Annual Results - Correction

CORRECTION: The announcement released on 30 April 2025 at 7:00am under RNS number 7365G contained the incorrect time of the webcast. There will be a live presentation open to all existing and potential shareholders and analysts via the Investor Meet Company platform, today at 1pm. This will be the sole webcast today. The presentation will be hosted by Richard Hulf and Dr JJ Traynor, Managing Partners of the Company's investment adviser, HydrogenOne Capital LLP. Questions can be submitted pre-event via your Investor Meet Company dashboard up until 9am the day before the meeting or at any time during the live presentation.

The rest of the announcement remains unchanged.

HydrogenOne Capital Growth plc

Annual Results

For the year ended 31 December 2024

www.hydrogenonecapitalgrowthplc.com

HydrogenOne Capital Growth plc, the first London-listed fund investing in clean hydrogen for a positive environmental impact, is pleased to announce its audited results for the year ended 31 December 2024.

Results presentation today

There will be a live presentation open to all existing and potential shareholders and analysts via the Investor Meet Company platform, today at 1pm. This will be the sole webcast today. The presentation will be hosted by Richard Hulf and Dr JJ Traynor, Managing Partners of the Company's investment adviser, HydrogenOne Capital LLP. Questions can be submitted pre-event via your Investor Meet Company dashboard up until 9am the day before the meeting or at any time during the live presentation.

Investors can sign up to Investor Meet Company for free and add to meet HydrogenOne via:

https://www.investormeetcompany.com/hydrogenone-capital-growth-plc/register-investor

Investors who already follow HydrogenOne on the Investor Meet Company platform will automatically be invited.

Company Overview

About us

HydrogenOne Capital Growth Plc ("HGEN" or "the Company") is the first London-listed fund investing in clean hydrogen for a positive environmental impact.

The Company was launched in 2021 with an investment objective to deliver an attractive level of capital growth by investing, directly or indirectly, in a portfolio of hydrogen and complementary hydrogen focussed assets, diversified across the value chain, whilst integrating core ESG principles into its decision making and ownership process. The Company is an Article 9 climate impact fund under the Sustainable Finance Disclosure Regulation (the "SFDR").

· A unique offering to investors - leadership in a new green energy technology sector from the first London-listed hydrogen fund.

· Strong orientation to ESG mandates, investing capital in low-carbon growth and enabling the avoidance of GHG emissions.

· Investments and pipeline to deliver 10-15% average NAV growth, including exits*.

· First mover advantage in the Hydrogen sector, which is growing rapidly.

· Investment Adviser's strong track record in energy and capital markets.

* For an investor in HGEN at IPO. The total NAV return target is a target only and not a profit forecast

£116.4m

Net Asset Value

SFDR Article 9

Climate impact fund

>132,800 tonnes

CO2e emissions avoided in FY2024

Investing in clean hydrogen for a climate-positive impact

Highlights

At a glance

Financial and operational highlights

· NAV decreased from £132.7 million at 31 December 2023 to £116.4 million at 31 December 2024. NAV per share decreased to 90.39p at 31 December 2024;

· Portfolio activity includes exit from green hydrogen developers Gen2 Energy, which was sold, HH2E and Thierbach SPV, which entered self-administration, and restructuring of transport specialist NanoSUN;

· NAV per share reduced by 12.6p, including the write-down of HH2E and Thierbach SPV (6.9p), NanoSUN restructuring (4.2p), exchange rate impacts, fund costs and other portfolio impacts;

· The share price fell from 49.65p to 21.65p and the discount to NAV increased from 52% to 76% as the share prices of growth investment trusts remained subdued, and in addition the Company's share price declined following the write‑down of HH2E;

· Positive progress on revenue growth from portfolio companies, delivering an aggregate £85 million in total revenue within the portfolio companies in the year to 31 December 2024, an increase of 14.9% compared to the year to 31 December 2023. Further portfolio revenue growth is expected in 2025;

· Investment activity centred on follow-ons. During the year ended 31 December 2024, the Company made further investments in 4 Private Hydrogen Assets in its portfolio, totalling £2.6 million, and divested from its remaining listed holdings;

· Portfolio companies have raised a total of c. £500 million in new equity, loans and grants in 2024, underpinning the Company's valuations and the attractive sector fundamentals;

· At 31 December 2024, the total invested capital since IPO amounted to £116.3 million;

· The Company and its Group has retained a cash position of £3.1 million as at 31 December 2024;

· Growth in the clean hydrogen sector continued to accelerate, despite recent project announcements, weak macroeconomic conditions and political uncertainties. The Investment Adviser assesses that some £9 billion was invested in clean hydrogen in 2024 world-wide, a 50% increase over 2023 levels and that policy announcements in 2024 totalled over $100 billion of sector support. The Company expects green hydrogen production to reach 3.0 million tonnes per annum by 2027, an increase of 15x over 2024 levels, underscoring the positive industry outlook for clean hydrogen.

Environmental, Social and Governance (ESG) highlights

· Classified as an Article 9 Fund under the SFDR;

· Over 132,839 tonnes of Greenhouse Gas (tCO2e) emissions avoided in the year ended 31 December 2024, over 576 times the combined scope 1, 2 and 3 emissions of the Company in the same period, and 274,534tCO2e since IPO;

· 91% alignment with EU taxonomy for sustainable activities (the "EU Taxonomy") assessment on Private Hydrogen Assets at 31 December 2024;

· £116.3m deployed in low-carbon growth (since fund inception);

· Potential 537,193 MWh lifetime clean energy capacity in year ended 31 December 2024 and 1,334,487 MWh since IPO;

· 1,333 jobs supported; and

· Continued stewardship activity with portfolio companies to further enhance ESG credentials and reporting, with 6 month reporting of key metrics introduced.

SFDR Article 9

91% EU Taxonomy Aligned

274,534

Avoided GHG Emissions since IPO

£116m

Deployed in Low Carbon Growth

3 Year Performance

1 Alternative Performance Measures ("APMs"). The disclosures above are considered to represent the Company's APMs. Definitions of these APMs and other performance measures used by the Company, together with how these measures have been calculated, can be found in the Annual Report.

2 Total returns for the 12 months to 31 December 2024.

Portfolio at a Glance

Portfolio summary as at 31 December 2024

Unique and focused portfolio, invested across the hydrogen value chain

Where we invest

· Revenue-generating equipment businesses

· Co-investing with industrial strategics and institutions

· Diversified by hydrogen theme and geography

· Clear strategies to exit via IPO or trade sale

Chairman's Statement

On behalf of the Board, I am pleased to report on the performance and activities of the Company in 2024.

Simon Hogan Chairman

On behalf of the Board, I must acknowledge that the share price remains at a steep discount to the Company's Net Asset Value ('NAV'), as is the case for many listed funds presently. This discount has widened substantially in 2024, while the NAV has also reduced. Despite the headwinds we are experiencing, the long-term outlook for the clean hydrogen sector remains positive and we believe that the portfolio can generate attractive returns over time. We fully support the Investment Adviser's strategy of investing in a portfolio of hydrogen assets, across the value chain, and in their efforts to address the share price performance through successful divestments.

Outlook for 2025

The Board supported the Investment Adviser's plans to combine with Cordiant Capital Inc. ("Cordiant") to enhance the Company's future development. Cordiant's unexpected decision not to complete this transaction, in April 2025, was disappointing and disruptive for the Company and its shareholders.

In recent months, the Board has engaged extensively with shareholders, who have reaffirmed their support for the Company's distinctive focus on hydrogen. At the same time, shareholders have provided valuable input on alternatives and avenues to improve share price performance and unlock long-term value.

The Board and the Advisers are considering a wide range of options, with urgency, to deliver shareholder value, (see more details in Note 2 Basis of Preparation in the Financial Statements) and the Board will update at the AGM.

Hydrogen Industry Landscape

Recent months have been marked by a series of hydrogen project delays and cancellations, as well as substantial US renewables policy changes, which have impacted market sentiment and the funding available to hydrogen companies. Nevertheless, the structural, long-term fundamentals of the sector, underpinned by governmental policy responses to climate change, energy security and air quality remains positive, despite these near-term challenges. Clean hydrogen has a key role today in the decarbonisation of industrial processes such as oil refining and chemicals. Over time, clean hydrogen will also have a role in power generation, heat, the transport sector and natural gas grid blending in some countries. Clean hydrogen is also emerging as a key component in the production of synthetic fuels such as e-methanol, synthetic aviation fuel ("e-SAF"), and green ammonia. Green hydrogen capacity world-wide is set to reach over three million tonnes per annum in the next three years, which is more than double the estimates a year ago. Global industry investment in 2024 topped £9 billion, and some $100 billion of government support was announced world-wide.

There are considerable uncertainties on the macro-economic outlook, particularly for renewables and new tariffs in the United States. Whilst we are not invested directly in the United States, our portfolio companies and their supply chains are not immune from new US tariffs, should they arise. If Russia's war with Ukraine ends in 2025, we would expect reduced volatility in energy prices, and a renewed emphasis on energy security and decarbonisation in many economies, which would be supportive for our sector.

Share Price Discount

Whilst our share price traded at a premium to NAV in 2021 and early 2022, the price weakness that emerged towards the end of 2022 has continued throughout 2023 and 2024. We recognise that the decline in our share price will have been disappointing for our investors and is of concern to the Board.

Listed investment companies focused on early-stage growth companies, including HydrogenOne, are generally trading at discounts to NAV in part due to macro-economic factors that are outside our control. More specifically, hydrogen project delays impacting the supply chain have no doubt also played a role in widening the discount to NAV.

During the year, we were disappointed to write off HH2E and the Thierbach SPV, when these holdings failed to raise additional investment, which triggered HH2E entering self-administration. The announcement, made at the end of 2024, contributed to a sharp decline in our share price. However, we believe the challenges faced by HH2E were specific to that company and are not reflective of the performance or quality of the broader portfolio.

I hope this Annual Report sets out the progress that we are making with value creation in the Company's portfolio, with businesses that the Board and the Investment Adviser believe can generate substantial value for our investors over time. The Company and the Investment Adviser continue to focus on maximising returns for shareholders through realising the value of the investments and managing costs.

Performance

During the period, the Company's NAV decreased by 12.2%, from £132.7m to £116.4m (102.99 pence per share to 90.39 pence per share), with reductions including the write-down of HH2E (6.9p), exchange rate impacts, fund costs and other portfolio impacts. The Company reported a loss after tax of £16.2 million for the year, equal to 12.6 pence per share. The Company's dividend policy is to only pay dividends in order to satisfy the ongoing requirements under the Investment Trust (Approved Company) (Tax) Regulations 2011. The Company has paid no dividends during the period, as we continue to focus on growth investments.

The majority of the Company's private investments are revenue generating and producing equipment and technology solutions for clean hydrogen production. The aggregate revenue from these investments was £85m in the year to 31 December 2024, an increase of 14.9% from the prior year. This growth is as a result of portfolio companies commercialising their distinctive technologies.

Investment Strategy and Update

The Company is invested in a diversified portfolio of hydrogen related activities, in private companies and with a particular focus on the innovative technologies such as fuel cells, electrolysers and gas pipelines that are needed to unlock profits in clean hydrogen.

With the majority of the Company's capital now deployed, our approach has focused on incremental investments in existing portfolio companies, with £2.4 million invested in 2024 backing these management teams to deliver their growth plans.

At the same time, we sought to divest from green hydrogen developer businesses HH2E and Gen2 Energy in 2024, to realise value and cash for our investors. Major events in 2024 include:

• HH2E and Thierbach SPV write off of £7.1 million and cancellation of our divestment plan

• Divestment of Gen2 Energy for c. £3 million to an existing investor

• Conversion of convertible loan notes in Sunfire £0.3 million as part of £178 million Series E round

• Restructuring of NanoSUN into wholly-owned Swift Hydrogen

• Investment in Strohm of £0.6 million convertible loan notes as part of £25 million Series I round

• Investment in Cranfield Aerospace of £0.6 million convertible loan notes in internal funding round

• Exit from remaining listed hydrogen investments, realising £2 million

Valuation

The Company applies a consistent approach to portfolio valuation, centred on discounted cash flows, using the International Private Equity and Venture Capital Valuation 2022 ("IPEV") Guidelines. The weighted average discount rate at 31 December 2024 was 12.8%, compared to 14.2% at 31 December 2023, largely due to falling interest rates, which increased NAV by £1.2 million or 0.9 pence per share at 31 December 2024. The details of these valuations are set out later in the annual report.

The Board meets quarterly with the Company's Investment Adviser and holds regular meetings to review all of the Company's investment valuations. The Board also has regular contact with the Investment Adviser outside of formal Board meetings.

Environment, Social & Governance

Since our launch in 2021 the Company has invested in clean hydrogen assets which contribute to the energy transition and can lead to avoided GHG emissions and improved air quality. The science behind this approach has not changed, despite shifts in policies and politics. ESG principles are integrated across the investment process. Our commitment to positively contribute to climate change mitigation, whilst integrating core ESG principles into our decision making and ownership process, is at the core of everything that we do as a Company. The Company is classified as an Article 9 Fund, the highest classification under the SFDR regulation. We are a signatory of the PRI, a United Nations supported network of financial institutions that promote sustainable investments, and disclosed GHG information on the Carbon Disclosure Project ("CDP") for the second time in 2024.

