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hydrogenonecapitalgrowthplc.com
HydrogenOne
Capital Growth plc
ANNUAL REPORT & ACCOUNTS 2024
HydrogenOne Capital Growth plc Annual Report & Accounts 2024
Contents
hydrogenonecapitalgrowthplc.com
Company overview
1
About us
2 Highlights
4 Portfolio at a glance
5 Chairman’s statement
8 Key portfolio developments 2024
Strategic report
10
About Clean Hydrogen
12 Investment objective, policy, process and strategy
15 Strategy, business model and KPIs
18 Investment Adviser’s Report
18 Introduction
22 Portfolio summary
23 Portfolio review, performance and valuation
35 Environmental, Social and Governance
35 ESG highlights
36 Our impact
37 Methodology and Principles of Responsible Investment
38 Stakeholder engagement (Section 172 Statement)
41 Risk and risk management
Governance
46
Board of Directors and Principals of the Investment Adviser
47 Directors’ Report
51 Corporate Governance
55 Directors’ Remuneration Policy
56 Directors’ Remuneration Implementation Report
59 Report of the Audit and Risk Committee
61 Statement of Directors’ Responsibilities
62 Independent Auditor’s Report
Financial Statements
70
Parent and consolidated statement of comprehensive income
71 Parent and consolidated statement of financial position
72 Parent and consolidated statement of changes in equity
73 Parent and consolidated statement of cash flows
74 Notes to the parent and consolidated financial statements
Other Information
100
Alternative Performance Measures
101 Glossary
103 Directors and advisers
104 Report of the Alternative Investment Fund Manager
Company Overview Strategic Report Governance Financial statements
Other information
HydrogenOne Capital Growth plc Annual Report 2024
FUTURE FUEL. NOW
1
Company Overview
About us
HydrogenOne Capital Growth Plc
(“HGEN” or “the Company”) is the
fi


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






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





is .


* For an investor in HGEN at IPO. The total NAV return target is a target only and not a profit forecast
Investing in clean hydrogen
for a climate-positive impact
Investing in clean hydrogen
for a climate-positive impact
>132,800
tonnes
CO2e emissions avoided
in FY2024
SFDR
Article 9
Climate impact fund
£116.4m
Net Asset Value
HydrogenOne Capital Growth plc 
FUTURE FUEL. NOW
2

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macro-
economic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;
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274,534tCO2e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.
0
30
60
90
12
0
150
NAV (£m)
102.8
125.4
132.7
116.4
31-Dec-21 31-Dec-22 31-Dec-23 31-Dec-24
0
30
60
90
120
150
NAV per share (p)
95.75
97.31
102.99
90.39
31-Dec-21 31-Dec-22 31-Dec-23 31-Dec-24
0
30
60
90
120
150
31-Dec-21
Share price (p)
119.50
79.30
49.65
21.65
31-Dec-22 31-Dec-23 31-Dec-24
At a glance
Key statistics as at 31 December 2024 At 31 December 2024
2
31 December 2023 % change
NAVperOrdinaryShare 90.39p  
NAV
£116.4m  
OrdinaryShareprice 21.65p  
Marketcapitalisation £27.9m  
SharepricediscounttoNAV
1
76.0%  
TotalShareholderNAVreturnperOrdinaryShare
1
(12.2)%  n/a
OngoingCharges
1
2.5%  
Cumulativecapitaldeployedinlow-carbongrowthsince
inception £116.3m  
GHGemissionsavoided 132,839 tCO2e  
TheEUtaxonomyalignment 91%  
3 Year Performance
Key statistics as at 31 December 2024 At 31 December 2024
2
31 December 2023 31 December 2022
NAVperOrdinaryShare 90.39p  p
NAV
£116.4m  
OrdinaryShareprice 21.65p  
Marketcapitalisation £27.9m  
SharepricediscounttoNAV
1
76.0%  
OngoingCharges
1
2.5%  
TotalShareholderNAVreturnperOrdinaryShare
1
(12.2)%  
Cumulativecapitaldeployedinlow-carbongrowthsince
inception £116.3m  
GHGemissionsavoided 132,839 tCO2e  
TheEUtaxonomyalignment 91%  
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onpage100.
SFDR
Article 9
91% EU Taxonomy Aligned
274,534
Avoided GHG Emissions since
IPO
£116m
Deployed in Low
Carbon Growth
HydrogenOne Capital Growth plc 
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3
HydrogenOne Capital Growth plc Annual Report 2024
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
Portfolio summary as at 31 December 2024
41%
19%
12%
28%
Portfolio segmentation by geography
Germany
UK
Netherlands
Scandinavia
11%
12%
77%
Portfolio segmentation by theme
Supply chain
Storage and distribution
Hydrogen applications
Company Overview Strategic Report Governance Financial statements
Other information
HydrogenOne Capital Growth plc Annual Report 2024
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
OnbehalfoftheBoard,Iampleasedto
reportontheperformanceandactivitiesof
theCompanyin2024.
SimonHoganChairman
Hydrogen Industry Landscape
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











whilealso 



e
in

.
Outlook for 2025
e
enhance

decision 
di
shareholders.

shareholders 









HydrogenOne Capital Growth plc Annual Report 2024
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6


er




Performance

















.
Investment Strategy and Update





c






realise









In





Valuation














Environment, Social & Governance



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


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







Annual general meeting
 June

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


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



Simon Hogan
Chairman

HydrogenOne Capital Growth plc Annual Report 2024
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Q1 2024



Q2 2024




Q3 2024





Q4 2024




Thierbach

Company Overview Strategic Report Governance Financial statements
Other information
HydrogenOne Capital Growth plc Annual Report 2024
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Strategic report
10 About clean hydrogen
12 Investment objective, policy, process and strategy
15 Strategy, business model and KPIs
18 Investment Adviser’s Report
35 Environmental, Social and Governance
38 Stakeholder engagement (Section 172 Statement)
41 Risk and risk management
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HydrogenOne Capital Growth plc Annual Report 2024
HydrogenOne Capital Growth plc Annual Report 2024
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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.
Company Overview Strategic Report Governance Financial statements
Other information
HydrogenOne Capital Growth plc Annual Report 2024
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HydrogenOne Capital Growth plc Annual Report 2024
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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.
Investment objective, policy,
process and strategy
Company Overview Strategic Report Governance Financial statements
Other information
HydrogenOne Capital Growth plc Annual Report 2024
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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.
HydrogenOne Capital Growth plc Annual Report 2024
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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
Investment objective, policy,
process and strategy
Company Overview Strategic Report Governance Financial statements
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HydrogenOne Capital Growth plc Annual Report 2024
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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.
HydrogenOne Capital Growth plc Annual Report 2024
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16
Strategy, business model and KPIs
KPIs
Objectives Principal risks KPIs Review
1
To deliver an attractive level of capital growth
The Company is targeting a Net Asset Value total return of
10 per cent to 15 per cent per annum over the medium to
long-term.
Changes in the legislative and regulatory framework that
affect the hydrogen sector
Operational risks in the portfolio
Valuation risks (energy prices/inflation/operational
performance)
Investment process fails to identify new opportunities
Lack of future pipeline and/or funding
Increased competition for assets
NAV per share
90.39p
2023: 102.99p
NAV Total return per annum
(12.2) %*
2023: 5.8%*
The Board monitors both the NAV and share
price performance. A review of performance is
undertaken at each quarterly Board meeting
and the reasons for relative under and over
performance against various comparators is
discussed.
Share price return
(56.4)%*
2023: (37.4)%*
Index
(32.8)%
2023: (36.6)%
Return relative to Solactive Hydrogen Economy
Index for year ended 31 Dec 2024
2
A diversified portfolio of hydrogen and
complementary hydrogen focussed assets
Lack of future pipeline and/or funding
Increased competition for assets
Changes in the legislative and regulatory framework that
affect the hydrogen sector
Number of investments
6
2023: 25
Number of geographies
4
2023: 7
The Board monitors the portfolio at each quarterly
Board meeting and the reasons for relative under
and over performance of sectors and geographies
invested in, and performance of listed vs. private.
Invested portfolio split by value (Private: Listed)
100%:0%
2023: 98%:2%
3
Maintenance of a reasonable level of premium or
discount of share price to NAV
Investment performance
Changes in the legislative and regulatory framework that
affect the hydrogen sector
Lack of future pipeline and/or funding
Discount of share price to NAV
76.0%*
2023: (51.8)%*
The Board monitors the premium or discount on an
ongoing basis.
4
Maintenance of a reasonable level of ongoing
charges
Costs are inadequately controlled
Failed investment processes leads to high level of abort
costs
Ongoing charges ratio
2.53%*
2023: 2.56%*
Board meetings. The Board reviews the ongoing
charges on a quarterly basis and considers these to
be reasonable in comparison to peers.
5
Environmental, Social and Governance policy
integrated in investment decisions and asset
monitoring
Please refer ESG section of the Annual Report for further
details.
Robust ESG policy with established KPIs
Avoided GHG
132,839 tCO2e avoided
(2023: 91,116 tCO2e avoided)
The Board reviews compliance with the ESG
policy ahead of each investment decision, and in
the Company on an on-going basis. The Board
additionally monitors developments in the ESG
landscape more broadly.
Company Overview Strategic Report Governance Financial statements
Other information
HydrogenOne Capital Growth plc Annual Report 2024
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17
KPIs
Objectives Principal risks KPIs Review
1
To deliver an attractive level of capital growth
The Company is targeting a Net Asset Value total return of
10 per cent to 15 per cent per annum over the medium to
long-term.
Changes in the legislative and regulatory framework that
affect the hydrogen sector
Operational risks in the portfolio
Valuation risks (energy prices/inflation/operational
performance)
Investment process fails to identify new opportunities
Lack of future pipeline and/or funding
Increased competition for assets
NAV per share
90.39p
2023: 102.99p
NAV Total return per annum
(12.2) %*
2023: 5.8%*
The Board monitors both the NAV and share
price performance. A review of performance is
undertaken at each quarterly Board meeting
and the reasons for relative under and over
performance against various comparators is
discussed.
Share price return
(56.4)%*
2023: (37.4)%*
Index
(32.8)%
2023: (36.6)%
Return relative to Solactive Hydrogen Economy
Index for year ended 31 Dec 2024
2
A diversified portfolio of hydrogen and
complementary hydrogen focussed assets
Lack of future pipeline and/or funding
Increased competition for assets
Changes in the legislative and regulatory framework that
affect the hydrogen sector
Number of investments
6
2023: 25
Number of geographies
4
2023: 7
The Board monitors the portfolio at each quarterly
Board meeting and the reasons for relative under
and over performance of sectors and geographies
invested in, and performance of listed vs. private.
Invested portfolio split by value (Private: Listed)
100%:0%
2023: 98%:2%
3
Maintenance of a reasonable level of premium or
discount of share price to NAV
Investment performance
Changes in the legislative and regulatory framework that
affect the hydrogen sector
Lack of future pipeline and/or funding
Discount of share price to NAV
76.0%*
2023: (51.8)%*
The Board monitors the premium or discount on an
ongoing basis.
4
Maintenance of a reasonable level of ongoing
charges
Costs are inadequately controlled
Failed investment processes leads to high level of abort
costs
Ongoing charges ratio
2.53%*
2023: 2.56%*
Board meetings. The Board reviews the ongoing
charges on a quarterly basis and considers these to
be reasonable in comparison to peers.
5
Environmental, Social and Governance policy
integrated in investment decisions and asset
monitoring
Please refer ESG section of the Annual Report for further
details.
Robust ESG policy with established KPIs
Avoided GHG
132,839 tCO2e avoided
(2023: 91,116 tCO2e avoided)
The Board reviews compliance with the ESG
policy ahead of each investment decision, and in
the Company on an on-going basis. The Board
additionally monitors developments in the ESG
landscape more broadly.
* 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onpage100.
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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 on page 46.
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.
Company Overview Strategic Report Governance Financial statements
Other information
HydrogenOne Capital Growth plc Annual Report 2024
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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.
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Investment Adviser’s Report
Company Overview Strategic Report Governance Financial statements
Other information
HydrogenOne Capital Growth plc Annual Report 2024
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Company Country of incorporation Value of investment £’000
Private Hydrogen Assets held by the Limited Partnership at 31 December 2024Private Hydrogen Assets held by the Limited Partnership at 31 December 2024
Sunfire GmbH Germany 32,337
HiiROC Limited United Kingdom 23,925
Elcogen plc United Kingdom 21,019
Strohm The Netherlands 13,885
Cranfield Aerospace Solutions Limited United Kingdom 12,366
Bramble Energy Limited United Kingdom 9,908
Swift Hydrogen Limited United Kingdom 50
Total 113,490
Private assets investment held by the Company at 31 December 2024Private assets investment held by the Company at 31 December 2024
HydrogenOne Capital Growth Investments (1) LP United Kingdom 113,729 97.7
Total investments 113,729 97.7
Cash 2,833 3.4
Other net liabilities (123) (0.1)
Total net assets 116,439 100.0
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Portfolio summary
Company Overview
HydrogenOne Capital Growth plc Annual Report 2024
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Strategic Report Governance Financial statements
Other information
Portfolio review, performance
and valuation
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).
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.
Capital Deployment since IPO and Pipeline
1
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.
28%
21%
18%
12%
11%
NAV
£116.4m
Top 5
88.9%
Others
2.6%
Unique and focused portfolio, invested across the
hydrogen value chain
NAV at 31 December 2024
Access to a distinctive portfolio of private
hydrogen businesses
28%
41%
19%
12%
Germany UK
Scandinavia Netherlands
Geography Theme
28%
51%
19%
Green hydrogen
Energy transition
Clean transport
Others
HydrogenOne Capital Growth plc Annual Report 2024
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24
Valuation basis and performance since investment
Valuation basis At
investment
Q4 21 Q1 22 Q2 22 Q3 22 Q4 22 Q1 23 Q2 23 Q3 23 Q4 23 Q1 24 Q2 24 Q3 24 Q4 24
Sunfire GmbH investment (Supply Chain) PORI PORI PORI PORI PORI/DCF PORI/DCF PORI/DCF DCF DCF DCF DCF DCF DCF DCF
Elcogen Plc investment (Supply Chain) PORI PORI PORI PORI/DCF PORI/DCF DCF DCF DCF DCF DCF DCF DCF
Strohm Holding B.V. investment (Storage & Distribution) PORI PORI PORI/DCF PORI/DCF PORI/DCF DCF DCF DCF PORI/DCF PORI/DCF DCF
HiiROC Limited investment (Supply Chain) PORI PORI PORI/DCF PORI/DCF PORI/DCF DCF DCF DCF DCF DCF DCF DCF DCF DCF
Cranfield Aerospace Solutions Ltd (Hydrogen
Applications)
PORI PORI PORI/DCF PORI/DCF PORI/DCF DCF DCF DCF DCF DCF DCF DCF
Bramble Energy Limited (Supply Chain) PORI PORI PORI PORI/DCF PORI/DCF PORI/DCF DCF DCF DCF DCF DCF DCF DCF DCF
HH2E (TopCo) (Hydrogen Production) PORI PORI PORI PORI/DCF PORI/DCF DCF DCF DCF DCF DCF DCF
NanoSUN Limited (Storage & Distribution) PORI PORI PORI PORI/DCF PORI/DCF PORI/DCF DCF DCF DCF DCF/Offer
s/Net
Assets
Net assets Net assets Net assets Net assets
Gen2 Energy (Hydrogen Production) PORI PORI PORI PORI/DCF PORI/DCF PORI/DCF DCF DCF DCF DCF
HH2E Thierbach Project (Hydrogen Production) PORI At cost At cost At cost At cost +
accrued
interest
Valuation movement At
investment
Q4 21 Q1 22 Q2 22 Q3 22 Q4 22 Q1 23 Q2 23 Q3 23 Q4 23 Q1 24 Q2 24 Q3 24 Q4 24
Sunfire GmbH investment (Supply Chain)
- - - Ç Ç Ç Ç Ç È Ç Ç Ç Ç È
Elcogen Plc investment (Supply Chain)
- Ç Ç È Ç Ç Ç Ç Ç Ç È È
Strohm Holding B.V. investment (Storage & Distribution)
- Ç Ç Ç Ç Ç - È È È Ç
HiiROC Limited investment (Supply Chain)
- - Ç Ç È Ç È È Ç Ç Ç Ç Ç È
Cranfield Aerospace Solutions Ltd (Hydrogen
Applications)
- - È Ç Ç Ç Ç - È Ç Ç Ç
Bramble Energy Limited (Supply Chain)
- - - Ç - È È - - Ç Ç Ç È È
HH2E (TopCo) (Hydrogen Production)
- Ç Ç È È È - Ç Ç Ç È
NanoSUN Limited (Storage & Distribution)
- - - Ç Ç Ç Ç È Ç È È - È È
Gen2 Energy (Hydrogen Production)
- È È Ç Ç È - Ç È -
HH2E Thierbach Project (Hydrogen Production)
- - Ç - Ç
Valuation movements since investment
2
Company performance At
invest-
ment
Q4 21 Q1 22 Q2 22 Q3 22 Q4 22 Q1 23 Q2 23 Q3 23 Q4 23 Q1 24 Q2 24 Q3 24 Q4 24
Sunfire GmbH investment (Supply Chain)
- - - - È - È - È - Ç È Ç Ç
Elcogen Plc investment (Supply Chain)
- - È È È Ç Ç Ç Ç È È È
Strohm Holding B.V. investment (Storage & Distribution)
- - Ç Ç È È Ç È È È È
HiiROC Limited investment (Supply Chain)
- - Ç È Ç È È È Ç Ç Ç È È È
Cranfield Aerospace Solutions Ltd (Hydrogen Applications)
- - Ç Ç Ç Ç È È - È È -
Bramble Energy Limited (Supply Chain)
- - - Ç È È È È - Ç Ç - È È
HH2E (TopCo) (Hydrogen Production)
- - Ç È È Ç - Ç Ç Ç È
NanoSUN Limited (Storage & Distribution)
- - - Ç È - - - Ç - È - È È
Gen2 Energy (Hydrogen Production)
- - È È Ç È Ç Ç È È
HH2E Thierbach Project (Hydrogen Production)
- - - - -
Macroeconomics At
invest-
ment
Q4 21 Q1 22 Q2 22 Q3 22 Q4 22 Q1 23 Q2 23 Q3 23 Q4 23 Q1 24 Q2 24 Q3 24 Q4 24
Sunfire GmbH investment (Supply Chain)
- - - Ç Ç È È È - Ç È Ç Ç È
Elcogen Plc investment (Supply Chain)
- Ç Ç È Ç È - Ç È È È È
Strohm Holding B.V. investment (Storage & Distribution)
- Ç È Ç È Ç È È Ç - È
HiiROC Limited investment (Supply Chain)
- - - Ç È Ç È È Ç Ç È Ç Ç È
Cranfield Aerospace Solutions Ltd (Hydrogen Applications)
- - È Ç Ç È Ç È È Ç Ç È
Bramble Energy Limited (Supply Chain)
- - - Ç È Ç Ç È Ç Ç Ç Ç Ç È
HH2E (TopCo) (Hydrogen Production)
- Ç Ç È È È È È - È È
NanoSUN Limited (Storage & Distribution)
- - - Ç È Ç Ç È Ç È - - - -
Gen2 Energy (Hydrogen Production)
- È È Ç Ç - È È Ç È -
HH2E Thierbach Project (Hydrogen Production)
- - - - -
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.
Portfolio review, performance
and valuation
Company performance valuation movements reflect internal factors including actual and budgeted/forecast financial performance. Macroeconomic
valuation movements reflect external factors including inflation, discount rates and FX rates.
Company Overview
HydrogenOne Capital Growth plc Annual Report 2024
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Strategic Report Governance Financial statements
Other information
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 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.
HydrogenOne Capital Growth plc Annual Report 2024
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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.
NAV and NAV/share in 2024
NAV movements 2023-24 (pence per share) NAV (£m) and NAV pence per share, 2021-24
Portfolio impact: HH2E and Thierbach SPV administration 6.9p; NanoSUN restructuring 4.2p NAV/share since IPO
£101.9m
£103.9m
£124.8m
£124.3m
£125.4m
£128.8m
£129.7m
£130.6m
£132.7m
£133.4m
£133.5m
£129.9m
£116.4m
94.9p
96.8p 96.9p
96.5p
97.3p
100.0p
100.7p
101.4p
103.0p
103.6p
103.6p
100.8p
90.4p
-
20.00
40.00
60.00
80.00
10 0. 00
12 0. 00
90
10 0
11 0
12 0
13 0
14 0
15 0
Dec
21
Mar
22
Jun
22
Sep
22
Dec
22
Mar
23
Jun
23
Sep
23
Dec
23
Mar
24
Jun
24
Sep
24
Dec
24
102.99 90.39
(7.15)
(2.56)
(2.89)
84.00
86.00
88.00
90.00
92.00
94.00
96.00
98.00
100.00
102.00
104.00
NAVPS at 31 Dec 2023
Private portfolio gain/(loss)
FX and listed portfolio gain/(loss)
Fund expenses
NAVPS at 31 Dec 2024
Portfolio review, performance
and valuation
Company Overview
HydrogenOne Capital Growth plc Annual Report 2024
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Strategic Report Governance Financial statements
Other information
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 portfolio
companies.
HydrogenOne Capital Growth plc Annual Report 2024
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Portfolio review, performance
and valuation
fifi fifi
A German industrial electrolyser producer, which offers both pressure alkaline (AEL) and solid oxide electrolysers (SOEC)
 £32m
 28%
 £5m
 October 2021
 Planet First Partners, Lightrock, SMS, Neste, Copenhagen Infrastructure Partners, GIC, Carbon
Direct Capital Management, Blue Earth Capital, Amazon Climate Pledge Fund

