Final Results

Hydrogen Utopia International PLC, a company specialising in turning non-recyclable mixed waste plastic into hydrogen and other carbon-free fuels, new materials or distributed renewable heat, is pleased to announce its results for the period ended 31 December 2024.

Financial KPIs

• Other income generated £100,000
• R & D related activity, excluding CAPEX, of £48,788
• Reduction in administrative expenses by 42% to £861,712
• Reduction in group net assets to £1,410,597 due to operating expenses

Simon Mann, Non-Executive Chairman of HUI commented:

"Fundraising conditions have been tight for a while and, the recent cooling of sentiment toward renewables, following the political change in the US, has further slowed the flow of capital into pioneering projects like ours. Yet, Hydrogen Utopia International continues to press ahead with the same clear objective: to convert unrecyclable plastics into clean hydrogen and power, creating both environmental and economic value. We remain focused, and determined to deliver for our shareholders, and the communities we serve."

Aleksandra Binkowska, Chief Executive Officer of HUI commented:

"As long as governments continue to prioritise form over function, and as long as those in power persist in destroying the world through endless bureaucracy, companies like ours will struggle on all fronts. I write this as France, Spain, and Portugal experience a total blackout. Ask yourselves-why is that? Justice is not served on a silver platter, but one day, those who have deliberately obstructed our technology will be held accountable as we will soldier on."

For more information about the Company, please refer to our website: www.hydrogenutopia.eu

I am pleased to present the annual chairman’s statement for Hydrogen Utopia International plc for this year. Despite facing challenges in the UK small-cap market, we have remained steadfast in our commitment to innovation and sustainability.

In a market where showcasing products can be challenging, we continue to focus on reducing plastic waste through our pioneering hydrogen technology, which remains a key solution in addressing environmental concerns.

The geopolitical landscape, including the shift in the US under different administrations, emphasizes the importance of our technology and our unwavering determination to make a global impact. While certain projects are confidential at this stage, we are actively working towards building our first facilities.

The rapidly growing European medical cannabis market presents exciting opportunities for us through our exercised option in Ohrid. We are strategically positioned to capitalize on this market boom and are prepared to navigate the complexities of this sector to drive future growth and profitability.

As we venture into new territories and industries, we acknowledge the inherent challenges and uncertainties. Despite facing obstacles along the way, we are confident in our ability to overcome hurdles, improve our cash flow position, and achieve sustainable growth.

Looking ahead, we see a myriad of technological and corporate opportunities on the horizon that hold the potential to transform our business. While details on these ventures are limited at this stage, we encourage shareholders to remain vigilant and await further developments.

In conclusion, Hydrogen Utopia International plc remains resilient and focused on leveraging our expertise to drive innovation, sustainability, and growth. I would like to express my gratitude to our shareholders, employees, and stakeholders for their continued support and dedication.

Thank you for your trust in Hydrogen Utopia International plc.

Simon Mann

Non-Executive Chairman

Chief Executive Officer's statement

Dear Shareholders,

This has undeniably been the most challenging year for both the Company and myself. Despite our most realistic projections, the plastic waste-to-energy market, along with the broader market environment, has proven far less favourable than anticipated. While I would prefer to provide a more comprehensive update on the unsuccessful RTO, which has taken over half a year, I am unfortunately bound by confidentiality agreements and unable to discuss the specifics.

I founded HUI with optimism, hoping that common sense would prevail among governments, funding bodies, and institutions-both past and present- across various countries, where I have been pursuing projects. Unfortunately, the reality has been disappointing, with little action taken to address the pressing issue of plastic waste. In many instances, it seems as though the problem is being ignored altogether by the Central and local government's making it impossible to proceed. This will end one day, but the day is still to come.

The challenge before us remains clear: the production of plastic is set to continue growing at an alarming rate. According to a 2021 report by the Ellen MacArthur Foundation, global plastic production could reach 1,200 million metric tons per year by 2050 if current trends continue. Similarly, the World Economic Forum projects that plastic production will double over the next 20 years due to growing populations, urbanisation, and increasing consumption in emerging markets. Alongside this, plastic waste is expected to grow significantly. The OECD estimates that plastic waste could increase by nearly 40% by 2040, rising from approximately 300 million metric tons in 2019 to 460 million metric tons. Alarmingly, global recycling rates remain low, with only 9% of plastic waste being recycled, and 22% of plastic waste mismanaged, often ending up in landfills or the environment. Just in Poland criminals are making millions on illegal landfills with the government's ignorance to pursue a real change and turn the blind eye on the reality.

