Interim Results

Net Zero Infrastructure PLC

16 April 2026

 

NET ZERO INFRASTRUCTURE PLC

INTERIM CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED

30 SEPTEMEBR 2025

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, is pleased to announce its unaudited interim results for the six months ended 30 September 2025.

Chairmans Statement

The company previously reported potential acquisitions of LINE Hydrogen (Australia) Pty Ltd and QuiaPEG Pharmaceuticals Holding AD which both did not complete following challenging fundraising operations. 

The Board is now actively considering another potential acquisition opportunity Westura Energy NL. Westura is a Western Australia based mining exploration company focused on the identification and development of high-quality mineral deposits in Tier 1 jurisdictions. Westura has an experienced management and technical team that have a track record of success in mineral exploration and development across multiple mineral commodities and jurisdictions.

This proposed acquisition is subject to the completion of due diligence, documentation and compliance with all regulatory requirements, including the Listing and Prospectus Rules and, as required, the Takeover Code.

Convertible Loan Notes

On 12 January 2026 the Company entered into a secured investment agreement with Westura Energy Mining NL ("Westura"), Leonora Gold PTY Ltd ("Leonora"), Auric Nominees PTY Ltd ("Auric") and Riverfort Global Opportunities PCC Ltd ("Riverfort").  Under the terms of the agreement, conditional on the Westmarket Loan (as defined below) Riverfort agrees to invest £200,000 (less costs) to Westura, Leanora and Auric and, following completion of the Company's proposed admission to AIM ("Admission") the Company, for working capital costs in connection with Admission. 

For a period of 12 months from the date of the agreement, further advances may be agreed by the parties from time time (together the "Advances" and individually an "Advance").  On Admission the Company becomes liable with Westura, Auric and Leonora for all obligations and liabilities owed to Riverfort under the agreement. Each Advance is repayable in cash within 12 months of its drawdown date.

If Admission occurs within 12 months of the date of the agreement, Riverfort may elect to convert all or part of the Advances into ordinary shares in the Company at the placing price on Admission.  Within 12 months of the agreement or otherwise on Admission Riverfort will receive a warrant equal to the amount of the Advances, exerciseable for a 48 month period at the placing price on Admission (subject to downward revision if a lower priced equity raise takes place during the same period).  No interest is charged on the Advances save at three per cent. in the event of a default. The Advances are secured over Westura, Auric and Leonora's assets and, on Admission the Company will grant Riverfort a first-ranking fixed and floating charge over all the Company's assets, business and undertakings.

On 14 January 2026 the Company entered in a convertible loan note instrument with, amongst others, Westmarket Capital Ltd ("Westmarket").  Under the terms of the instrument, Westmarket agree to loan the Company up to £150,000 ("Westmarket Loan") for the purposes of funding the Company's working capital requirements. The Westmarket Loan and interest thereon is repayable in cash at any time prior to 14 January 2028, unless otherwise converted on completion of a proposed acquisition (by way of reverse takeover) and re-admission of the Company to trading ("RTO").  The Westmarket Loan will incur interest at the rate of 6 per cent. per annum and convert at a 25% discount to the listing price on a successful RTO.

Financial Review

For the six months to 30 September 2025, the Company reports a net loss of £38,831 (2024: net loss of £84,558. During the six months to 30 September 2025, the Company continued its strict financial discipline, incurring a net operating cash outflow of £6,959 (2024: outflow of £429). The Company held cash at 30 September 2025 of £13,039 (2024: £26,278).

Directors

The following Directors have held office during this period:

Michael Ellwood (Chairman)

Brian A Basham (NED)

Corporate   Governance

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

Statement of Directors' Responsibilities

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

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

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

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

◦ DTR 4.2.8R of the Disclosure Guidance and Transparency Rules of the UK's Financial Conduct Authority, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the group during that period; and any changes in the related party transactions described in the annual report for the year ended 31 March 2022 that could have a material effect on the financial position or performance of the group in the first six months of the current financial year

The interim report was approved by the Board of Directors.

Michael Ellwood

Chairman

Net Zero Infrastructure plc

16 March 2026

NET ZERO INFRASTRUCTURE PLC

Interim Statement of Comprehensive Income

For the six months ended 30 September 2025

	Six months ended 30 September 2025		Six months ended 30 September 2024		Period  ended 31 March 2025
	Unaudited		Unaudited		Audited
	£		£		£
Other operating income	-		-		93,000
Administrative expenses	(38,831)		(84,558)		(102,797)
Operating loss	(38,831)		(84,558)		(9,797)
Finance costs	-		-		-
Loss before taxation	(38,831)		(84,558)		(9,797)
Taxation	-		-		-
Loss for the period	(38,831)		(84,558)		(9,797)
Earnings per share:
Basic and Diluted (pence)	(0.06)p		(0.14)p		(0.02)p