Industry-leading electrolyser manufacturer, investing for growth and technology development.
Material alkaline and solid oxide business, with revenues from a growing international customer
base in the global industrial electrolyser market
Strong product credentials backed by existing customer base and generated by high quality in-
house engineering and product design
500MW / annum electrolyser production site in EU – with a further extension to gigawatt-scale
already in planning


Committed to its mission “Electrolysis. Delivered. At Scale., Sunfire targets installing several gigawatts
of electrolysis equipment by 2030 securing a leading position in the fast-growing global electrolyser
market. The company is serving large-scale green hydrogen projects with pressurized alkaline (AEL)
and solid oxide electrolysers (“SOEC”). With this unique product portfolio and a strong commitment to
reliable execution and scaling with best-in-class partners, Sunfire focuses on enabling efficient green
hydrogen production at competitive costs across different industrial applications – and thus, making
a significant contribution to generating green industrial growth and prosperity.
 Sunfire enables industrial clients to decarbonize. The electrolysers the company manufactures
substantially contribute to avoiding greenhouse gas emissions by producing renewable hydrogen.
With that, Sunfire’s electrolysis technologies propel the energy transition in hard-to-abate sectors.
Furthermore, Sunfire strives to reduce its own carbon footprint, e.g., by increasing energy efficiency
and sourcing green energy. In 2024 Sunfire procured.1.9 gigawatt hours of certified renewable
electricity. Also, an ISO 50001 energy management system was successfully implemented and
certified at the production side in Solingen.

Sunfire secured more than €500 million to accelerate its growth, including Series E financing
round totalling €215 million in equity, €100 million from European Investment Bank and over
€200m from previously approved grant funding. This makes Sunfire one of the best capitalised
electrolyser manufacturers in the industry.
Sunfire installed Finland’s first industrial-scale electrolysis plant in Harjavalta, with a 20MW
pressurised alkaline electrolyser now in place.
Sunfire initiated a front-end engineering and design study (“FEED”) for a customer’s 500 MW
hydrogen project in Europe, amongst the largest in the sector, scheduled for operation by 2028.
Sunfire was awarded a major contract for a 100MW pressurised alkaline electrolyser at RWE’s
hydrogen site in Lingen, where the company additionally installed and commissioned a 10MW
pressurised alkaline electrolyser.
Sunfire secured a contract with Ren-Gas for a 50 MW electrolyser for Ren-Gas’s e-methane
plant in Tampere, Finland, adding to Sunfire’s order book.
Our portfolio
Company Overview
HydrogenOne Capital Growth plc Annual Report 2024
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Strategic Report Governance Financial statements
Other information
 
Fuel cell and electrolyser manufacturer with presence in Estonia and Finland
 £21m
 18%
 £3m
 May 2022

Hyundai, Baker Hughes, Biofuel OÜ, VNTM Powerfund II

Industry-leading innovator and supplier of solid oxide cells and stacks, with manufacturing
facilities in Finland and Estonia, ready for expansion
High end offering based on advanced solid oxide (“SO”) technology with low operating
temperatures and superior economics
Developed a reversible ceramic technology that converts hydrogen into emission-free electricity
and vice versa
Over 10-year track record
Over 60 established industrial customers worldwide


Elcogen believes in a future fuelled by green hydrogen and its ambition is to become a leading
global supplier of the underlying technology that can make this future happen. This will be
achieved through continued development of the Group’s solid oxide fuel cell (“SOFC”) and
electrolyser cell (“SOEC”) technology platform and manufacturing products at the lowest cost
possible by securing the economies of scale that come with volume production.
Today, this technology is already making a significant impact, particularly in CHP systems and
stationary power units, where the demand continues to grow - especially in APAC and Europe. The
technology is also expanding its reach into critical areas such as biogas, data centers, EV charging,
and marine applications. Fuel cell applications are a particular focus for the company, with longer
term potential in electrolysers.
 Elcogen supplies the core technology that sits at the heart of energy security and the transition
away from fossil fuels.
On route to a fossil-free future, Elcogen’s offering enhances energy security with scalable,
eco-friendly power solutions that support diverse fuels and offer reliable, localized power with the
ability to operate in island mode, ensuring energy supply even during grid disruptions.
Elcogen is committed to ensuring it makes a positive contribution to the environment and society, and
being sustainable means adopting best practices that are filtered throughout all layers of the Group.

In April 2024, the Company announced a strategic investment by Baker Hughes in Elcogen, part
of an overall funding package totalling €140 million to continue to scale up Elcogen’s leading
solid oxide cell technology for green hydrogen.
During 2024, Elcogen was awarded a EUR24.9 million grant from the EU Innovation Fund. The
grant will support Elcogen’s next phase in scaling up its manufacturing capacity of solid oxide
electrolyser cells (SOEC) and solid oxide fuel cells (SOFC) in Estonia.
Construction of a new 14000 m2 facility in Loovälja Industrial Park started at the beginning of the
year, with operations scheduled to commence in 2026. This new factory will expand Elcogen’s
manufacturing capacity from 10 MW to 360 MW.
During 2024, Elcogen participated in 19 publicly funded Research and Development (R&D)
projects, collaborating with various European technology companies and research institutes.
Projects included the PilotSOEL Project, aiming to upscale and automate high-temperature
electrolyser manufacturing for green hydrogen production, in partnership with the Technical
University of Denmark.
HydrogenOne Capital Growth plc Annual Report 2024
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Portfolio review, performance
and valuation
Our portfolio
 
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
 £24m
 21%
 £10m
 November 2021
 Melrose Industries (GKN Aerospace), Centrica, Hyundai, Kia, Wintershall Dea, VNG, CEMEX

Proprietary technology to convert natural gas, flare gas and biomethane into hydrogen and solid
carbon black
Multiple applications across all sectors of hydrogen use from industrial decarbonisation to power
management to transport
Opportunity to support emission reduction targets through the global imperative to halt gas
flaring and venting
Industrial off-takers of the product such as Centrica, Hyundai and CEMEX also on the
shareholder register
Highly scalable modular solution, producing 400kg / day of hydrogen from a single unit through
to large plants capable of 100’s of tonnes / day of hydrogen, alongside carbon black


HiiROC is focused on addressing customer challenges – decarbonising production of hydrogen
and carbon black and reducing atmospheric GHGs through mitigation and capture.
To do this, HiiROC is working with customers to meet their specific needs for hydrogen and carbon
black rather than building capacity without offtake. Having demonstrated the versatility of Thermal
Plasma Electrolysis (TPE) across a number of use cases and feedstocks in 2023/24, they are
moving to the roll out of production plants in the UK and, to follow, in the USA and MENA
 HiiROC can help accelerate the transition to Net Zero through the deployment of its technology
at scale. HiiROC expects to make its most significant contributions to SDGs 7 (Affordable & Clean
Energy), 9 (Industry, Innovation & Infrastructure) and 11 (Sustainable Cities & Communities). In due
course, these will be reported-on along with other sustainability performance data, in-line with our
Net Zero ambitions.

In April 2024, new strategic investment to accelerate HiiROC’s expansion into the US.
HiiROC and Cemex Ventures announced the launch of low carbon hydrogen deployment
using HiiROC’s proprietary Thermal Plasma Electrolysis technology. Low carbon hydrogen
will be produced at Cemex’s cement plant in Rugby, UK, in order to demonstrate commercial
deployment of HiiROC technology.
HiiROC is also working with Centrica, at its Brigg Energy Park, and with funding from the NZTC to
demonstrate the decarbonisation of the Brigg gas peaker plant using its TPE process.
HiiROC and Siemens signed a Memorandum of Understanding to provide advanced control
technology and ensure the safe automation of hydrogen production.
HiiROC secured triple ISO certification from Lloyd’s Register Quality Assurance (“LRQA”) for
Quality Management (ISO 9001), Environmental Management (ISO 14001), and Occupational
Health and Safety (ISO 45001), as part of its plans for commercial roll-out
Company Overview
HydrogenOne Capital Growth plc Annual Report 2024
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Strategic Report Governance Financial statements
Other information
 
Netherlands-based low carbon pipeline technology company
 £14m
 12%
 £6m
 2022 and 2024
 Shell Ventures, Chevron Technology Ventures, Evonik Venture Capital, ING Corporate Investments,
SENCO Hydrogen

Industry leader in thermoplastic composite pipe (“TCP”), which has c.50% less greenhouse gas
emissions than metal, and is being deployed at scale in the offshore oil & gas industry.
TCP has applications in the emerging offshore hydrogen and CO2 sectors, where we see
significant market potential in the longer term


Strohm is enabling the energy transition through proven high end composite pipe technology.
Strohm develops its technology on the basis of being able to be used in both conventional energy
applications, as well as in renewable energy applications such as CO2 and H2. This includes
development, qualification, and building up track record.
Today Strohm has the first offshore hydrogen pipeline contract, and the first client qualifications for
hydrogen transport. Reflecting a slow-down in offshore hydrogen, Strohm is focused on traditional
energy and CCS.
 Strohm is proud to be a Climate Neutral Certified organisation, as certified according to the Climate
Neutral Certification Standard from the Climate Neutral Group (CNG). We achieved compliance to
the CNG standard to become a recognised Climate Neutral Organisation in 2020 by implementing
an ESG strategy featuring key CO2 reduction initiatives, including an accredited offsetting
programme. Through these efforts, we are making significant progress towards achieving our
next goal, to reduce our products CO2 footprint from a product life cycle point of view and invest
in product development to support the energy transition. We do this across the parameters of a)
reducing the CO2 footprint of pipelines, b) Enabling the transition from fossil fuel to green energy,
and c) reducing the CO2 footprint of our own products.

Secured €30 million in new capital raise. The round was led by a €20 million investment by new
investors, as well as existing shareholders, including €1.2 million from HydrogenOne through
convertibles
Won third and largest ever thermoplastic composite pipe (“TCP”) contract from ExxonMobil
Guyana.
Added new TCP product based on carbon fibre and polyvinylidene fluoride, to be used for
carbon capture and storage applications to its portfolio. The product is suitable for injecting CO2
offshore, both in depleted gas fields and aquifers.
Announced the award of a new thermoplastic composite pipe (“TCP”) contract by TotalEnergies
– the largest commercial award for pipe supply in Strohm’s 16-year history. The contract is for the
deployment of high CO2 specification flowlines in over 2,000 meters of water in Brazil, the first
time TCP has been deployed in ultra-deep water.
Successfully completed installation of its TCP Jumper technology at the Deepwater Sabah
project offshore Malaysia.
HydrogenOne Capital Growth plc Annual Report 2024
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 
UK-based fuel cell and portable power solutions company
 £10m
 9%
 £1m
 February 2022
 IP Group, BGF, Parkwalk, UCL Technology Fund

Pioneering revolutionary fuel cell design and manufacturing techniques
Novel printed circuit board design PCBFC™ - low cost, scalable and recyclable fuel cell modules
Leading global automotive businesses working closely with Bramble to scale up product
offering
Developing high-power density, mobility fuel cell systems


Bramble has developed the world’s lowest cost fuel cell, suitable for every application. It is
manufacturable globally without capex, in existing third-party facilities. Simplified stacks, means
simplified systems, and that means lower cost all round. Joint development agreements will lead
to technology licence agreements and royalties.

Bramble Energy has made the SME Climate Commitment which recognises that climate
change poses a threat to the economy, nature and society-at-large, our company commits to
take action immediately in order to achieve and surpass:
Halving our greenhouse gas emissions before 2030
Achieving net zero emissions before 2040
Disclosing our progress on a yearly basis

Launched PCBFC™ Gen. 2, a fuel cell that represents a 30% cost reduction from Gen 1.
Deployed its PCBFC™ technology in a hydrogen powered boat in the HyTime project, working
alongside custom engine builder Barrus.
Successfully completed Scale-up Readiness Validation (“SuRV”) programme, funded by the
Advanced Propulsion Centre UK. As part of SuRV, Bramble Energy was awarded £1.8 million to
develop an optimised fuel cell stack assembly with the capacity to produce up to 2,000 50 kW
stacks/year.
As part of SuRV, awarded £2 million to develop an optimised fuel cell stack assembly with the
capacity to produce up to 2,000 50 kW stacks/year. The completion of SuRV has seen Bramble
Energy simplify its fuel cell stack assembly, which includes integrated membrane electrode
assembly into unitised PCB modules (cells)
PCBFC™ technology entered the third generation from inception, with a power density of
5.7kW/L achieved in early phases and an industry leading performance of 7.8 kW/ L achieved
by the end of 2024. A new target of 8.5kW/L has been set for 2025 to continue furthering its
performance metrics.
Portfolio review, performance
and valuation
Our portfolio
Company Overview
HydrogenOne Capital Growth plc Annual Report 2024
FUTURE FUEL. NOW
33
Strategic Report Governance Financial statements
Other information
fifi fifi
UK-based passenger flight innovator, powering turboprop flight with hydrogen
 £12m
 11%
 £0.5m
 March 2022, January 2023

Safran Ventures, Tawazun Strategic Development Fund, Motus Ventures

Cranfield is a technology leader in delivering hydrogen powered turboprop flight.
Aerospace market leader in the design and manufacture of new aircraft design concepts,
complex modifications to existing aircraft and integration of cutting-edge technologies
Working on CAA certification of aircraft using hydrogen powered fuel cells supplying electricity
to DC motors for rotational power


The company’s mission is to deliver certified zero emission aircraft using H2 fuel cell propulsion.
The strategy to achieve this is based on developing hydrogen fuel cell electrically driven
powertrains in a modular fashion that can be fitted to a range of air vehicles. The powertrains will
range in size from 125Kw through to 500kW enabling them to be used in small passenger aircraft,
cargo drones and in auxiliary power units (APUs) for single and twin aisle aircraft.
 Cranfield are committed to developing a zero emissions aircraft.. Continuous monitoring and
reporting ensure alignment with developing internal ESG standards. By integrating ESG principles
into our business model, we strive to create long-term value for stakeholders, mitigate risks, and
contribute to a resilient, responsible, and prosperous future.
Developing a best practice approach to assessing and minimising the environmental impact of
our supply base. To be embedded in our supplier assessment toolkit, the work on ESG will ensure
compliance with requirements and disclosure standards, and help develop a resilient supply chain.

Joined a consortium of 13 partners of the Sustainable Aviation Test Environment, the UK’s first
low-carbon aviation test centre based at Kirkwall Airport in Orkney.
Cranfield University, a major shareholder in CAeS, was awarded £69 million by Research
England’s Research Partnership Investment Fund, and industry partners and academic
institutions, to create the Cranfield Hydrogen Integration Incubator, which is the largest financial
injection for research that Cranfield University has ever secured.
Agreed to partner with Evia Aero in the development of airport infrastructure to enable both
electric and hydrogen-electric aircraft operations at regional airports.
Released UK Regional Air Mobility Opportunity report in collaboration with Electric Aviation
Maven. The analysis outlines that hydrogen flight can access 90% of the 684 potential routes
identified, offering significant economic and environmental benefits.
HydrogenOne Capital Growth plc Annual Report 2024
FUTURE FUEL. NOW
34
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 on pages 70 to 98.
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 on page 100. 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.
Portfolio review, performance
and valuation
Our portfolio
HydrogenOne Capital Growth plc Annual Report 2024
FUTURE FUEL. NOW
35
Strategic Report Governance Financial statements
Other information
ESG Highlights:

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 
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 
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
 
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 
 
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- 
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  
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- 
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 


Environmental, Social and Governance
(“ESG”)
 
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Environmental, Social and Governance
(“ESG”)
Our Impact:
£116.3 million

132,839 tCO2e

537,193 MWh
1,
91% EU Taxonomy

1.81 tCO2e/£m

Company Overview
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Strategic Report Governance Financial statements
Other information
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 Annex.
 