Given these figures, it is difficult to understand how a clear and viable business model based on addressing plastic waste and its environmental impacts is not readily apparent. If this doesn't demonstrate the urgency and a magnificent business potential of a solution, I'm at a loss for words.

I would also like to address the lack of recent announcements. We have made a conscious decision to pause updates on potential opportunities we are pursuing. There is nothing more detrimental than offering hope to stakeholders, only to fall short of delivering after yet another setback. As such, we have refrained from making public statements until we are confident in the viability of our projects.

The RTO with Ohrid Organics is moving forward, but progress has been slower due to the new regulations introduced by the FCA and the merger of both the Premium and Standard markets, which are beyond our control.

In the context of today's global situation, where world leaders like President Trump advocate for increased fossil fuel production with his "Drill, baby, drill" rhetoric, and the Azerbaijani President praises his country's oil and gas resources at COP29, it is clear that fossil fuels remain deeply embedded in the global energy discourse. While we recognise that plastic has made our lives safer, easier, and more affordable, we have yet to find a sustainable, economically viable solution to address its environmental impact. Nobody seems to comprehend it.

As much as I wish to provide words of hope, I cannot ignore the reality that many world leaders appear either unaware of-or unwilling to confront-the scale of the plastic waste crisis. In the current market, the hydrogen sector-along with numerous other energy-related stocks-is facing substantial challenges. Many companies are experiencing significant financial difficulties, and we are no exception. I have personally provided a loan facility to ensure the continued operation of the Company, while taking necessary steps to reduce expenditures to the absolute minimum, having nobody to count on in this market.

The road ahead remains uncertain, but we are committed to continuing our efforts and seeking a solution to the global plastic waste issue. Thank you for your continued support and understanding during this difficult time.

A Binkowska

Chief Executive Officer

GROUP STATEMENT OF COMPREHENSIVE INCOME

AS AT 31 DECEMBER 2024

Profit for the financial year is all attributable to the owners of the parent company.

Total comprehensive income for the year is all attributable to the owners of the parent company.

The income statement has been prepared on the basis that all operations are continuing operations.

GROUP STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

NOTES TO THE GROUP FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

1 Accounting policies

Company information

Hydrogen Utopia International PLC ("the company") is a public company limited by shares incorporated in England and Wales. The registered office is C/O Laytons Llp,Yarnwicke, 119-121 Cannon Street, London, EC4N 5AT. The company's principal activities and nature of its operations are disclosed in the directors' report.

The group consists of Hydrogen Utopia International PLC and all of its subsidiaries.

1.1 Accounting convention

The financial statements have been prepared in accordance with UK adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under this standard, except as otherwise stated.

The financial statements have been prepared under the historical cost convention.

1.2 Business combinations

1.3 Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Hydrogen Utopia International PLC together with all entities controlled by the parent company (its subsidiaries) and the group's share of its interests in joint ventures and associates.

1.4 Going concern

The directors have at the time of approving the financial statements, a reasonable expectation that the group has adequate resources to continue in operational existence for a period of at least 12 months. In coming to this conclusion, the directors have reviewed the group's working capital requirements over the next 18 months.

Reasonable downside sensitivities have been considered under differing scenarios in the working capital model all of which show the group has available financial resources to meet all commitments as they fall due.

The cash position at the year-end was £266,994 however, with increased trade and other receivables and a positive cashflow for 2025 and beyond. This position is reliant on funding from Ohrid Organics through the repayment of loans and future dividends. Should the receipt of loan repayments and future dividends from Ohrid Organics not happen, then the group faces significant uncertainty over its ability to continue as a going concern. There can be no certainty that these funds will be received which indicates the existence of a material uncertainty which may cast doubt about the group's ability to continue as a going concern and therefore it may be unable to continue to meet its liabilities as they fall due. The financial statements do not include the adjustments that would result if the group was unable to continue as a going concern. The directors continue to monitor cash forecasts closely and are involved in the day to day running of the business.

Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5 Property, plant and equipment

Computers 20% Straight line

Intangible IP - Indefinite*

* Refer to note 1.7

1.6 Non-current investments

1.7 Impairment of tangible and intangible assets

The intangible assets noted in the financial statements are recognised at cost and predominantly the knowledge gained from the continued technological development of the HUI chemical conversion chamber and the full-scale system to be implemented into a HUI plant. These intangibles have been assessed to have indefinite useful life as there is no limit to the period over which the asset is expected to generate net cash inflows once implemented into HUI power plants. Many intangible assets are susceptible to technological obsolescence. Therefore, intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

1.8 Cash and cash equivalents

1.9 Financial assets

Financial assets at fair value through profit or loss

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary. For more information see the Directors' report on page 14.

Financial assets at fair value through other comprehensive income

The parent company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Impairment of financial assets

Derecognition of financial assets

1.10 Financial liabilities

Financial liabilities at fair value through profit or loss

• on initial recognition it is part of a portfolio of identified financial instruments that are managed together and has a recent actual pattern of short-term profit taking, or

Other financial liabilities

Derecognition of financial liabilities

1.11 Equity instruments

1.12 Derivatives

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are classified as current.

1.13 Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

Deferred tax

1.14 Employee benefits

1.15 Retirement benefits

1.16 Share-based payments

In the case of options granted, fair value is measured by a Black-Scholes pricing model.

1.17 Leases

1.18 Foreign exchange

2 New accounting standards and interpretations Changes in accounting policies and disclosures

From 1 January 2024, the group has adopted the following standards and interpretations, mandatory for annual periods beginning on or after 1 January 2024:

The application of these standards has not had a material impact on the financial statements.

Accounting standards and interpretations issued but not yet effective The group has elected not to early adopt the following revised and amended standards:

Management has reviewed and considered these new standards and interpretations and none of these are expected to have a material effect on the reported results or financial position of the group.

3 Prior Period Error

During the prior period the fair value of share based options were understated and therefore, the share based option expenses were understated by £116,587 due to an incorrect vesting period being used in the calculations. The correction impact on prior year Admin expenses was £116,587, the adjustment to loss for the prior year was £116,587, and the adjustment to prior year other reserves was £116,587. This error has been adjusted for in the group statement of comprehensive income, the group statement of financial position and the group statement of changes in equity via a restatement of 2023 accounts and the notes laid out in the subsequent pages of these accounts.

4 Critical accounting judgements and key sources of estimation uncertainty

In applying the group's accounting policies, management continually evaluates judgements, estimates and assumptions based on experience and other factors, including expectations of future events that may have an impact on the group. All judgements, estimates and assumptions made are believed to be reasonable based on the most current set of circumstances available to management. Actual results may differ from the judgements, estimates and assumptions. Significant judgements, estimates and assumptions made by management in the preparation of these financial statements are outlined below.

Critical judgements

Impairment assessment of intangibles (note 14)

The ultimate recovery of the value of the group's intangibles as at 31 December 2024 is dependent on the successful development and commercial exploitation, or alternatively, the sale of the chemical conversion facility.

Judgement was exercised in assessing the extent to which impairment existed as at 31 December 2024 in respect of the Hydrogen chemical conversion project and associated balances. In forming this assessment, internal and external factors were evaluated, including those that applied last year. Management determined that no impairment existed having considered the company's market capitalisation relative to the group's net asset value, the progression of the Hydrogen conversion Project and the feasibility study equivalent assessment. The underlying financial model involves estimates regarding commodity prices, operating costs and capital development together with discount rates and demonstrates significant headroom.

Impairment of assessment of the Group's investments (note 16)

The company did not exercise the sale of the TRIFOL investment during the period as TRIFOL was able to raise significant equity to continue the development of its technology. As such the directors exercised their judgement and have revised upwards the value of the investment in TRIFOL. In assessing the impairment of investment, the directors exercised judgement over the reasonableness of projections and considered the status of the project, together with the implied economic value of the assets, and concluded that the impairment provision made was appropriate.

Recoverability of loan receivable (note 18)

Management have reviewed the recoverability and performed an ECL assessment of the loan receivable balance owed from Ohrid Organics Limited (OOL) and consider it fully recoverable. Management have obtained personal guarantees from the controlling director of OOL and considered the likelihood of recovery of this balance due to the future economic outlook of OOL and the guarantee on the loan.

4 Critical accounting judgements and key sources of estimation uncertainty (continued)

Recognition of R&D tax credits (note 11)

R&D tax credits are recognised when reliable estimates of the future benefits have been made and when it is reasonably certain that the tax credit will be received. Management have considered the nature of the tax claims, the limited history of successful tax claims and receipt thereof. Management also do not recognise any tax credits before submissions have been made to the relevant tax authority.

