Company Registration No. 06374598 (England and Wales)

HELLENIC DYNAMICS Plc

(Formerly known as UK SPAC Plc)

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

HELLENIC DYNAMICS PLC (FORMERLY KNOWN AS U.K. SPAC PLC)

CONTENTS PAGE(S)

COMPANY INFORMATION

Directors Davinder Rai Chief Executive Officer

Filippos Papadopoulos Executive Director

Anthony Jolliffe Non-Executive Chairman

Joseph Colliver Non-Executive Director

Secretary SGH Company Secretaries Limited

Company number 06374598 (England and Wales)

Registered office 21 Arlington Street

London

SW1A 1RN

Auditor PKF Littlejohn LLP

15 Westferry Circus

Canary Wharf

London

E14 4HD

Registrars SLC Registrars

P.O. Box 5222

Lancing

West Sussex

NB99 9FG

Financial advisors Cairn Financial Advisers LLP

80 Cheapside

London

EC2V 6EE

Brokers Peterhouse Capital Limited

Floor

80 Cheapside

London

EC2V 6EE

Principal Bankers Barclays Bank Plc

Leicester

Leicestershire

LE87 2BB

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

CHAIRMAN’S REPORT

FOR THE PERIOD ENDED 31 MARCH 2023

I am pleased to present the annual report and financial statements for the period ended 31 March 2023 for Hellenic Dynamics

Plc ("Hellenic" or the "Company"). UK SPAC PLC, which was renamed Hellenic Dynamics Plc on 17 November 2022,

acquired Hellenic Dynamics SA ("Hellenic Dynamics” or the “Company”) and gained admission to the Official List (by way of

a Standard Listing) and to trading on the London Stock Exchange’s (“LSE”) main market for listed securities (“Admission”)

with effect from 08:00 on the 5 December 2022.

I am extremely proud of the whole Hellenic team, its advisers and management in the continuing roles they play, not only in

gaining a main market listing as the first medical cannabis company to do so, but also with their continued work on the

Company’s facility in Greece. It has been a long process with the Financial Conduct Authority and LSE and this commitment

alone shows that the experienced operational and cultivation teams have led the Company to be a market leader in the

cultivation and supply of medical cannabis flowers for the European markets.

Having been involved since the admission process, I was fortunate enough to witness first-hand the positive impact medical

cannabis is having on patients across a various range of chronic pain indicators and I believe the low-cost base we enjoy

together with the supportive legislative framework in Greece, will support Hellenic in its endeavour for European dominance in

the supply of medical cannabis.

Milestones

The law changed in Greece in 2017 allowing the cultivation of tetrahydrocannabinol ("THC") medical cannabis. Since that

time, members of the Hellenic team have navigated the changing landscape of this exciting new industry culminating in the

Company achieving the milestone of working with the FCA and LSE to become the first medical cannabis cultivator to gain

admission to the Official List and to trading on the LSE’s main market.

In addition to the Admission process, significant work and capital has been invested since the formation of the Group in 2019,

leading Hellenic to move towards a contract cultivation expanded strategy with the first cultivation anticipated to occur in the

second quarter of the Company’s 2023 fiscal year.

Board changes

As a result of the acquisition of Hellenic Dynamics and Admission, there was a change of the Company’s board of directors

(“Board”). I was appointed as Non-executive Chairman, replacing Peter Jay who stepped down on 16 December 2022.

At the time of the acquisition, Nigel Brent Fitzpatrick (“Brent”) and Simon Grant-Rennick both Non-executive Directors

stepped down and the appointments of Davinder Rai as CEO, Filippos Papadopoulos as Executive Director and Joseph Colliver

as a Non-executive Director were completed.

I would like to thank Peter, Brent and Simon for their contributions.

Appointments

During the reporting period and post Admission, I am pleased to welcome both Carl Haffner who was appointed as a consultant

to our cultivation team and Katherine Fleming who was appointed to our Advisory Board. Carl was previously the Co-founder

and CEO of Avida Global SAS, a vertically-integrated cannabis business which achieved all the necessary certifications

including ISO, GACP & EU-GMP. Carl is a great addition to the Hellenic team of experienced cannabis professionals.