The Company's portfolio companies are supplying critical components, such as electrolysers and fuel cells, as well as services such as transportation and storage of hydrogen, to clean hydrogen manufacturing projects and hydrogen end-users. All of this results in the replacement of fossil fuels such as diesel in the energy mix, and avoids greenhouse gas emissions, which have totalled 274,534 tCO2e avoided emissions since our IPO in 2021, an achievement of which the Company is justifiably proud.

We are tracking GHG emissions from portfolio companies, which totalled 230 tCO2e in 2024 (Scope 1, 2 & 3) and are engaged with these management teams to reduce GHG intensity over time.

The Company is dedicated to further developing and progressing our ESG framework to achieve the highest reporting and performance levels. Alongside this Annual Report, we are publishing a separate Sustainability Report, that sets out our policy and track record in more detail.

Annual general meeting

The Annual General Meeting will be held on 27 June 2025 at 1.00pm at the Company's registered office, 4th Floor, 140 Aldersgate Street, London, EC1A 4HY, and we look forward to welcoming shareholders to the event in person.

The meeting will consider the formal business of the AGM, as set out in the separate Circular and Notice of AGM, and thereafter the Investment Adviser will provide a presentation on the Company's portfolio.

On behalf of the Board, I would like to thank all of our shareholders for their support, as we continue to develop our portfolio of unique portfolio of clean hydrogen investments and look forward to engaging with them further on their views on next steps for the Company.

Simon Hogan

Chairman

29 April 2025

Key Portfolio Developments 2024

Q1 2024

· Sunfire announces a successful equity funding round, part of a wider funding package totalling more than €500 million;

· NanoSUN restructuring to Swift Hydrogen;

Q2 2024

· Elcogen receives a major investment from Baker Hughes marking the close of a €140 million funding round, underpinning the construction of a new solid oxide plant in Estonia;

· HiiROC receives a strategic investment to accelerate its expansion into the US;

· Strohm completes a €30 million funding round, led by new and existing investors.

Q3 2024

· Sale of Gen2 Energy AS for c.£3 million;

· Sunfire wins a major contract for a 100MW electrolyser at RWE's industrial-scale hydrogen site in Lingen;

· Strohm awarded the largest ever commercial award for pipe supply with TotalEnergies, marking an entry into the ultra-deepwater and high CO2 markets for the first time.

Q4 2024

· Sunfire awarded a contract for 50MW electrolyser in Finland

· Elcogen awarded for €24.9 million grant from EU Innovation Fund

· HiiROC and Cemex Ventures announced launch of low carbon hydrogen deployment at industrial scale

· HH2E and Thierbach SPV self-administration announced

About Clean Hydrogen

· Clean hydrogen displaces fossil fuels, reducing CO2 emissions and improving air quality

· Some 97 million tonnes per annum ("mtpa") of hydrogen is used today in manufacturing of oil products, chemicals and steel. The demand to replace this polluting 'grey' hydrogen with clean hydrogen underpins the clean hydrogen sector

· By 2027, some 3.0 mpta of green hydrogen is expected to be in production, following investment of some £50 billion, representing c. 15x of the current hydrogen market, and predominately used to replace grey hydrogen

· Clean hydrogen can replace fossil fuels in hard to decarbonise sectors such as power generation and transport

· Clean hydrogen is a key component in the manufacture of clean e-fuels, such as e-methanol and synthetic aviation fuel ("e-SAF");

· Clean hydrogen is an energy carrier, that can store and distribute intermittent renewable electricity at a large scale

· Hydrogen, when combined with renewables such as wind and solar provides, a domestic energy supply option for many countries, reducing reliance on imported energy and improving energy security.

Investment objective, policy, process and strategy

Investment objective

The Company's investment objective is to deliver an attractive level of capital growth by investing, directly or indirectly, in a diversified portfolio of hydrogen and complementary hydrogen focussed assets whilst integrating core ESG principles into its decision making and ownership process.

Investment policy

The Company will seek to achieve its investment objective through investment in a diversified portfolio of hydrogen and complementary hydrogen focussed assets, with an expected focus in developed markets in Europe, North America, the GCC and Asia Pacific, comprising:

i. assets that produce clean hydrogen;

ii. large scale energy storage assets;

iii. carbon capture, use and storage assets;

iv. hydrogen distribution infrastructure assets;

v. assets involved in hydrogen supply chains, such as electrolysers and fuel cells; and

vi. businesses that utilise hydrogen applications such as transport, power generation, feedstock and heat (together "Hydrogen Assets").

The Company intends to implement its investment policy through the acquisition of hydrogen and complementary hydrogen focussed assets.

Private Hydrogen Assets

The Company invests in unquoted Hydrogen Assets, which may be operational companies or hydrogen projects (completed or under construction) ("Private Hydrogen Assets"). Investments are expected to be mainly in the form of equity, although investments may be made by way of debt and/or convertible securities. The Company may acquire a mix of controlling and non-controlling interests in Private Hydrogen Assets, however the Company intends to invest principally in non-controlling positions (with suitable minority protection rights to, inter alia, ensure that the Private Hydrogen Assets are operated and managed in a manner that is consistent with the Company's investment policy).

Given the time frame required to fully maximise the value of an investment, the Company expects that investments in Private Hydrogen Assets will be held for the medium to long term, although short term disposals of assets cannot be ruled out in exceptional or opportunistic circumstances. The Company intends to re-invest the proceeds of disposals in accordance with the Company's investment policy.

The Company observes the following investment restrictions, assessed at the time of an investment, when making investments in Private Hydrogen Assets:

· no single Private Hydrogen Asset will account for more than 20 per cent. of Gross Asset Value;

· Private Hydrogen Assets located outside developed markets in Europe, North America, the GCC and Asia Pacific will account for no more than 20 per cent. of Gross Asset Value; and

· at the time of an investment, the aggregate value of the Company's investments in Private Hydrogen Assets under contract to any single Offtaker will not exceed 40 per cent. of Gross Asset Value.

The Company will initially acquire Private Hydrogen Assets via HydrogenOne Capital Growth Investments 1 LP (the 'HydrogenOne Partnership'), a wholly owned subsidiary undertaking of the Company structured as an English limited partnership which is controlled by the Company and advised by the Investment Adviser. The HydrogenOne Partnership's investment policy and restrictions are the same as the Company's investment policy and restrictions for Private Hydrogen Assets and cannot be changed without the Company's consent. In due course, the Company may acquire Private Hydrogen Assets directly or by way of holdings in special purpose vehicles or intermediate holding entities (including successor limited partnerships established on substantially the same terms as the HydrogenOne Partnership) or, if the Company is considered a 'feeder fund' under the Listing Rules, other undertakings advised by the Investment Adviser and, in such circumstances, the investment policy and restrictions will also be applied on a look-through basis and such undertaking(s) will also be managed in accordance with the Company's investment policy.

Listed Hydrogen Assets

The Company also invests in quoted or traded Hydrogen Assets, which will predominantly be equity securities but may also be corporate debt and/or other financial instruments ("Listed Hydrogen Assets"). The Company is free to invest in Listed Hydrogen Assets in any market or country with a market capitalisation (at the time of investment) of at least US$100 million. The Company's approach is to be a long-term investor and will not ordinarily adopt short-term trading strategies. As the allocation to Private Hydrogen Assets grows the Listed Hydrogen Assets are expected to include strategic equity holdings derived from the listing of operational companies within the Private Hydrogen Assets portfolio over time.

The Company observes the following investment restrictions, assessed at the time of an investment, when making investments in Listed Hydrogen Assets:

· no single Listed Hydrogen Asset will account for more than 3 per cent. of the Gross Asset Value;

· each Listed Hydrogen Asset must derive at least 50 per cent. of revenues from hydrogen and/or related technologies; and

· the target allocation to Listed Hydrogen Assets will be approximately 10 per cent or less of Gross Asset Value, subject to a maximum allocation of 30 per cent of Gross Asset Value.

During the year ended 31 December 2024, the Company realised its remaining Listed Hydrogen Assets.

Cash

During the initial Private Hydrogen Asset investment period after a capital raise and/or a realisation of a Private Hydrogen Asset, the Company intends to hold the relevant net proceeds of such capital raise/realisation in cash (in accordance with the Company's cash management policy set out below) pending subsequent investment in Private Hydrogen Assets.

Investment restrictions

The Company, in addition to the investment restrictions set out above, comply with the following investment restrictions when investing in Hydrogen Assets:

· the Company will not conduct any trading activity which is significant in the context of the Company as a whole;

· the Company will, at all times, invest and manage its assets

i. in a way which is consistent with its objective of spreading investment risk; and

ii. in accordance with its published investment policy;

· the Company will not invest in other UK listed closed-ended investment companies; and

· no investments will be made in companies or projects that generate revenues from the extraction or production of fossil fuels (mining, drilling or other such extraction of thermal coal, oil or gas deposits).

Compliance with the above restrictions is measured at the time of investment and non-compliance resulting from changes in the price or value of Hydrogen Assets following investment will not be considered as a breach of the investment policy or restrictions.

Borrowing policy

The Company may take on debt for general working capital purposes or to finance investments and/or acquisitions, provided that at the time of drawing down (or acquiring) any debt (including limited recourse debt), total debt will not exceed 25 per cent of the prevailing Gross Asset Value at the time of drawing down (or acquiring) such debt. For the avoidance of doubt, in calculating gearing, no account will be taken of any investments in Hydrogen Assets that are made by the Company by way of a debt investment.

Gearing may be employed at the level of a special purpose vehicle ("SPV") or any intermediate subsidiary undertaking of the Company (such as the HydrogenOne Partnership) or, if the Company is considered a 'feeder fund' under the Listing Rules, other undertakings advised by the Investment Adviser in which the Company has invested or the Company itself. The limits on debt shall apply on a consolidated and look-through basis across the Company, the SPV or any such intermediate holding entities (such as the HydrogenOne Partnership) or, if the Company is considered a 'feeder fund' under the Listing Rules, other undertakings advised by the Investment Adviser in which the Company has invested but intra-group debt will not be counted.

Gearing of one or more Hydrogen Assets in which the Company has a non-controlling interest will not count towards these borrowing restrictions. However, in such circumstances, the matter will be brought to the attention of the Board who will determine the appropriate course of action.

Currency and hedging policy

The Company has the ability to enter into hedging transactions for the purpose of efficient portfolio management. In particular, the Company may engage in currency, inflation, interest rates, energy prices and commodity prices hedging. Any such hedging transactions will not be undertaken for speculative purposes.

Cash management

The Company may hold cash on deposit and may invest in cash equivalent investments, which may include short-term investments in money market type funds ("Cash and Cash Equivalents").

There is no restriction on the amount of Cash and Cash Equivalents that the Company may hold and there may be times when it is appropriate for the Company to have a significant Cash and Cash Equivalents position. In particular, the Company anticipates holding cash to cover the near-term capital requirements of the Pipeline of Private Hydrogen Assets and in periods of high market volatility. For the avoidance of doubt, the restrictions set out above in relation to investing in UK listed closed-ended investment companies do not apply to money market type funds.

Investment process

The Company follows a proven and successful process in order to access and execute its distinctive deal flow. The Investment Adviser has specialist insights and strong industry and market networks to access potential investment opportunities. The Company typically invests alongside some of the world's largest industrial corporations and investors. The Investment Adviser's clear investment and ESG policies underpin and guide everything that it does. The Investment Adviser, the Advisory Board, the technical advisors, regulatory and legal counsel all combine to deliver the optimal deal structures for the shareholders.

Well established investment process and access to deal flow

Strategy, business model and KPIs

A highly differentiated strategy, 100% focussed on clean hydrogen

The Company offers distinctive access to private investments, across the full hydrogen value chain, and across the OECD. The investment objective is to deliver an attractive level of capital growth by investing, directly or indirectly, in a diversified portfolio of hydrogen and complementary hydrogen focussed assets whilst, as a SFDR Article 9, PRI and Green Economy Mark company, integrating core ESG principles into our decision making and ownership process, for a positive environmental impact.

As the first UK listed investment company specialising in this sector, the Company has a clear competitive advantage as an early mover into a complex sector, and offers its investors a unique window into the private hydrogen asset market. With its emphasis on Private Hydrogen Assets, the Company, gives investors an opportunity to be exposed to liquidity and portfolio diversity in hydrogen companies and projects, hard to access elsewhere, with strong growth potential.

An investment in the Company offers exposure to the broader hydrogen sector whilst, at the same time, diversifying risk for an investor. By targeting a diversified portfolio of listed and private investments across different jurisdictions and different technologies, the Company seeks to spread some of the key underlying risks relating to clean hydrogen.

A focus on material ESG factors, and especially the deployment of capital to deliver the energy transition to a low carbon economy, is at the heart of what the Investment Adviser does, running hand in hand with a strategy to deliver the target 10-15% per annum NAV growth for the investors.

The Investment Adviser is a specialist investor in this complex and rapidly-developing growth sector. The Company believes that this specialised approach is a competitive advantage that will only grow over time.

By excluding companies or projects that generate revenues from the extraction or production of fossil fuels (mining, drilling or other such extraction of thermal coal, oil or gas deposits) from the portfolio and taking on further ESG screens, the portfolio is expected to be an early mover to Net Zero in the energy transition, and will not be encumbered by the legacy greenhouse gas emissions inherent in other players in the hydrogen sector.

The clean hydrogen industry in the short term is dominated by bespoke sources of hydrogen supply, financed by specialised offtakers, typically at 5MW to 50MW scale. In the period from 2025 to 2030 the Investment Adviser expects these facilities to be upscaled to 100MW to 500MW scale, and ultimately to 1GW to 5GW. The Investment Adviser also believes that energy storage and CCS projects will also increase in scale in this timeframe, with the development of compressed air energy storage followed by hydrogen storage and long-distance transport through pipelines, as liquid hydrogen or as ammonia or e-methanol on ships.