  
  
  

1.81 
  
  
  

 kWh 

 
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.
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 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.
3 Thismetriccapturestheelectricity,energy,andfuelconsumption(includingtransportation)ofPrivateHydrogenAssetslocatedoutside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.
Policy, Governance and Strategy
Confidence Building Measures
Direct – Private Equity
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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.
Stakeholder
group
Why is it important to engage? How has the Board communicated and engaged?
Key topics of engagement and
decisions made by the Board
Shareholders The significant shareholders of
the Company are set out in the
Annual Report.
The Investment Adviser and the
Board believe that Shareholders
and their support is critical to
the continuing existence of the
business and delivery of its long-
term investment strategy.
It is important to the Company’s
continued success to have
the potential to access equity
capital in order to expand the
Company’s portfolio over time
in order to further diversify the
investment portfolio and create
economies of scale.
Annual and Interim Reports;
Quarterly factsheets;
Investor webcasts and presentations (through the
Investment Adviser);
Institutional investor meetings (one-to-one and group),
primarily through the Investment Adviser and corporate
broker;
Regular institutional investor feedback received from
the Investment Adviser and corporate broker;
Research analyst presentations through the Investment
Adviser.
– AGM; and
– Website.
Market announcements,
including quarterly NAV
announcements;
- Portfolio company valuation,
financial performance
and Company valuation
methodology;
- Commentary on macro trends
impacting the Hydrogen sector.
Investment
Adviser
The Investment Adviser is the
most significant service provider
to the Company and a description
of its role can be found in the
Annual Report.
Board and Committee meetings;
Regular reports and presentations from the Investment
Adviser; and
Ad hoc meetings and calls.
In addition to all matters related to
the execution of the Company’s
Investment Objective, the Board
engaged with the Investment
Adviser in regard to the Company’s
SFDR reporting and Article 9
classification. The Board holds
annual strategy days at which the
Investment Adviser is invited to
present and discuss with the Board
the Company’s future strategy.
AIFM The AIFM is a critical service
provider for the Company’s long-
term success and engages with
the Board and the Investment
Adviser for the purpose of
providing investment advisory
services to the Company.
The Board regularly monitors
the Company’s investment
performance in relation to its
objectives, investment policy
and strategy.
Board and Committee meetings; and
Regular reports and presentations from the AIFM.
The AIFM is responsible for
monitoring the risks faced by the
Company and these are regularly
discussed at meetings.
Company Overview Strategic Report Governance Financial statements
Other information
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Stakeholder
group
Why is it important to engage? How has the Board communicated and engaged?
Key topics of engagement and
decisions made by the Board
Other key
service
providers
The Company does not have
any direct employees and works
closely with a number of key
service providers, including
the Administrator, Company
Secretary, auditor and corporate
broker.
The independence, quality
and timeliness of their service
provision is critical to the success
of the Company.
Board and Committee meetings;
Ad hoc meetings and calls;
Annual review of performance based on a
questionnaire; and
The Company undertakes regular reviews of all
material contracts for service quality and value
through the activities of the Management Engagement
Committee.
The feedback given by the
service providers is used to review
the Company’s policies and
procedures to ensure open lines
of communication, and operational
efficiency.
The Company is able to identify
and resolve problems with service
provider relationships, should they
arise, via this process.
During the Company’s annual
report production, the Audit and
Risk Committee has engaged with
the Company’s external auditors
to obtain feedback on the quality
and accuracy of the reporting and
to ensure the reporting process
was undertaken effectively by all
service providers.
Portfolio
investments
The Board considers each
proposal against the Company’s
investment objective, and
investment policy as disclosed
in the Annual Report and with
consideration for the wider group
of stakeholders.
The Company’s Board is presented with potential
investment opportunities that have been identified by
the Investment Adviser and which have undergone a
process of analysis, including considerations relating to
environmental, social and governance issues;
The Board reviews the financial and operating
performance of the Company’s portfolio companies on
a regular basis;
In many cases, investments in Private Hydrogen Assets
are linked to operational and financial targets, which
the Board monitors; and
A quarterly update on performance of portfolio
companies is provided in the Investment Adviser’s
Report within the Board Packs.
As at 31 December 2024, over
95% of the capital raised was
invested. No new investments
were completed during the year,
only follow on investments in
existing portfolio companies. Other
investment opportunities were
reviewed but were rejected as
they did not pass the investment
screening process.
As part of the ongoing portfolio
performance monitoring, the
feedback given by the Investment
Adviser is used to review
the Company’s policies and
procedures to ensure open lines
of communication, and operational
efficiency regarding its Portfolio
Companies.
Society and the
environment
Ensuring our investment
positively contributes to climate
change mitigation with an ESG
policy integrated in investment
decisions and asset monitoring.
See ESG section of the Annual Report.
The Company issues an annual Sustainability Report that
sets out the Company policy and track record in more
detail.
See ESG section of the Annual
Report.
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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 on pages 96 to 98.
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).
Stakeholder engagement
(Section 172 Statement)
Company Overview Strategic Report Governance Financial statements
Other information
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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
Principal Risks and Uncertainties Mitigation
Regulatory
Changes in political or environmental conditions in the
hydrogen sector (for example, changes in government policy
or support) could affect the Company’s prospects. In addition,
greater regulation in the financial services industry could
materially affect the Company’s business.
The Board and Investment Adviser has significant experience
in the energy sector and is familiar with its volatile political and
regulatory environment. Extensive contacts across the sector
inform its ongoing monitoring of these risks, which are reported
to the Board at least quarterly. More specific due diligence
occurs prior to any investments and during the lifetime of their
ownership.
The Administrator has a strong track record in administering
listed companies and the various rules and regulation required
to be adhered to.
Policy support
The technologies required to produce and use green
hydrogen need policy support to underpin the scale needed
to drive stand-alone cost competitiveness. Governments
worldwide are showing such support today, but that may be
volatile over the investment time horizon of the Company.
As noted under ‘regulatory’, the Investment Adviser
has longstanding experience in the energy sector and
monitors the policy environment closely. Such experience
and awareness is also present among the Company’s
Non-Executive Directors. The Company’s portfolio consists
of a range of hydrogen projects in different countries and
at different points in the emerging value chain, to further
mitigate the risk of policy volatility.
Operational
Initial pre-deal due diligence may not uncover all risks
associated to a transaction.
Investments are subject to operating and technical risks.
While the Company will seek investments with creditworthy
and appropriately insured counterparties who bear the
majority of these risks, there can be no assurance that all risks
can be mitigated.
In addition, the long-term profitability of hydrogen
investments will be partly dependent upon the efficient
operation and maintenance of the assets. Inefficiency, or
limitations in the skills, experience or resources of operating
companies, may reduce revenue.
As a result, profitability of the Company may be impaired
leading to reduced returns for Shareholders.
The Investment Adviser conducts a vigorous due diligence
process and works very closely with external and technically
skilled consultancy firms to review all potential transactions,
with an aim to provide a fully scoped and informed
recommendation.
The portfolio is constantly monitored by the Investment
Adviser and the AIFM to address risks as they are identified.
Diversification in counterparties and service providers ensures
any impact is limited. Furthermore, the Company invests in a
diversified portfolio.
Performance
Underperforming investment or investment strategy can lead
to underperformance to the Company’s target return and
ultimate investment objective.
Risk assessment has increased from macroeconomic impacts
on portfolio investments.
The Board reviews at least quarterly the portfolio
performance as well as underlying key asset risks identified
as part of the Company’s risk register and how those risks are
actively being mitigated which include but is not limited to:
Non Controlling interest risk Market risk
Interest rate risk Inflation risk
At each Board meeting a report on risks, portfolio performance
and any macro and micro considerations is provided by the
Investment Adviser and the AIFM, and reviewed accordingly
with the aim to mitigate such risks. In addition, the Investment
Adviser has representation on each investee board either
through a director or board observer position.
Risk and risk management
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Principal Risks and Uncertainties Mitigation
Future acquisitions and capital raises
Ongoing capital raises are intended. The Company’s share
price trading at an excessive discount to its net asset value
may mean it is difficult to raise further capital through share
issues for onward investment.
Risk assessment has increased due to an increase in the
share price discount compared to the net asset value of the
Company during the year.
The Company’s Broker monitors the market for the
Company’s shares and reports at quarterly meetings. The
Board regularly reviews the relative level of discount against
the sector and has the authority to buy back shares.
The Board and AIFM oversee the investment pipeline and
monitor its progress in relation to Company targets.
Certain assets will be identified in advance by the Investment
Adviser as being potentially available for acquisition by the
Company.
The pipeline is managed by the Investment Adviser and
monitored by the AIFM, with onward reporting to the Board.
The Board is unlikely to agree to capital raises without a
strong pipeline.
Liquidity and Refinancing
The operational risks of the Company including market,
counterparty, credit and liquidity risk.
Extreme market volatility can disrupt the capital raising process
and ability to raise monies to repay a debt demand in full.
Investments in Private Hydrogen Assets are illiquid in nature
and may take a longer period of time to realise in order to fund
the Company’s operations or meet its expenses.
The Company has and may continue to be forced to sell
liquid assets to meet its expenses at a time when valuations
are lower for some assets. Should the Company no longer
have sufficient liquid assets available to meet a projected 12
months’ worth of expenditure, the going concern status of the
company may be called into question (see further details in
Note 2 Basis of preparation in the Financial Statements).
This risk has increased due to market volatility and the
Company’s share price trading at a significant discount to net
asset value, delaying the Company’s ability to raise capital.
Higher interest rates will increase the cost of finance to the
Company.
The Investment Adviser closely monitors the liquidity in the
market and portfolio valuations.
Should new credit not be forthcoming, liquidity may be
gained through a capital raise, or liquidation of assets.
The Investment Adviser, AIFM and the Board continuously
monitor forecast and actual cashflows from operating,
financing, and investing activities to consider payment of
dividends, or further investing activities.
Service providers
Disruption to, or failure of the Company’s Administrator or
other parties to complete their role efficiently, on time and in
line with expectation
All counterparties to the Company are reviewed as part of the
risk register. A material credit risk is that of banks holding un-
invested cash, the credit rating and credit worthiness of these
are considered. A review of key operational counterparties,
such as the Administrator, looking at operational procedures,
disaster recovery and system security is undertaken.
Counterparties of Company’s Special Purpose Vehicles
(“SPV”) and underlying assets are carried out as part of the
investment due diligence process.
Portfolio valuation
Risk that portfolio asset valuations published do not represent
the Fair Market Values in accordance with the accounting
requirements.
Investment valuations are based on modelling / financial
projections for the relevant investments and utilises
International Private Equity and Venture Capital Valuation
(“IPEV”) methodologies to calculate fair value. Projections
will primarily be based on the Investment Adviser’s
assessment and are only estimates of future results based
on assumptions made at the time of the projection. Actual
results may vary significantly from the projections, which may
reduce the profitability of the Company leading to reduced
returns to Shareholders.
A rise in interest rates will lead to an increase in the Discount
Rate applied to the Private Hydrogen Assets’ valuation,
leading to a reduction in the Company’s net asset value.
The Investment Adviser has significant experience in valuation
of these assets.
The discount rate used in the valuations incorporates spot gilt
rates for each free cashflow based on maturity and country
which mitigates the longer term impact of rises in interest
rates.
The valuation policies and valuations will be reviewed by
the Valuation Committee on a quarterly basis, together with
signing off on the Private Hydrogen Asset values.
Risk and risk management
Company Overview Strategic Report Governance Financial statements
Other information
HydrogenOne Capital Growth plc Annual Report 2024
FUTURE FUEL. NOW
43
Principal Risks and Uncertainties Mitigation
Key person
The Investment Adviser is a small Company with minimum
employees. As such, there are significant Key Person risks
and should they become unavailable, this could have a
negative impact on the Company’s ability to achieve its
investment objective.
The Investment Adviser is committed to expand its business/
staffing levels in order to diversify knowledge across the
expanding team.
This risk is covered in the risk register and reported on at each
Board meeting.
Tax
Breaches of Section 1158 of the Corporation Tax Act could
result in loss of investment trust status.
Changes in tax legislation such as BEPS, WHT rules and
structural requirements result in increased tax and resulting in
a drop in returns from the Company’s investments.
The corporate structure of the Company is reviewed
periodically by the Company and its advisors.
All investments receive professional structural advice prior to
investment.
Political and associated economic risk
Exposure to Russia and/or Ukraine and the Middle East
within the investment portfolio could lead to losses on
investments.
The impact on the global equity markets, and hydrogen
stocks in particular, of a prolonged downturn caused by
the situation in Ukraine and the Middle East, could lead to
reduced valuations of the Company.
The current US administration’s aggressive foreign policy
regarding trade tariffs has had significant impact on financial
markets and depending on where tariff levels settle, may
have a significant impact on the global trade landscape.
The Board and Investment Adviser have reviewed the
portfolio for exposure and will continue to keep this under
review.
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 on pages 41 to 43 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.
HydrogenOne Capital Growth plc Annual Report 2024
FUTURE FUEL. NOW
44
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).
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.
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, and accessing debt as set out in the
Company’s investment policy.
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, 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 and the tariffs being implemented by
the new US administration. 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
Risk and risk management
Governance
46 Board of Directors and Principals of the Investment Adviser
47 Directors’ Report
51 Corporate Governance
55 Directors’ Remuneration Policy
56 Directors’ Remuneration Implementation Report
59 Report of the Audit and Risk Committee
61 Statement of Directors’ Responsibilities
62 Independent Auditor’s Report
FUTURE FUEL. NOW
45
HydrogenOne Capital Growth plc Annual Report 2024
FUTURE FUEL. NOW
46
HydrogenOne Capital Growth plc Annual Report 2024
The Principals of the
Investment Adviser
Dr JJ Traynor
Dr John Joseph JJ” Traynor has
extensive experience in energy, capital
markets, project management, and
M&A. He has held a series of senior
energy and banking sector positions, including Executive
Vice President at Royal Dutch Shell, where he led investor
relations and established the company’s ESG programme;
Managing Director at Deutsche Bank, where he was the
number one ranked analyst in European and Global oil &
gas; Geologist at BP, in the North Sea, West Africa and Asia
Pacific. He has a Geology BSc from Imperial College, a
PhD from Cambridge University. He attended the INSEAD
Advanced Management Programme, and is a Fellow of the
Geological Society of London.
Richard Hulf
Richard Hulf is a fund manager with
corporate finance and engineering
background. Richard has 30 years of
experience in the Utilities and Energy
sectors and is a Chartered Engineer,
originally from Babcock Power and
latterly Exxon. In addition, his financial
experience spans stock broking,
corporate finance and fund management with Henderson
Crosthwaite, Ernst & Young and Artemis Investment
Management, where he invested into renewables
companies. He has an MSc in Petroleum Engineering from
Imperial College.
Board of Directors and Principals of the
Investment Adviser
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Simon Hogan
1,3
(Chairman of the Board and Nomination
Committee)
Appointed 20 May 2021
Mr Hogan has significant capital
markets, legal and management
experience. He was previously a
Managing Director of Morgan Stanley
and Chief Operating Officer across their
Commodities, Fixed Income and Equity
divisions. Mr Hogan has held multiple board positions and was a
member of the FCA Practitioners committee.
Mr Hogan’s contribution is invaluable to the Company in
formulating its short-term and long-term strategic direction as well
as managing a newly established Board and Company.
Afkenel Schipstra
1,3
(Chairman of the Audit and Risk
Committee and the Valuation
Committee)
Appointed 20 May 2021
Mrs Schipstra has over 21 years’
experience in Energy in Europe and
Sub-Sahara Africa. She is COO Energy of
First Hydrogen where she is responsible
for the energy business. Afkenel was
previously SVP of Hydrogen Business
Development for the Netherlands at ENGIE, and held senior
positions at Gasunie, Shell and NAM.
Mrs Schipstra’s extensive knowledge of hydrogen projects
strengthens the Board’s commercial knowledge of the sector.
Abigail Rotheroe
1,3
(Chairman of the Management Engagement Committee and the
Remuneration Committee)
Appointed 8 February 2022
Ms Rotheroe has over 25 years of
investment experience and was
previously Investment Director at
Snowball Impact Management, a
sustainable and impact focussed asset
manager. Ms Rotheroe was a Director
of Threadneedle Investment, following
positions at HSBC Asset Management
and Schroder Capital Management
and has experience of institutional and
retail investment. MsRotheroe is a non-executive director of
Baillie Gifford Shin Nippon plc, Templeton Emerging Markets
Investment Trust plc and Greencoat UK Wind plc.
Ms Rotheroe also brings knowledge of fund governance,
manager selection and impact measurement.
David Bucknall
2,3
(Non-Executive Director)
Appointed 20 May 2022
Resigned 21 March 2025
Mr Bucknall is the Chief Executive Officer
of the INEOS Energy Europe group of
companies and has been nominated
as the Board representative of INEOS
Offshore BCS Limited (“INEOS Energy”)
pursuant to the relationship and co-
investment agreement entered into between, inter alia, INEOS
Energyand the Company at launch. Mr Bucknall has a wealth of
commercial experience through his role held at INEOS Energy.
Erik Magnesen
2,3
(Non-Executive Director)
Appointed 21 March 2025
Mr Magnesen is currently Chief Financial
Officer of the INEOS Energy Europe
group of companies and has been
nominated as the Board representative
of INEOS Offshore BCS Limited (“INEOS
Energy”) pursuant to the relationship
and co-investment agreement entered into between, inter alia,
INEOS Energy and the Company at launch. Mr Magnesen brings
a wealth of financial experience through his role held at INEOS
Energy.
FUTURE FUEL. NOW
47
HydrogenOne Capital Growth plc Annual Report 2024
Company Overview Strategic Report Governance Financial statements
Other information
The Directors present their report and accounts for the Company and Group for
the year ended 31 December 2024.
Strategic report
The Directors’ Report should be read in conjunction with the
Strategic Report on pages 1 to 44.
Corporate governance
The Corporate Governance Statement on pages 51 to 54
forms part of this report.
Legal and taxation status
The Company is an investment company within the
meaning of Section 833 of the Companies Act 2006.
The Company conducts its affairs in order to meet the
requirements for approval as an investment trust under
section 1158 of the Corporation Tax Act 2010. The Company
has received approval as an investment trust and the
Company must meet eligibility conditions and ongoing
requirements in order for investment trust status to be
maintained. In the opinion of the Directors, the Company
has met the conditions and requirements for approval as an
investment trust for the year ended 31 December 2024.
Risk and risk management
The Principal Risks and Uncertainties for the Company and
their mitigation on pages 41 to 43 forms part of this report.
Viability statement
The Viability Statement is on pages 43 to 44.
Market information
The Company’s Ordinary Shares are listed on the London
Stock Exchange (“LSE”). The NAV per Ordinary Share is
calculated in Pound Sterling. Up to 14 November 2022, the
NAV per Ordinary Share was calculated on a daily basis
based upon the quarterly valuation of the Private Hydrogen
Assets and daily valuation of the Listed Hydrogen Assets.
Since 15 November 2022 the NAV per Ordinary Share
has been calculated on a quarterly basis based upon the
quarterly valuation of the Private Hydrogen Assets and
Listed Hydrogen Assets. The quarterly NAV per Ordinary
Share is published through a regulatory information service.
Retail distribution promotion
As a result of the Financial Conduct Authority (“FCA”) rules
determining which investment products can be promoted
to retail investors, certain investment products are classified
as ‘non-mainstream pooled investment’ products and face
restrictions on their promotion to retail investors.
The Company has concluded that the distribution of its
shares, being shares in an investment trust, is not restricted
as a result of the FCA rules described above.
The Company currently conducts its affairs so that the
shares issued by the Company can be recommended by
financial advisers to retail investors and intends to continue
to do so for the foreseeable future.
Shareholder relations and Annual General
Meeting (AGM)
The Investment Adviser has a programme of meetings
with shareholders and reports back to the Board on
its findings. The Board also welcomes direct feedback
from shareholders. The Chairman is available to meet
shareholders and may be contacted by email via the
Company Secretary at hydro1cosec@apexgroup.com.
The Board encourages all shareholders to attend the AGM