Katherine is currently the President and CEO of the J. Paul Getty Trust, the international cultural and philanthropic institution,

overseeing its 1,500 employees and US$8.5 billion fund and holds a number of honours including being decorated by the Greek

Government as a commander in the Order of Beneficence. With Katherine’s appointment we believe that we ensure our further

exposure both domestically in Greece and in other international markets.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

CHAIRMAN’S REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Employees

Together with the board, I would like to thank our entire Hellenic team for their total commitment and approach to our business

which they have demonstrated through real work experience in the work they have done to date both on the Hellenic facility

and in the wider business. Despite many challenges faced, especially with regards to the Admission process, I feel confident

that under their stewardship Hellenic can achieves its goals of European dominance in the supply of medical cannabis.

Sustainability

With the advanced discussions underway for a move to using solar power as sustainable, low-cost energy, this will in turn

lower the cost base for our operations and production and also allow our customers to benefit from a sustainable product. The

Company has opted to cultivate in a fully indoor facility, rather than a glasshouse, to save on the additional power required to

heat glasshouses in winter and cool during the summer, by then combining solar energy with indoor cultivation, the Company

hopes to be a market leader in sustainable medical cultivation.

Dividends

Given the Group is continuing to invest in growing the business, the Board does not recommend the payment of a dividend

(2021: £Nil).

Looking ahead

Despite the extended period working with the FCA to achieve Admission, the Group has made significant progress during the

period. The number of European medical cannabis prescriptions and the number of European countries that are legalising

medical cannabis is growing. However, the number of producing European medical cannabis cultivators is shrinking due to the

challenges they have faced from inflation and increasing energy costs. By being agile, listening to not only its customers but

also ensuring its competent understanding of the fast-evolving European cannabis industry, coupled with he low cost of

operations, I believe, set Hellenic apart from its competitors.

Hellenic is constantly educating itself as the industry shifts into its new phase, not only from a legislative viewpoint but also

firmly with the end patient in mind. The Group has moved with the recent changes in the industry and is now well placed to the

reap the incoming rewards.

With industry leaders joining the Company’s team, the signing of the first POD MoU with Deutsche Medizinalcannabis GmbH

which trades as Demecan Holding (“Demecan”) (post period end) and with further expressions of interest in POD contracts

resulting in active discussion, all demonstrate the Company’s growing reputation within the sector.

I remain confident in Hellenic’s strategic direction as a white label contract cultivator of tetrahydrocannabinol (“THC”)

dominant strains of medical cannabis flowers, where I have seen first-hand how this improves the quality of patients’ lives for

the better. Achieving our goals during the coming year, I expect Hellenic to deliver growth for our investors.

I am pleased to present the 2023 first full results to shareholders for the period ended 31 March 2023.

Sir Anthony Jolliffe

Non-Executive Chairman:

Date: 31 July 2023

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

CHIEF EXECUTIVE OFFICER’S REPORT

FOR THE PERIOD ENDED 31 MARCH 2023

I am delighted to report on the significant number of achievements and strategic progress for Hellenic in the period.

These are the first results for Hellenic as a public company following the successful completion of the reverse takeover of UK

SPAC Plc (renamed Hellenic Dynamics Plc), where the balance of £2.626 million was available to the Company on Admission

to support the Company’s plans, which are detailed in the enlarged Company’s prospectus dated 14 November 2022. On

Admission Hellenic became the first medical cannabis cultivator to be admitted to the Official List and to trade on the main

market of the London Stock Exchange and remains the only one as of the date of this report, further details of which can be

found in the financial review section on page 7.

Hellenic aims to be the dominant wholesale cultivator of medical cannabis flowers in Europe. With the numerous advantages

available to us in Greece, which covers a low cost base, clear legislation and a supportive government, Hellenic has the ability

to export its medical cannabis products to all 25 European countries that allow medical cannabis by prescription, with no

limitation on THC content nor export quantity.