Business model

The Company is an investment company and its purpose, strategy, investment objective and policy are set out in the Annual Report. Any material change to the investment policy requires shareholder approval.

The Company makes its investment in Private Hydrogen Assets through HydrogenOne Capital Growth Investments (1) LP (the "HydrogenOne Partnership" or the "Limited Partnership"), in which the Company is the sole limited partner. The Company may also acquire Private Hydrogen Assets directly or by way of holdings in special purpose vehicles or intermediate holding entities.

The General Partner of the Limited Partnership is HydrogenOne Capital Growth (GP) Limited (the "General Partner"), a wholly owned subsidiary of the Company. During the year, a new wholly owned subsidiary of the Company, HydrogenOne Capital Growth Investments (1A) LP, was incorporated. Further details of the Company and Group structure are given in note 1 to the Parent and Consolidated Financial Statements (the "Financial Statements"). Other than where specified, references to the Company in this document refer to the Company together with its wholly-owned subsidiaries and investment as sole limited partner in the Limited Partnership.

The Company is governed by a Board of Directors (the "Board"), all of whom are non-executive, and it has no employees. The business model adopted by the Board to achieve the Company's objective has been to contract the services of FundRock Management Company (Guernsey) Limited as the Alternative Investment Fund Manager of the Company, pursuant to the AIFM Agreement (the "AIFM"). The AIFM has appointed HydrogenOne Capital LLP to provide investment advisory services in respect of the Company (the "Investment Adviser"). The Investment Adviser will advise on the portfolio in accordance with the Board's strategy and under its and the AIFM's oversight. The Principals of the Investment Adviser responsible for the day-to-day monitoring of the portfolio are Dr John Joseph "JJ" Traynor and Richard Hulf. The Board and the AIFM monitor adherence to the Company's investment policy and regularly reviews the Company's performance in meeting its investment objective.

All administrative support is provided by third parties under the oversight of the Board. Company secretarial and administration services have been delegated to Apex Listed Companies Services (UK) Limited ("Apex" or the "Administrator"); custody services to Northern Trust Company ("Northern Trust"); registrar services to Computershare Investor Services plc ("Computershare"); and effective 12 January 2023, the Company's broker is Barclays Bank PLC ("Barclays" or the "Broker"). Prior to this date the Company's broker was Panmure Gordon (UK) Limited.

The Board reviews the performance of the AIFM, the Investment Adviser and other key service providers on an ongoing basis. Further details of the material contracts of the Company are given in note 14 to the Financial Statements.

KPIs

* The figures above are considered to represent the Company's APMs. Definitions of these APMs and other performance measures used by the Company, together with how these measures have been calculated, can be found in the annual report.

Investment Adviser's Report

Introduction

The Company's Alternative Investment Fund Manager ("AIFM"), FundRock Management Company (Guernsey) Limited, (part of Apex Group), has appointed HydrogenOne Capital LLP as the Investment Adviser to the AIFM in respect of the Company. Its key responsibilities are to originate, analyse, assess and recommend suitable investments within the hydrogen sector, and advise the AIFM accordingly. Additionally, the Investment Adviser performs asset management services in relation to the investments in the portfolio or, to the extent asset management is delegated to third parties, oversees and monitors such asset management.

HydrogenOne Capital LLP was founded in 2020 as an alternative investment firm focussed specifically on investing in hydrogen assets and their role in the energy transition. As a responsible investor, HydrogenOne Capital LLP is committed to contributing to the energy transition through the financing of sustainable investments and by providing investment solutions that reduce carbon emissions.

HydrogenOne Capital LLP employs a fully integrated investment and asset management approach and integrates its focus on ESG criteria throughout the entire investment process.

The Principals of the Investment Adviser

The Principals of the Investment Adviser have in excess of 60 years of combined experience and a track record of success in the energy industry and capital markets which are directly applicable to the hydrogen industry, including acquisitions, mergers and divestments, development of growth energy projects, supervision of profitable energy production, ESG track record, investments in both listed and private companies and board advisory. Their biographies are included in the Annual Report.

The Investment Adviser's team

The Principals have assembled an experienced team to support the Company. This group brings a mixture of finance, technical and sector skills to support the Investment Adviser in its day-to-day activity. The Investment Adviser has established a team which is responsible for financial modelling, corporate and asset valuation analysis, and opportunity assessment for the Company. The Principals anticipate a further increase in headcount should the Company grow its activities.

Advisory Board of the Investment Adviser

The Principals of the Investment Adviser are supported by an experienced team which comprises the Advisory Board.

The Advisory Board has been carefully selected to provide expert advice to the Investment Adviser on the hydrogen sector, project finance and capital markets. The Investment Adviser has appointed the members of the Advisory Board to provide it with advice from time to time. No members of the Advisory Board are directors, officers, employees or consultants of the Company, the AIFM or the Investment Adviser. It is envisaged that the Advisory Board will evolve over time, with additional experts being added or substituted as and when required.

Hydrogen sector landscape

An interplay of government policies and energy pricing continue to underpin the growth rate in the clean hydrogen sector. Governments set frameworks and funding for delivery of energy transition to net zero, improved air quality and energy security. Industrial companies and financial markets seek to capitalise on these policies, in order to offer customers price competitive, safe and reliable energy and feedstocks.

Clean hydrogen has a key role today in decarbonisation of manufacturing process such as oil refining and chemicals. Over time, clean hydrogen will also have a role in heating, the transport sector and natural gas grid blending. Clean hydrogen is also emerging as a key component in the manufacture of synthetic fuels such e-methanol, synthetic aviation fuel ("e-SAF"), and green ammonia.

Despite this key present and future role for the clean hydrogen sector, recent months have been marked by a series of project delays and cancellations in the clean hydrogen sector. Albeit such announcements are typically from higher cost and longer-term clean hydrogen opportunities. Equally, the new US Government, which was elected in 2024, has rolled back on prior policies to stimulate low carbon energy, instead placing renewed emphasis on fossil fuels. Looking ahead to 2025, there is the prospect of lower oil & gas prices, should Russia return to the international market, which could undermine the case for higher cost renewables. However, the attractiveness of renewables for energy security in regions such as the EU, which are importers of fossil fuels, will be supportive. Many of these factors are short term in nature, but are not helpful for market sentiment for the sector or the Company.

The structural, long-term fundamentals of the sector, remain positive, despite these near-term effects. Evidencing this, landmark project announcements in 2024 include medium term proposals in Rajasthan, India, where Avaada Group is intending to commit $12 billion to a Global Renewable Energy Hub, and a TotalEnergies-led hydrogen and ammonia project in Morocco, costing some $11 billion, and a number of other projects primarily across Africa, Spain and China.

By our estimates, there has been £9 billion of private sector investment in clean hydrogen in 2024 alone, which is a 50% increase over 2023 levels. Policy support announcements around the world exceeded $100 billion in 2024, albeit much of this has yet to be deployed.

Some 200,000 tonnes per year of green hydrogen production (1.5 GW) was online globally at the end of 2024, a 25% increase year-on-year. This includes the start-up of the 110MW Shenghong Petrochemical Green Project, in China and a new 40MW hydrogen plant in Camden County, Georgia, USA. Adding to this, a further 2.8 million tonnes per annum of green hydrogen production (21.5 GW) has passed Final Investment Decision, representing a [15] fold increase in supplies, and a total investment of $69 billion. This represents an approximately threefold increase on the outlook compared to end-2023. In addition, there are some 46.8 mtpa (358GW) of further projects in development world-wide, an increase of over 300GW from 2023, which could result in over 44 mtpa of hydrogen supply and 4.4 mpta avoided greenhouse gas emissions.

All of this underscores the positive industry outlook and supportive regulatory regimes for clean hydrogen. This growth outlook for clean hydrogen demand underpins the order books in many of the Company's investments, particularly in supply chain sectors such as electrolysers, fuel cells, storage and transportation businesses. Many of these businesses have world-wide customer bases for their products, and are attracting investment from international financial and strategic investors.

Portfolio summary

Portfolio review, performance and valuation

Capital Deployment since IPO and Pipeline1

The Company has invested £116.3 million in ten Private Hydrogen Assets and a portfolio of listed equities since its 2021 IPO to 31 December 2023, directly or via the HydrogenOne Partnership. In 2024, the Company decided to exit from its remaining listed hydrogen holdings and to focus on private assets. The private companies account for 98% of the NAV of the Company and span the full value chain in the clean hydrogen sector. The portfolio is dominated by supply chain businesses, particularly electrolyser and fuel cell makers such as Elcogen and Sunfire. There are further investments in storage and distribution businesses, such as Strohm. Green hydrogen accounts for some 28% of the portfolio, 19.6% in transport-related technologies, and the remaining 50% in businesses that are in the transition between traditional energy activities and clean energy. Whilst the UK accounts for over one third of the portfolio by geography, the Investment Advisor assesses that the bulk of sales from portfolio companies are derived from the EU and the Asia Pacific region.

At the time of its IPO, the Company had an Investible Universe of c.120 Private Hydrogen Assets of private companies and hydrogen production projects. Since the IPO, the Company has seen significant expansion of its opportunity set in both private companies and hydrogen production projects, at least double the number of opportunities identified at IPO, with an investment pipeline of some £500 million available for the Company's investors in the future.

Alongside this expansion in the opportunity set, the Company has seen the arrival of multiple industrial investors into the clean hydrogen sector. These are typically incumbent consumers of grey hydrogen, and companies seeking to access clean hydrogen supplies and technologies. Accordingly, the Company is invested alongside multiple industrial strategic investors today.

1 Capital deployed is comprised of the acquisition costs of Listed Hydrogen Assets (2023: £nil, 2022: £nil, 2021: £9.4 million) and Private Hydrogen Assets acquired by the Limited Partnership (2024: £2.6 million, 2023: £10.6 million, 2022: £54.3 million, 2021: £39.2 million).

Valuation

As set out in note 4 of the Financial Statements, the Investment Adviser has carried out fair market valuations of the Private Hydrogen Assets at 31 December 2024, which have been reviewed by the Valuation Committee, and the Directors have satisfied themselves as to the methodology used, the discount rates and key assumptions applied.

Private Hydrogen Assets at 31 December 2024 have been valued using either the discounted cash flow ('DCF') methodology or net asset values consistent with the International Private Equity and Venture Capital Valuation ("IPEV") Guidelines. The valuations are also benchmarked against listed peer group valuations.

Listed Hydrogen Assets are valued at fair value, which is the bid market price, or, if bid price is unavailable, last traded price on the relevant exchange. At 31 December 2024, the Company had no Listed Hydrogen Assets.

Our approach to valuation remains consistent and unchanged. Valuations are updated for all Private Hydrogen Assets on a quarterly basis and approved by the AIFM, the Valuation Committee and the Board, and are audited annually by the Company's auditor, KPMG.

Discount rates are calculated using market parameters for each investment domicile. The weighted average discount rate for 31 December 2024 was 12.8% compared with 14.2% at 31 December 2023.

The Company notes that its NAV reflects portfolio company performance and our consistent valuation methodology, driven by organic growth in the Company's private assets, with some offsets from headwinds in the pace of market development, and write downs in 2024.

By contrast, the share prices of listed hydrogen companies, which we track with the SOLGHYD index, have been highly volatile and declining since Q3 2021. Listed hydrogen shares are trading on market expectations rather than bottom‑up fundamentals. This share price decline is in a large part due to market allocation away from early-stage technology businesses as interest rates have risen, and a correction to the high valuations seen in the market in 2020-21.

The Company's own share price has tracked this decline in listed hydrogen companies, and listed funds in general. In 2021‑22, the Company assessed that many listed hydrogen companies were trading on higher valuations than its private portfolio companies, based on forward multiples of revenues. At the end of 2023, the revenue multiples of the listed hydrogen sector and the Company's private portfolio had converged, as the listed hydrogen sector had de-rated. The Company has identified a basket of listed comparable hydrogen companies for each private portfolio company, and keeps track of their financials using Bloomberg. At the end of 2024, the forward exit revenue multiples of our comparable list of hydrogen companies are trading higher than their respective private portfolio companies. The average revenue exit multiple of the private portfolio companies is 2.1x (based on the Company's valuation models), whereas the average revenue multiple of the listed comparable hydrogen companies is 3.8x (sourced from Bloomberg).

2024 Performance and 2025 outlook

The Company's NAV decreased by 12.2% from £132.7 million at 31 December 2023 to £116.4 million at 31 December 2024. NAV per share decreased to 90.39p at 31 December 2024. The NAV reduced by 12.6p from 31 December 2023 to 31 December 2024, including the write-down of HH2E (6.9p), exchange rate impacts, fund costs and other portfolio impacts.

The Company followed a strategy to exit from green hydrogen developer businesses Gen2 Energy and HH2E and the Thierbach SPV in 2024. The Company invested in the Series A in both of these businesses, which used these funds to prepare large scale green hydrogen projects for Final Investment Decision ("FID"). During 2024, the Company swapped its investment in HH2E's Thierbach SPV for additional equity in HH2E. As Gen2 Energy and HH2E delineated FIDs costing in excess of £100 million, the Company assessed that it would not be in a position to invest at that scale, and hence sought to exit from these businesses at or around the FIDs, in order to crystallise value for shareholders, and provide further cash for the Company.