and generally seeks to provide twenty-one clear days’
notice of that meeting.
The separate Circular and Notice of AGM sets out the
business of the AGM and any special business is explained
in the Directors’ Report on pages 47 and 48. Separate
resolutions are proposed for each substantive issue.
The Company’s AGM will be held on 27 June 2025 and the
Chairman’s Statement on page 7 sets out the arrangements
for the meeting have the opportunity to hear a presentation
from the Investment Adviser and ask questions of the Board
and the Investment Adviser.
All shareholders are advised to submit their proxy form in
advance of the AGM. Details of how shareholders can cast
their votes can be found in the separate Circular and Notice
of AGM which will be sent to all shareholders entitled to
receive such notice following the Annual Report.
Special business of the AGM
Authority to issue and purchase own shares
The Board recommends that the Company be granted
a new authority to allot up to a maximum of 12,881,999
Ordinary Shares (representing approximately 10% of the
Ordinary Shares in issue at the date of this document) and to
dis-apply pre-emption rights when allotting those Ordinary
Shares and/or selling Ordinary Shares from treasury.
Ordinary resolution 10 and special resolution 11 will be put
to shareholders at the AGM. Ordinary Shares will be issued
under this authority only at the Board’s discretion and when
it is deemed to be in the best interests of shareholders as a
whole to do so. The advantages are to lower the Company’s
ongoing charges as expenses are diluted and, in the
short term, to address volatility in the share price. Unless
otherwise authorised by shareholders, new Ordinary Shares
will not be issued at less than NAV and Ordinary Shares
held in treasury will not be sold at less than NAV.
The maximum number of Ordinary Shares which can be
admitted to trading on the London Stock Exchange without
the publication of a prospectus is 20% of the Ordinary
Shares on a rolling previous 12-month basis at the time of
admission of the Ordinary Shares.
The Directors recommend that a new authority to purchase
up to 19,310,117 Ordinary Shares (subject to the condition
Directors’ Report
FUTURE FUEL. NOW
48
HydrogenOne Capital Growth plc Annual Report 2024
Directors’ Report
that not more than 14.99% of the Ordinary Shares in issue
at the date of the AGM are purchased) be granted and
special resolution 12 to that effect will be put to the AGM.
Any Ordinary Shares purchased will either be cancelled or, if
the Directors so determine, held in treasury. Ordinary Shares
are purchased at the discretion of the Board and when it is
deemed to be in the best interests of shareholders. Ordinary
Shares will be purchased for cancellation or for treasury
only when the Ordinary Shares are trading at a discount to
the Net Asset Value.
The Companies Act 2006 allows companies to hold
shares acquired by way of market purchases as treasury
shares, rather than having to cancel them. This gives the
Company the ability to sell Ordinary Shares quickly and cost
effectively, thereby improving liquidity and providing the
Company with additional flexibility in the management of its
capital base. At the year end and at the date of this report,
no Ordinary Shares were held in treasury.
Notice of General Meetings
Special resolution 13 in the separate Circular and Notice
of AGM is required to reflect the requirements of the
Shareholder Rights Directive. The Company is currently able
to call general meetings, other than an AGM, on 14 clear
days’ notice and would like to preserve this ability. In order
to be able to do so, shareholders must have given their prior
approval.
Special resolution 13 seeks such approval, which would be
effective until the Company’s next AGM, when it is intended
that a similar resolution will be proposed. The Company
will ensure that it offers the facility for shareholders to vote
by electronic means, and that this facility is accessible to
all shareholders, if it is to call general meetings on 14 days’
notice. Short notice of this kind will be used by the Board
only under appropriate circumstances.
Continuation vote
The Articles of Association require that an ordinary
resolution be proposed at every fifth AGM of the Company
that the Company should continue as an investment
trust for a further five-year period. In accordance with the
Articles of Association, the initial vote for the continuation
of the Company will be proposed at the AGM to be
held in 2026. In the event that such a resolution 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 shareholders.
Management
The Board
The independent Board is responsible to Shareholders for
the overall management of the Company. The Board has
adopted a Schedule of Matters Reserved for the Board
which sets out the division of responsibilities between
the Board and its various committees, the Chairman and
the Chairmen of the various committees, together with
the duties of the Board, further details can be found on
pages51and 52.
Through the Committees and the use of external
independent advisers, the Board manages risk and
governance of the Company.
Appointment of Board Members
The rules concerning the appointment of Directors are
contained in the Company’s Articles of Association which
require that a Director shall be subject to election at the first
AGM after appointment and annual re-election thereafter.
Further details of the Board’s process for the appointment of
Board members can be found on page 52.
Alternative Investment Fund Manager (“AIFM”)
FundRock Management Company (Guernsey) Limited has
been appointed as the Company’s and Limited Partnership’s
AIFM. The AIFM has delegated the provision of portfolio
management services to the Investment Adviser pursuant
to the Investment Adviser Agreement.
The AIFM Agreement shall continue in force until terminated
by either the AIFM or the Company by giving to the other
no less than six months’ prior written notice, provided that
such notice may not be served earlier than the date being
twelve months from the date of the AIFM Agreement. The
AIFM Agreement may be terminated earlier by either party
with immediate effect in certain circumstances, including,
ifthe other party shall go into liquidation or an order shall be
made or a resolution shall be passed to put the other party
into liquidation or the other party has committed a material
breach of any obligation the AIFM Agreement, and in the
case of a breach which is capable of remedy fails to remedy
it within 30 days. Details of the fee the AIFM is entitled to
receive are given in note 14 to the Financial Statements.
The AIFM shall maintain, at its cost, professional indemnity
insurance to cover any professional liability which it may
incur under the AIFM Agreement, with a limit not less than
£5,000,000. The Company has granted to the AIFM and
certain other indemnified parties, a customary indemnity
against losses which may arise in relation to the AIFM’s
performance of its duties under the AIFM Agreement.
The Board confirms that it has reviewed whether to retain
FundRock Management Company (Guernsey) Limited as
the AIFM of the Company. It has been concluded that it is
in the best interests of shareholders as a whole to continue
with the AIFM’s engagement.
Investment Adviser
The AIFM has appointed HydrogenOne Capital LLP as the
Investment Adviser. The Investment Adviser has been given
responsibility for investment advisory services in respect
of any Private Hydrogen Assets the Company invests in
directly or indirectly through holding entities and the Listed
Hydrogen Assets (including uninvested cash) in accordance
with the Company’s investment policy, subject to the
overall control and supervision of the AIFM. Details of the
Investment Advisory fees are given in note 6 to the Financial
Statements. As at 31 December 2024, Dr JJ Traynor held
100,000 Ordinary Shares and Mr Richard Hulf held 100,000
Ordinary Shares in the Company.
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HydrogenOne Capital Growth plc Annual Report 2024
Company Overview Strategic Report Governance Financial statements
Other information
The Limited Partnership has entered into a Limited
Partnership Investment Adviser Agreement dated 5 July
2021 and as amended on 26 November 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.
The Investment Adviser Agreements are for an initial term of
four years from the date of Admission and thereafter subject
to termination on not less than twelve months’ written
notice by any party. The Investment Adviser Agreements
can be terminated at any time in the event of, inter alia, the
insolvency of the Company, the AIFM or the Investment
Adviser or if certain key members of the Investment
Adviser’s team cease to be involved in the provision
of services to the Company and are not replaced by
individuals satisfactory to the Company (acting reasonably).
The Company and the Limited Partnership have given
an indemnity in favour of the Investment Adviser (subject
to customary exceptions) in respect of the Investment
Adviser’s potential losses in carrying on its responsibilities
under the Investment Adviser Agreement.
The Board confirms that it has reviewed whether to retain
HydrogenOne Capital LLP as the Investment Adviser of
the Company and the Limited Partnership. It has been
concluded that, given the Investment Adviser’s depth
of knowledge in the sector and the recent growth and
performance record of the Company, it is in the best
interests of shareholders as a whole to continue with the
Investment Adviser’s engagement.
Alternative Investment Fund Portfolio Managers’
Directive (“AIFMD”)
In accordance with the AIFMD, the AIFM must ensure that
an annual report containing certain information on the
Company is made available to investors for each financial
year. The investment funds sourcebook of the FCA (the
“Sourcebook”) details the requirements of the annual report.
All the information required by those rules are included
in this Annual Report or will be made available on the
Company’s website.
Company Secretary and Administrator
Apex Listed Companies Services (UK) Limited has
been appointed to provide company secretarial and
administration services to the Company.
Custodian
Throughout the year, The Northern Trust Company acted as
the Company’s custodian for the Listed Hydrogen Assets,
as the Company no longer holds listed assets the Company
has now terminated this contract.
Registrar
Computershare Investor Services plc has been appointed
as the Company’s registrar.
Continuing appointment of service providers
The Board has committed to undertake a detailed review
of the continued appointment of these service providers on
an annual basis to ensure these are in the best long term
interests of the Company’s Shareholders and undertook
a comprehensive service provider review during the year
ended 31 December 2024, concluding it was in the best
interest of shareholders to continue to engage the services
of the Company’s appointed service providers.
Capital structure and voting rights
At the year end and to the date of this report, the Company’s
issued share capital comprised 128,819,999 Ordinary Shares,
with no Ordinary Shares held in treasury. Each Ordinary Share
held entitles the holder to one vote. All Ordinary Shares
carry equal voting rights and there are no restrictions on
those voting rights. Voting deadlines are stated in the Notice
of Meeting and Form of Proxy and are in accordance with
the Companies Act 2006. There are no restrictions on the
transfer of Ordinary Shares, nor are there any limitations or
special rights associated with the Ordinary Shares.
Notifiable interest
As at 31 December 2024 and 29 April 2025, the Directors have been formally notified of the following shareholdings
comprising 3% or more of the issued share capital of the Company.
Company
Holding of
Ordinary
Shares – As at
31 December
2024
% Holding –
As at
31 December
2024
Holding of
Ordinary
Shares – As at
29 April
2025
% Holding –
As at
29 April
2025
INEOS Offshore BCS Limited 25,000,000 19.40 25,000,000 19.40
Rathbones Investment Management Ltd 12,878,603 9.99 12,878,603 9.99
City of Bradford - West Yorkshire Pension Fund 9,028,000 7.01 9,028,000 7.01
Stichting Juridisch Eigendom Privium Sustainable
Impact Fund
6,040,000 4.69 6,040,000 4.69
FS Wealth Management Limited 3,670,000 3.42 3,670,000 3.42
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HydrogenOne Capital Growth plc Annual Report 2024
Political donations
There were no political donations made during the financial
year to 31 December 2024.
Disclosure required by listing rule UKLR 6.6.1
The above rule requires listed companies to report certain
information in a single identifiable section of their annual
financial reports. The Company confirms that, other than the
allotment of equity securities for cash (UKLR 6.6.1(6)) which
is detailed in note 11 to the Financial Statements, all such
reporting applied only to non-applicable events for the year
ended 31 December 2024.
Future trends
Details of the main trends and factors likely to affect the
future development, performance and position of the
Company’s business can be found in the Investment
Adviser’s Report section of this Strategic Report. Further
details as to the risks affecting the Company are set out in
the ‘Principal Risks and Uncertainties’ on pages 41 to 43.
Directors’ indemnities
Subject to the provisions of the Companies Act 2006 and
certain provisions contained in the deeds of indemnity
issued by the Company, the Company has indemnified each
of the Directors against all liabilities which each Director may
suffer or incur arising out of or in connection with any claim
made or proceedings taken against them, or any application
made under sections 661(3), 661(4) or 1157 of the Companies
Act 2006 by them, on the grounds of their negligence,
default, breach of duty or breach of trust, in relation to the
Company or any associated company. The indemnities
would provide financial support from the Company after
the level of cover provided by the Company’s Directors’ and
Officers’ insurance policy has been fully utilised.
Going concern
The Directors have considered the going concern position of
the Company and recognise the current financial position of
the Company. The actions being taken by the Board and the
Investment Adviser as set out in the Viability Statement and
Note 2 Basis of Preparation in the Financial Statements have
been considered and the Directors believe that together
they will improve the financial position of the Company.
The Directors consider that the cash position and outlook
mean that there are material uncertainties that may cast
significant doubt on the Company’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. The
Company continues to monitor opportunities for a fresh
equity raise, although the discount of the share price to the
NAV may prevent this. In addition the Company is engaged
with lenders to potentially access debt for the fund. 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.
Please refer to Note 2 Basis of Preparation in the Financial
Statements for further details on these plans.
Auditor information
Each of the Directors at the date of the approval of this
report confirms that:
(i) so far as the Director is aware, there is no relevant audit
information of which the Company’s auditor is unaware;
and
(ii)
the Director has taken all steps that he or she ought to
have taken as Director to make himself or herself aware
of any relevant information and to establish that the
Company’s auditor is aware of that information.
This confirmation is given and should be interpreted
in accordance with the provisions of Section 418 of the
Companies Act 2006.
Appointment of auditor
In accordance with Section 489 of the Companies Act 2006,
a resolution will be put forward at the forthcoming AGM on
27 June 2025 to re-appoint KPMG Channel Islands Limited
(“KPMG”) as auditor.
By order of the Board
Helen J Coyne
For and on behalf of
Apex Listed Companies Services (UK) Limited
Company Secretary
29 April 2025
Directors’ Report
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HydrogenOne Capital Growth plc Annual Report 2024
Company Overview Strategic Report Governance Financial statements
Other information
Corporate Governance
Introduction
This Corporate Governance statement forms part of the
Directors’ Report.
The Listing Rules and the Disclosure Guidance and
Transparency Rules of the UK Listing Authority require listed
companies to disclose how they have applied the principles
and complied with the provisions of The UK Corporate
Governance Code 2018 (the “UK Code”), as issued by the
Financial Reporting Council (“FRC”). The UK Code can be
viewed on the FRC’s website.
The Board has considered the principles and provisions
of the AIC Code of Corporate Governance 2019 (the “AIC
Code”) which addresses those set out in the UK Code, as
well as setting out additional provisions on issues that are of
specific relevance to the Company, as an investment trust.
The Board considers that reporting against the AIC Code,
which has been endorsed by the Financial Reporting
Council, provides more relevant information to shareholders.
The AIC Code is available on the AIC website
(www. theaic. co.uk). It includes an explanation of how the
AIC Code adapts the Principles and Provisions set out in the
UK Code to make them relevant for investment companies.
The Company has complied with the AIC Code and the
relevant provisions of the UK Code, except as set out below.
The UK Code includes provisions relating to:
the role of the chief executive (provision 14);
the need for an internal audit function (provision 25); and
executive Directors’ remuneration (provision 33).
The Board considers these provisions are not relevant to
the Company, being an externally managed investment
company with no employees. The Company has therefore
not reported further in respect of these provisions, other
than the need for an internal audit function specific to the
Company, which has been addressed on page 60.
The Board
Composition
At the date of this report the Board consists of four
Non-Executive Directors. The Chairman is Simon Hogan,
and the Directors are Afkenel Schipstra, Abigail Rotheroe
and Erik Magnesen. David Bucknall served throughout
the year and on 21 March 2025, stepped down and was
replaced by Erik Magnesen. Simon Hogan, and Afkenel
Schipstra were appointed as Non-Executive Directors
22 May 2021, Abigail Rotheroe 8February 2022 and Erik
Magnesen 21 March 2025.
Due to the size and nature of the Company’s business, the
Board has not deemed it necessary to appoint a Senior
Independent Director as the role can be performed by the
Board as a whole.
The Board believes that during the year ended
31December 2024 its composition was appropriate for an
investment company of the Company’s nature and size. All
of the Directors are independent of the Investment Adviser
and are able to allocate sufficient time to the Company to
discharge their responsibilities effectively.
The Directors have a broad range of relevant experience to
meet the Company’s requirements and their biographies
are provided on page 46.
In accordance with the Co-Investment Agreement between
INEOS Energy and the Company, Mr Bucknall throughout
the year and now Mr Magnesen have recused themselves
from any decision relating to a transaction by the Company
or any member of the Group with INEOS Energy or any of
its Associates. The Board has noted the inference of the
provisions in the AIC Code that Non-Executive Directors
who represent a significant shareholder should be
presumed not to be independent. However, it is the Board’s
assessment that the provisions in place to manage actual
or potential situational conflicts of interest are sufficiently
robust and always promote the success of the Company.
The Board has concluded that during the year, Mr Bucknall
demonstrated independence of character and judgement.
His skills and experience have added significantly to the
strength of the Board and his continued service has been
invaluable to the long-term success of the Company. The
Board believe that Mr Magnesen will be a great addition
to the Board and will provide the same independence of
character and judgement.
In line with the AIC Code and the Articles of Association,
each Director is subject to election at the first AGM following
their appointment and annual re-election thereafter by
shareholders. The Board recommends all the Directors for
election or re-election.
The Directors have appointment letters which do not
provide for any specific term. Copies of the Directors’
appointment letters are available on request from the
Company Secretary. Upon joining the Board, any new
Director will receive an induction and relevant training is
available to Directors on an ongoing basis.
A policy of insurance against Directors’ and Officers’
liabilities is maintained by the Company.
The Directors, in the furtherance of their duties, may take
independent professional advice at the expense of the
Company.
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HydrogenOne Capital Growth plc Annual Report 2024
Corporate Governance
Board Committees
The Board decides upon the membership and chairmanship
of its committees. Each Committee has adopted formal
terms of reference, which are reviewed at least annually,
and copies of these are available on the Company’s website
or on request from the Company Secretary. As the Board is
small and comprises of only non-executive Directors, Simon
Hogan, Afkenel Schipstra and Abigail Rotheroe are members
of each of the Board Committees. Erik Magnesen and David
Bucknall throughout the year are invited to attend.
Audit and Risk Committee
A report on pages 59 and 60 provides details of the
role and composition of the Audit and Risk Committee
together with a description of the work of the Audit and Risk
Committee in discharging its responsibilities.
Remuneration Committee
Abigail Rotheroe is the Chairman. The Remuneration
Committee has been established to meet formally on at
least an annual basis to review the remuneration policy of
the Company and consider the fees of the Non-Executive
Directors.
The Directors’ Remuneration Implementation Report is
included on pages 56 and 58.
Management Engagement Committee (“MEC”)
Abigail Rotheroe is the Chairman. The MEC has been
established to conduct a formal annual review of the AIFM
and the Investment Adviser, assessing investment and other
performance, the level and method of their remuneration and
the continued appointment of them as AIFM and Investment
Adviser to the Company. The MEC met and reviewed the AIFM
and Investment Adviser’s performance and remuneration
structure. In conclusion the Committee’s recommendation to
the Board was that it was in the best interests of shareholders
as a whole to continue with their engagements and that the
current management fee structure remained appropriate.
(Seepage 56 for further details).
During the year, the MEC also conducted an annual detailed
service review of the main service providers to the Company
and concluded that their continued appointment remained in
the best interest of shareholders.
Nomination Committee
Simon Hogan is the Chairman. The Nomination Committee has
been established for the purpose of identifying and putting
forward candidates for the office of Director of the Company.
The Nomination Committee considers job specifications
and assesses whether candidates have the necessary skills
and time available to devote to the job. It also undertakes an
annual performance evaluation of the Board. An evaluation
requiring the Directors to complete detailed questionnaires on
the operation of the Board, its committees and the individual
contribution of Directors as well as the performance of the
Chairman was undertaken during the year. The results of the
evaluation were reviewed by the Chairman and discussed
with the Board. Based upon the conclusions of the most
recent performance evaluation, which were positive and
demonstrated that the Directors showed the necessary
commitment for the effective fulfilment of their duties, the
Committee recommended that each of the Directors be
re-elected or elected at the forthcoming AGM.
The Board succession plan is reviewed and maintained
through the Nomination Committee to promote regular
refreshment and diversity, whilst maintaining stability and
continuity of skills and knowledge on the Board.
Valuation Committee
Afkenel Schipstra is the Chairman. The Valuation Committee
has been established to meet formally on at least a quarterly
basis to formulate valuation policies for investments of the
Company, consider whether independent valuation of the
portfolio is required and approve the valuations or valuation
methodology of the Private and Listed Hydrogen Assets.
A summary of the valuation of the Company’s investment
portfolio is given on page 22.
Meeting attendance
Board
Audit and Risk
Committee
Remuneration
Committee
Management
Engagement
Committee
Nomination
Committee
Valuation
Committee
Number of meetings held
in 2024
7 4 1 1 1 4
Simon Hogan 7 4 1 1 1 4
Afkenel Schipstra 7 4 1 1 1 4
Abigail Rotheroe 7 4 1 1 1 4
David Bucknall
1
6 4 1 1 1 3
Erik Magnesen
1
 