Hellenic’s strategy is to work closely with licensed medical cannabis distributors in our key target markets and allow these

distributors the ability to take one step up the vertical by way of the Hellenic POD concept we announced post period end on 6

June 2023. This strategy has been well received by the wider European cannabis markets resulting in the signing of a MoU with

Demecan as per our announcement dated 13 June 2023. With numerous other advanced discussions on-going with other well

established European licensed distributors, I believe the Company has skilfully navigated the evolving medical cannabis sector

and positioned itself to reap the rewards as we enter into our first full year as a listed entity.

Market

25 countries now allow medical cannabis prescriptions for patients across Europe, with the total European market expected to

reach €43.3 billion per annum by 2027, twice the size of the American and Canadian markets combined. Presently there are

circa 29,000 private patients who receive medical cannabis prescriptions in the UK and over 1.4m people in the UK using

illegal cannabis for medical reasons.

Opioid alternative

Approximately 26% of the UK population suffer from chronic pain, this number increases to 60% of the population over aged

over 75. This has resulted in the UK being the largest prescriber of opioids per capita in the world with circa 40 million annual

opioid prescriptions. Presently opioid prescriptions lead to 4.6 million UK GP visits per annum, however 90% of patients

prescribed opioids state they are ineffective for long term pain management. Furthermore, the UK presently has approximately

540,000 patients with some form of dependency prescription opioids. This gives an idea of the total addressable market where

medical cannabis could replace opioid prescriptions in the UK

Strategy

In line with the Company’s expanded strategy, Hellenic will continue to fulfil its current off-take term sheets as per the

Company’s prospectus and further sign and develop more PODs on the Company’s near 200,000 square meter facility. Each

Pod occupies 1,000 square meters and is capable of producing 1,200 kg per annum of wholesale flowers. With just four POD

agreements (of which Hellenic currently has 1 MoU in place) Hellenic would have a total production of 4,800 kg per annum

and all devoid of any cost of sales. Hellenic’s licence of 40,000 square meters is capable of producing circa 54,000 kg of

flowers per annum. Each POD to be entered into moving forwards would be for a minimum of 2+2 years. This tenure is linked

to the advanced discussion the Company is currently having with a well-known financial institution in relation to a capital loan

facility, covering the entire capital expenditure of four PODs in this phase of the Company’s expansion strategy.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

CHIEF EXECUTIVE’S REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Strategy (continued)

Adapting to the evolving European medical cannabis industry in the way Company has and will continue to do so, allows

Hellenic to concentrate on the wholesale commercial and contract cultivation of medical cannabis flowers. Many of our current

and new customers are well advanced in several aspects of the medical cannabis value chain, however the main resource is a

quality and consistent wholesale product. This can then be used for a number of drug development programmes along with

batch release to pharmacies. Furthermore, Hellenic has opted to arrange forward sales of its products prior to expansion. This

devoids the Company of any over production or any potential inability to sell its product. In essence every phase of expansion

of the cultivation facility will be based by a 2 + 2 year off-take agreement, where Hellenic cultivate the specific cultivars our

customers want for their respective markets.

Update

Since Admission on 5 December 2022, Hellenic has moved full force into the completion of its facility in northern Greece and

it is expected that its first commercial cultivation will occur in the coming months from the publication of this document..

Environment

As a company, we recognise the importance of operating to the highest standards of compliance across the business, and we

have continued to advance our approach to environmental, social and governance “ESG”, focusing on identifying those issues

that are most material to Hellenic’s business. This work will form part of a comprehensive ESG strategy in due course.

Future

I look forward to updating shareholders in due course on our production of medical cannabis flowers for our current off-takers,

further to agreements to be signed with third parties, and to reporting on our first full year as a listed entity and showcasing the

dedication of our team and our commitment to shareholders by delivering on our strategy.

Davinder Rai

Executive Chairman:

Date: 31 July 2023

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

STRATEGIC REPORT

FOR THE PERIOD ENDED 31 MARCH 2023

Section 172(1) Statement - Promotion of the Company for the benefit of the members as a whole

The Directors believe they have acted in the way most likely to promote the success of the Company for the benefit of its

members as a whole, as required by s172 of the Companies Act 2006.

The requirements of s172 are for the Directors to:

• Consider the likely consequences of any decision in the long term;

• Act fairly between the members of the Company;

• Maintain a reputation for high standards of business conduct;

• Consider the interests of the Company's employees;

• Foster the Company's relationships with suppliers, customers, and others; and

• Consider the impact of the Company's operations on the community and the environment.