Gen2 Energy was sold as planned for c. £3 million in November 2024, which reflected the unaudited carrying value at 30 June 2024. However, HH2E's major shareholder's decision to cease funding for HH2E in November 2024 resulted in the business entering self-administration, halting the Company's plans for a divestment, and leading to an 8.4 pence per share write off of the Company's NAV.

HH2E had over-invested in long-lead equipment ahead of its first FID, with some £59m of shareholder loans committed. HH2E was unable to deliver the hydrogen gas offtake agreements that new investors had sought in its Series B funding round. The major shareholder declined to provide further funding to bridge HH2E to its Series B, resulting in HH2E entering self‑administration. The Company has assessed that HH2E's write off was due to company-specific issues and should not impact the outlook for the remainder of its portfolio.

Electrolyser companies Sunfire and HiiROC saw increases in valuation in 2024, boosting the Company's NAV, underpinned by fresh investment, order books and financial performance. By contrast, the valuations of low carbon pipeline manufacturer Strohm, and solid oxide fuel cell maker Elcogen were reduced as a result of delays to order books and timing issues on manufacturing capacity ramp ups. Strohm has adapted its strategy to reflect the slower pace in roll out of offshore hydrogen, by focusing on traditional offshore energy and CCS opportunities. Elcogen's strategy was adjusted in 2024 to focus on strong near term growth in stationary power markets, using fuel cell, with reduced near-term emphasis on sold oxide electrolysis offerings. The development of the hydrogen transport sector has slowed, particularly in the United Kingdom, as a result of the push back of Government targets for low carbon transport. As a result, hydrogen transport and distribution company NanoSUN has been restructured, taken out of administration into sole ownership by the Company during 2024, rebranded as Swift Hydrogen and as held as an intellectual property holding company. HiiROC continued to deploy its thermal plasma electrolysis technology at two industrial sites in the UK, with Cemex and Centrica. Cranfield Aerospace continued to develop its hydrogen electric flight technology, and Bramble progressed innovation in printed circuit board fuel cells.

Portfolio companies generally require fresh funding in order to sustain their business models. In 2024, portfolio companies in total accessed over £500 million of funding from equity, debt and grants. Despite this, both NanoSUN and HH2E failed to access sufficient capital to continue as going concerns in 2024, due to market conditions, and there can be no certainty that sufficient funding will be available in the future, raising the risk of dilution of the Company's holdings.

The Company exited its listed hydrogen holdings during 2024, as part of a strategy to focus on cash management.

Portfolio companies delivered an aggregate £85 million in total revenue in the year to 31 December 2024, an increase of 14.9% compared to the year to 31 December 2023. This growth was driven by order books in key technologies such as electrolysers, fuel cells and low carbon pipelines.

The Company's investment activity centred on follow-ons in existing companies during 2024. During the year ended 31 December 2024, the Company made £2.6 million investments in Sunfire, Strohm, Cranfield and Swift, including investments made as convertible loans, to limit the impact of equity dilution from future funding rounds.

Portfolio companies have raised a total of c. £500 million in 2024, comprising c. £220 million in new equity, secured c. £180 million in grant funding and c. £100 million in debt and bank guarantees, underpinning the Company's valuations and the positive sector fundamentals.

We continue to see strong investment interest from industrial strategic investors in portfolio companies and the hydrogen industry at large, and note that Cemex and Baker Hughes invested in portfolio companies during the year, which underpin the investment cases and bring strategic partnerships to the portfolio.

Private portfolio companies are following strategies to substantially grow their businesses in the short to medium term. The Investment Adviser anticipates further operational and revenue growth from portfolio companies in 2025. The portfolio was in aggregate EBITDA negative in 2024, with EBITDA losses expected to reduce in 2025.

As the Company enters its fourth full year of trading, following its 2021 IPO, the Investment Adviser is maintaining a pipeline of future opportunities, and continuing to focus on cost savings, full or partial exits from the current private companies.

Our portfolio

Sunfire GmbH

www.sunfire.de

A German industrial electrolyser producer, which offers both pressure alkaline (AEL) and solid oxide electrolysers (SOEC)

Elcogen plc

www.elcogen.com

Fuel cell and electrolyser manufacturer with presence in Estonia and Finland

HiiROC Limited

www.hiiroc.com

UK-based thermal plasma electrolysis developer, with world-leading (IP-protected) technology for low-cost, zero-emission hydrogen, also enabling flare/waste gas mitigation and CO2 capture using biomethane

Strohm Holding B.V

www.strohm.eu

Netherlands-based low carbon pipeline technology company

Bramble Energy Limited

www.brambleenergy.com

UK-based fuel cell and portable power solutions company

Cranfield Aerospace Solutions Limited

www.cranfieldaerospace.com

UK-based passenger flight innovator, powering turboprop flight with hydrogen

Listed Hydrogen Assets

The Company fully realised the listed portfolio during 2024.

Analysis of financial results

The Financial Statements of the Company for the year ended 31 December 2024 are set out in the Annual Report.

Net assets

Net assets decreased from £132.7 million at 31 December 2023 to £116.4 million at 31 December 2024. The decrease in net assets was driven largely by the write down of the investment in HH2E.

The net assets of £116.4 million comprise £113.7 million portfolio value of investments, including the holding in the HydrogenOne Partnership, and the Company's cash balances of £2.8 million, and other net liabilities of £0.1 million.

The Limited Partnership's net assets of £113.7 million comprise £113.5 million portfolio value of investments (including accrued interest), cash balances of £0.3 million and liabilities of £56,000.

Cash

At 31 December 2024, the Company and the HydrogenOne Partnership (together the 'Group') had a total cash balance of £3.1 million (2023: £4.7 million), including £0.3 million in the Limited Partnership, which is included in the Company's balance sheet within 'investments held at fair value through profit or loss'.

Loss for year

The Company's total loss before tax for the year ended 31 December 2024 is £16.2 million (31 December 2023: profit of £7.3 million), generating a loss per Ordinary Share of 12.60 pence (31 December 2023: return of 5.68 pence per share).

In the year to 31 December 2024, the losses on fair value of investments were £15.1 million (31 December 2023: gains of £9.1 million).

The expenses included in the income statement for the year were £1.3 million, in line with expectations. These comprise £34,000 Investment Adviser fees and £1.2 million operating expenses. The details on how the Investment Adviser fees are charged are as set out in note 6 to the Financial Statements.

Ongoing charges

The ongoing charges ratio is an indicator of the costs incurred in the day-to-day management of the Company.

The ongoing charges percentage for the year to 31 December 2024 was 2.53% (31 December 2023: 2.56%). The ongoing charges have been calculated, in accordance with AIC guidance, as annualised ongoing charges (i.e. excluding acquisition costs and other non-recurring items) divided by the average published undiluted Net Asset Value in the period. The calculation is provided in the Annual Report. The ongoing charges percentage has been calculated on the amalgamated basis and therefore takes into consideration the expenses of HydrogenOne Partnership as well as the Company.

Environmental, Social and Governance ("ESG")

ESG Highlights:

HGEN is an SFDR Article 9 impact fund with a sustainable investment objective aligned with the climate change mitigation goal of the EU Taxonomy.

· A unique offering to investors - leadership in a new green energy technology sector from the first London-listed hydrogen fund.

· Strong orientation to ESG mandates, investing capital in low-carbon growth and enabling the avoidance of GHG emissions.

· Reported to the Principles of Responsible Investment (''PRI'') for the second time and scored above median average for the peer group in each of the three reported modules, including: Policy, Governance and Strategy; Confidence Building Measures; and Direct Private Equity.

· Reported on Carbon Disclosure Project ("CDP"), SRI Services Fund EcoMarket database ("SRI"), S&P Global Corporate Sustainability Assessment ("CSA") for the second time, in 2024.

· The Company's Board gender diversity remained 50%.

· Full details of the Company's sustainability performance and strategy can be found in a separate Sustainability Report, which will be available on the Company's website.

· Over 132,839 tonnes of Greenhouse Gas (tCO2e) emissions avoided in FY2024 (FY2023: 91,116 tCO2e) (over 576 times the combined scope 1, 2 and 3 emissions of the Company in the same period) and 274,534 tCO2e (FY2023: 141,695) since IPO.

· Potential 537,193 megawatt-hour (MWh) lifetime clean energy capacity in FY2024 (FY2023: 571,294 MWh) and 1,334,487 MWh (FY2023: 797,294) since IPO;

· 6.70 megawatt (MW) of fuel cell and electrolyser units sold in FY2024 (FY2023: 0.59 MW) and 11.60 MW since IPO (FY2023: 4.9 MW) - all adjusted for the Company's shareholding; and

· Most of the Company's investments either directly or indirectly displace fossil fuels, making a clear contribution to achieving the Paris Accords target of limiting global temperature rises to below 2 degrees and ideally limiting them to 1.5 degrees.

Our Impact:

£116.3 million

Deployed in low-carbon growth;

132,839 tCO2e

Emissions avoided in FY 2024 and 274,534 tCO2e avoided since IPO;

537,193 MWh

Potential MWh lifetime clean energy capacity in FY2024 and 1,334,487 MWh since IPO;

91% EU Taxonomy

Portfolio alignment with the EU taxonomy for FY 24 (92% FY 23);

1.81 tCO2e/£m

Carbon footprint (FY 23 2.22 tCO2e/ £m);

Methodology

Emissions are calculated in line with the Greenhouse Gas Protocol. The Company has no direct employees, operations, or permanent office space, resulting in zero Scope 1 and 2 emissions. All material emissions are categorised as Scope 3, specifically comprising the investment portfolio of Private Hydrogen Assets, which forms the focus of this report. In alignment with EU SFDR requirements, portfolio emissions are presented on a look-through basis, with emissions aggregated by scope and presented as Scope 1, 2, or 3, rather than being consolidated within Scope 3 category 15 (investments). Further details on the emissions calculation methodology is presented in the Annual Report.

Principles of Responsible Investment

During the year the Company submitted its reporting to the Principles of Responsible Investment. The charts below show the scoring vs the peer group of investment managers in the same jurisdiction with similar assets under management. The results are favourable to the Company with performance above the median average in all three categories and particularly strong results in governance. Further work to enhance responsible investment performance will be undertaken in the current year. No specific energy efficiency actions have been taken by the Company during the year.

Policy, Governance and Strategy

Confidence Building Measures

Direct - Private Equity

1 Notwithstanding any mitigation action in the respective supply chains, we expect that scope 3 emissions will increase as data gaps are closed and use of estimates are reduced as more reliable data from Private Hydrogen Assets becomes available.

2 Carbon Footprint as per SFDR PAI Annex I tables

3 This metric reflects the electricity, energy, and fuel consumption (including transportation) of Private Hydrogen Assets located within the UK, presented proportionate to the Company's equity share.

4 Carbon footprint and GHG intensity are distinct metrics that measure environmental impact. Carbon footprint represents the total emissions of investee companies divided by the current value of all investments, essentially showing emissions per value invested. GHG intensity measures emissions in relation to company revenues, indicating how emissions relate to economic output.

Stakeholder engagement (Section 172 Statement)

The Directors have a statutory duty to promote the success of the Company, whilst also having regard to certain broader matters, including the need to engage with employees, suppliers, customers, and others to their interests.

The Company has no employees and no customers in the traditional sense. In accordance with the Company's nature as an investment trust the Board's principal concern is the interests of the Company's shareholders taken as a whole. In doing so, it has due regard to the impact of its actions on shareholders, the environment and the wider community.

The Investment Adviser (in addition to the Board) has significant dealings with our stakeholders and, therefore, is an integral point of contact between the Company and our stakeholders. The Company's Corporate Broker, Barclays Bank PLC, are also an integral point of contact between the Company and our shareholders and, together with the Investment Adviser ensure that any shareholder feedback or observations are collated.

The following disclosure describes how the Directors have had regard to the matters set out in section 172(1)(a) to (f) when performing their duty under s172 of the Companies Act 2006 and forms the Directors' statement required under section 414CZA of the Companies Act 2006.

Other Matters

Modern slavery disclosure

The Company is committed to maintaining the highest standards of ethical behaviour and expects the same of its business partners. The use of slavery and human trafficking is unacceptable and entirely incompatible with its ethics as a business. The Company believes that all efforts should be made to eliminate it from its supply chains.

The majority of services supplied to or on behalf of the Company are from the financial services, energy and construction industries and other services associated with those industries. Given what the Company understands to be a low risk profile of anyone supplying it with services being involved in slavery and/or human trafficking, it believes its current procedures and ability to rely on regulatory oversight in relation to professional services are sufficient in this regard.

Social, community and human rights issues

The Investment Adviser screens the Company's Investable Universe as part of the Environmental Social and Governance analysis for any breaches of the principles of the UN Global Compact, including human rights, labour rights, environmental breaches and corruption. Any non‑compliant companies are excluded from investment.

Anti-bribery and corruption

In accordance with the UK Bribery Act 2010, the Company has developed appropriate anti-bribery policies and procedures. The Company has a zero-tolerance policy towards bribery and is committed to carrying out its business fairly, honestly and openly. The anti-bribery policies and procedures apply to all its officers and to those who represent the Company (including its business partners). The Company expects those providing services to it, or on its behalf, to undertake their business without bribery.

Prevention of the facilitation of tax evasion

The Criminal Finances Act (Commencement No. 1) Regulations 2017 (SI 2017/739) brought Part 3 of the Criminal Finances Act 2017, the corporate offences of failure to prevent facilitation of tax evasion, into force on 30 September 2017. The Company does not tolerate tax evasion in any of its forms in its business. The Company complies with the relevant UK law and regulation in relation to the prevention of facilitation of tax evasion and supports efforts to eliminate the facilitation of tax evasion worldwide, and works to make sure its business partners share this commitment.