NET ZERO INFRASTRUCTURE PLC

Interim Statement of Financial Position

As at 30 September 2025

	At 30 September 2025		At 30 September 2024		At 31 March 2025
			Restated
	Unaudited		Unaudited		Audited
	£		£		£
Current assets
Trade and other receivables	3,978		2,372		5,170
Cash and cash equivalents	13,039		26,278		19,998
	17,017		28,650		25,168
Current liabilities
Trade and other payables	(182,685)		(137,248)		(152,005)
Other loans			(93,000)		-
	(182,685)		(230,248)		(152,005)
Net current (liabilities)/assets	(165,668)		(168,319)		(126,837)
Net (liabilities)/assets	(165,668)		(201,598)		(126,837)
Equity
Called up share capital	607,000		607,000		607,000
Share premium account	848,400		848,400		848,400
Retained earnings	(1,621,068)		(1,656,998)		(1.582,237)
Total equity	(165,668)		(201,598)		(126,837)

NET ZERO INFRASTRUCTURE PLC

Interim Statement of Changes in Equity

For the six months ended 30 September 2025

	Share capital	Share premium account	Retained earnings	Total
	£	£	£	£
Balance at 1 April 2024 - restated	607,000	848,400	(1,572,440)	(117,040)
Total comprehensive loss for the period	-	-	(84,558)	(84,558)
Balance at 30 September 2024 (unaudited)	607,000	848,400	(1,656,998)	(201,598)
Balance at 1 April 2024 - restated	607,000	848,400	(1,572,440)	(117,040)
Total comprehensive loss for the period	-	-	(9,797)	(9,797)
Balance at 31 March 2025 (audited)	607,000	848,400	(1,582,237)	(126,837)
Balance at 1 April 2025	607,000	848,400	(1,582,237)	(126,837)
Total comprehensive loss for the period	-	-	(38,831)	(38,831)
Balance at 30 September 2025 (unaudited)	607,000	848,400	(1,621,068)	(165,668)

NET ZERO INFRASTRUCTURE PLC

Interim Statement of Cash Flows

For the six months ended 30 September 2025

	Six months ended 30 September 2025		Six months ended 30 September 2024		Period  ended 31 March 2025
	Unaudited		Unaudited		Audited
	£		£		£
Profit/(loss) for the period after tax	(38,831)		(84,558)		(9,797)
Adjustments for:
Movement in trade and other receivables	1,192		(9,721)		(1,948)
Movement in trade and other payables	30,680		850		5,036
Net cash flow from operating activities	(6,959)		(93,429)		(6,709)
Financing activities:
Short term loan received			93,000		-
Net decrease in cash and cash equivalents	(6,959)		(429)		(6,709)
Cash and cash equivalents at beginning of period	19,998		26,707		26,707
Cash and cash equivalents at end of period	13,039		26,278		19,998

NET ZERO INFRASTRUCTURE PLC

Notes to the Interim Financial Statements

For the six months ended 30 September 2025

1.       General Information

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

2.       Basis of preparation

The interim condensed financial statements are for the six months ended 30 September 2025 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 2025.

The condensed financial information for the year ended 31 March 2025 does not constitute the company's statutory accounts for that year, but is derived from those accounts, which have been delivered to the Registrar of Companies. The auditors have reported on those accounts; their report was unqualified and did not contain a statement under s498(2) or (3) of the Companies Act 2006. The auditors report did, however, emphasise a material uncertainty relating to going concern, but also concluded the directors' use of the going concern basis is appropriate.

The interim financial information for the six months ended 30 September 2025 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 2025.

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

4.       Earnings per share

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

	Six months ended 30 September 2025		Six months ended 30 September 2024		Period ended 31 March 2025
	Unaudited		Unaudited		Audited
Weighted average number of ordinary shares (basic and diluted)	60,700,000		60,700,000		60,700,000
Loss for the period attributable to equity holders	£(38,831)		£(84,558)		£(9,797)
Loss per share - basic and diluted (pence per share)	(0.06)p		(0.14)p		(0.02)p

5.       Share capital

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

	Number		£
At 30 September 2024	60,700,000		607,000
Issued in the period	-		-
At 31 March 2025	60,700,000		607,000
Issued in the period	-		-
At 30 September 2025	60,700,000		607,000

6.       Post balance sheet events

There have been no material interim post balance sheet events

7.       Related party disclosures

Remuneration of directors and key management personnel:

The remuneration of the directors during the six month period to 30 September 2025 amounted to £Nil (period ended 30 September 2024: £Nil).

Shareholdings in the company:

	Shares
Michael Ellwood	1,250,000
Brian Basham	1,000,000

8.       Ultimate controlling party

At 30 September 2025, there was no ultimate controlling party.

 

END