The Company operated as a cash shell, which was successful in sourcing a business to acquire and was in the process of

applying to the FCA to re-admit to trading on the LSE’s main market. The pre-revenue nature of the business prior to the

acquisition of Hellenic Dynamics SA is important to the understanding of the Company by its members and suppliers, and the

Directors were as transparent about the cash position and funding requirements as is allowed under the relevant regulations.

The application of the s172 requirements can be demonstrated in relation to some of the key decisions made during the period:

Shareholders

The Company publishes regular announcements to ensure shareholders are kept up to date with developments within the

Group. Going forward the Directors expect to increase the number of face-to-face meetings with its shareholders and

potential investors.

Employees and contractors

During the period under review the Company directly employed agronomists and when required engaged contractors to

provide specialist technical and cultivation services. Management and the Company's Directors maintain regular direct

contact with all employees and contractors to ensure any concerns they have are considered and action taken if necessary.

Each employee or contractor is given the Company’s employee handbook which sets out the provisions for any concerns.

Suppliers

Procurement of technical and cultivation such as construction, irrigation and lighting rely on the expertise of management

and the availability of those services at the time (both geographically and the supplier’s capacity). Relations with suppliers is

maintained through regular contact, prompt payment and where necessary ensuring high standards of health and safety are

maintained or implemented. Health and safety management by the Company is most important during construction works.

Any contracts for services provided have been undertaken with a clear cap on financial exposure.

Local community

At the subsidiary level, management and the Company's employees maintain excellent relationships with the local

communities where they operate. During the year under review, the Company used local businesses for the provision of

certain services, specifically for construction, earth works and fabrications. This created and will continue to create increased

economic activity in the areas in which the Company operates. Local management also maintains regular dialogue with the

local population and government officials to ensure support for and an informed view of its activities.

Environment

The Company's current activities are restricted to the construction and installation of its cultivation buildings with

groundworks the most environmentally impactful due to the small-scale earth works required. Considerations include

choosing the right cement suppliers and waste companies. As part of the Company's construction phase, baseline

environmental studies were undertaken by the chosen construction. company.

As a company, the Board seriously considers its ethical responsibilities to the communities and environment. we recognise the

importance of operating to the highest standards of compliance across the business, and we have continued to advance our

approach to environmental, social and governance, focusing on identifying those issues that are most material to Hellenic’s

business.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

The Company started in early 2023 implementing a Corporate Social Responsibility (“CSR”) policy designed to support the

United Nations Sustainable Development Goals (“UN SDG”) by actively engaging the local communities, with a focus on

youth and student populations. Further details can be found in the Task Force on Climate related financial disclosures

(“TCFD”) in the Company’s strategic report on pages 10 to 12.

Review of Business in the Period

Operational review

The Company's principal activity is specifically focused on the cultivation and supply of tetrahydrocannabinol (“THC”) -

dominant strains of medical cannabis flowers, destined for the growing medical cannabis markets across Europe. Hellenic’s

core strategy is to develop and operate its 40,000 square metre active cultivation licence from its 195,506 square metre facility

located near Thessaloniki in Northern Greece. In full production, Hellenic is capable of producing over 54,000 kg of dried

flowers per annum.

On 2 August 2021, the Company signed the Sales Purchase Agreement (“SPA”) with Hellenic Dynamics SA and suspension of

trading of the company’s ordinary shares on AIM took place with immediate effect. Following the publication of the

Company’s prospectus dated 14 November 2022 and the subsequent AGM on 15 November 2022, the Company published its

prospectus and completed its proposed acquisition of Hellenic Dynamics SA achieving admission to the Official List (by way

of a standard Listing) and to trading on the London Stock Exchange’s main market for listed securities at 08:00am on 5

December 2022.

Business strategy

Hellenic will take advantage of its relatively low-cost base resulting from a comparatively low cost of power, having its own

running water supply and the labour rates for skilled and semi-skilled labour in Northern Greece. The expanded strategy of

contract cultivation under the Company’s expanded POD strategy will be increased to allow more licensed medical cannabis

distributors to move up the vertical and have the ability to control their own cultivation strategies utilising the experience of the

Hellenic Dynamics team to produce consistent, quality THC dominant strains of medical cannabis flowers.