Company information

HydrogenOne Capital Growth plc (the "Company" or "Parent") was incorporated in England and Wales on 16 April 2021 with registered number 13340859 as a public company limited by shares and is an investment company within the terms of Section 833 of the Companies Act 2006 (the "Act"). The Company is listed and began trading on the Main Market of the London Stock Exchange on 30 July 2021 (the "IPO"). The Company is an approved investment trust under sections 1158 and 1159 of the Corporation Tax Act 2010 and Part 2 Chapter 1 of Statutory Instrument 2011/2999.

Asset allocation at year end

The breakdown of the structure of the portfolio at the Company's year-end is shown in the Annual Report.

Dividends and dividend policy

The Ordinary Shares carry a right to receive dividends. If a dividend is to be declared, interim dividends are determined by the Board and a final dividend is subject to shareholder approval at the AGM.

Dividend policy

The Company is targeting a Net Asset Value total return of 10 to 15% per annum over the medium to long-term with further upside potential. The Company intends to invest in Hydrogen Assets with cash flow typically re-invested for further accretive growth.

The Company only intends to pay dividends in order to satisfy the ongoing requirements under the Investment Trust (Approved Company) (Tax) Regulations 2011 for it to be approved by HMRC as an investment trust save that, in the medium term, the Company's Hydrogen Assets may also generate free cash flow which the Company may decide not to re-invest and, in such case(s), the Company currently intends to distribute these amounts to Shareholders.

The Company's revenue return after tax for the year amounted to a loss of £1,130,000 (31 December 2023: loss of £1,328,000). The Company made a capital loss after tax of £15,101,000 (2023: gain of 8,645,000). Therefore the total return after tax for the Company was a loss of £16,231,000 (2023: profit of £7,317,000). No dividends have been paid or are proposed for the year to 31 December 2024 (2023: nil).

Risk and risk management

Principal risks and uncertainties

The Board, through delegation to the Audit and Risk Committee, has carried out a robust assessment of the emerging and principal risks facing the Company. These include those that would threaten its business model, future performance, solvency and liquidity (see Audit and Risk Committee Report in the Annual Report). The Audit and Risk Committee reviews ongoing monitoring of both risks and controls. This ensures heightened and emerging risks are identified outside of the normal cycle of Board and Audit and Risk Committee meetings. The Audit and Risk Committee undertook a comprehensive review of the Company's risk management framework and controls during the year. The risks are documented on a risk register and each risk is rated by impact and probability with the assessed risk given a risk score and a residual rating. The risk register is reviewed on an ongoing basis in an attempt to capture all risks and put appropriate mitigation in place. The review takes into account changing factors including, but not restricted to, changes to markets (both macro and micro), stakeholders, operations, regulation and emerging risks. The top risks identified by this process are set out in the table below together with the mitigated approach, and the Board considers these to be the principal risks of the Company.

↑ Increasing ↔ Stable ↓ Reducing

Viability statement

The Directors have assessed the viability of the Group for the period to 31 December 2027 (the "Viability Period"). The Board believes that the Viability Period, being approximately three years, is an appropriate time horizon over which to assess the viability of the Group, particularly when taking into account the long-term nature of the Group's investment strategy, of investing in private equity stakes of unlisted companies with a 3-5 year exit plan for each investment, the principal risks outlined above and the continuation vote due in 2026. The viability period has been reduced from five years on account of the financial situation of the Company and the impending continuation vote. This assessment has been made on the assumption that the cashflow shortfall is resolved by the action plans laid out in Note 2 Basis of Preparation in the Financial Statements, which the Board consider to be achievable, based on the progress on cost cutting made to date and the Company's ability to realise part of its investment portfolio through secondary sales. 

In accordance with the Articles, the continuation of the Company is subject to the approval of shareholders every five years, with the first vote to be proposed as an ordinary resolution at the Company's AGM in 2026. If passed, the Articles provide that the Directors propose as an ordinary resolution that the Company continue its business as presently constituted at each fifth annual general meeting thereafter that the Company continues its business as presently constituted.

In its assessment of the prospects of the Group, the Board carried out a robust assessment of the emerging and principal risks and considered each of the uncertainties set out in the Annual Report which included consideration of severe but plausible downside scenarios (such as a long-term market downturn, significantly increased costs, delays in the realisation of assets and the liquidity and solvency of the Group).

The Board notes the current liquidity position of the Company and the high discount to NAV of the current share price, and recognises this increases the risk that the continuation vote will not be passed. The Board believe the actions to improve liquidity described in Note 2 Basis of Preparation in the Financial Statements will put the Company in a stronger position over the coming year, and the performance of the remaining Private Hydrogen Assets and the expected growth in the clean energy and hydrogen sectors, driven by increased governmental support, mean the prospects for the Company remain positive and this will be reflected in improved performance of the Company over the next twelve months.

The Investment Adviser continues to implement all options to sustain the financial position of the Company as described in Note 2 Basis of preparation in the Financial Statements. Measures that are being undertaken include reducing costs, a strategy to divest of portfolio positions in full or in part.

The Board considered the Group's current financial position and its ability to raise funds to meet the Group's liabilities over the next twelve months and beyond. The Board considered each of the actions currently being taken to address the financial situation, and the likelihood of success for each of the actions. In addition, it considered the impact these actions would have on the viability of the Group.

The Board also considered the Group's income and expenditure projections and cash projections. These metrics were subjected to stress testing of the assumptions to evaluate the potential impact on the Group and the tariffs being implemented by the new US administration, longer investment hold periods and increased inflation. Portfolio changes, market developments, level of premium / discount to NAV and share buybacks / share issues are discussed at quarterly Board meetings. The internal control framework of the Group is subject to a formal review on at least an annual basis. The level of the ongoing charges is dependent to a large extent on the level of net assets, the most significant contributor being the Investment Adviser's fee. The Group's cash realisable from the sale of its investments provide cover to the Group's operating expenses, and any other costs likely to be faced by the Group over the Viability Period of their assessment.

The Director's assessment considered the market risks associated with the Russian invasion of Ukraine and the war in the Middle East, along with the likely impact of the current global government policy affecting the hydrogen sector. The ongoing market volatility and uncertainty this has caused, including higher inflation and interest rates, has been considered and will continue to be monitored. The Investment Adviser has reviewed the investment portfolio for exposure and while limited exposure has been identified the Board will keep the situation under continued review.

Based on this assessment, the Directors have a reasonable expectation that the Group will be able to continue to operate and to meet its liabilities as they fall due over the Viability Period.

Employees

The Company has no employees. As at the date of this report, the Company had four Directors, of whom two are male and two are female.

Outlook

The outlook for the Company is described in the Chairman's Statement and the Investment Adviser's Report.

Strategic report

The Strategic Report set out in the Annual Report was approved by the Board of Directors on 29 April 2025.

For and on behalf of the Board

Simon Hogan

Chairman

29 April 2025

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and the Group and Parent Company Financial Statements in accordance with applicable laws and regulations.

Company law requires the Directors to prepare Group and Parent Company Financial Statements for each financial year. Under that law they are required to prepare the Group Financial Statements in accordance with UK-adopted international accounting standards and applicable law and have elected to prepare the parent Company Financial Statements on the same basis.

Under company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Parent Company and of the Group's profit or loss for that year. In preparing each of the Group and Parent Company Financial Statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgements and estimates which are reasonable relevant and reliable;

· state whether they have been prepared in accordance with UK-adopted international accounting standards;

· assess the Group and Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

· use the going concern basis of accounting unless they either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and which disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its Financial Statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility statement of the Directors in respect of the annual report

The Directors each confirm to the best of their knowledge that:

· the Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

· the Strategic Report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

The Directors consider the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy.

For and on behalf of the Board

Simon Hogan

Chairman

29 April 2025

Financial statements

Parent and consolidated statement of comprehensive income

For the year ended 31 December 2024

There is no other comprehensive income and therefore the '(Loss)/profit for the Year' is the total comprehensive income for the year.

The total column of the above statement is the Parent and Consolidated Statement of Comprehensive Income, including the return per Ordinary Share, which has been prepared in accordance with IFRS. The supplementary revenue and capital columns, including the return per Ordinary Share, are prepared under guidance from the Association of Investment Companies.

All revenue and capital items in the above statement derive from continuing operations. The notes form an integral part of these Financial Statements.

Parent and consolidated statement of financial position

As at 31 December 2024

Approved by the Board of Directors on and authorised for issue on 29 April 2025 and signed on their behalf by:

Simon Hogan

Director

HydrogenOne Capital Growth plc is incorporated in England and Wales with registration number 13340859.

The notes form an integral part of these Financial Statements.

Parent and consolidated statement of changes in equity

For the year ended 31 December 2024

For the year ended 31 December 2023

The notes form an integral part of these Financial Statements.

Parent and consolidated statement of cash flows

For the year ended 31 December 2024

The notes form an integral part of these Financial Statements.

Notes to the parent and consolidated financial statements

1. General information

Company information

HydrogenOne Capital Growth plc (the "Company" or "Parent") was incorporated in England and Wales on 16 April 2021 with registered number 13340859 as a public company limited by shares and is an investment company within the terms of Section 833 of the Companies Act 2006 (the "Act"). The Company is listed and began trading on the Main Market of the London Stock Exchange and was admitted to the premium segment of the Official List on 30 July 2021 (the "IPO"). The Company has applied for and been accepted as an approved investment trust under sections 1158 and 1159 of the Corporation Tax Act 2010 and Part 2 Chapter 1 of Statutory Instrument 2011/2999.

FundRock Management Company (Guernsey) Limited acts as the Company's Alternative Investment Fund Manager ("AIFM").

Apex Listed Companies Services (UK) Limited (the "Company Secretary and Administrator") provides administrative and company secretarial services to the Company.

The Company's Investment Adviser is HydrogenOne Capital LLP.

The Company's registered office is 4th Floor, 140 Aldersgate Street, London, EC1A 4HY.

Investment objective

The Company's investment objective is to deliver an attractive level of capital growth by investing, directly or indirectly, in a diversified portfolio of hydrogen and complementary hydrogen focused assets whilst integrating core environmental, social and governance ("ESG") principles into its decision making and ownership process.

Company structure

The Company makes its investment in unquoted Hydrogen Assets ("Private Hydrogen Assets") through HydrogenOne Capital Growth Investments (1) LP (the "Limited Partnership"), in which the Company is the sole Limited Partner. The Limited Partnership is registered as a private fund limited partnership in England and Wales under the Limited Partnerships Act 1907 with registered number LP021814. The Limited Partnership has been established pursuant to a Limited Partnership Agreement dated 5 July 2021 as amended and restated on 26 November 2021 (the "Limited Partnership Agreement") in order to make investments pursuant to the investment policy of the Limited Partnership. The Limited Partnership's investment policy and restrictions are consistent with the Company's investment policy and restrictions for Private Hydrogen Assets.

The General Partner of the Limited Partnership is HydrogenOne Capital Growth (GP) Limited (the "General Partner"), a wholly owned subsidiary of the Company. The General Partner was incorporated in England and Wales on 19 May 2021 with registered number 13407844. The General Partner undertakes the responsibility for the management, operation and administration of the business and affairs of the Limited Partnership. The General Partner's Profit Share for each accounting period shall be an amount equal to 1.5% per annum of the prevailing NAV of the Limited Partnership, which shall be allocated to the General Partner as a first charge on the profits of the Limited Partnership. For so long as the Company is the sole Limited Partner, the General Partner's Profit Share shall be allocated and distributed to the Company rather than the General Partner.

The carried interest partner of the Limited Partnership is HydrogenOne Capital Growth (Carried Interest) LP (the "Carried Interest Partner") which, in certain circumstances, will receive carried interest on the realisation of Private Hydrogen Assets by the Limited Partnership. The Carried Interest Partner has been set up for the benefit of the principals of the Investment Adviser. Further details of the carried interest fees payable to the Carried Interest Partner are given in Note 6 to the Financial Statements.

During the year, a new wholly owned subsidiary of the Company, HydrogenOne Capital Growth Investments (1A) LP ("Limited Partnership 1A"), was incorporated pursuant to the sale of GEN2 Energy AS. Following the completion of the sale during the year, the Company withdrew as a limited partner of Limited Partnership 1A.

The General Partner of Limited Partnership 1A is HydrogenOne Capital Growth Investments (1A) GP LLP (the "General Partner 1A"), a wholly owned subsidiary of the Company. The General Partner 1A was incorporated in England and Wales on 3 June 2024 with registered number OC452544. The General Partner 1A shares the responsibility for the management, operation and administration of the business and affairs of Limited Partnership 1A with a third party. General Partner 1A is entitled to receive 1% of the proceeds received by Limited Partnership 1A (if any) .

Private Hydrogen Assets

The Company invests via the Limited Partnership in Private Hydrogen Assets, which may be operational companies or hydrogen projects. Investments are mainly in the form of equity, although investments may be made by way of debt and/or convertible securities. The Company may acquire a mix of controlling and non-controlling interests in Private Hydrogen Assets, however the Company invests principally in non-controlling positions (with suitable minority protection rights to, inter alia, ensure that the Private Hydrogen Assets are operated and managed in a manner that is consistent with the Company's investment policy).