Significant accounting estimates and assumptions

Share-based payment transactions (note 24)

The group measures the cost of equity-settled transactions with directors and others by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a Black- Scholes valuation model for awards that are not subject to market-based performance conditions. These models require estimates for inputs such as share price volatility and risk-free rate. The share-based payment arrangements are expensed on a straight-line basis over the vesting period, based on the group's estimate of shares that will eventually vest. At each reporting date, vesting assumptions are reviewed to ensure they reflect current expectations and immediately recognise any impact of the revision to original estimates. If fully vested share options are not exercised and expire, then the accumulated expense in respect of these is reclassified to accumulated losses.

5 Exceptional items

7 Auditor's remuneration Fees payable to the company's auditor and associates:

Fees payable to the company's auditor and associates for non-audit related services for 2024: nil (2023: £nil)

8 Employees

The highest paid director received £37,854 (2023 - £80,705) during the period with the company average remuneration of £35,101 (2023 - £50,386).

The charge for the year can be reconciled to the (loss)/profit per the income statement as follows:

Estimated tax losses carried forward are £867,283 (2023 (restated): 768,917).

12 Earnings per share

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of shares outstanding during the year.

13 Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

Note the intangible assets are not complete and further work is required before they can be utilised for commercial application.

15 Property, plant and equipment

All impairments and revisions as noted in the table above relates to the Trifol investment. For more detail please see the Chairman's Statement and Audit Committee report.

Fair value of financial assets carried at amortised cost

17 Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Geleen, The Netherlands

The investments in subsidiaries are all stated at cost. Plastic Gold is a wholly controlled subsidiary by way of its shareholders giving full control to the directors of HUI PLC.

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases is 27 days. For most suppliers no interest is charged on amounts payable for the first 30 days after the date of the invoice. Thereafter, interest is charged at various rates. The company has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.

The directors consider that the carrying amount of trade payables approximates to their fair value.

20 Borrowings

The shareholder loan is interest bearing at 5% and repayable by December 2027. The directors loans are interest bearing at 4.5% with a repayment date on a rolling 18 month period.

21 Liquidity risk

The following table details the remaining contractual maturity for the group's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the group may be required to pay.

Less than 1 month £

Liquidity risk management

Responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the company's funding and liquidity management requirements. The company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. In line with Note 19, the Company always pay their suppliers within contractual terms and per the cashflow and going concern note 1.4 the company has no liquidity issues as current assets, out way current liabilities.

22 Market risk

Market risk management

Foreign exchange risk

Whilst the company takes steps to minimise its exposure to foreign exchange risk, changes in foreign exchange rates will have an impact on profit or loss.

The main currencies in which the Group operates are the Pound Sterling, Polish Złoty and the Euro.

The group's principal foreign currency exposures arise from trading with overseas companies. Group policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling.

Interest rate risk

Whilst the company takes steps to minimise its exposure to cash flow interest rate risk, changes in interest rates will have an impact on profit.

The group currently has minimal exposure to fair value interest rate risk due to lack of borrowings through bank overdrafts and loans.

23 Retirement benefit schemes

The group operates a defined contribution retirement benefit scheme for all qualifying employees. The assets of the scheme are held separately from those of the group. The company contributes a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the group with respect to the scheme is to make the specified contributions.

24 Share-based payments

The company has a share option scheme for some employees. Options are exercisable at price equal to the average quoted market price of the company's shares on the date of grant. The vesting period is one year.

If options remain unexercised after a period of ten years from the date of grant the options expire. Options are forfeited if the employee leaves the company before the options vest.

Options granted during the year

Options granted in the year are set out below. Fair value was measured using Black Scholes.

Options outstanding

The options outstanding at 31 December 2024 had an exercise price ranging from £0.0388 to £0.15, and a remaining contractual life of about 4.1 years.

During the period ended 31 December 2024, options were granted on 18 January 2024.

The weighted average fair value of the options on the measurement date was £47,610. Fair value was measured using the Black-Scholes model.

Direct measurement

Expenses

Related to equity settled share based payments 67,179 (50,608)

25 Share capital

28 Provisions

The Directors are aware of the large intercompany balances from companies within the group that have no revenue. Therefore, a provision has been made in the accounts of the company, refer to note 39 for more information.