Financial review

On 30 October 2008, U.K. SPAC Plc was admitted to trading on the AIM, a market operated by the London Stock Exchange.

On 3 March 2021, the Company disposed of its assets and became a cash shell under AIM Rule 15, with the purpose of

acquiring a target company or business or asset(s).

On the 5

December 2022, U.K. SPAC Plc (renamed Hellenic Dynamics Plc) acquired Hellenic Dynamics S.A. via a reverse

takeover, with the enlarged Group’s issued share capital admitted to the Official List (by way of a Standard Listing) and to

trading on the London Stock Exchange’s main market for listed securities.

At the date of the acquisition, U.K. SPAC Plc had 1,852,219,137 Ordinary Shares in issue. Upon Admission, the Company

approved the issue and allotment of 250,000,000 subscription shares, 13,333,333 fee shares and 10,414,447,530 consideration

shares. Immediately on Admission, the enlarged issued share capital of the Company was 12,530,000,000 Ordinary Shares in

issue, all of which were fully paid.

The acquisition of Hellenic Dynamics S.A. by the Company via a reverse takeover, resulted in the Company becoming the

ultimate holding company of the Group.

Accordingly:

• The consolidated statement of financial position at 31 March 2023 shows the share capital and premium of Hellenic

Dynamics Plc.

• The consolidated statement of comprehensive income for the 15-month period to 31 March 2023 represents the results

of both Hellenic Dynamics Plc from the reverse takeover date and Hellenic Dynamics S.A. for the full period.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

• The comparatives within the consolidated statement of financial position, the consolidated statement of comprehensive

income, consolidated statement of changes in equity and the consolidated cashflow statement represent that of the

legal subsidiary and accounting acquirer, Hellenic Dynamics S.A. for the year-ended 31 December 2021.

The transaction was accounted for as a reverse acquisition but as U.K. SPAC Plc did not meet the definition of a business it was

not treated as a business combination under IFRS 3. Instead, in accordance with IFRS 2, the deemed issue of shares to the

original U.K. SPAC Plc shareholders by Hellenic Dynamics Plc was accounted for as a share-based payment, which gives rise

to a non-cash charge in the consolidated statement of comprehensive income of £3.7million, which is included within the

reverse acquisition reserve.

The Reverse Acquisition Accounting is described in more detail in note 9 to these financial statements.

Revenue and cost of sales – no trading activity was recorded in the period, as the Company is completing the build and fit-out

of its cultivation facilities.

Administrative expenses – total costs of £1,147,442 incurred in the 15 month period to 31 March 2023 (12 months to 31

December 2021: £334,560), incorporate staff costs of £296,668 (2021: £81,315), professional service fees (predominately

relating the reverse takeover of U.K. SPAC Plc) of £361,422 (2021: £66,578), promotion and advertising £87,743 (2021:

£49,256), and non-cash share based payment charges of £62,921 (2021: £Nil).

Operating loss – is gross profit less administrative expenses and equates to £1,147,442 in the period to 31 March 2023 (2021:

£334,560).

Reverse acquisition expense – as detailed above, the reverse acquisition of U.K. SPAC Plc by the Company, resulted in a non-

cash share-based payment charge of £3,700,209, due to the difference between the deemed cost and the fair value of the net

assets at acquisition.

Total comprehensive loss for the period – was £4,853,146 (2021: £342,012) after incorporating £15,388 of finance costs (2021:

£14,840) and £9,893 of positive exchange differences (2021: £7,388), in addition to the charges detailed above.

Non-current assets – increased by £106,421 to £961,726 at the period ended 31 March 2023, primarily due to a net £104,103

increase in property, plant and equipment, and by £1,753 increase in the value of the right-of-use assets.

Current assets – increased by £2,130,760 to £2,304,055 at the period end 31 March 2023, resulting from the £1,781,047 cash

balance realised from the reverse acquisitions of U.K. SPAC Plc, and £834,652 of funds arising from the subscription and issue

of the convertible loan note on 5 December 2022.