The Company acquires Private Hydrogen Assets via the Limited Partnership, directly or by way of holdings in special purpose vehicles or intermediate holding entities (including successor limited partnerships established on substantially the same terms as the Limited Partnership) or, if the Company is considered a 'feeder fund' under the Listing Rules, other undertakings advised by the Investment Adviser and, in such circumstances, the investment policy and restrictions will also be applied on a look-through basis and such undertaking(s) will also be managed in accordance with the Company's investment policy.

Listed Hydrogen Assets

The Company also invests directly in quoted or traded Hydrogen Assets, which are predominantly equity securities but may also be corporate debt and/or other financial instruments ("Listed Hydrogen Assets"). The Company has the ability to invest in Listed Hydrogen Assets in any market or country with a market capitalisation (at the time of investment) of at least US$100 million. The Company's approach is to be a long-term investor and will not ordinarily adopt short-term trading strategies.

Liquidity reserve

During the initial Private Hydrogen Asset investment period after a capital raise and/or a realisation of a Private Hydrogen Asset, the Company intends to allocate the relevant net proceeds of such capital raise/realisation to cash (in accordance with the Company's cash management policy) and/or additional Listed Hydrogen Assets and related businesses pending subsequent investment in Private Hydrogen Assets (the ''Liquidity Reserve'').

The Company anticipates holding cash to cover the near-term capital requirements of the pipeline of Private Hydrogen Assets and in periods of high market volatility.

2. Basis of preparation

The principal accounting policies are set out below:

Reporting entity

These Parent and Consolidated Financial Statements (the "Financial Statements") present the results of both the Parent; and the Parent, the General Partner and General Partner 1A (together referred to as the "Group").

At 31 December 2024, the statement of financial position of the General Partner and General Partner 1A consisted of issued share capital and corresponding share capital receiveable in the amount of £1 (2023: £1) and £10 respectively. The General Partners had no income, expenditure or cash flows for the period.

Due to the immaterial balances of the General Partners there is no material difference between the results of the Parent and the results of the Group. As a result, the Financial Statements as presented represent both the Parent and the Group's financial position, performance, and cash flows.

Basis of accounting

The Financial Statements have been prepared in accordance with UK-adopted international accounting standards ("IFRS") and the applicable legal requirements of the Companies Act 2006.

The Financial Statements have also been prepared as far as is relevant and applicable to the Company and Group in accordance with the Statement of Recommended Practice ('SORP') issued by the Association of Investment Companies ("AIC") in July 2022.

The Financial Statements are prepared on the historical cost basis, except for the revaluation of financial instruments measured at fair value through profit or loss.

Fair value is the price that would be received on sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or liability, the Company and Group take into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these Financial Statements is determined on such a basis.

The Financial Statements are presented in Pounds Sterling because that is the currency of the primary economic environment in which the Company and Group operate.

The principal accounting policies adopted are set out below. These policies are consistently applied.

Accounting for subsidiaries

The Board of Directors has determined that the Company has all the elements of control as prescribed by IFRS 10 in relation to:

1. the Limited Partnership; as the Company is the sole limited partner in the Limited Partnership (100% of the Limited Partnership's commitments are held by the Company), is exposed to and has rights to the returns of the Limited Partnership, and has the ability through its control of the General Partner to affect the amount of its returns from the Limited Partnership; and

2. the General Partner and the General Partner 1A (together the 'General Partners'); as the Company wholly owns the General Partners, is exposed to and has rights to the returns of the General Partners and has the ability through its control of the General Partners' activities to affect the amount of its returns from the General Partners.

The Investment entities exemption requires that an investment entity that has determined that it is a parent under IFRS 10 shall not consolidate certain of its subsidiaries; instead, it is required to measure its investment in these subsidiaries at fair value through profit or loss in accordance with IFRS 9. The criteria which define an investment entity are as follows:

(i) the company obtains funds from one or more investors for the purpose of providing those investors with investment management services;

(ii) the company commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and

(iii) the company measures and evaluates the performance of substantially all of its investments on a fair value basis.

The Company is an investment company, providing investors exposure to a diversified portfolio of hydrogen and complementary hydrogen focussed assets that are managed for investment purposes. The investments were made in line with the stated objective of the Company to deliver an attractive level of capital growth in accordance with the strategy that has been set by the Directors.

In assessing whether the Company meets the definition of an investment entity set out in IFRS 10 the Directors' note that:

(i) the Company has multiple investors with shares issued publicly on the London Stock Exchange and obtains funds from a diverse group of shareholders who would otherwise not have access individually to investing in hydrogen focussed assets;

(ii) the Company's purpose is to invest funds for capital appreciation but with potential for some investment income. The Limited Partnership has a ten-year life however the underlying assets have minimal residual value because they do not have unlimited lives, are not to be held indefinitely and have appropriate exit strategies in place; and

(iii) the Company measures and evaluates the performance of all of its investments on a fair value basis which is the most relevant for investors in the Company. The Directors use fair value information as a primary measurement to evaluate the performance of all of the investments and in decision making.

The Directors assess each new investment carefully to determine whether the Company as a whole continues to meet the definition of an investment entity.

The Board of Directors has determined that the Company meets all the typical characteristics of an investment entity and therefore meets the definition set out in IFRS 10.

Accounting for the Limited Partnership

The Limited Partnership serves as an asset holding entity and does not provide investment-related services. Therefore, when the Limited Partnership is assessed based on the overall structure as a means of carrying out the Company's activities, the Board of Directors has determined that the Limited Partnership meets the definition of an investment entity. Accordingly, the Company is required under IFRS 10 to hold its investment in the Limited Partnership at fair value through the Statement of Comprehensive Income rather than consolidate them. The Company has determined that the fair value of the Limited Partnership is its net asset value and has concluded that it meets the definition of an unconsolidated subsidiary under IFRS 12 and has made the necessary disclosures in these Financial Statements.

Accounting for the General Partners

The General Partners provide investment related services to their respective limited partnership on behalf of the Company. IFRS 10 requires subsidiaries that provide services that relate to the investment entity's investment activities to be consolidated. Accordingly, the Company is required under IFRS 10 to consolidate the results of the General Partners.

The Directors agree that the investment entity accounting treatment outlined above appropriately reflects the Company's activities as an investment trust and provides the most relevant information to investors.

Going concern

The Company and Group had at 31 December 2024 unrestricted cash of £3.1 million (2023: £4.6 million). At the date of approval of these Financial Statements, the Company and Group had cash resources of £2.4 million and annual expenses are estimated to be £3.1 million. Based on the current cash position and the estimated expenses of the Company and the Group over the next twelve months, the Board has determined that there will be a shortfall of cash without any further action. The Directors have concluded that this represents a material uncertainty that may cast significant doubt on the Company and Group's ability to continue as a going concern. The Company's strategy has been set to address this.

Further cost savings are anticipated in 2025. The Company continues to seek both secondary sales of parts of its portfolio, and full exits from portfolio companies. The Company continues to monitor opportunities for a fresh equity raise, although the discount of the share price to the NAV may prevent this.

The Board and the Investment Adviser are considering a wide range of options, with urgency, to deliver shareholder value, with confidential discussions underway with third parties.

The Directors acknowledge that there are risks attached to each of these plans. For example all the cost savings identified may not be achieved and may be offset by inflationary cost rises elsewhere. However the Board and the Investment Adviser are confident a secondary sale of part of one of the investments in the portfolio can be achieved based on the Company's prior experience of realising Gen2 Energy and ongoing secondary transactions in the Private Hydrogen Assets. As such the Board believe the plans are achieveable, whether together or in isolation and will cover the cash shortfall.

The Directors also recognise that the continuation of the Company is subject to the approval of shareholders at the Annual General Meeting ("AGM") in 2026, and every fifth AGM thereafter. The Board has considered the long-term prospects of the Company. The Board notes the current liquidity position of the Company as described above, and also the high discount to NAV of the current share price, and recognises this increases the risk that the continuation vote will not be passed. However the Board believe the actions described to improve liquidity will put the Company in a stronger position over the coming year, and the performance of the remaining Private Hydrogen Assets and the expected growth in the clean energy and hydrogen sectors mean the prospects for the Company remain positive and this will be reflected in improved performance of the Company over the next twelve months. In the event that continuation vote is not passed, the Directors are required to draw up proposals for shareholders' approval for the reconstruction or reorganisation of the Company, which would require a special resolution of the shareholders.

Following the declaration of the Company's Net Asset Value as at the 31 December 2024, on 5 February 2025, the Company's share price was 21.95p representing a 75.7% discount to the Net Asset Value (31 December 2024: discount of 76.0%).

Based on the above, the Directors continue to adopt the going concern basis in preparing these Financial Statements. Accordingly, these Financial Statements do not include any adjustments to the carrying amount or classification of assets and liabilities that would result if the Company and Group were unable to continue as a going concern.

Critical accounting judgements, estimates and assumptions

The preparation of Financial Statements in accordance with IFRS requires the Directors to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of income and expense during the period. Actual results could differ from those 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 only affects that period or in the period and future periods if the revision affects both current and future periods.

Judgements

Investment entity

In accordance with the Investment Entities exemption contained in IFRS 10, the Board has determined that the Company satisfies the criteria to be regarded as an investment entity and that the Company provides investment related services and, as a result, measures its investment in the Limited Partnership at fair value.

The Limited Partnership serves as an asset holding entity and does not provide investment-related services. Therefore, when the Limited Partnership is assessed based on the overall structure as a means of carrying out the Company's activities, the Board of Directors has determined that the Limited Partnership meets the definition of an investment entity. Accordingly, the Company is required under IFRS 10 to hold its investment in the Limited Partnership at fair value through the Statement of Comprehensive Income rather than consolidate them.

The General Partners provide investment related services to their respective limited partnership on behalf of the Company. IFRS 10 requires subsidiaries that provide services that relate to the investment entity's investment activities to be consolidated. Accordingly, the Board of Directors have determined that the Company is required under IFRS 10 to consolidate the results of the General Partners. As described in the Reporting Entity section, the Financial Statements as presented represent both the Parent's and the Group's financial position, performance and cash flows.

These conclusions involved a degree of judgement and assessment as to whether the Company, the Limited Partnership and the General Partners met the criteria outlined in the accounting standards.

Going Concern

The Board has considered the operational resources available to the Company and Group and whether they are adequate to continue in operational existence for at least twelve months from the date of approval of these Financial Statements. The Board recognises the current financial situation of the Company and has reviewed the actions being taken to address the current cash position and have concluded that the criteria for preparing the financial statements on a going concern basis have been met.

Estimates

Investment valuations

The key estimate in the Financial Statements is the determination of the fair value of the Private Hydrogen Assets, held by the Limited Partnership, by the Investment Adviser for consideration by the Directors. This estimate is key as it significantly impacts the valuation of the Limited Partnership at the year end. The fair valuation process involves estimation using subjective inputs that are unobservable (for which market data is unavailable). The key inputs considered in the valuation are described in note 15.

New standards, interpretations and amendments adopted from 1 January 2024

Effective in the current financial year

The Board have assessed those new standards, interpretations, and/or amendments which became effective during the financial year under review and concluded they have no material impact to the Company.

New standards and amendments issued but not yet effective

The relevant new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the financial statements are disclosed below.

• Amendments to IAS 21 - Lack of Exchangeability (effective for annual periods beginning on or after 1 January 2025)

• Amendments to the Classification and Measurement of Financial Instruments Amendments to IFRS 9 and IFRS 7 (effective for annual periods beginning on or after 1 January 2026)

• IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027). IFRS 18 will replace IAS 1 Presentation of Financial Statements and

The Board have assessed new but not yet effective standards applicable to the Company and have concluded that, with the exception of IFRS 18 they will not have a material impact to the Company. The Company is still in the process of assessing the impact of IFRS 18, particularly with respect to the structure of the Company's statement of comprehensive income, the statement of cash flows and the additional disclosures required for monthly performance monitoring. The Company is also assessing the impact on how information is grouped in the financial statements, including for items currently labelled as "other".

3. Material accounting policies

(a) Financial instruments

Financial assets - Classification, recognition, derecognition and measurement

The Company and Group's financial assets principally comprise of: investments held at fair value through profit or loss (Listed Hydrogen Assets and the Limited Partnership); and trade and other receivables, which are initially recognised at fair value and subsequently measured at amortised cost.

Financial assets are recognised in the Statement of Financial Position when the Company or Group become a party to the contractual provisions of the instrument. Transaction costs that are directly attributable to the acquisition or issue of financial assets (other than financial assets at fair value through profit or loss) are added to or deducted from the fair value of the financial assets, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets at fair value through profit or loss are recognised immediately in profit or loss.

Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair value. Gains and losses resulting from the movement in fair value are recognised in the Statement of Comprehensive Income at each valuation point within 'gains/(losses) on investments'.

Financial assets are derecognised when the rights to receive cash flows from the investments have expired or the Company or Group have transferred substantially all risks and rewards of ownership. For Listed Hydrogen Assets, realised (losses)/gains are calculated using the average cost method. Distributions received from the Limited Partnership are treated as a return of capital and reduce the cost basis of the Company's investment in the Limited Partnership. If the Limited Partnership's cost basis if reduced to nil, any subsequent distributions will be recorded as realised gains.

Financial liabilities - Classification, recognition, derecognition and measurement

The Company and Group's financial liabilities include trade and other payables and other short term monetary liabilities which are initially recognised at fair value and subsequently measured at amortised cost.

Financial liabilities are recognised in the Statement of Financial Position when the Company or Group become a party to the contractual provisions of the instrument. Transaction costs that are directly attributable to the acquisition or issue of financial liabilities (other than financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. Financial liabilities are subsequently measured at amortised cost.