In addition, a number of ad hoc Board and committee meetings were held to deal with administrative matters and the formal
approval of documents.
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HydrogenOne Capital Growth plc Annual Report 2024
Company Overview Strategic Report Governance Financial statements
Other information
Board diversity
Appointments are based on merit with due regard to the
benefits of diversity. The Board considers many factors,
including the balance of skills, knowledge, experience,
gender, ethnicity, cognitive and personal strengths when
reviewing its composition and appointing new Directors.
The aim of the policy is to identify those with the best range
of skills and experience to complement existing Directors
in order to provide effective oversight of the Company
and constructive support and challenge to the Investment
Adviser. Summary biographical details of the Directors,
including their relevant experience, are set out on page 46.
The Board currently comprises four Non-Executive
Directors of which two are female thereby constituting 50%
female representation and complies with the Hampton
Alexander target of 33% female membership. However,
although the Board has considered the recommendations
of the Davies and Hampton-Alexander reviews as well as
the Parker review, it does not consider it appropriate to
establish targets or quotas in these regards. The Company
has no employees.
The Board take account of the targets set out in the FCA’s
Listing Rules, that i) 40% of a board should be women,
ii) at least one senior role should be held by a woman;
and iii) at least one board member should be from a
non-white ethnic background as defined by the Office of
National Statistics criteria. The Board voluntarily discloses
the following information in relation to its diversity. As
an externally managed investment company, the Board
employs no executive staff and therefore does not have
a chief executive officer (CEO) or a chief financial officer
(CFO)- both of which are deemed senior board positions
by the FCA. However, the Board considers the Chair of the
Audit and Risk Committee to be a senior board position and
the following disclosure is made on this basis. The other
applicable senior board position as recognised by the FCA
is Chair of the Board. In addition, the Board has resolved that
the Company’s year end date be the most appropriate date
for disclosure purposes. The following information has been
provided by each Director. There have been no changes
since 31 December 2024.
Board as at 31 December 2024
Number of
Board members
Percentage
of the Board
Number of
senior positions
on the Board
Men 2 50 1
Women 2 50 1
Prefer not to say
Number of
Board members
Percentage
of the Board
Number of
senior positions
on the Board
White British
or Other White
(including minority-
white groups)
4 100 2
Prefer not to say
The Company has met the Listing Rule targets i and ii in
respect of Gender equality but has not yet met the target
on ethnic diversity. The Board recognises the benefits of
having diverse representation reflecting wider society within
the Board and is committed to ensuring that its composition
reflects ethnic diversity, and it is looking to make meaningful
progress on this front when appropriate and as part of its
succession planning. Due to the nature and size of the
Company, the Board comprises of four directors. The Board
considers this to be the principal reason why the Listing
Rule target has not been met.
Tenure policy
It is the Board’s policy that all Directors, including the
Chairman, shall normally have tenure limited to nine
years from their appointment to the Board, except that
the Board may determine otherwise if it is considered
that the continued participation on the Board of an
individual Director is in the best interests of the Company
and its shareholders. This is also subject to the Director’s
re-election annually by shareholders. The Board considers
that this policy encourages regular refreshment and is
conducive to fostering diversity.
Internal control
The Board is responsible for establishing the Company’s
system of internal controls and for monitoring their
effectiveness. The system of internal controls is designed
to manage rather than eliminate the risk of failure to
achieve business objectives. It can provide only reasonable
assurance against material misstatement or loss. The Board,
through the Audit and Risk Committee, regularly reviews
the effectiveness of the internal control systems to identify,
evaluate and manage the Company’s significant risks. If any
significant failings or weaknesses are identified the Board,
and where required the Investment Adviser, ensure that
necessary action is taken to remedy the failings. Taking
into account the principal risks and uncertainties section
on pages 41 to 43 during the year, the Board – through the
Audit and Risk Committee – established the Company’s
risk management framework and controls. This identified a
detailed number of risks facing the Company and resulted
in enhanced risk documentation and reporting to the Board
and Audit and Risk Committee. Following its review, the
Board is not aware of any significant failings or weaknesses
arising in the year under review.
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HydrogenOne Capital Growth plc Annual Report 2024
The Board believes that the existing arrangements,
including those set out below, represent an appropriate
framework to meet the internal control requirements. By
these procedures the Directors have kept under review the
effectiveness of the internal control system throughout the
year and up to the date of this report.
Financial aspects of internal control
These are detailed in the Report of the Audit and
Risk Committee.
Other aspects of internal control
The Board holds at least four regular meetings each year,
plus additional meetings as required. Between these
meetings there is regular contact with the Investment
Adviser and the Company’s Administrator and Company
Secretary.
The Administrator, Apex Listed Companies Services
(UK) Limited reports separately in writing to the Board
concerning risks and internal control matters within its remit,
including internal financial control procedures and company
secretarial matters. Additional ad hoc reports are received
as required and Directors have access at all times to the
advice and services of the Company Secretary, which is
responsible to the Board for ensuring that Board procedures
are followed and that applicable rules and regulations are
complied with.
The contact with the Investment Adviser, the AIFM and the
Administrator enable the Board to monitor the Company’s
progress towards its objectives and encompass an analysis
of the risks involved. The effectiveness of the Company’s
risk management and internal controls systems is
monitored regularly and a formal review, utilising a detailed
risk assessment programme, takes place at least annually.
This includes review of the internal controls reports of the
Administrator, the AIFM and the Registrar.
Principal risks
The Directors confirm that they have carried out a robust
assessment of the Company’s emerging and principal risks,
including those that would threaten its business model,
future performance, solvency or liquidity. The principal
risks and how they are being managed are set out in the
Strategic Report on pages 41 to 43.
Corporate Governance
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HydrogenOne Capital Growth plc Annual Report 2024
Company Overview Strategic Report Governance Financial statements
Other information
Directors’ Remuneration Policy
The remuneration policy (the “Policy”) must be put forward
for shareholder approval at its first AGM and thereafter at a
maximum interval of three years. The Policy was last approved
by shareholders at the AGM held on 24 May 2022 and will be
submitted for shareholder approval at the forthcoming Annual
General Meeting to be held on 27 June 2025. The provisions
set out in the Policy apply until they are next submitted for
shareholder approval. In the event of any proposed material
variation to the Policy, shareholder approval will be sought
for the proposed new policy prior to its implementation.
The Policy sets out the principles the Company follows in
remunerating Directors and the result of the shareholder vote
on the Policy is binding on the Company. The Remuneration
Committee will take account of any views expressed by
shareholders in formulating this policy.
All the Directors are Non-Executive Directors, and the
Company has no other employees.
Service contracts
The Directors do not have service contracts with the
Company. The Directors have appointment letters and
following initial election by shareholders, are subject to
annual re-election.
Fees
Directors’ fees are determined by the Board according to
their duties and responsibilities and by reference to the time
commitment required by each Director to carry out their
roles effectively. In setting fees, the Board also has regard
to the need to recruit and retain Directors with appropriate
knowledge and experience, the fees paid to Directors of
the Company’s peers and industry practice. Directors’ fees
are also subject to the aggregate annual limit set out in
the Company’s Articles of Association (the “Articles”), which
is £300,000. The aggregate limit of Directors’ fees in the
Articles can only be amended by an ordinary resolution put
to shareholders at a general meeting.
Directors are not eligible for bonuses, pension benefits,
share benefits, share options, long-term incentive schemes
or other benefits.
Directors’ fees are paid at fixed annual rates and do not
have any variable elements. Directors are also entitled to
be reimbursed for all reasonable out-of-pocket expenses
incurred in performance of their duties. These expenses are
unlikely to be of a significant amount.
Fees are payable from the date of appointment as a Director
of the Company and cease on the date of termination of
appointment. Any new Directors will be paid at the same
rate as existing Directors. Directors are not entitled to
compensation for loss of office, and there is no notice
period upon early termination of appointment.
No incentive fees will be paid to any person to encourage
them to become a Director of the Company. The Company
may, however, pay fees to external agencies to assist
the Board in the search and selection of Directors or in
reviewing remuneration. Where a consultant is appointed,
the consultant shall be identified in the Annual Report
alongside a statement about any other connection it has
with the Company or individual Directors. No consultants
were appointed during the year. Independent judgement
will be exercised when evaluating the advice of external
third parties.
Statement of consideration of conditions
elsewhere in the Company
As stated above, the Company has no employees.
Therefore, the process of consulting with employees on the
setting of the Remuneration Policy is not applicable.
Review of the Policy
This Policy will be reviewed on an annual basis by the
Remuneration Committee and any changes approved
by the Board. As part of the review, the Remuneration
Committee will consider whether the Policy supports
the long-term success of the Company and takes into
consideration all relevant regulatory requirements.
Any material change to the Policy must be approved by
shareholders.
Effective date
The Policy is effective from the date of approval by
shareholders.
Current and future policy
Component Director Purpose of reward Operation
Annual fee Chair of the Board For services as Chairman of a plc Determined by the Board
Annual fee Other Directors For services as Non-Executive
Directors of a plc
Determined by the Board
Additional fee Chair of the Audit
and Risk Committee
For additional responsibility and time
commitment
Determined by the Board
Expenses All Directors Reimbursement of expenses incurred
in the performance of duties
Submission of appropriate
supporting documentation
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HydrogenOne Capital Growth plc Annual Report 2024
Directors’ Remuneration
Implementation Report
This Directors’ Remuneration Implementation Report (“the Report”) has been prepared in accordance with Schedule 8 of
the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulation 2013. An ordinary
resolution for the approval of this Report will be put forward at the forthcoming AGM.
The Report is put forward for approval by shareholders on an annual basis. The result of the shareholder resolution on the
Report is non-binding on the Company, although it gives shareholders an opportunity to express their views, which will be
taken into account by the Board and the Remuneration Committee.
The law requires the Company’s auditor to audit certain of the disclosures provided. Where disclosures are audited, they are
indicated as such. The auditor’s opinion is shown on pages 62 to 68.
Remuneration Committee
The Company currently has four (2023: four) Non-Executive Directors.
In accordance with clause 5 of the Relationship and Co-Investment Agreement, INEOS Energy is entitled to nominate one
Non-Executive Director for appointment to the Board. Erik Magnesen has been nominated for this purpose, and as set out in
his appointment letter, is not remunerated for his role as a Non-Executive Director.
During the year, the annual fee payable to the Chair of the Board was £68,250, the Chair of the Audit and Risk and
Valuation Committees, £57,750 and Chair of the Management Engagement and Remuneration Committees, £47,250.
TheRemuneration Committee reviewed the level of Directors’ fees and recommended to the Board that no change should
be made to the rate of fees paid to Directors.
The Remuneration Committee believes that the level of fees appropriately reflects prevailing market rates for an investment
trust of the Company’s complexity and size, the increasing complexity of regulation and resultant time spent by the Directors
on matters and will also enable the Company to attract appropriately experienced additional Directors in the future.
The annual fees of the Directors from 1 January 2024 are as follows:
Name Role Fee
Simon Hogan Chair £68,250
Afkenel Schipstra Chair of the Audit and Risk and Valuation Committees £57,750
Abigail Rotheroe Chair of the Remuneration and Management Engagement Committee £47,250
David Bucknall Non-Executive Director
Erik Magnesen Non-Executive Director
The Remuneration Committee comprises the whole Board with the exception of Mr Magnesen and Mr Bucknall throughout the year.
Further detail on the duties of the Remuneration Committee can be found in the Corporate Governance statement on page 52.
The maximum level of fees payable, in aggregate, to the Directors of the Company is £300,000 per annum as set out in the
Company’s Articles of Association.
Directors’ appointment letters and shareholding rights
The Directors have appointment letters which do not provide for any specific term. The Directors are not entitled to
compensation on loss of office. There are no restrictions on transfers of the Company’s Ordinary Shares held by the Directors,
or any special rights attached to such shares.
Performance
The chart below shows the performance of the Company’s share price by comparison to the Solactive Hydrogen Economy
Index on a total return basis. The Company does not have a specific benchmark but has deemed the Solactive Hydrogen
Economy Index to be the most appropriate as at least 60% of the companies included in the index generate 100% of their
revenue from clean Hydrogen.
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HydrogenOne Capital Growth plc Annual Report 2024
Company Overview Strategic Report Governance Financial statements
Other information
Total return performance
HGEN Share Price vs NAV from date of listing to 31 December 2024
0
Jun-21 Sep-21 Dec-21 Mar-22 Jun-22 Aug-22 Nov-22 Feb-23 May-23 Aug-23 Oct-23 Jan-24
20
40
60
80
100
120
140
Apr-24 Jul-24 Sep-24 Dec-24
HydrogenOne NAV/share vs listed hydrogen shares (SOLGHYD)
HGEN Share Price
SOLGHYD share price (index of listed hydrogen shares)
HGEN NAV/share
Directors’ emoluments for the year (Audited)
The Directors who served during the year received the following remuneration for qualifying services, commencing from the
date of their appointment. The comparative period is for the year to the 31 December 2023.
2024 2023
Fees
£
Taxable
benefits
£
Total
£
Fees
£
Taxable
benefits
£
Total
£
Simon Hogan 68,250 68,250 68,250 68,250
David Bucknall
1
Abigail Rotheroe
2
47,250 47,250 47,250 47,250
Afkenel Schipstra
3
57,750 8,221 65,971 57,750 4,856 62,606
Erik Magnesen
4
Total 173,250 8,221 181,471 173,250 4,856 178,106
 
