DIRECTOR'S REPORT

FOR THE SIX MINTH PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2023

Chairmans Statement

Since the Company's year-end in March 2023, the Board continued to search for suitable acquisition targets.

On 1 June 2023, the Company announced that it had signed a non-binding letter of intent with LINE Hydrogen (Australia) Pty Ltd ("LINE Hydrogen") to acquire the entire issued share capital of LINE Hydrogen. On 14 January 2024, the Company announced that the transaction had been terminated by mutual agreement of the parties as, following consultation with various brokers, the Directors of the Company believed that they could not raise the funds required to complete the transaction given the current market conditions. 

The net assets of the Company at 30 September 2023 were £233,879.

Post Balance Sheet Event

On 18 January 2024, the Company announced its entry into a non- binding letter of intent with QuiaPEG Pharmaceuticals Holding AD ("QuiaPEG") pursuant to which the NZI will be granted a licence to the IP of QuiaPEG for a period of 12 months with an option to purchase the IP at the end of the 12 month period (the "Proposed Transaction"). The Proposed Transaction would constitute a reserve takeover under the UK Financial Conduct Authority ("FCA")'s Listing Rules.

QuiaPEG is a drug development company based on a patented drug delivery platform, Uni-Qleaver®, and the company develops improved and patentable forms of drugs under development or already approved by regulatory authorities.

The Board still aims to complete a transaction in 2024 but funding for costs, which would have to be incurred in connection with the Proposed Transaction, would likely have to be funded by QuiaPEG. 

Financial Review

For the six months to 30 September 2023, the Company reports a net loss of £277,849 (2022: net loss of £285,605). During the six months to 30 September 2023, the Company continued its strict financial discipline, albeit having to pay advisory fees in connection with the proposed acquisition of LINE Hydrogen, incurring a net operating cash outflow of £298,110 (2022: outflow of £307,879). The Company held cash at 30 September 2023 of £254,271 (2022: £888,038).

Directors

The following Directors have held office during this period:

Michael Ellwood (Chairman)

Brian Basham (Non-Executive Director)

Alejandro Ciruelos (Non-Executive Director) (resigned effective 31 May 2023)

Lord James Wharton (Non-Executive Director) (resigned effective 12 April 2023)

Corporate Governance

The UK Corporate Governance Code (July 2018) (the "Code"), as appended to the Listing Rules, sets out the Principles of Good Corporate Governance and Code Provisions which are applicable to listed companies incorporated in the United Kingdom. As a Standard Listed company, the Company is not subject to the Code, but the Board recognises the value of applying the principles of the Code where appropriate and proportionate and has endeavoured to do so where practicable.

Statement of Directors' Responsibilities

Each of the directors of Net Zero Infrastructure plc confirms, to the best of their knowledge, that:

•     the condensed set of financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the IASB and endorsed and adopted by the EU

•     the interim management report includes a fair review of the information required by:

·    DTR 4.2.7R of the Disclosure Guidance and Transparency Rules of the UK's Financial Conduct Authority, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year

·    DTR 4.2.8R of the Disclosure Guidance and Transparency Rules of the UK's Financial Conduct Authority, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the group during that period; and any changes in the related party transactions described in the annual report for the year ended 31 March 2023 that could have a material effect on the financial position or performance of the group in the first six months of the current financial year

The interim report was approved by the Board of Directors.

Michael Ellwood

Chairman

Net Zero Infrastructure Plc

29 January 2024

NET ZERO INFRASTRUCTURE PLC

Interim Statement of Comprehensive Income

For the six months ended 30 September 2023

NET ZERO INFRASTRUCTURE PLC

Interim Statement of Financial Position

As at 30 September 2023

NET ZERO INFRASTRUCTURE PLC

Interim Statement of Changes in Equity

For the six months ended 30 September 2023

NET ZERO INFRASTRUCTURE PLC

Interim Statement of Cash Flows

For the six months ended 30 September 2023

NET ZERO INFRASTRUCTURE PLC

Notes to the Interim Financial Statements

For the six months ended 30 September 2022

1.       General Information

Net Zero Infrastructure PLC ("the Company") is a public limited company incorporated and domiciled in England and Wales. The company's registered office is Anstey Bond LLP, 1-2, Charterhouse Mews, London, EC1M 6BB.

2.       Basis of preparation

The interim condensed financial statements are for the six months ended 30 September 2023 and have been prepared in accordance with IAS 24 Interim Financial Reporting, International Accounting Standards for use in the United Kingdom ("IFRS"), on a going concern basis and under the historical cost convention.

The interim condensed financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. They do not include all the information required of annual financial statements in accordance with IFRS and should be read in conjunction with the financial statements for the period ended 31 March 2023.

The condensed financial information for the year ended 31 March 2023 does not constitute the company's statutory accounts for that year, but is derived from those accounts, which have been delivered to the Registrar of Companies. The auditors have reported on those accounts; their report was unqualified and did not contain a statement under section 498(2) or (3) of the Companies Act 2006. The auditors report did, however, emphasise a material uncertainty relating to going concern, but also concluded the directors' use of the going concern basis is appropriate.

The interim financial information for the six months ended 30 September 2023 is unaudited. In the opinion of the directors, the interim financial information presents fairly the financial position and results from operations and cash flow for the period.

The directors have made an assessment of the company's ability to continue as a going concern and are satisfied that the company has adequate resources to continue in operational existence for the foreseeable future.

3.       Accounting policies, critical estimates and judgements

The accounting policies, methods of computation, critical estimates and judgements applied in the interim condensed financial statements are there same as those applied in preparing the financial statements for the period ended 31 March 2023.

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and the reported amounts of income and expenses during the reporting period. Although these judgements, estimates and assumptions are based on management's best knowledge of current events and actions, actual results may differ.

4.       Loss per share

Loss per share is calculated by dividing the loss attributable to the equity holders of a company by the weighted average number of ordinary shares in issue during the period. Diluted loss per share is calculated by adjusting the basic loss per share to assume the conversion of all dilutive potential ordinary shares. There are no dilutive instruments in issue, therefore the basic loss per share and diluted loss per share are the same.

5.       Share capital

Ordinary shares of 1p each, issued called up and fully paid:

6.       Post balance sheet events

Post period end, on 18 January 2024, the Company announced that it had signed a non-binding letter of intent with QuiaPEG Pharmaceuticals Holding AD ("QuiaPEG") pursuant to which NZI will be granted a licence to the IP of QuiaPEG for a period of 12 months with an option to purchase the IP at the end of the 12 month period. As the proposed transaction is classified as a reverse takeover in accordance with the UK Financial Authority's Listing Rules the Company's listing on the Standard Segment of the Official List and from trading on the Main Market on the London Stock Exchange is currently suspended pending the publication of a prospectus and the application by the Company to have its enlarged share capital listed on the Standard Segment of the Official List and admitted to trading on the Main Market.

7.       Related party disclosures

Remuneration of directors and key management personnel:

The remuneration of the directors during the six month period to 30 September 2023 amounted to £Nil (period ended 30 September 2022: £28,000).

Shareholdings in the company:

8.       Ultimate controlling party

At 30 September 2023, there was no ultimate controlling party.