A financial liability (in whole or in part) is derecognised when the Company or Group have extinguished the contractual obligations, it expires or is cancelled.

Valuation of Listed Hydrogen Assets

Upon initial recognition Listed Hydrogen Assets are classified by the Company and Group 'at fair value through profit or loss'. They are accounted for on the date they are traded and are included initially at fair value which is taken to be their cost. Subsequently they are valued at fair value, which is the bid market price, or if bid price is unavailable, last traded price on the relevant exchange.

Valuation of the Limited Partnership

The Company may make investments in Private Hydrogen Assets directly, via the Limited Partnership and/or by way of holdings in special purpose vehicles or intermediate holding entities. Currently, all the Company's Private Hydrogen Assets are held via the Limited Partnership.

The Company and Group has determined that the fair value of the Limited Partnership is the Limited Partnership's Net Asset Value ("NAV"). The NAV of the Limited Partnership is prepared in accordance with accounting policies that are consistent with IFRS and consists of the fair value of its Private Hydrogen Assets, and the carrying value of its assets and liabilities.

The Investment Adviser values the Private Hydrogen Assets according to IPEV Guidelines. The valuation techniques available under IPEV Guidelines are set out below and are followed by an explanation of how they are applied to the Private Hydrogen Assets:

· Discounted cash flows ("DCF");

· Price of recent investment;

· Multiples;

· Industry Valuation Benchmarks;

· Available Market Prices; and

· Net Assets

The nature of the Private Hydrogen Assets will influence the valuation technique applied. The valuation approach recognises that, as stated in the IPEV Guidelines, the price of a recent investment, if resulting from an orderly transaction, generally represents fair value as at the transaction date and may be an appropriate starting point for estimating fair value at subsequent measurement dates. Consideration is given to the facts and circumstances as at the subsequent measurement date such as changes in the market or performance of the investee company including whether maintainable revenues and/ or earnings have been established. Milestone analysis is used, where appropriate, to incorporate the operational progress of the investee company into the valuation.

As a result, various techniques may be employed to derive the valuations. However, an absence of relevant industry peers may preclude the application of the industry valuation benchmarks technique and an absence of observable prices may preclude the available market prices approach. All valuations are calibrated and are cross-checked for reasonableness by employing relevant alternative techniques.

Private Hydrogen Assets, which are operational companies, are valued using either the price of recent investment; the DCF method; or a combination of the DCF method and the price of recent investment. The valuations are weighted towards the DCF method based on the time since the price of recent investment until the full DCF valuation is applied (typically the valuations are tapered from the price of recent investment to the full DCF valuation over four calendar quarters after the price of recent investment). The impact of this weighted approach is that there will be either an effective discount or a premium to the full DCF valuation over the tapering period. The valuations derived from this approach have been assessed for reasonableness against relevant market comparables, where available, and calibrated against specific milestones for indications of positive or negative performance which may impact valuations. Where negative performance indicates that the valuation of a Private Hydrogen Asset may have deteriorated substantially then alternative valuation approaches may be incorporated into the valuation model that reflect reasonable possible outcomes, such as net assets and indicative offers, and a probability weighting is applied to each.

Private Hydrogen Assets, which are hydrogen project SPVs, are valued based on the underlying project's stage of completion:

· prior to commercial operation date, hydrogen project SPVs are valued using a risk adjusted DCF method;

· post commercial operation date, hydrogen project SPVs are valued in the same way as Private Hydrogen Assets, which are operational companies, as described above; and

· project development loans advanced directly by the Limited Partnership to a project during the project development phase are held at cost plus accrued interest (deemed to approximate fair value), and are reviewed at each valuation date for any indicators that this approach may no longer be representative of fair value.

In a DCF valuation, the fair value represents the present value of the investment's expected future cash flows, based on appropriate assumptions for revenues and costs, and suitable cost of capital assumptions. Judgement is applied in arriving at appropriate discount rates, based on the knowledge of the market, taking into account market intelligence gained from bidding activities, discussions with financial advisers, consultants, accountants and lawyers and publicly available information.

A range of sources are reviewed in determining the underlying assumptions to apply in a DCF valuation used in calculating the fair value of a Private Hydrogen Asset. These sources include but are not limited to:

· macroeconomic projections adopted by the market as disclosed in publicly available resources;

· macroeconomic forecasts provided by expert third party economic advisers;

· discount rates publicly disclosed in the global renewables sector;

· discount rates applicable to comparable infrastructure asset classes, which may be procured from public sources or independent third-party expert advisers;

· discount rates publicly disclosed for comparable market transactions of similar assets; and

· capital asset pricing model outputs and implied risk premia over relevant risk-free rates. Where available, assumptions are based on observable market and technical data.

(b) Foreign currency

Functional and presentation currency

Items included in the Financial Statements are measured using the currency of the primary economic environment in which the entity operates, the functional currency. The Financial Statements are presented in Pounds Sterling which is the Company and Group's functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into Pounds Sterling using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.

(c) Income

Dividend income has been accounted for on an ex-dividend basis or when the right to the income is established. Investment interest income for the year is recognised in the Statement of Comprehensive Income using effective interest method calculation. Bank interest income is recognised for the year in the Statement of Comprehensive income on a receipts basis. Special dividends are credited to capital or revenue in the Statement of Comprehensive Income, according to the circumstances surrounding the payment of the dividend. Overseas dividends are included gross of withholding tax recoverable.

(d) Dividend payable

Interim dividends are recognised when the Company pays the dividend. Final dividends are recognised in the period in which they are approved by the shareholders.

(e) Expenses

All expenses are accounted for on an accruals basis. Expenses directly related to the acquisition or disposal of an investment (transaction costs) are taken to the Statement of Comprehensive Income as a capital item. All other expenses, including Investment Adviser fees, are taken to the Statement of Comprehensive Income as a revenue item.

(f) Taxation

The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on the taxable profit for the period. Taxable profit differs from net profit as reported in the Statement of Comprehensive Income because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that were applicable at the financial reporting date.

Where expenses are allocated between capital and revenue any tax relief in respect of the expenses is allocated between capital and revenue returns on the marginal basis using the Company's effective rate of corporation taxation for the relevant accounting period.

Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the financial reporting date, where transactions or events that result in an obligation to pay more tax in the future or right to pay less tax in the future have occurred at the financial reporting date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the timing differences can be deducted. Deferred tax assets and liabilities are measured at the rates applicable to the legal jurisdictions in which they arise.

Since the General Partners do not have any income or expenditure in the period, the Group tax position is the same as the Company tax position.

(g) Segmental reporting

The Board has considered the requirements of IFRS 8 - 'Operating Segments'. The Company has entered into an Investment Advisory Agreement with the Investment Adviser under which the Investment Adviser is responsible for the management of the Company's investment portfolio, subject to the overall supervision of the Board of Directors. Subject to its terms and conditions, the Investment Advisory Agreement requires the Investment Adviser to manage the Company's investment portfolio in accordance with the Company's investment guidelines as in effect from time to time, including the authority to purchase and sell investments and to carry out other actions as appropriate to give effect thereto. However, the Board retains full responsibility to ensure that the Investment Adviser adheres to its mandate. Moreover, the Board is fully responsible for the appointment and/or removal of the Investment Adviser. Accordingly, the Board is deemed to be the 'Chief Operating Decision Maker' of the Company.

The Directors are of the opinion that the Company is engaged in a single segment of business being investment into the hydrogen focused investments. Segment information is measured on the same basis as that used in the preparation of the Company's Financial Statements.

(h) Cash and cash equivalents

Cash comprises cash and demand deposits. Cash equivalents, include bank overdrafts, and short-term, highly liquid investments that are readily convertible to known amounts of cash, are subject to insignificant risks of changes in value, and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.

(i) Nature and purpose of equity and reserves:

Share capital represents the 1p nominal value of the issued share capital.

The share premium account arose from the net proceeds of new shares issued. Costs directly attributable to the issue of new shares are charged against the value of the ordinary share premium.

The capital reserve reflects any:

· gains or losses on the disposal of investments;

· exchange movements of a capital nature;

· the increases and decreases in the fair value of investments which have been recognised in the capital column of the Statement of Comprehensive Income; and

· expenses which are capital in nature.

The revenue reserve reflects all income and expenditure recognised in the revenue column of the Statement of Comprehensive Income and is distributable by way of dividend.

The Company's distributable reserves consist of the revenue reserve and the capital reserve. However any gains in the fair value of investments that are not readily convertible to cash are treated as unrealised gains in the capital reserve and are non-distributable.

Ordinary Shares are classified as equity.

4. Investments held at fair value through profit or loss

(a) Summary of valuation

(b) Movements in valuation

(c) (Loss)/ Gain on investments

Under IFRS 13 'Fair Value Measurement', an entity is required to classify investments using a fair value hierarchy that reflects the significance of the inputs used in making the measurement decision.

The following shows the analysis of financial assets recognised at fair value based on:

Level 1

The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date.

Level 2

Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data) for the asset or liability, either directly or indirectly.

Level 3

Inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.

Transfers between levels of the fair value hierarchy are recognised as at the end of the reporting period during which the change has occurred. There have been no transfers between levels during the year ended 31 December 2024 (2023: no transfers).

The classification of the Company and Group's investments held at fair value through profit or loss is detailed in the table below:

The Company and Group's Level 3 investment is the investment in the Limited Partnership. The NAV of the Limited Partnership as of 31 December 2024 is £113,729,000 (2023: £125,861,000). The movement on the Level 3 investments during the year is shown below:

Look-through financial information

The NAV of the Limited Partnership consists of the fair value of its Private Hydrogen Assets and the carrying value of its assets and liabilities. As at the year end, the Limited Partnership held seven Private Hydrogen Assets (2023: ten).

The following table reconciles the fair value of the Private Hydrogen Assets and the NAV of the Limited Partnership.

The Level 3 Private Hydrogen Assets are valued by the Investment Adviser using the valuation techniques as outlined in note 3. The key inputs considered in the valuation are described in note 15.

At 31 December 2024, the valuations of the Limited Partnership's underlying investments in Private Hydrogen Assets were determined as follows:

1 During the year NanoSUN Limited has been restructured, taken out of administration into sole ownership by the Company and rebranded as Swift Hydrogen Limited.

At 31 December 2023, the valuations of the Limited Partnership's underlying investments in Private Hydrogen Assets were determined as follows:

* In deriving the fair value of NanoSUN a probability weighted approach was applied whereby a valuation for the investment was derived from each technique (DCF, indicative offers and assets), each of which represented management's assessment of the fair value for the investment in the reasonable possible scenarios that may have transpired, as of the valuation date. A percentage likelihood (aggregating to 100% across each of the three techniques) was then applied to each of these valuations, which represented management's view of the probability of each scenario transpiring, as of the valuation date. The range of inputs disclosed represent the lowest and highest discreet percentages applied to the three scenarios.

The following table shows the Directors best estimate of the sensitivity of the Level 3 Private Hydrogen Assets to changes in the principle unobservable input, with all other variables held constant.

The European Central Bank ('ECB') and the Bank of England ('BOE') base rates at 31 December 2024 were 3.15% and 4.75% respectively. We anticipate that the base rates will ease and fall (based on independent research) reaching 2.00% for ECB and 4.00% for BOE by end of 2025. Since long term gilt yields already factor in long term forecasts, we have performed sensitivities of +/- 1% on the discount rate assumptions for any shock events. At 31 December 2023, the ECB and the BOE base rates were 4.5% and 5.25% respectively. We anticipated that the terminal base rate would ease and fall (based on independent research) reaching 2.5% for ECB and 3.0% for BOE and as such, performed sensitivities of +/- 1% on the discount rate assumptions.

For the year ended 31 December 2023, the NanoSUN Limited valuation was weighted between DCF, indicative offers and Net assets based on the expected likelihood of each scenario occurring. We applied a sensitivity of +/- 10% weighting to each scenario, with the movement being shared equally with the remaining two scenarios, as this was deemed to be a reasonable possible shift in the scenario weightings as of the valuation date.

For those investments that have been fair valued using the price of a recent investment based on unadjusted third-party pricing information, the Company is not required to disclose any quantitative information regarding the unobservable inputs as they have not been developed by the Company and are not reasonably available to the Company.

5. Income

6. Investment Adviser fee

At 31 December 2024 an amount of £nil (2023: £nil) was payable to the Investment Adviser in respect of the Investment Adviser fee.

Investment Adviser fee

The Company has entered into an Investment Adviser Agreement dated 5 July 2021 between the Company, the AIFM and the Investment Adviser (the "Investment Adviser Agreement"), pursuant to which the Investment Adviser has been given responsibility for investment advisory services in respect of any Private Hydrogen Assets the Company invests in directly and the Listed Hydrogen Assets (including Listed Hydrogen Assets forming part of the Liquidity Reserve and uninvested cash) in accordance with the Company's investment policy, subject to the overall control and supervision of the AIFM.

Under the Investment Adviser Agreement, the Investment Adviser receives from the Company, quarterly in advance, an advisory fee equal to:

i. 1.0% of the Net Asset Value per annum of the Listed Hydrogen Assets up to £100 million:

ii. 0.8% of the Net Asset Value per annum of the Listed Hydrogen Assets from £100 million (save that the Investment Adviser has agreed to reduce this fee to 0.5% in respect of the Liquidity Reserve pending their investment in Private Hydrogen Assets for 18 months following Admission to 30 January 2023);

iii. 1.5% of the Net Asset Value per annum of any Private Hydrogen Assets held by the Company directly (i.e. not held by the Limited Partnership or any other undertaking advised by the Investment Adviser where the Investment Adviser is receiving a separate advisory fee); and

iv. for so long as the Company is not considered a 'feeder fund' for the purposes of the Listing Rules, 1.5% per annum of the Net Asset Value of the Private Hydrogen Assets held by the Limited Partnership.