 
 
 
There are no other taxable benefits payable by the Company other than certain expenses which may be deemed to be
taxable such as travel expenses. None of the above fees were paid to third parties.
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HydrogenOne Capital Growth plc Annual Report 2024
Annual percentage change in Directors’ remuneration
(unaudited)
The following table sets out the annual percentage
change in Directors’ fees for the last four years. Directors
fees were unchanged in the period from inception to
31 December 2021.
% change from
2023 to 2024
% change from
2022 to 2023
% change from
2021 to 2022
Simon Hogan 5.0 72.8
David Bucknall
1
Abigail Rotheroe
2
5.0
Afkenel Schipstra
3
10.5 89.2
 

 

 

The resolution to approve the Remuneration Report
contained in the Annual Report for the year ended
31December 2023 was put forward at the AGM held on
21 May 2024. The resolution was passed with 99.22% of
the shares voted (representing 56,290,981 ordinary shares)
being in favour of the resolution, 0.76% against (representing
433,107 ordinary shares) and 148,028 votes withheld.
The Directors’ Remuneration Policy was last put forward at
the AGM held on 24 May 2022. The resolution was passed
with 99.57% of the shares voted (representing 51,494,420
ordinary shares) being in favour, against 0.43% (representing
221,876 ordinary shares) and votes withheld 151,656.
Relative importance of spend on pay
The following table sets out the total level of Directors
remuneration compared to the distributions to shareholders
by way of dividends and share buyback.
2024
£’000
2023
£’000
Spend on Directors’ fees 181 173
Distribution paid to shareholders
The disclosure of the information in the table above is
required under The Large and Medium-sized Companies
and Groups (Accounts and Reports) (Amendment)
Regulations 2013 with the exception of management fees
and other expenses which have been included to show the
total operating expenses of the Company.
Directors’ holdings (Audited)
At 31 December 2024 and at the date of this report the
Directors had the following holdings in the Company. All
holdings were beneficially owned.
Ordinary Shares at
31 Dec 2024
Ordinary Shares at
29 April 2025
Simon Hogan 40,000 40,000
David Bucknall
Erik Magnesen
Abigail Rotheroe 10,000 10,000
Afkenel Schipstra 10,100 10,100
There have been no purchases of shares by any of the other
Directors since the year end.
Statement
On behalf of the Board and in accordance with Part 2 of
Schedule 8 of the Large and Medium-sized Companies and
Groups (Accounts and Reports) (Amendment) Regulations
2013, I confirm that the above Remuneration Report and
Remuneration Policy summarises, as applicable, for the year
to 31 December 2024:
1. the major decisions on Directors’ remuneration;
2. any substantial changes relating to Directors’
remuneration made during the year; and
3. the context in which the changes occurred, and decisions
have been taken.
Abigail Rotheroe
Chair of the Remuneration Committee
29 April 2025
Directors’ Remuneration
Implementation Report
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59
HydrogenOne Capital Growth plc Annual Report 2024
Company Overview Strategic Report Governance Financial statements
Other information
Report of the Audit and Risk Committee
As Chairman of the Audit and Risk Committee (the “Committee”), I am pleased to present
the Committee’s report to shareholders for the year ended 31 December 2024.
The Audit and Risk Committee
Composition
Afkenel Schipstra is the Chairman of the Audit and Risk
Committee. In accordance with the UK Code, the Chairman
of the Board should not be a member. However, the AIC
Code permits the Chairman of the Board to be a member
of but not chair the Committee if they were independent
on appointment – which the Chairman was and continues
to be. In view of the size of the Board, the Directors feel it
is appropriate for him to continue as a member, so that the
Committee can continue to benefit from his experience and
knowledge.
The members of the Committee consider that they have the
requisite skills and experience to fulfil the responsibilities of
the Committee. The Committee considers that at least one
of its members has recent and relevant financial experience
and competence relevant to the sector in which the
Company operates.
Role and responsibilities
The main role and responsibilities of the Committee are
set out in the Committee’s terms of reference. The terms
are updated annually and are available on the Company’s
website or on request from the Company Secretary.
The Committee meets formally at least twice a year for the
purpose, amongst other things, of advising the Board on
the appointment, effectiveness, independence, objectivity
and remuneration of the external auditor. The Committee
monitors the integrity of the Financial Statements of the
Company and any formal announcements relating to the
Company’s financial performance, reviewing significant
financial reporting judgements contained in them. The
Committee also reviews the Company’s risk management,
internal financial controls and internal control systems
and reviews the Investment Adviser’s whistleblowing
arrangements. The provision of non-audit services by
the auditor are reviewed against the Committee’s policy
described overleaf.
Meetings
There were four Committee meetings during the year ended
31 December 2024. In addition, the Committee met the
auditor, without any other party present, for a private discussion
and the Chairman of the Committee met with the auditor prior
to the Audit Committee meeting held in April 2025.
Financial statements and significant accounting
matters
The Committee reviewed the Financial Statements and
considered the following significant accounting matters in
relation to the Company’s Financial Statements for the year
ended 31 December 2024.
Valuation of Private Hydrogen Assets investments
The Company’s investment through the Limited Partnership
as at 31 December 2024 was £113,489,979 representing
a substantial portion of the Company’s net assets and as
such is the biggest factor in relation to the accuracy of
the Financial Statements. The valuation of the Company’s
Private Hydrogen Assets held through the Limited
Partnership is the most material matter in the production of
the Financial Statements.
The Board has appointed a Valuation Committee which sets
out the valuation policies and process. The Committee met
four times during the year to review the valuations at each
quarter end date. The process includes considering and
approving valuations or valuation methodology made by
the Investment Adviser and provided to the AIFM, using fair
market valuations of the Listed and Private Hydrogen Assets
on a quarterly basis as at 31 March, 30 June, 30 September
and 31 December each year. The valuation principles used
to calculate the fair value of the Private Hydrogen Assets are
based on IPEV Guidelines.
For Private Hydrogen Assets, as the Company typically
invests in early stage, pre or early revenue investments,
a number of valuation methodologies in line with IPEV
Guidelines have been considered and employed to value the
investments including Discounted Cash Flow and Price of
Recent Investment. The Valuation Committee reviewed and
approved the appropriateness of the valuation methodology
employed and the assumptions and made in the calculation
of the fair value of each of the Private Hydrogen Assets.
Details of the valuation methodology and assumptions used
for each of the Private Hydrogen Assets as at 31 December
2024 are given in note 3 to the Financial Statements.
The Audit and Risk Committee reviewed, along with the
Valuation Committee, the procedures in place for ensuring
the appropriate valuation of investments and approved the
valuation of the Company’s Private Hydrogen Assets at the
year end with the Investment Adviser and AIFM.
Going concern
Preparation of the Financial Statements on a going concern
basis and the company viability is the other material matter
in the production of the Financial Statements. The Audit
and Risk Committee consider the financial situation of
the Company at each Committee meeting and review all
actions being taken to address the current situation. The
Committee reviews the going concern assessment for the
Company and long-term viability of it.
The Committee has considered the financial situation of
the Company and agree with the plans being undertaken
by the Board and Investment Adviser to improve the cash
position and outlook of the Company. The Committee also
notes the material uncertainties that may cast significant
doubt on the Company’s ability to continue as a going
concern.
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HydrogenOne Capital Growth plc Annual Report 2024
Emerging risks
The Committee considered the risks and economic impacts
including higher inflation and interest rates arising from the
Russian invasion of Ukraine and war in the Middle East, on
the Company’s ability to continue in operation and impact
on the Company’s portfolio and concluded that these
had been properly reflected in the portfolio companies
valuations and the Company’s Financial Statements.
As part of the annual report review, the Committee:
obtained assurances from the Investment Adviser and
the Administrator that the Financial Statements had been
prepared appropriately;
reviewed the consistency of, and any changes to,
accounting policies;
reviewed the tax compliance of the Company during
the year with the eligibility conditions and ongoing
requirements in order for investment trust status to be
maintained;
reviewed the Company’s financial resources and
concluded that it is appropriate for the Company’s
Financial Statements to be prepared on a going concern
basis with material uncertainty as described in the
Directors’ Report on page50;
considered the risk to the Company from economic
conditions such as higher interest rates and inflationary
pressures and market volatility arising from the ongoing
wars in Ukraine and the Middle East. The Board and
the Investment Adviser have reviewed the investment
portfolio and identified limited direct impact on the
portfolio but continue to monitor any impact to the
Company, the Group, its investee companies and overall
valuations; and
concluded that the Annual Report for the year ended
31December 2024, taken as a whole, is fair, balanced and
understandable and provides the information necessary
for shareholders to assess the Company’s position
and performance, business model and strategy. The
Committee reached this conclusion through a process
of review of the document and enquiries to the various
parties involved in the production of the Annual Report.
The Committee reported the results of this work, including
its assessment that the Annual Report is fair, balanced and
understandable, to the Board.
External auditor
This year’s audit was the fourth conducted by KPMG
Channel Islands Limited (“KPMG”) and by David Alexander as
audit Director, since KPMG was selected as the Company’s
auditor at the Company’s launch and formal appointment
on 15 June 2021. The appointment of the auditor is reviewed
annually by the Audit and Risk Committee and the Board
and is subject to approval by Shareholders. In accordance
with the FRC guidance, the audit will be put out to tender
within ten years of the initial appointment of KPMG.
Additionally, the audit Director must be rotated every five
years and is next eligible for rotation in 2026.
Effectiveness of audit
The Committee reviewed the audit planning and the
standing, skills and experience of the firm and the audit
team. The Committee also considered the independence
of KPMG and the objectivity of the audit process. KPMG
has confirmed that it is independent of the Company
and has complied with relevant auditing standards. No
modifications were required to the external audit approach.
The Audit Plan was presented to the Audit and Risk
Committee at its November 2024 Committee meeting,
ahead of the commencement of the Company’s year end
audit. TheAudit Plan set out the audit process, materiality
scope and significant risks. A presentation of the results of
the audit following completion of the main audit testing
was provided at the April 2025 meeting. Additionally,
the Committee received feedback from the Investment
Adviser and Administrator regarding the effectiveness of the
external audit process.
The Committee is satisfied that KPMG has provided
effective independent challenge in carrying out its
responsibilities. After due consideration, the Committee
recommended the reappointment of KPMG and a resolution
will be put forward to the Company’s shareholders at the
2025 AGM.
Provision of non-audit services
The Committee has put in place a policy on the supply of
any non-audit services provided by the external auditor.
Non-audit services are considered on a case-by-case
basis and may only be provided to the Company if such
services meet the requirements of the FRC’s Revised Ethical
Standard 2024, including: at a reasonable and competitive
cost; do not constitute a conflict of interest for the auditor;
and all non-audit services must be approved in advance.
Nonon-audit services were provided to the Company
during the year to 31 December 2024.
Internal audit
The Audit and Risk Committee has considered the need
for an internal audit function and considers that this is not
appropriate given the nature and circumstances of the
Company as an externally managed investment company
with external service providers. The Audit and Risk
Committee keeps the need for an internal audit function
under periodic review.
Afkenel Schipstra
Audit and Risk Committee Chairman
29 April 2025
Report of the Audit and Risk Committee
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61
HydrogenOne Capital Growth plc Annual Report 2024
Company Overview Strategic Report Governance Financial statements
Other information
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
62
HydrogenOne Capital Growth plc Annual Report 2024
FUTURE FUEL. NOW
Independent auditor’s report
to the members of HydrogenOne Capital Growth plc
Our opinion is unmodified
We have audited the parent and consolidated financial statements of HydrogenOne Capital Growth plc (the “Company”)
and its subsidiaries (together, the “Group”), which comprise the parent and consolidated statement of financial position as at
31December 2024, parent and consolidated statements of comprehensive income, changes in equity and cash flows for the
year then ended, and notes, comprising material accounting policies and other explanatory information.
In our opinion, the accompanying parent and consolidated financial statements:
give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2024 and of the
Group’s and the Company’s loss for the year then ended;
are properly prepared in accordance with UK-adopted international accounting standards; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate
basis for our opinion. Our audit opinion is consistent with our report to the audit committee.
We were first appointed as auditor by the Directors on 15 June 2021. The period of total uninterrupted engagement is
for the four financial years ended 31 December 2024. We have fulfilled our ethical responsibilities under, and we remain
independent of the Company and Group in accordance with, UK ethical requirements including the FRC Ethical Standard as
applied to public interest entities. No non-audit services prohibited by that standard were provided.
Material uncertainty relating to going concern
Key audit matter The risk Our response
Going concern
Refer to the Report of the of
the Audit and Risk Committee
(page 59).
We draw attention to note2 to
the parent and consolidated
financial statements which
indicates that the Group’s
and Company’s cashflow
forecast demonstrates that
the Group and Company
must implement cost savings,
achieve secondary sales of
Private Hydrogen Assets and/
or obtain further financing
in order to provide sufficient
cash to fund the Group’s
and Company’s operating
activities over the going
concern period. These events
and conditions, along with
the other matters explained in
note 2, constitute a material
uncertainty that may cast
significant doubt on the
Group’s and Company’s
ability to continue as a going
concern.
Our opinion is not modified in
this respect.
Disclosure quality:
The parent and consolidated financial statements
explain how the Directors have formed a
judgement that it is appropriate to adopt the
going concern basis of preparation for the Group
and Company.
That judgement is based on an evaluation of
the inherent risks to the Group’s and Company’s
business model and how those risks might affect
the Group’s and Company’s financial resources
or ability to continue operations over a period of
at least a year from the date of approval of the
parent and consolidated financial statements.
There is little judgement involved in the Directors’
conclusion that risks and circumstances
described in note 2 to the parent and
consolidated financial statements represent a
material uncertainty over the ability of the Group
and Company to continue as a going concern
for a period of at least a year from the date of
approval of the parent and consolidated financial
statements.
However, clear and full disclosure of the facts
and the Directors’ rationale for the use of the
going concern basis of preparation, including
that there is a related material uncertainty, is a
key financial statement disclosure and so was the
focus of our audit in this area. Auditing standards
require that to be reported as a key audit matter.
Our audit procedures included:
Assessing transparency:
we considered whether the going
concern disclosure in note 2 to the parent
and consolidated financial statements
gives a full and accurate description
of the Directors’ assessment of going
concern, including the identified risks,
dependencies, and related sensitivities.
Our assessment of management’s going
concern assessment also included:
we challenged the accuracy of cashflow
forecasts by assessing the Group’s and
Company’s track record of forecast versus
actual cashflows;
we assessed the cashflow forecast to
identify the critical factors in determining
whether there is a risk of failure and
used our knowledge of these inter-
dependencies in an assessment of the
severe but plausible downside;
we considered sensitivities over the level
of available financial resources indicated
by the Group’s and Company’s financial
forecasts taking account of plausible (but
not unrealistic) adverse effects that could
arise from these risks individually and
collectively;
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Other information
Key audit matter The risk Our response
we critically assessed key assumptions
in the base case and downside scenarios
relevant to liquidity by comparing them
to evidence of cost savings achieved,
recent secondary transactions, and our
knowledge of the Group and Company
and the sector in which they operate; and
we evaluated the achievability of the
actions the Directors consider they would
take to improve the liquidity position
should the risks materialise, which include
implementing cost savings, achieving
secondary sales of Private Hydrogen
Assets, and/ or obtaining further financing,
taking into account the extent to which
the directors can control the timing and
outcome of these actions.
Our results
We found the going concern disclosure in note 2
with a material uncertainty to be acceptable.
Other key audit matters: our assessment of the risks of material misstatement
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the parent
and consolidated financial statements and include the most significant assessed risks of material misstatement (whether or
not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation
of resources in the audit; and directing the efforts of the engagement team. Going concern is a significant key audit matter
and is described in the ‘Material uncertainty relating to going concern’ section of our report. We summarise below the other
key audit matters (unchanged from 2023), in arriving at our audit opinion above, together with our key audit procedures to
address those matters and, as required for public interest entities, our results from those procedures. These matters were
addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit
of the parent and consolidated financial statements as a whole, and in forming our opinion thereon, and consequently are
incidental to that opinion, and we do not provide a separate opinion on these matters.
Key audit matter The risk Our response
Valuation of Private
Hydrogen Assets held
through HydrogenOne
Capital Growth
Investments (1) LP (the
“Limited Partnership”)
£113,490,000; (2023
£126,206,000)
Refer to the Report of the of
the Audit and Risk Committee
(page 59), note 3 (significant
accounting policies), note 4
(investments held at fair value
through profit or loss) and
note 15 (financial instruments
and capital disclosures).
Basis:
The Group and Company’s investment in the
Limited Partnership is carried at fair value
through profit or loss and represents a significant
proportion of the Group and Company’s net
assets. The fair value of the Limited Partnership
has been determined as its net asset value,
the most significant component of which is
its underlying portfolio of non-controlling
positions in unquoted hydrogen assets valued
at £113,490,000 (2023: £126,206,000) (“Private
Hydrogen Assets”).
As Private Hydrogen Assets are unquoted and
illiquid, their fair values are determined through
the application of valuation techniques. The
application of valuation techniques requires
the exercise of judgements in relation to the
selection of the valuation technique employed
and the assumptions and data used in their
application.
Our audit procedures included:
Control evaluation
We assessed the design and implementation
of the Valuation Committee’s review control in
relation to the valuation of Private Hydrogen
Assets.
Challenging management’s valuation
approach
For each of the Private Hydrogen Assets, with the
support of our KPMG valuation specialist, we:
held discussions with the Investment Adviser
to understand the valuation approach; and
assessed and challenged the appropriateness
of the valuation approach and methodology
applied for compliance with IPEV.
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Key audit matter The risk Our response
For the year ended 31 December 2024,
Private Hydrogen Assets are valued, in
accordance with the International Private
Equity and Venture Capital Valuation 2022
(“IPEV”) Guidelines using the approach
laid out in the “Valuation of the Limited
Partnership” policy on pages 78 to 79,
utilising either a discounted cash flow (“DCF”)
technique; or net assets basis, (each a
“Valuation Model”).
Risk:
The valuation of Private Hydrogen Assets
is a significant risk area of our audit given
that they represent a substantial portion of
the Group and Company’s net assets, and
the selection and application of valuation
techniques requires the exercise of
judgements.
The judgements inherent in the valuation
approach may also expose the valuation of
Private Hydrogen Assets to management
bias.
Therefore, there is a risk of material
misstatement through error as well as
a potential for fraud through possible
management bias.
We determined that the valuation of Private
Hydrogen Assets have a high degree of
estimation uncertainty giving rise to a
potential range of reasonable outcomes
greater than our materiality for the financial
statements as a whole. The financial
statements disclose in note 4 the sensitivities
estimated by the Group and Company.
Valuation Model integrity, inputs and
assumptions:
For each of the Private Hydrogen Assets we:
tested the Valuation Model for
mathematical accuracy including but not
limited to material formula errors;
corroborated material inputs used in
the Valuation Model to supporting
documentation;
assessed and challenged the
reasonableness of the assumptions
applied in the Valuation Model;
with the support of our KPMG valuation
specialist, for those valued utilising a DCF
technique, benchmarked the discount rate
and key macro-economic assumptions
applied in the Valuation Model to
observable market data and our KPMG
valuation specialist’s experience in valuing
similar investments; and
where relevant, considered market
transactions in close proximity to the year-
end and assessed their appropriateness as
being representative of fair value.
Assessing disclosures:
We considered the appropriateness of the
Group and Company’s investment valuation
policies and the adequacy of the Group and
Company’s disclosures in relation to the use
of estimates and judgements in arriving at fair
value.
We assessed whether the disclosures
around the sensitivities to changes in key
assumptions reflect the risks inherent in the
valuation of the Private Hydrogen Assets.
Our results
As a result of our procedures, we found the
valuation of Private Hydrogen Assets and
related disclosures to be acceptable.
Our application of materiality and an overview of the scope of our audit
Materiality for the parent and consolidated financial statements as a whole was set at £2,330,000, determined with reference
to a benchmark of net assets of £116,439,000, of which it represents approximately 2.0% (2023: 2.0%).
In line with our audit methodology, our procedures on individual account balances and disclosures were performed to
a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial
misstatements in individual account balances add up to a material amount across the parent and consolidated financial
statements as a whole. Performance materiality for the Group and the Company was set at 75% (2023: 75%) of materiality for
the parent and consolidated financial statements as a whole, which equates to £1,745,000. We applied this percentage in our
determination of performance materiality because we did not identify any factors indicating an elevated level of risk.
We reported to the Audit and Risk Committee any corrected or uncorrected identified misstatements exceeding £116,500, in
addition to other identified misstatements that warranted reporting on qualitative grounds.
Independent auditor’s report
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Other information
Our audit of the Group and Company was undertaken to the materiality level specified above, which has informed our
identification of significant risks of material misstatement and the associated audit procedures performed in those areas as
detailed above.
Going concern basis of preparation
The directors have prepared the parent and consolidated financial statements on the going concern basis as they do not
intend to liquidate the Group or the Company or to cease their operations, and as they have concluded that the Group and
the Company’s financial position means that this is realistic. They have also concluded that there are material uncertainties
that could have cast significant doubt over their ability to continue as a going concern for at least a year from the date of
approval of the parent and consolidated financial statements (the “going concern period”).
An explanation of how we evaluated management’s assessment of going concern is set out in the “Material uncertainty
relating to going concern” section of our report.
Our conclusions based on this work:
we consider that the directors’ use of the going concern basis of accounting in the preparation of the parent and
consolidated financial statements is appropriate; and
we have nothing material to add or draw attention to in relation to the directors’ statement in note 2 to the parent and