29 Capital risk management

Objective: The group manages its capital to ensure that it will be able to continue as a going concern whilst trying to build shareholder value and benefits for other stakeholders. through the optimisation of the debt and equity balance.

Policies: The capital structure of the group consists of debt and equity comprising share capital, reserves and retained earnings. The group reviews the capital structure annually and as part of this review considers that cost of capital and the risks associated with each class of capital.

The group is not subject to any externally imposed capital requirements.

Process: Currently the group will fund much of its first plant from dividends and management fees paid from its proposed investment in Ohrid Organics Ltd and shareholder equity raised funds. However, going forward the group has a high target gearing ratio as the group plan to raise debt against each plant to leverage relatively cheap debt costs in the current market.

30 Events after the reporting date

On 28 January 2025 there was an update on Ohrid Organics DOO (OO) on the sales, crops and facilities as well as the announcement that it is profitable allowing for the repayment of obligations to HUI.

31 Related party transactions

As previously disclosed HUI approved the purchase of 49% of share capital of Ohrid Organics Ltd and it's associated subsidiaries and holdings for an initial loan of £500,000. During the year HUI supported Ohrid Organics with loans as detailed below. On the 9 January, 17 January and 24 January 2025 Ohrid Organics repaid a total of £100,000 of related party loans.

Other transactions with related parties

During the year the group paid expenses of £551,319 (2023 - £500,000) for Ohrid Organics Ltd (H White). The following amounts were outstanding at the reporting end date:

As at 31 December 2024 the group was owed £250 (2023 - £250) by Plastic Power Limited (A Binkowska) and

£403 (2023 - £403) by The Plastic Neutrality Pledge (A Binkowska) and £1,051,319 by Ohrid Organics Ltd (H White).

32 Controlling party

There is no controlling party of the group.

33 Cash (absorbed by)/generated from operations

As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company's loss for the year was £669,768 (2023 (restated) - £1,913,634 loss).

Aleksandra Binkowska

Director

Company registration number 13421937 (England and Wales)

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR THE YEAR ENDED 31 DECEMBER 2024

34 Accounting policies

Company information

Hydrogen Utopia International PLC is a public company limited by shares incorporated in England and Wales. The registered office is C/O Laytons Llp,Yarnwicke, 119/121 Cannon Street, London, EC4N 5AT. The company's principal activities and nature of its operations are disclosed in the directors' report.

34.1 Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101,'Reduced Disclosure Framework' (FRS 101). The financial statements have been prepared under the historical cost convention, as modified and in accordance with the Companies Act 2006.

The Company has taken advantage of the following disclosure exemptions under FRS 101:

• The requirements of IFRS 7 Financial Instruments: Disclosures;
• The requirements of IAS 1 Presentation of Financial Statements to disclose information regarding the management of capital;
• The requirements of IAS 7 Statement of Cash Flows and related notes;
• The requirements of IAS 24 Related Party Disclosures to disclose key management personnel compensation and to disclose related party transactions entered into between members of a group, provided that any subsidiary which is a party to the transaction is wholly owned;
• Certain disclosures of IAS 36 Impairment of Assets relating assumptions and valuation techniques used in impairment calculations;
• The requirements of IFRS 2 Share Based Payments to disclose narrative information concerning share- based payment arrangements;
• The requirements of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors in respect of the impact standards in issue but not yet effective.

The company applies accounting policies consistent with those applied by the group. To the extent that an accounting policy is relevant to both group and parent company financial statements, please refer to the group financial statements for disclosure of the relevant accounting policy.

34.2 Going concern

Refer to note 1.4 of the group financial statements.

34.3 Investments in subsidiaries

The Company's investment in its subsidiaries is carried at cost less provision for any impairment. Investments denominated in foreign currency are recorded using the rate of exchange at the date of acquisition. The carrying value is tested for impairment when there is an indication that the value of the investment might be impaired. When carrying out impairment tests these would be based upon future cash flow forecasts and these forecasts would be based upon management judgement.

35 Intangible assets

Intangibles £

Fair value of financial assets carried at amortised cost

The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

41 Events after the reporting date

Refer to note 30 of the group financial statements.

42 Ultimate controlling party

Refer to note 32 of the group financial statements.

43 Share-based payments

The company information for share-based payments is the same as the group information and is shown in note 24.

44 Share capital

Refer to note 25 of the group financial statements.