Current liabilities – increased by £683,738 to £947,695 at the period end 31 March 2023, predominantly due to amounts owed

to professional advisers relating to transaction costs.

Non-current liabilities – increased by £327,012 to a balance of £636,695 at 31

March 2023, relating to £333,695 of convertible

loan notes issued as part of the acquisition, off-set by a reduction in the lease liability.

Total equity and liabilities – at 31 March 2023 were £3,265,781.

Cash flow

Net cash outflow in the 15 month period to 31 March 2023 was £2,112,139 (2021: outflow £4,060), resulting from £294,684 in

cash outflows from operating activities (2021: £381,323), £1,682,722 of net cash flows from investing activities (2021: £87,036

outflow), and £724,101net cash flows from financing activities (2021: 464,299).

Closing cash

As at 31 March 2023, the Company held £2,117,159 of cash and cash equivalents (2021: £5,020).

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Key Performance Indicators

The KPI for the Company during the accounting period to the year ended 31 March 2023 has been to achieve Admission along

with continued works on its facility in Greece to begin the commercial cultivation of medical cannabis flowers for sales to the

growing medical cannabis markets in Europe, in addition to exploring all cost saving measures where possible.

Future Developments and Events Subsequent to the Period End

The Company repaid a convertible loan note post period end and also signed a MoU with Demecan. Further details can be

found in the Chairman’s report on pages 2 to 3.

The Board seeks to maximise shareholder value and is in the process of establishing financial and operational KPIs ahead of the

first cultivation. Financial KPIs are not deemed relevant at this stage by the Directors.

Position of Company’s Business

At the period end the Company's Statement of Financial Position shows net assets totalling £32,937,760 (2022: £2,312,553).

Environmental, Social and Governance Statement

The Company is committed to providing a safe working environment for all its employees and to responsibly manage all of the

environmental interactions of its business.

Health & Safety

The Company is committed to provide a safe working environment. A health and safety policy in place which is given to all

employees of the Company.

Communities

The Company started in early 2023 implementing a Corporate Social Responsibility (“CSR”) policy designed to support the

United Nations Sustainable Development Goals (“UN SDG”) by actively engaging the local communities, with a focus on

youth and student populations. Objective: facilitate school education in the municipality of Kilkis on issues related to

sustainability & biodiversity by:

• Providing educational hardware.

• Pictorial learning material related to the biodiversity of their region created by the local.

• Civil society group “Flora Kristonia”.

• Educational projects designed by a content expert in order to help the teachers utilise the material provided.

• Digital networking to encourage the extroversion of the schools and motivate teacher & pupil engagement through

networking.

UN SDGs addressed:

• Goal 4: Ensure inclusive and quality education for all and promote lifelong learning

• Goal 13: Take urgent action to combat climate change and its impacts

In early 2023 the Company entered into advanced discussion with solar power providers with a view to being reliant on

sustainable energy in due course.

• Goal 15: Sustainably manage forests, combat desertification, halt and reverse land degradation, halt biodiversity loss.

The Company looked at its facility and took the decision not to use pesticides for its grassland rather took the approach to

maintain its grassland by way of regular trimming.

Following consultations with local civil society organisations, in the coming fiscal year, the company’s CSR policy will be

expanded to (a) systematically support the 2nd experimental High School of Kilkis with its sustainability and digital technology

student projects, and (b) additionally cover UN SDGs:

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

• Goal 12: Ensure sustainable consumption and production patterns

• Goal 14: Conserve and sustainably use the oceans, seas and marine resources

Environment

The Company recognises the importance of cultivating and processing medicinal cannabis in a responsible manner, reducing,

where possible, its carbon emissions, water and energy usage, and impact on biodiversity The Company is in the early stages of

devising a policy to incorporate decision metrics and benchmarks in order to set targets for continuous improvement.

Task Force on Climate-related Financial Disclosures (TCFD)

The Board recognises the importance of taking climate related risks and opportunities into account within the Company’s

decision making and governance frameworks, and the need to measure and report on climate related metrics.