consolidated financial statements on the use of the going concern basis of accounting, and their identification therein of
a material uncertainty that may cast significant doubt over the Group and the Company’s use of that basis for the going
concern period, and that statement is materially consistent with the parent and consolidated financial statements and our
audit knowledge.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are
inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee
that the Group and the Company will continue in operation.
Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an
incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:
enquiring of management as to the Group’s policies and procedures to prevent and detect fraud as well as enquiring
whether management have knowledge of any actual, suspected or alleged fraud;
reading minutes of meetings of those charged with governance; and
using analytical procedures to identify any unusual or unexpected relationships.
As required by auditing standards, and taking into account possible incentives or pressures to misstate performance and
our overall knowledge of the control environment, we perform procedures to address the risk of management override of
controls, in particular the risk that management may be in a position to make inappropriate accounting entries, and the risk
of bias in accounting estimates such as valuation of Private Hydrogen Assets. On this audit we do not believe there is a fraud
risk related to revenue recognition because the Group and Company’s revenue streams are simple in nature with respect to
accounting policy choice, and are easily verifiable to external data sources or agreements with little or no requirement for
estimation from management. We did not identify any additional fraud risks.
We performed procedures including:
identifying journal entries and other adjustments to test based on risk criteria and comparing any identified entries to
supporting documentation;
incorporating an element of unpredictability in our audit procedures; and
assessing significant accounting estimates for bias.
Further detail in respect of valuation of Private Hydrogen Assets is set out in the key audit matter section of this report.
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Independent auditor’s report
Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the parent and
consolidated financial statements from our sector experience and through discussion with management (as required by
auditing standards), and from inspection of the Group’s regulatory and legal correspondence, if any, and discussed with
management the policies and procedures regarding compliance with laws and regulations. As the Group is regulated, our
assessment of risks involved gaining an understanding of the control environment including the entity’s procedures for
complying with regulatory requirements.
The Group is subject to laws and regulations that directly affect the parent and consolidated financial statements including
financial reporting legislation and taxation legislation and we assessed the extent of compliance with these laws and
regulations as part of our procedures on the related financial statement items.
The Group is subject to other laws and regulations where the consequences of non-compliance could have a material
effect on amounts or disclosures in the parent and consolidated financial statements, for instance through the imposition of
fines or litigation or impacts on the Group and the Company’s ability to operate. We identified financial services regulation
as being the area most likely to have such an effect, recognising the regulated nature of the Group’s activities and its legal
form. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to
enquiry of management and inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational
regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material
misstatements in the parent and consolidated financial statements, even though we have properly planned and performed
our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and
regulations is from the events and transactions reflected in the parent and consolidated financial statements, the less likely
the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remains a higher risk of non-detection of fraud, as this may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect
material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect
non-compliance with all laws and regulations.
Other information
The directors are responsible for the other information, which comprises the strategic report, the directors’ report and the
other information included in the annual report, but does not include the parent and consolidated financial statements
and our auditor’s report thereon. Our opinion on the parent and consolidated financial statements does not cover the other
information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our parent and consolidated
financial statements audit work, the information therein is materially misstated or inconsistent with the parent and
consolidated financial statements or our audit knowledge. Based solely on that work:
we have not identified material misstatements in the other information;
in our opinion the information given in the strategic report and the directors’ report for the financial year is consistent with
the parent and consolidated financial statements; and
in our opinion those reports have been prepared in accordance with the Companies Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Implementation Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
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Other information
Disclosures of emerging and principal risks and longer term viability
We are required to perform procedures to identify whether there is a material inconsistency between the directors’
disclosures in respect of emerging and principal risks and the viability statement, and the parent and consolidated financial
statements and our audit knowledge. Other than the material uncertainty related to going concern referred to above, we
have nothing further material to add or draw attention to in relation to:
the directors’ confirmation within the viability statement (pages 43 to 44) that they have carried out a robust assessment
of the emerging and principal risks facing the Group, including those that would threaten its business model, future
performance, solvency or liquidity;
the emerging and principal risks disclosures describing these risks and explaining how they are being managed or
mitigated;
the directors’ explanation in the viability statement (pages 43 to 44) as to how they have assessed the prospects of the
Group, over what period they have done so and why they consider that period to be appropriate, and their statement as
to whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities
as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary
qualifications or assumptions.
We are also required to review the viability statement, set out on pages 43 to 44 under the Listing Rules. Based on the above
procedures, we have concluded that the above disclosures are materially consistent with the parent and consolidated
financial statements and our audit knowledge.
Our work is limited to assessing these matters in the context of only the knowledge acquired during our parent and
consolidated financial statements audit. As we cannot predict all future events or conditions and as subsequent events may
result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the absence of
anything to report on these statements is not a guarantee as to the Group’s and Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material inconsistency between the directors’ corporate
governance disclosures and the parent and consolidated financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the following is materially consistent with the parent and
consolidated financial statements and our audit knowledge:
the directors’ statement that they consider that the annual report and parent and consolidated financial statements taken
as a whole is fair, balanced and understandable, and provides the information necessary for shareholders to assess the
Group and Company’s position and performance, business model and strategy;
the section of the annual report describing the work of the Audit and Risk Committee, including the significant issues that
the Audit and Risk Committee considered in relation to the financial statements, and how these issues were addressed;
and
the section of the annual report that describes the review of the effectiveness of the Group and Company’s risk
management and internal control systems.
We are required to review the part of Corporate Governance Statement relating to the Group and Company’s compliance
with the provisions of the UK Corporate Governance Code specified by the Listing Rules for our review. We have nothing to
report in this respect.
We have nothing to report on other matters on which we are required to report by exception
Under the Companies Act 2006, we are required to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches
not visited by us; or
the parent company financial statements and the part of the Directors’ Remuneration Report to be audited are not in
agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
We have nothing to report in these respects.
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Independent auditor’s report
Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 61, the directors are responsible for: the preparation of the parent
and consolidated financial statements including being satisfied that they give a true and fair view; such internal control as
they determine is necessary to enable the preparation of parent and consolidated financial statements that are free from
material misstatement, whether due to fraud or error; assessing the Group and Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless
they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the parent and consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report.
Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of the parent and consolidated financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The purpose of this report and restrictions on its use by persons other than the Company’s members
as a body
This report is made solely to the Company’s members, as a body, in accordance with chapter 3 of part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company and its members, as a body, for our audit work, for this
report, or for the opinions we have formed.
David Alexander (Senior Statutory Auditor)
For and on behalf of KPMG Channel Islands Limited (Statutory Auditor)
Chartered Accountants
Guernsey
29 April 2025
Financial
statements
70 Parent and consolidated statement of comprehensive income
71 Parent and consolidated statement of financial position
72 Parent and consolidated statement of changes in equity
73 Parent and consolidated statement of cash flows
74 Notes to the parent and consolidated financial statements
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HydrogenOne Capital Growth plc Annual Report 2024
Parent and consolidated
statement of comprehensive income
For the year ended 31 December 2024
Year ended 31 December 2024 Year ended 31 December 2023
RevenueCapitalTotalRevenueCapitalTotal
Notes£’000£’000£’000£’000£’000£’000
(Losses)/gains on investments
4
(14,873)
(14,873)
9,150
9,150
Losses on currency
movements
(225)
(225)
(5)
(5)
Gross investment (losses)/
gains
(15, 098)
(15,098)
9,1 45
9,145
Income
5
128
128
212
212
Total (losses)/gains
128
(15, 098)
(14,9 70)
212
9,145
9,357
Investment Adviser fee
6
(34)
(34)
(144)
(144)
Other expenses
7
(1,22 4)
(3)
(1,227)
(1,396)
(500)
(1,896)
(Loss)/profit before finance
costs and taxation
(1,130)
(15,101)
(16,231)
(1,328)
8,645
7 ,317
Finance costs
Operating (loss)/profit before
taxation
(1,130)
(15,101)
(16,231)
(1,328)
8,645
7 ,317
Taxation
8
(Loss)/profit for the year
(1,130)
(15,101)
(16,231)
(1,328)
8,645
7 ,317
(Loss)/return per Ordinary
Share (basic and diluted)
12
(0.88)p
(11.72)p
(12.60)p
(1.03)p
6.71p
5.68p
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 on pages 74 to 98 form an
integral part of these Financial Statements.
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Company Overview Strategic Report Governance Financial statements
Other information
Parent and consolidated
statement of financial position
As at 31 December 2024
Notes
31 December
2024
31 December
2023
£’000£’000
Assets
Non-current assets
Investments held at fair value through profit or loss
4
113,729
128,183
Current assets
Cash and cash equivalents
2,833
4,626
Trade and other receivables
9
49
51
Total current assets
2,882
4,677
Total assets
116,611
132,860
Current liabilities
Trade and other payables
10
(172)
(190)
Total liabilities
(172)
(190)
Net assets
116,439
132,670
Equity
Share capital
11
1,288
1,288
Share premium account
124,928
124,928
Capital reserve
(5,109)
9,992
Revenue reserve
(4,668)
(3,538)
Total equity
116,439
132,670
Net asset value per Ordinary Share
13
90.39p
102.99p
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 on pages 74 to 98 form an integral part of these Financial Statements.
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HydrogenOne Capital Growth plc Annual Report 2024
Parent and consolidated
statement of changes in equity
For the year ended 31 December 2024
Share
SharepremiumCapitalRevenue
CapitalaccountreservereserveTotal
Notes£’000£’000£’000£’000£’000
Opening balance as at 1 January 2024
1,288
12 4,928
9,992
(3,538)
132,670
Loss for the year
(15,101)
(1,130)
(16,231)
Closing balance as at 31 December 2024
1,288
12 4,928
(5,109)
(4,668)
116,439
For the year ended 31 December 2023Share
SharepremiumCapitalRevenue
CapitalaccountreservereserveTotal
Notes£’000£’000£’000£’000£’000
Opening balance as at 1 January 2023
1,288
12 4,928
1,347
(2,210)
125,353
Profit/(loss) for the year
8,645
(1,328)
7 ,317
Closing balance as at 31 December 2023
1,288
124,928
9,992
(3,538)
132,670
The notes on pages 74 to 98 form an integral part of these Financial Statements.
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Other information
HydrogenOne Capital Growth plc Annual Report 2024
Notes
Year endedYear ended
31 December 31 December
20242023
£’000£’000
Cash flows from operating activities
Interest income
127
211
Dividend income
1
1
Management expenses
(1,261)
(2,040)
Foreign exchange (losses)/gains
(225)
(5)
Decrease in trade and other receivables
2
590
(Decrease)/increase in trade and other payables
(18)
37
Net cash flow used in operating activities
(1,37 4)
(1,206)
Cash flows from investing activities
Purchase of investments
(4,959)
(12,472)
Sale of investments
4,540
112
Net cash flow used in investing activities
(419)
(12,360)
Decrease in cash and cash equivalents
(1,793)
(13,566)
Cash and cash equivalents at start of year
4,626
18,192
Cash and cash equivalents at end of year
2,833
4,626
The notes on pages 74 to 98 form an integral part of these Financial Statements.
Parent and consolidated
statement of cash flows
For the year ended 31 December 2024
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HydrogenOne Capital Growth plc Annual Report 2024
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).
Notes to the parent and consolidated
financial statements
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Company Overview
Strategic Report Governance Financial statements
Other information
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 receivable 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.
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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.
Notes to the parent and consolidated
financial statements
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Company Overview
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Other information
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. In addition, the Company is engaged with lenders to potentially
access debt for the fund.
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 achievable, 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
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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
As noted earlier in this note 2, the Board recognises the current financial situation of the Company and notes the operational
resources available to the Company and Group are not currently adequate to cover the expenses of the Company for at least
twelve months from the date of approval of these Financial Statements. The Board 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 introduces the following key requirements.
Entities are required to classify all income and expenses into five categories in the statement of comprehensive income,
namely operating, investing, financing, discontinued operations and income tax categories. Entities are also required to
present a newly-defined operating profit subtotal. Entities’ net profit will not change as a result of applying IFRS 18.
Management-defined performance measures (“MPMs”) are disclosed in a single note in the financial statements.
Enhanced guidance is provided on how to group information in the financial statements.
In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows
when presenting operating cash flows under the indirect method.
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 MPMs. The Company is also assessing the impact on how
information is grouped in the financial statements, including for items currently labeled 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.
Notes to the parent and consolidated
financial statements
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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
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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.
Notes to the parent and consolidated
financial statements
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(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.
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4. Investments held at fair value through profit or loss
(a) Summary of valuation
31 December 31 December
2024 2023
£’000 £’000
Investments held at fair value through profit or loss
Listed Hydrogen Assets
2,322
Limited Partnership
113,729
125,861
Closing valuation of financial assets at fair value through profit or loss
113,729
128,183
(b) Movements in valuation
£’000
£’000
Opening valuation of financial assets at fair value through profit or loss
128,183
106,673
Less opening unrealised gain on investments
(10,606)
(1,426)
Opening cost of financial assets at fair value through profit or loss
117,577
105,247
Additions, at cost – Listed Hydrogen Assets
74
Additions, at cost – Limited Partnership
4,959
12,398
Disposals, at cost - Listed Hydrogen Assets
(7,620)
(142)
Disposals, at cost – Limited Partnership
(2,600)
Cost of financial assets at fair value through profit or loss at the end of the year
112,316
117,577
Unrealised loss on investments – Listed Hydrogen Assets
(5,299)
Unrealised gain on investments – Limited Partnership
1,413
15,905
Closing valuation of financial assets at fair value through profit or loss
113,729
128,183
(c) (Loss)/gain on investments
£’000
£’000
Movement in unrealised gains/(loss) – Listed Hydrogen Assets
5,299
(1,277)
Movement in unrealised (loss)/gains – Limited Partnership
(14,492)
10,457
Realised loss on investments – Listed Hydrogen Assets
(5,680)
(30)
Total (loss)/gains on investments
(14,873)
9,150
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 .
Notes to the parent and consolidated
financial statements
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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:
31 December 2024
Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000
Listed Hydrogen Assets
Limited Partnership
113,729
113,729
113,729
113,729
31 December 2023
Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000
Listed Hydrogen Assets
2,322
2,322
Limited Partnership
125,861
125,861
2,322
125,861
128,183
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:
31 December 31 December
2024 2023
£’000 £’000
Opening balance
125,861
103,006
Investment in Limited Partnership
4,959
12,398
Distribution from Limited Partnership
(2,600)
Movement in unrealised gains on investment in Limited Partnership
(14,491)
10,457
Closing balance
113,729
125,861
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.
31 December 31 December
2024 2023
£’000 £’000
Investment in Private Hydrogen Assets
113,490
126,206
Plus/(minus): net other assets/(liabilities)
239
(345)
NAV of the Limited Partnership
113,729
125,861
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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:
Value of
Country of Investment Primary valuation Significant unobservable
Name Incorporation £’000 technique
inputs
Range input
Sunfire GmbH
Germany
32,337
DCF
Discount rates
10.6-10.7%
United
Elcogen Group plc
Kingdom
21,019
DCF
Discount rates
8.6-8.7%
United
HiiROC Limited
Kingdom
23,925
DCF
Discount rates
12.8-13.0%
Strohm Holding BV
Netherlands
13,885
DCF
Discount rates
13.5-13.6%
United
Bramble Energy Limited
Kingdom
9,908
DCF
Discount rates
15.3-15.5%
Cranfield Aerospace United
Solutions Limited
Kingdom
12,366
DCF
Discount rates
16.8-16.9%
United
Swift Hydrogen Limited*
Kingdom
50
Net Assets
n/a
n/a
*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:
Value of
Country of Investment Primary valuation Significant unobservable
Name Incorporation £’000 technique
inputs
Range input
Sunfire GmbH
Germany
27,068
DCF
Discount rates
11.3%-12.4%
United
Elcogen Group plc
Kingdom
24,430
DCF
Discount rates
13.1%-13.9%
Strohm Holding BV
Netherlands
19,719
DCF
Discount rates
14.4%-15.4%
United
HiiROC Limited
Kingdom
13,701
DCF
Discount rates
13.8%-14.9%
Cranfield Aerospace United
Solutions Limited
Kingdom
11,870
DCF
Discount rates
17.5%-18.6%
United
Bramble Energy Limited
Kingdom
10,621
DCF
Discount rates
16.0%-17.1%
Discount rates
(project SPVs & 12.0%; and
HH2E AG
Germany
6,971
DCF
Company) 16.5%-17.6%
Probability Discount rates
weighted approach
applied in DCF
15.3%-15.9%
incorporating DCF,
Net Assets
n/a
United indicative offers and
NanoSUN Limited
Kingdom
5,428
net assets*
Weighting
10%-50%
Discount rates
(project SPVs & 12.0%; and
GEN2 Energy AS
Norway
4,443
DCF
Company) 16.7%-17.6%
HH2E Werk Thierbach Loan principal and
GmbH
Germany
1,955
accrued interest
N/a
N/a
*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.
Notes to the parent and consolidated
financial statements
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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.
Effect on fair value of investments
£’000
31 December 31 December
Unobservable input
Possible reasonable change in input
2024 2023
Discount rates applied in full DCF valuation
+1%
(4,624)
(7,767)
-1%
5,794
8,584
Weighting between DCF, indicative offers
and Net Asset valuation
+/- 10% weighting to DCF
-
968/(968)
+/- 10% weighting to indicative
offers
-
124/(124)
+/- 10% weighting to Net Assets
1,092/(1,092)
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
Year ended Year ended
31 December 31 December
2024 2023
£’000 £’000
Overseas dividend income
1
1
Bank interest
127
211
Total income
128
212
6. Investment Adviser fee
Year ended 31 December 2024
Year ended 31 December 2023
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Investment Adviser fee
34
34
144
144
At 31 December 2024 an amount of £nil (2023: £nil) was payable to the Investment Adviser in respect of the Investment
Adviser fee.
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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.
Notes to the parent and consolidated
financial statements
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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
Year ended Year ended
31 December 31 December
2024 2023
£’000 £’000
Administration & Secretarial Fees
209
205
Other expenses
181
191
Directors’ Fees
173
173
Audit Fees
168
162
AIFM Fees
109
97
PR & Marketing
107
262
Brokers Fees
60
66
Custodian Charges
50
50
D & O Insurances
44
47
Printing Fees
38
38
Website Fees
32
39
Registrar’s Fees
21
21
LSE Fees
20
15
Legal Fees
12
30
Total revenue expenses
1,224
1,396
Expenses charged to capital:
Capital transaction costs
3
500
Total expenses
1,227
1,896
During the year, no non-audit service fees were paid.
8. Taxation
(a) Analysis of charge in the year
Year ended 31 December 2024
Year ended 31 December 2023
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Overseas tax
Total tax charge for the year
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Factors affecting total tax charge for the year
Year ended 31 December 2024
Year ended 31 December 2023
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
(Loss)/profit on ordinary activities
before taxation
(1,130)
(15,101)
(16,231)
(1,328)
8,645
7,317
Corporation tax at 25% (2023:
23.55)
(283)
(3,775)
(4,058)
(312)
2,033
1,721
Effects of:
Non-taxable (gains)/losses on
investments
3,774
3,774
(2,151)
(2,151)
Excess management expenses
not utilised in year
283
283
312
30
342
Disallowable expenses
1
1
88
88
Total tax charge
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
31 December 31 December
2024 2023
£’000 £’000
Prepayments
42
41
Other receivables
7
10
49
51
10. Trade and other payables
Notes to the parent and consolidated
financial statements
31 December 31 December
2024 2023
£’000 £’000
Amounts falling due within one year:
Accrued expenses
172
190
172
190
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11. Share capital
31 December 2024
31 December 2023
Nominal value of Nominal value of
Allotted, issued and fully paid Ordinary Shares of shares shares
1p each:
No. of shares
(£)
No. of shares
(£)
Brought forward
128,819,999
1,288,199.99
128,819,999
1,288,199.99
Closing balance as at 31 December
128,819,999
1,288,199.99
128,819,999
1,288,199.99
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).
Year ended 31 December 2024
Year ended 31 December 2023
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
(Loss)/profit for the year(£’000)
(1,130)
(15,101)
(16,231)
(1,328)
8,645
7,317
Return per Ordinary Share
(0.88)p
(11.72)p
(12.60)p
(1.03)p
6.71p
5.68p
There is no dilution to return per share as the Company has only Ordinary Shares in issue.
13. Net asset value per ordinary share
31 December 31 December
2024 2023
£’000 £’000
Net Asset Value (£’000)
116,439
132,670
Ordinary Shares in issue
128,819,999
128,819,999
NAV per Ordinary Share
90.39p
102.99p
There is no diluted Net Asset Value per share as the Company has only Ordinary Shares in issue.
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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:
Ordinary Shares at Ordinary Shares at
31 December 31 December
2024 2023
Simon Hogan
40,000
40,000
Afkenel Schipstra
10,100
10,100
Abigail Rotheroe
10,000
10,000
David Bucknall
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.
Notes to the parent and consolidated
financial statements
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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.
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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.
31 December 2024
31 December 2023
Other assets Other assets
Investments Cash & liabilities Total Investments Cash & liabilities Total
Currency £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Danish Krone
180
180
Euro
806
806
Korean Won
501
501
Norwegian Krone
259
259
Swedish Krona
3
3
US Dollar
213
213
1,962
1,962
The Company and Group mitigate the risk of loss due to exposure to a single currency by way of diversification of the
