NET ZERO INFRASTRUCTURE PLC

INTERIM CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTH PERIOD ENDED

30 SEPTEMBER 2024

Net Zero Infrastructure Plc, a special purpose acquisition company formed with the intention to acquire renewable or clean energy technology companies and to finance, develop and promote those environmentally sound projects internationally, announces its unaudited interim results for the six months ended 30 September 2024.

Chairmans Statement

Since the Company's year-end in March 2024, the Board has continued to search for suitable acquisition targets.

On 18 January 2024, the Company announced that it had signed a non-binding letter of intent (LOI) with QuiaPEG Pharmaceuticals Holding AD (QuiaPEG) pursuant to which the Company will be granted a licence to the IP of QuiaPEG for a period of 12 months with an option to purchase the IP at the end of the 12 month period. During the period of the LOI, the Company and QuiaPEG engaged in extensive discussions regarding the potential licence agreement and the purchase option. Although the Company showed interest in continuing the discussions, QuiaPEG decided not to extend the LOI. The Company does not exclude entering into a new LOI with QuiaPEG, but it is now focused on other opportunities.

The Board is therefore now actively considering another potential acquisition opportunity in a different sector of the market, which would constitute a reverse takeover under the Financial Conduct Authority's Listing Rules. Non-binding heads of terms are being negotiated. However, as there is no guarantee that these will be signed and given that the Company has very limited cash resources available, the Board has requested that the Company's shares remain suspended from trading on the London Stock Exchange for the time being pending clarification of the potential acquisition, which could result in the provision of additional capital.

The net liabilities of the Company at the period end, after costs incurred in the potential transaction with QuiaPEG, are £168,319.

Financial Review

For the six months to 30 September 2024, the Company reports a net loss of £84,558 (2023: net loss of £277,849). During the six months to 30 September 2024, the Company continued its strict financial discipline, incurring a net operating cash inflow of £429 (2023: outflow of £298,110). The Company held cash at 30^th September 2024 of £26,278 (2023: £254,271).

Directors

The following Directors have held office during this period:

Michael Ellwood (Chairman)

Brian A Basham (NED)

Corporate Governance

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

Statement of Directors' Responsibilities

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

The interim report was approved by the Board of Directors.

Change of Registered Office Address

The Company also announces that its registered address has changed to Eastcastle House, 27-28 Eastcastle Street, London, W1W 8DH with immediate effect.

Michael Ellwood

Chairman

Net Zero Infrastructure plc

NET ZERO INFRASTRUCTURE PLC

Interim Statement of Comprehensive Income

For the six months ended 30 September 2024

NET ZERO INFRASTRUCTURE PLC

Interim Statement of Financial Position

As at 30 September 2024

NET ZERO INFRASTRUCTURE PLC

Interim Statement of Changes in Equity

For the six months ended 30 September 2024

NET ZERO INFRASTRUCTURE PLC

Interim Statement of Cash Flows

For the six months ended 30 September 2024

NET ZERO INFRASTRUCTURE PLC

Notes to the Interim Financial Statements

For the six months ended 30 September 2024

1. General Information

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

2. Basis of preparation

The interim condensed financial statements are for the six months ended 30 September 2024 and have been prepared in accordance with IAS 24 Interim Financial Reporting, International Accounting Standards for use in the United Kingdom ("IFRS"), on a going concern basis and under the historical cost convention.

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

The condensed financial information for the year ended 31 March 2024 does not constitute the company's statutory accounts for that year, but is derived from those accounts, which have been delivered to the Registrar of Companies. The auditors have reported on those accounts; their report was unqualified and did not contain a statement under s498(2) or (3) of the Companies Act 2006. The auditors report did, however, emphasise a material uncertainty relating to going concern, but also concluded the directors' use of the going concern basis is appropriate.

The interim financial information for the six months ended 30 September 2024 is unaudited. In the opinion of the directors, the interim financial information presents fairly the financial position and results from operations and cash flow for the period.

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

3. Accounting policies, critical estimates and judgements

The accounting policies, methods of computation, critical estimates and judgements applied in the interim condensed financial statements are there same as those applied in preparing the financial statements for the period ended 31 March 2024.

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

4. Earnings per share

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

5. Share capital

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

6. Post balance sheet events

There have been no material interim post balance sheet events

7. Related party disclosures

Remuneration of directors and key management personnel:

The remuneration of the directors during the six month period to 30 September 2024 amounted to £Nil (period ended 30 September 2023: £Nil).

Shareholdings in the company:

8. Ultimate controlling party

At 30 September 2024, there was no ultimate controlling party.