Given the very limited timeframe since the reverse acquisition, and the early-stage nature of its operations during the period

under review, the Board is taking steps to address the eleven TCFD recommendations within the four thematic areas detailed

below. Further reporting and disclosure will be made in future annual reports. The Board envisages that all of the eleven

recommendations will be implemented, where possible prior to the publication of the next set of the Company’s annual

accounts.

Governance

1. Describe the Board’s oversight of climate related risks and opportunities.

2. Describe management’s role in assessing and managing climate related risks and opportunities.

The Company does not currently have a climate risk committee, and the Directors are evaluating how to practically and

effectively incorporate the evaluation of climate related risks and opportunities within Board, sub-committee and management

decision-making and reporting. Climate related risks and opportunities are discussed at the Board level when relevant.

Dr Filippos Papadopoulos (Executive Director) currently leads on climate related issues at the Board, based on his prior

Corporate Social Responsibility experience and on-going professional involvement on issues related to sustainability,

biodiversity, agro-ecology and civil society engagement via his role as Director of the Strategic Project Management Office of

the American Farm School (AFS). Joseph Colliver (Non-Executive Director) also provides oversight, and has completed a

short-course in Business Sustainability Management from the Cambridge Institute for Sustainability Leadership (CISL).

3. Describe the climate related risks and opportunities the organisation has identified over the short, medium, and long-term.

4. Describe the impact of climate related risks and opportunities on the organisation’s businesses, strategy, and financial

planning.

5. Describe the resilience of the organisation’s strategy, taking into consideration different climate related scenarios, including a

2°C or lower scenario.

The Board has identified two climate related issues:

1) Energy inputs required to cultivate and process medicinal cannabis.

2) Sourcing of reliable water supply, without polluting the local water table.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Strategy

The Company has taken the following initial actions to address these issues:

• Performed a strategic pivot in June 2021 away from plans to cultivate under glass, reverting instead to a controlled

indoor grow environment, partly to ensure reduce the energy required to cool the facility in the summer and less heat

required in winter.

• The management team of Hellenic Dynamics S.A., supported by the Company’s Board of Directors, are actively

pursuing contractual negotiations to, on the one hand source a renewable and cost-effective solar energy source, and

on the other acquire energy storage capacity as a means of harnessing excess PV capacity.

• Currently installing a closed-loop irrigation systems, sourced from an on-sight bore hole (reducing carbon emissions

related to the transport of water), with wastewater purified to ensure excess nutrients and other waste products such as

fertilisers are not released into the local water supply, by way of a water remediation system utilising ultraviolet light.

The Company is evaluating the impact of climate related opportunities and risks within its business strategy and financial plan

and will be in a position to report further in future annual reports.

Risk management

6. Describe the organisations processes for identifying and assessing climate related risks.

7. Describe the organisations processes for managing climate related risks.

8. Describe how processes for identifying, assessing, and managing climate related risks are

integrated into the organisation’s overall risk management.

The Company is in the process of embedding climate considerations within the risk management framework of its controlled

environment operating model.

The following climate change related risks have been identified initially:

• Potential for higher input costs from increased temperatures to maintain an optimum grow environment in terms of

temperature, humidity, and air purity (via a heating, ventilation and air conditioning (HVAC) systems) and exposure to

microbiology.

• Competition for equity and debt capital to fund storage or excess PV capacity, and competition to source solar energy

supplies.

• Potential for higher input costs for building materials.

• Potential disruption to the supply of clean water from the on-site bore hole, requiring costly alternative water supply

from external suppliers.

• Supplier disruption.

• Future patient / consumer demand for lower carbon emission product.

• Increased frequency of wildfires.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Metrics & targets

9. Disclose the metrics used by the organisation to assess climate related risks and opportunities in line with its strategy and risk

management process.

10. Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas (GHG) emissions and the related risks.

11. Describe the targets used by the organisation to manage climate related risks and opportunities and performance against

targets.

The Directors are aware of need to measure and control emissions. However, due to the limited activities in the period under

review, the Company did not consume more than 40,000kWh of energy, and its emissions are therefore not disclosed.

In the future, the Company will only measure the impact of its direct activities, as the full impact of the entire supply chain of

its suppliers cannot be measured practically.