portfolio. The Limited Partnership’s non-Pound Sterling denominated assets may have currency exposure hedged
by Forward Exchange Contracts so that impact from currency exchange rate movements would be mitigated. As at
31 December 2024, the Limited Partnership’s non-Pound denominated investments amounted to £67,241,000 (2023:
£84,586,000) This increases foreign currency risk and may increase volatility of the Company and Group’s net asset value.
Notwithstanding the currency exposure of the Limited Partnership’s non-Pound Sterling denominated investments as
explained in the preceding paragraph, at 31 December 2024 an exchange rate movement of +/-5% against Pounds Sterling,
which is a reasonable approximation of possible changes based on observed volatility during the year, would have increased
or decreased net assets and total return by £Nil (2023: £98,100).
(ii) Interest rate risk
The Company and Group’s interest rate risk on interest bearing financial assets is limited to interest earned on cash balances.
At the year end, the Company and Group had cash balances of £3,100,000 (2023: £4,626,000). An increase in interest rates
of 2.0%, which is reasonable based upon changes in interest rates observed in the year, would impact the profit or loss and
net assets of the Company and Group positively by £62,000, with a decrease of 2.0% having an equal and opposite effect
(2023: an increase or decrease of 2% would have had a positive or negative affect of £92,520) .
Notes to the parent and consolidated
financial statements
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Company Overview
Strategic Report Governance Financial statements
Other information
The Company and Group’s interest and non-interest bearing assets and liabilities as at 31 December 2024 and 31 December
2023 are summarised below:
31 December 2024
31 December 2023
Interest Non-interest Interest Non-interest
bearing bearing Total bearing bearing Total
£’000 £’000 £’000 £’000 £’000 £’000
Assets
Cash and cash equivalents
2,833
2,833
4,626
4,626
Trade and other receivables
49
49
51
51
Investments held at fair value
through profit or loss – Listed
Hydrogen Assets
2,322
2,322
Investments held at fair value
through profit or loss – Limited
Partnership
113,729
113,729
125,861
125,861
Total assets
2,833
113,778
116,611
4,626
128,234
132,860
Liabilities
Trade and other payables
(172)
(172)
(190)
(190)
Total liabilities
(172)
(172)
(190)
(190)
(iii) Price risk
Listed Hydrogen Assets
Price risk is defined as the risk that the fair value of a financial instrument held by the Company or Group will fluctuate. Listed
Hydrogen Assets are measured at fair value through profit or loss. As of 31 December 2024, the Company and Group held
Listed Hydrogen Assets with an aggregate fair value of £nil (2023: £2,322,000).
All other things being equal, the effect of a 10% increase or decrease in the value of the investments held at the year
end would have been an increase or decrease of £nil in the Company and Group’s loss after taxation for the year ended
31 December 2024 and the Company and Group’s net assets at 31 December 2024 (2023: £232,200).
At 31 December 2024, the sensitivity rate of 10% is regarded as reasonable due to the actual market price volatility
experienced as a result of the economic impact on the Listed Hydrogen Assets.
Private Hydrogen Assets
The impact of market conditions on the Limited Partnership’s portfolio of Private Hydrogen Assets is reflected in the discount
rate sensitivity analysis as outlined in the unobservable inputs table in note 4. The valuations may also be affected by the
performance of the underlying investments in line with the valuation criteria in note 3.
The Private Hydrogen Assets sensitivity analysis in note 4 recognises that the valuation methodologies employed involve
different levels of subjectivity in their inputs primarily driven by changes in discount rate assumptions and weighting of the
techniques employed.
Key variable inputs of Private Hydrogen Assets
The variable inputs applicable to each broad category of valuation basis will vary depending on the particular circumstances
of each Private Hydrogen Asset valuation. An explanation of each of the key variable inputs is provided below and includes
an indication of the range in value for each input, where relevant.
Selection of appropriate discount rates
The selection of an appropriate discount rate is assessed individually for each Private Hydrogen Asset. Publicly disclosed
discount rates in the relevant sector and comparable asset classes, which may be procured from public sources or
independent third-party expert advisers or for comparable market transactions of similar assets are used where available.
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Selection of appropriate benchmarks
The selection of appropriate benchmarks is assessed individually for each Private Hydrogen Asset. The industry and
geography of each Private Hydrogen Asset are key inputs to the benchmark selection, with either one or two key indices or
benchmarks being used for comparison.
Selection of comparable companies
The selection of comparable companies is assessed individually for each Private Hydrogen Asset at the point of investment,
and the relevance of the comparable companies is continually evaluated at each valuation point. The key criteria used in
selecting appropriate comparable companies are the industry sector in which they operate and the geography of the Private
Hydrogen Asset’s operations.
Application of valuation basis
Each Private Hydrogen Asset is assessed, and the valuation basis applied will vary depending on the circumstances of each
Private Hydrogen Asset. DCF will be considered where appropriate forecasts are available. The valuation will also consider
any recent transactions, where appropriate. For those Private Hydrogen Assets where a trading multiples approach can be
taken, the methodology will factor in revenue, earnings or net assets as appropriate for the Private Hydrogen Asset.
Estimated sustainable earnings and cash flows
The selection of sustainable revenue or earnings and cash flows will depend on whether the Private Hydrogen Asset is
sustainably profitable or not, and where it is not then sustainable revenues will be used in the valuation. The valuation
approach will typically assess Private Hydrogen Assets based on the last twelve months of revenue or earnings, as they are
the most recent available and therefore viewed as the most reliable. Where a Private Hydrogen Asset has reliably forecasted
earnings previously or there is a change in circumstance at the business which will impact earnings going forward, then
forward estimated revenue or earnings may be used instead.
Application of liquidity discount
A liquidity discount may be applied either through the calibration of a valuation against the most recent transaction, or by
application of a specific discount.
Credit risk
The Company and Group are exposed to credit risk in respect of trade and other receivables and cash at bank. For risk
management reporting purposes, the Company and Group considers and aggregates all elements of credit risk exposure
(such as individual obligation default risk, country risk and sector risk).
31 December 31 December
2024 2023
£’000 £’000
Trade and other receivables
49
51
Cash and cash equivalents
2,833
4,626
Total
2,882
4,677
The cash and cash equivalents are held with Northern Trust Bank, EFG International Bank, Royal Bank of Scotland and
through the Goldman Sachs- Liquid reserve fund. The Fitch Rating credit rating of Northern Trust Bank is AA (2023: AA), EFG
international Bank is A (2023: A), Royal Bank of Scotland A+ (2023: A+) and the Goldman Sachs Liquid reserve fund is AAA
(2023: AAA).
At the year end there were no trade and receivables past due. The credit risk exposure is minimised by dealing with financial
institutions with investment grade credit ratings.
Notes to the parent and consolidated
financial statements
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Company Overview
Strategic Report Governance Financial statements
Other information
Liquidity risks
Liquidity risk is the risk that the Company or Group may not be able to meet a demand for cash or fund an obligation when
due. The Investment Adviser, AIFM and the Board continuously monitor forecast and actual cashflows from operating,
financing and investing activities to consider payment of dividends, or further investing activities.
Financial assets and liabilities by maturity at the year end are shown below:
31 December 2024
31 December 2023
Less than Less than
1 year 1-5 years Total 1 year 1-5 years Total
£’000 £’000 £’000 £’000 £’000 £’000
Assets
Investments at fair value through
profit or loss – Listed Hydrogen
Assets
2,322
2,322
Investments at fair value through
profit or loss – Limited Partnership
113,729
113,729
125,861
125,861
Trade and other receivables
49
49
51
51
Cash and cash equivalents
2,833
2,833
4,626
4,626
Total assets
2,882
113,729
116,611
6,999
125,861
132,860
Liabilities
Trade and other payables
(172)
(172)
(190)
(190)
Total liabilities
(172)
(172)
(190)
(190)
Operational risk
Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the processes,
technology and infrastructure supporting the activities relating to financial instruments, either internally or on the part of
service providers, and from external factors other than credit, market and liquidity risks such as those arising from legal and
regulatory requirements and generally accepted standards of investment management behaviour.
Operational risk is managed so as to balance the limiting of financial losses and reputational damage with achieving the
investment objective of generating returns to investors. The AIFM works with the Board to identify the risks facing the
Company and the Limited Partnership. The key risks are documented and updated in the Risk Matrix by the AIFM. The
primary responsibility for the development and implementation of controls over operational risk rests with the Board.
This responsibility is supported by the development of overall standards for the management of operational risk, which
encompasses the controls and processes at the service providers and the establishment of service levels with the service
providers. The Directors’ assessment of the adequacy of the controls and processes in place at service providers with
respect to operational risk is carried out through having discussions with and reviewing reports, including those on their
internal controls, from the service providers.
Capital Management Policies and Procedures
The Company and Group’s capital management objectives are to ensure that the Company and Group will be able to
continue as a going concern while maximising the return to equity shareholders.
In accordance with the investment objective, the principal use of cash (including the proceeds of the IPO and placings) is
investing in hydrogen focused assets, as well as expenses related to the share issue when they occur, ongoing operational
expenses and payment of dividends and other distributions to shareholders in accordance with the Company’s dividend
policy.
The Company and Group considers their capital to comprise share capital, distributable reserves and retained earnings.
The Company and Group are not subject to any externally imposed capital requirements. The Company and Group’s share
capital, distributable reserves and retained earnings are shown in the Statement of Financial Position at a total £116,439,000
(2023: £132,670,000).
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16. Subsidiary and related entities
Subsidiary
The Company owns 100% of HydrogenOne Capital Growth (GP) Limited and as at 31 December 2024 and 31 December 2023
and HydrogenOne Capital Growth Investments (1A) GP LLP as at 31 December 2024.
Effective Country of Issued share Registered
Subsidiary name ownership
ownership
Principal activity
capital address
General
partner of
HydrogenOne 4th Floor,
Capital Growth
140
Aldersgate
HydrogenOne Capital Growth United Investments Street, London,
(GP) Limited
100%
Kingdom
(1) LP
£1
EC1A 4HY
General
partner of
HydrogenOne 4th Floor,
Capital Growth
140
Aldersgate
HydrogenOne Capital Growth United Investments Street, London,
Investments (1A) GP LLP
100%
Kingdom
(1A) LP
£10
EC1A 4HY
Related entities
The Company holds Private Hydrogen Assets through its investment in the Limited Partnership, which has not been
consolidated as a result of the adoption of IFRS 10: Investment entities exemption to consolidation. At 31 December2024 the
Limited Partnership had no exposure to forward currency contracts (2023: nil). There are no other cross guarantees amongst
related entities. Below are details of the unconsolidated Private Hydrogen Asset held through the Limited Partnership.
31 December 2024
Total assets
as at 31
December
Value of 2024 Effective
Purpose of Country of investment (unaudited) ownership Registered
Name the entity Incorporation £’000 £’000 (% rounded) address
Sunfire GmbH
Electrolyzer
Germany
32,337
250,033
4%
Gasanstaltstraße
producer
2 01237
Dresden,
Germany
Elcogen Group plc
Solid oxide fuel
United Kingdom
21,019
54,600
8%
Highdown House,
cell supply Yeoman Way,
Worthing,
West Sussex,
BN99 3HH
Strohm Holding BV Supplier of
Netherlands
13,885
63,062
15%
Monnickendamkade
thermoplastic
1, 1976
EC IJmuiden
composite
pipe
HiiROC Limited Supplier
United Kingdom
23,925
4,225
5%
22 Mount Ephraim,
of clean Tunbridge Wells, Kent,
hydrogen
TN4
8AS
production
technology
Cranfield Aerospace Aviation United
12,366
13,588
29%
Hanger 2, Cranfield
Solutions Limited design and Kingdom Airport, Cranfield,
maintenance Bedfordshire,
MK43 0AL
Notes to the parent and consolidated
financial statements
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Company Overview
Strategic Report Governance Financial statements
Other information
Name
Total assets
as at 31
December
Value of 2024 Effective
Purpose of Country of investment (unaudited) ownership Registered
the entity Incorporation £’000 £’000 (% rounded) address
Bramble Energy Printed Circuit
United Kingdom
9,908
10,303
12%
6 Satellite Business
Limited Board fuel cell Village, Fleming Way,
solutions Crawley, England,
RH10 9NE
Swift Hydrogen Hydrogen
United Kingdom
50
N/a
100%
6th Floor 125 London
Limited storage Wall, London, England,
intellectual England, EC2Y 5AS
property
31 December 2023
Total assets
as at 31
December
Value of 2023 Effective
Purpose of Country of investment (unaudited) ownership Registered
Name the entity Incorporation £’000 £’000 (% rounded) address
Sunfire GmbH
Electrolyzer
Germany
27,068
157,197
5%
Gasanstaltstraße
producer
2 01237
Dresden,
Germany
Elcogen Group plc
Solid oxide fuel
United
24,430
51,445
9%
Highdown House,
cell supply Kingdom Yeoman Way,
Worthing,
West Sussex,
BN99 3HH
Strohm Holding BV Supplier of
Netherlands
19,719
62,082
20%
Monnickendamkade
thermoplastic
1, 1976
EC IJmuiden
composite
pipe
HiiROC Limited Supplier United
13,701
14,398
6%
22 Mount Ephraim,
of clean Kingdom Tunbridge Wells,
hydrogen Kent, TN4 8AS
production
technology
Cranfield Aerospace Aviation United
11,870
17,291
29%
Hanger 2, Cranfield
Solutions Limited design and Kingdom Airport, Cranfield,
maintenance Bedfordshire,
MK43 0AL
Bramble Energy Printed Circuit United
10,621
21,361
12%
6 Satellite Business
Limited Board fuel cell Kingdom Village, Fleming Way,
solutions Crawley, England,
RH10 9NE
HH2E AG Supplier
Germany
6,971
11,077
11%
HRB 167243,
Kaiser-
of green Wilhelm-Straße 93,
electrolysis
20355
Hamburg
and energy
storage
facilities
NanoSUN Limited Supplier United
5,428
5,045
22%
Abraham Heights
of mobile Kingdom Farm, Westbourne
hydrogen Road, Lancaster,
storage and LA1 5EF
refueling
systems
GEN2 Energy AS Green
Norway
4,443
11,203
7%
Raveien 205, 3184
Hydrogen Borre, Norway
development
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Name
Purpose of
the entity
Country of
Incorporation
Value of
Total assets
as at 31
December
2023 Effective
investment (unaudited) ownership Registered
£’000 £’000 (% rounded) address
HH2E Werk Thierbach Supplier
Germany
1,955
9,389
15%
HRB 167243,
Kaiser-
GmbH of green Wilhelm-Straße 93,
electrolysis
20355
Hamburg
and energy
storage
facilities
The maximum exposure to loss from the unconsolidated entities is the carrying amount of the financial assets held.
During the year the Company did not provide financial support and has no intention of providing financial or other support to
the subsidiary and the unconsolidated Private Hydrogen Assets held through the Limited Partnership.
17. Commitments and contingencies
As at 31 December 2024 the Company had no future commitments.
At 31 December 2024 the Company had outstanding undrawn loan commitments of £2,358,399 to the Limited Partnership
(2023: £3,638,090).
18. Post balance sheet events
Since 31 December 2024, the Partnership has made additional investments in and commitments to Private Hydrogen Assets
amounting to £nil.
Notes to the parent and consolidated
financial statements
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Other
information
100 Alternative Performance Measures
101 Glossary
103 Directors and advisers
104 Report of the Alternative Investment Fund Manager
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HydrogenOne Capital Growth plc Annual Report 2024
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HydrogenOne Capital Growth plc Annual Report 2024
Alternative Performance Measures (“APM”)
APMs are often used to describe the performance of investment companies although they are not specifically defined under
IFRS. APM calculations for the Company are shown below.
(Discount)/Premium
The amount, expressed as a percentage, by which the share price is less/more than the Net Asset Value per Ordinary Share.
At 31 December Page 2024 2023
NAV per Ordinary Share (pence) a 3 90.39 102.99
Share price (pence) b 3 21.65 49.65
(Discount)/Premium (b÷a)-1 (76.0)% (51.8)%
Ongoing charges
A measure, expressed as a percentage of average net assets during the year, of the regular, recurring annual costs of
running an investment company.
Year ended 31 December Page 2024 2023
Average NAV a n/a 128,293,373 129,442,151
Annualised expenses b n/a 3,245,181 3,308,961
Ongoing charges (b÷a) 2.53% 2.56%
The ongoing charges percentage is on a consolidated basis and therefore takes into consideration the expenses of the
Limited Partnership as well as the Company and is calculated in accordance with the methodology set out by the AIC.
Total return
A measure of performance that includes both income and capital returns. This takes into account capital gains and
reinvestment of dividends paid out by the Company into the Ordinary Shares of the Company on the ex-dividend date.
Year ended 31 December 2024 Page Share price
1
NAV
2
Opening at 1 January 2024 (p) a n/a 49.65 102.99
Closing at 31 December 2024 (p) b 3 21.65 90.39
Total return (b÷a)-1 (56.4)% (12.2)%
1. Share price total return is based on an opening share price of 79.30p.
2. NAV total return is based on an opening NAV of 97.31p per Ordinary Share.
3. N/a = not applicable.
Year ended 31 December 2023 Page Share price
1
NAV
2
Opening at 1 January 2023(p) a n/a 79.30 97.31
Closing at 31 December 2023 (p) b 3 49.65 102.99
Total return (b÷a)-1 (37.4)% 5.8%
1. Share price total return is based on an opening share price of 119.50p.
2. NAV total return is based on an opening NAV after launch expenses of 95.75p per Ordinary Share.
3. N/a = not applicable
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Company Overview
Strategic Report Governance Financial statements
Other information
Glossary
Admission First admission of the Company’s Ordinary Shares to the London Stock Exchange on
30July 2021.
AIC Association of Investment Companies.
Alternative Investment Fund
or “AIF”
An investment vehicle under AIFMD. Under AIFMD (see below) HydrogenOne Capital
Growth plc is classified as an AIF.
Alternative Investment Fund
Managers Directive or “AIFMD”
A European Union directive which came into force on 22 July 2013 and has been
implemented in the UK.
Annual General Meeting orAGM” A meeting held once a year which shareholders can attend and where they can vote on
resolutions to be put forward at the meeting and ask the Directors questions about the
company in which they are invested.
CCS Carbon Capture and Storage
CLN Convertible Loan Note
the Company HydrogenOne Capital Growth plc (“HGEN”).
Custodian An entity that is appointed to safeguard a company’s assets.
Discount/premium The amount, expressed as a percentage, by which the share price is less/more than the
net asset value per share.
Dividend Income receivable from an investment in shares.
Ex-dividend date The date from which you are not entitled to receive a dividend which has been declared
and is due to be paid to shareholders.
ESG Environmental, Social and Governance (“ESG”) criteria are a set of standards for
a company’s operations that socially conscious investors use to screen potential
investments. Environmental criteria consider how a company performs as a steward of
nature. Social criteria examine how it manages relationships with employees, suppliers,
customers, and the communities where it operates. Governance deals with a company’s
leadership, executive pay, audits, internal controls, and shareholder rights.
Financial Conduct Authority or
FCA”
The independent body that regulates the financial services industry in the UK.
GCC The Cooperation Council for the Arab States of the Gulf, also known as the Gulf
Cooperation Council.
GHG Greenhouse Gases.
Gross Asset Value or GAV The aggregate value of the total assets of the Company, including the gross asset value
of any investments held in the HydrogenOne Partnership attributable to the Company’s
interest in the HydrogenOne Partnership on a look-through basis from time-to-time,
calculated in accordance with the Company’s valuation policy.
Index A basket of stocks which is considered to replicate a particular stock market or sector.
Investment company A company formed to invest in a diversified portfolio of assets.
Investment Trust An investment company which is based in the UK and which meets certain tax
conditions which enables it to be exempt from UK corporation tax on its capital gains.
The Company is an investment trust.
Liquidity The extent to which investments can be sold at short notice.
Listed Hydrogen Assets Investments in quoted or traded Hydrogen Assets, which will predominantly be equity
securities but may also be corporate debt and/or other financial instruments.
Net assets or net asset value
(“NAV”)
An investment company’s assets less its liabilities.
NAV per Ordinary Share Net assets divided by the number of Ordinary Shares in issue (excluding any shares held
in treasury).
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Offtaker A purchaser of electricity and/or renewable obligation.
Ordinary Shares The Company’s ordinary shares in issue.
Portfolio A collection of different investments held in order to deliver returns to shareholders and
to spread risk.
Private Hydrogen Assets Investments in unquoted Hydrogen Assets, which may be operational companies or
hydrogen projects (completed or under construction).
Relative performance Measurement of returns relative to an index.
Share buyback A purchase of a company’s own shares. Shares can either be bought back for
cancellation or held in treasury.
Share price The price of a share as determined by a relevant stock market.
TCP Thermoplastic Composite Pipe
Treasury shares A company’s own shares which are available to be sold by a company to raise funds.
Volatility A measure of how much a share moves up and down in price over a period of time.
Glossary
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Company Overview
Strategic Report Governance Financial statements
Other information
Directors and advisers
Directors (all Non-Executive)
Simon Hogan (Chairman)
Afkenel Schipstra
Abigail Rotheroe
David Bucknall (resigned 21 March 2025)
Erik Magnesen (appointed 21 March 2025)
Administrator and Company Secretary
Apex Listed Companies Services (UK) Limited
4th Floor
140 Aldersgate Street
London
EC1A 4HY
Alternative Investment Fund Manager (AIFM)
FundRock Management Company (Guernsey) Limited
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey
GY1 2HL
Broker
Barclays Bank PLC
1 Churchill Place
London
E14 5RB
Solicitors to the Company
Gowling WLG (UK) LLP
4 More London Riverside
London
SE1 2AU
Registered office*
4th Floor
140 Aldersgate Street
London
EC1A 4HY
*Registered in England and Wales – No 13340859
Investment Adviser
HydrogenOne Capital LLP
4 Manchester Square
London
W1U 3PD
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
Independent Auditor
KPMG Channel Islands Limited
Glategny Court
Glategny Esplanade
Guernsey
GY1 1WR
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Report of the Alternative Investment
FundManager
Material change
FundRock Management Company (Guernsey) Limited as AIFM must disclose in the Annual Report, details of material
changes to the information set out under AIFMD. For these purposes, there are no material changes effective during the
period to be noted to the information set out in the Prospectus.
Remuneration disclosures
The Company is categorised as an EU Alternative Investment Fund (“AIF”). The AIFMD seeks to regulate managers of AIFs,
such as the Company. It imposes obligations on AIFMs who manage AIFs in a member state of the European Economic
Area (“EEA state”), or who market shares in AIFs to investors who are domiciled, or with a registered office, in an EEA state.
Under the AIFMD, an AIFM must be appointed and must comply with various organisational, operational and transparency
requirements.
On 5 July 2021, the Company appointed FundRock Management Company (Guernsey) Limited to act as AIFM to the
Company. FundRock Management Company (Guernsey) Limited is responsible for fulfilling the role of the AIFM and ensuring
the Company complies with the AIFMD requirements. Details of the total amount of remuneration for the financial year, split
into fixed and variable remuneration, paid by the AIFM to its staff, and the number of beneficiaries, are made available to
Shareholders on request.
Contents
hydrogenonecapitalgrowthplc.com
Company overview
1
About us
2 Highlights
4 Portfolio at a glance
5 Chairman’s statement
8 Key portfolio developments 2024
Strategic report
10
About Clean Hydrogen
12 Investment objective, policy, process and strategy
15 Strategy, business model and KPIs
18 Investment Adviser’s Report
18 Introduction
22 Portfolio summary
23 Portfolio review, performance and valuation
35 Environmental, Social and Governance
35 ESG highlights
36 Our impact
37 Methodology and Principles of Responsible Investment
38 Stakeholder engagement (Section 172 Statement)
41 Risk and risk management
Governance
46
Board of Directors and Principals of the Investment Adviser
47 Directors’ Report
51 Corporate Governance
55 Directors’ Remuneration Policy
56 Directors’ Remuneration Implementation Report
59 Report of the Audit and Risk Committee
61 Statement of Directors’ Responsibilities
62 Independent Auditor’s Report
Financial Statements
70
Parent and consolidated statement of comprehensive income
71 Parent and consolidated statement of financial position
72 Parent and consolidated statement of changes in equity
73 Parent and consolidated statement of cash flows
74 Notes to the parent and consolidated financial statements
Other Information
100
Alternative Performance Measures
101 Glossary
103 Directors and advisers
104 Report of the Alternative Investment Fund Manager
hydrogenonecapitalgrowthplc.com
HydrogenOne
Capital Growth plc
ANNUAL REPORT & ACCOUNTS 2024
HydrogenOne Capital Growth plc Annual Report & Accounts 2024