The Limited Partnership has entered into a Limited Partnership Investment Adviser Agreement dated 5 July 2021 (the "Limited Partnership Investment Adviser Agreement") between the General Partner (in its capacity as general partner of the Limited Partnership), the AIFM and the Investment Adviser, pursuant to which the Investment Adviser has been given responsibility for investment advisory services in respect of the Private Hydrogen Assets in accordance with the investment policy of the Limited Partnership, subject to the overall control and supervision of the AIFM.

Under the Limited Partnership Investment Adviser Agreement, the Investment Adviser, if the Company was considered a 'feeder fund' for the purposes of the Listing Rules by virtue of additional investors co-investing via the Limited Partnership in the future, shall receive from the Limited Partnership an advisory fee equal to 1.5% per annum of the Net Asset Value of the Private Hydrogen Assets held by the Limited Partnership, payable quarterly in advance. Advisory fees paid or payable by the Limited Partnership are reflected through the NAV of the Limited Partnership.

No performance fee is paid or payable to the Investment Adviser under either the Investment Adviser Agreement or the Limited Partnership Investment Adviser Agreement but the principals of the Investment Adviser are, subject to certain performance conditions being met, entitled to carried interest fees from the Limited Partnership. Refer to 'Carried Interest Partner Fees' section below.

Carried Interest Partner Fees

Pursuant to the terms of the Limited Partnership Agreement dated 5 July 2021 as amended and restated on 26 November 2021 (the "Limited Partnership Agreement"), the Carried Interest Partner is, subject to the limited partners of the Limited Partnership receiving an aggregate annualised 8% realised return (i.e. the Company and, in due course, any additional co-investors), entitled to a carried interest fee in respect of the performance of the Private Hydrogen Assets.

Subject to certain exceptions, the Carried Interest Partner will receive, in aggregate, 15% of the net realised cash profits from the Private Hydrogen Assets held by the Limited Partnership once the limited partners of the Limited Partnership (i.e. the Company and, in due course, any additional co-investors) have received an aggregate annualised 8% realised return. This return is subject to a 'catch-up' provision in the Carried Interest Partner's favour. Any realised or unrealised carried interest fee paid or payable to the Carried Interest Partner is reflected through the NAV of the Limited Partnership. During the period no carried interest fees (31 December 2023: £403,343) were accrued as payable to the Carried Interest Partner.

20% of any carried interest received (net of tax) will be used by the principals of the Investment Adviser to acquire Ordinary Shares in the market. Any such acquired shares will be subject to a 12-month lock-up from the date of purchase.

General Partner's priority profit share

Under the Limited Partnership Agreement, the General Partner of the Limited Partnership shall be entitled to a General Partner's Profit Share ("GPS"). The GPS for each accounting period shall be an amount equal to 1.5% of the prevailing NAV of the Limited Partnership. For so long as the Company is the sole limited partner of the Limited Partnership, the GPS shall be distributed to the Company rather than the General Partner. The Company is currently the sole limited partner of the Limited Partnership. Therefore, under the Investment Adviser Agreement, the investment adviser fee in relation to the Private Hydrogen Assets held by the Limited Partnership is settled by the Company which for the year totalled £1,957,439 (31 December 2023: £1,723,369). During the year the Limited Partnership did not call any GPS from the Company as the net effect of the calling and distributing GPS from/to the Company is £nil (31 December 2023: £nil). The General Partner of Limited Partnership 1A is entitled to receive 1% of the proceeds received by Limited Partnership 1A (if any). No GPS was received from Limited partnership 1A during the year.

7. Other expenses

During the year, no non-audit service fees were paid.

8. Taxation

(a) Analysis of charge in the year

Factors affecting total tax charge for the year

The Company is not liable to tax on capital gains due to its status as an investment trust. The Company and Group has an unrecognised deferred tax asset of £1,246,000 (2023: £963,000) as a result of excess management expenses of £5,103,000 (2023: 3,853,000), based on the long term prospective corporation tax rate of 25%.

This asset has accumulated because deductible expenses exceeded taxable income for the year ended 31 December 2024 and prior periods. No asset has been recognised in the Financial Statements because, given the composition of the Company and Group's portfolio, it is not likely that this asset will be utilised in the foreseeable future.

9. Trade and other receivables

10. Trade and other payables

11. Share capital

The Company is permitted to hold Ordinary Shares acquired by way of market purchase in treasury, rather than having to cancel them. Such Ordinary Shares may be subsequently cancelled or sold for cash. No Ordinary Shares have been repurchased during the year therefore there were no Treasury shares at the end of the year.

Each Ordinary Share held entitles the holder to one vote. All shares carry equal voting rights and there are no restrictions on those voting rights.

12. Return per ordinary share

Return per share is based on the weighted average number of Ordinary Shares in issue during the year ended 31 December 2024 of 128,819,999 (2023: 128,819,999).

There is no dilution to return per share as the Company has only Ordinary Shares in issue.

13. Net asset value per ordinary share

There is no diluted Net Asset Value per share as the Company has only Ordinary Shares in issue.

14. Related party transactions and material contracts

Directors

During the year fees were payable to the Directors at an annual rate of £68,250 to the Chairman (2023: £68,250), £57,750 to the Chairman of the Audit and Risk Committee (2023: £57,750) and £47,250 to the other Directors (2023: £47,250) with the exception of Mr Bucknall who is not remunerated for his role as a Non-Executive Director. These fees were effective from 1 January 2024. Details of the Directors remuneration paid during the year is given in note 7. At the year end, the Directors had the following holdings in the Company:

Investment Adviser

Fees payable to the Investment Adviser are shown in the Statement of Comprehensive Income. Fees details of the Investment Adviser are shown in note 6. At 31 December 2024, the principals of the Investment Adviser, Dr JJ Traynor and Mr R Hulf, each held 100,000 Ordinary Shares of the Company (31 December 2023: 100,000 Ordinary Shares). Transactions between the Company and the Investment Adviser during the year are disclosed in note 6.

INEOS Energy

The Relationship and Co-Investment Agreement dated 19 June 2021 between INEOS UK E&P Holdings Limited ("INEOS Energy"), the Investment Adviser, the Company and the General Partner (acting in its capacity as the general partner of the Limited Partnership), pursuant to which the parties agreed that: (i) INEOS Energy would subscribe for and/or shall procure that its associates shall subscribe for at least 25 million Ordinary Shares in the IPO; (ii) such Ordinary Shares subscribed by INEOS Energy would be subject to a 12 month lock-up from the date of purchase pursuant to which INEOS Energy agreed that it will not sell, grant options over or otherwise dispose of any interest in any such Ordinary Shares purchased by them (subject to the usual carve-outs); (iii) INEOS Energy was entitled to nominate one Non-Executive Director for appointment to the Board; (iv) prior to making any co-investment opportunity in relation to a Private Hydrogen Assets that is a project to any limited partner of the Limited Partnership, the Company and the Investment Adviser will give INEOS Energy a right of first refusal to acquire up to 100% of such co-investment opportunity (provided that the 'related party transaction' requirements set out in the Listing Rules are complied with); (v) INEOS Energy are provided with certain information rights relating to Private Hydrogen Assets and co-investment opportunities; and (vi) INEOS Energy shall be entitled to second one or more employees to the Investment Adviser from time-to-time. INEOS Energy has agreed that all transactions between INEOS Energy and its associates and any member of the Company and Group and/or the Investment Adviser are conducted at arm's length on normal commercial terms.

At the IPO, INEOS Energy subscribed for and received 25 million Ordinary Shares of the Company. On 31 October 2022, INEOS Energy transferred its holding of 25 million Ordinary Shares to its immediate parent, INEOS Offshore BCS Limited. At 31 December 2024, INEOS Offshore BCS held 25 million Ordinary Shares of the Company (2023: 25 million Ordinary Shares).

Throughout the year David Bucknall, Chief Executive Officer of the INEOS Energy group of companies was the Board representative of INEOS Energy, having been appointed on 20 May 2022 pursuant to the Relationship and Co-Investment Agreement entered into between, inter alia, INEOS Energy and the Company at the Company's launch. On 21 March 2025, David Bucknall stepped down as the Board representative and Erik Magnesen was appointed in his place.

Carried Interest and General Partners

Details of the Carried Interest Partner and General Partner and any applicable fees and unrealised carried interest are shown in note 6.

Alternative Investment Fund Manager

FundRock Management Company (Guernsey) Limited is appointed to act as the Company's and the Limited Partnership's Alternative Investment Fund Manager (the "AIFM") for the purposes of the UK AIFM Rules. The AIFM has delegated the provision of portfolio management services to the Investment Adviser. The AIFM, Company Secretary and Administrator are part of the same Apex Group.

Under the AIFM Agreement between the AIFM and the Company dated 5 July 2021, and with effect from Admission, the AIFM shall be entitled to receive from the Company a fee of 0.05% of Net Asset Value per annum up to £250 million, 0.03% of Net Asset Value per annum from £250 million up to £500 million and 0.015% of Net Asset Value per annum from £500 million, in each case adjusted to exclude any Net Asset Value attributable to any Private Hydrogen Assets held through the Limited Partnership and subject to a minimum annual fee of £85,000.

Under the AIFM Agreement between the AIFM and the Limited Partnership dated 5 July 2021, the AIFM receives from the Limited Partnership a fee of 0.05% of the net asset value of the Limited Partnership per annum up to £250 million, 0.03% of the net asset value of the Limited Partnership per annum from £250 million up to £500 million and 0.015% of the net asset value of the Limited Partnership per annum from £500 million, subject to a minimum annual fee of £25,000. AIFM fees paid or payable by the Limited Partnership are reflected through the NAV of the Limited Partnership.

The AIFM is also entitled to reimbursement of reasonable expenses incurred by it in the performance of its duties.

Administration and Company Secretarial services fee

The Company has entered into an Administration and Company Secretarial Services Agreement dated 5 July 2021 (the "Administrator and Company Secretary Agreement") between the Company and Apex Listed Companies Services (UK) Limited (formerly Sanne Fund Services (UK) Limited (the "Company Secretary and Administrator")) pursuant to which the Company Secretary and Administrator has agreed to act as company secretary and administrator to the Company.

Under the terms of the Administration and Company Secretarial Services Agreement, the Company Secretary and Administrator receives a fee from the Company of 0.06% of Net Asset Value per annum up to £250 million, 0.05% of Net Asset Value per annum from £250 million up to £500 million and 0.025% of Net Asset Value per annum from £500 million and subject to a minimum annual fee of £147,695 plus a further £10,000 per annum to operate the Company's Liquidity Reserve.

Under the terms of the Limited Partnership Administration Agreement 5 July 2021, pursuant to which the Company Secretary and Administrator has agreed to act as administrator to the Limited Partnership, the Company Secretary and Administrator receives an annual fee from the Limited Partnership of £69,867 and of £16,389 (excluding VAT) in respect of the General Partner. Administration fees paid or payable by the Limited Partnership are reflected through the NAV of the Limited Partnership. For so long as the Company is the sole Limited Partner, the administration fee in respect of the General Partner shall be allocated settled by the Company rather than the General Partner.

Custodian fee

The Company had entered into a Custodian Agreement between the Company and The Northern Trust Company (the "Custodian") dated 23 June 2021 (the "Custodian Agreement"), pursuant to which the Custodian had agreed to act as custodian to the Company.

The Custodian was entitled to a minimum annual fee of £50,000 (exclusive of VAT) per annum. The Custodian was also entitled to a fee per transaction taken on behalf of the Company. Post year end, the Custodian Agreement has been terminated following the realisations of the Listed Hydrogen Assets.

Registrar fee

The Company utilises the services of Computershare Investor Services plc (the "Registrar") as registrar to the transfer and settlement of Ordinary Shares. Under the terms of the Registrar Agreement dated 5 July 2021, the Registrar is entitled to a fee calculated based on the number of shareholders, the number of transfers processed and any Common Reporting Standard on-boarding, filings or changes. The annual minimum fee is £4,800 (exclusive of VAT). In addition, the Registrar is entitled to certain other fees for ad hoc services rendered from time to time.

15. Financial instruments and capital disclosures

Risk Management Policies and Procedures

The Board of Directors has overall responsibility for the establishment and oversight of the Company and Group's risk management framework. The risk management policies are established to identify and analyse the risks faced by the Company and Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies are reviewed regularly to reflect changes in market conditions and the Company and Group's activities.

The Investment Adviser, AIFM and the Administrator report to the Board on a quarterly basis and provide information to the Board which allows it to monitor and manage financial risks relating to its operations. The Company and Group's activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit risk, liquidity risk and operational risk. These risks are monitored by the AIFM. Below is a non-exhaustive summary of the risks that the Company and Group are exposed to as a result of its use of financial instruments:

The objectives, policies and processes for managing the risks, and the methods used to measure the risks, are set out below:

Market Risks

(i) Currency risk

Foreign currency risk is defined as the risk that the fair values of future cashflows will fluctuate because of changes in foreign exchange rates. The financial assets and liabilities are predominantly denominated in Pounds Sterling and substantially all revenues and expenses are in Pounds Sterling. As at the 31 December 2024 and 31 December 2023, the Company and Group had the following currency exposures, all of which are included in the Statement of Financial Position at fair value based on the exchanges rates at the year end.