Due to the nature of the pre-production early stage of the Company the Board feels that exposure to climate related risks is low

at present, however will look more closely at this issue once the Company is in it’s operational phase and will put in place a

climate related strategy. In addition the Company will obtain relevant data, wherever possible to comply with the TCFD

recommendations, however based on the current stage of the Company we have not acquired any data at of the date of this

document and therefore have not faced any challenges in the gathering of any data.

Hellenic Dynamics headquartered in the United Kingdom which has made a commitment in the Climate Change Act 2008

(2050 Target Amendment) Order 2019. Due to the early stage of the Company there is currently no transition plan in place. As

the Company moves into its operational phase this position will be reconsidered prior to the publication of the Company’s next

set of annual accounts.

Employee information

At present, there are no female Directors in the Company. The Company has a Non-Executive Chairman and one Non-

Executive Director and two Executive Directors. There are also five members of the Advisory Board. The Company is

committed to equality and, if future roles are identified, a wide-ranging search would be completed with the most appropriate

individual being appointed irrespective of gender or race.

Human rights matters

The Company ensures that employment practices take into account the necessary diversity requirements and compliance with

all employment laws. The Board has experience in dealing with such issues and sufficient training and qualifications to ensure

they meet all requirements.

Anti-corruption and anti-bribery policy

The government of the United Kingdom has issued guidelines setting out appropriate procedures for companies to follow to

ensure that they are compliant with the UK Bribery Act 2010. The Company has conducted a review into its operational

procedures to consider the impact of the Bribery Act 2010 and the Board has adopted an anti-corruption and anti-bribery policy.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Principal Risks and Uncertainties

The Company operates in an uncertain environment and is subject to a number of risk factors. The Directors consider the

following risk factors are of particular relevance to the Company's activities although it should be noted that this list is not

exhaustive and that other risk factors not presently known or currently deemed immaterial may apply.

Risks/Uncertainties to the Company

Issue

Risk/Uncertainty

Mitigation

Hellenic will not

undertake business

activities until it has

obtained all relevant

licences, approvals,

and consents

The licencing structure of the Greek

government is based on a phased

approach, where the Company must

have an operational licence to

commercially cultivate medical

cannabis flowers for commercial sale

The licence awarded to the Company is for 40,000 square

meters of active cultivation of THC dominant strains of

medical cannabis. The progression to the commercial

stage is based on the submission of four self-certified

affidavits, confirming the Company does not use port

facility, does not use propane, has full fire and safety

measures and lastly has taken a full power reading of

power consumption. The Company will submit the last

power self-certified affidavit within a few weeks of the

publication of this report to commence commercial

cultivation activities.

The Group may fail to

meet import

requirements, in

respect of its medical

cannabis flowers and

non-compliance could

limit, restrict, or delay

the generation of

revenues within the

primary target

markets.

All markets the Group is looking to sell

medical cannabis products into vary

with regards to the import requirements.

Germany is the Company’s initial target

market, which has one of the strictest

quality controls with regards to

microbiology and heavy metals in

Europe. Failure to comply to these

quality control import requirements may

delay the Company’s generation of

revenues.

The Company will only cultivate medical cannabis in a

fully indoor and fully controlled environment. In such an

environment cannabis crops are considered to have

significantly less exposure to microbiology and by

utilising the correct substrate, which the Company has

chosen to be a mixture of rock wool and coconut husk,

devoid the plant of heavy metals. Furthermore, by moving

to a POD contract cultivation strategy, the POD owners

are the end buyers and can ensure further quality issues are

adhered to for their own products for export from Greece

to the distributors target market.

The operations of

Hellenic are subject to

a new and evolving

sector and are subject

to change

Hellenic Dynamics has only been

operating its business since 2019 and

with a limited operational history, there

is inherent uncertainty in relation to

Hellenic’s business strategy. There can

be no guarantee that Hellenic’s business

model and development initiatives will

be successful, or even if they are

successful, able to generate the revenue

which is anticipated.

Having gone through the process of gaining its Admission,

the Company has obtained significant information about

the legislative nature of the medical cannabis industry

across Europe. The Company has continued to ensure it is

always informed about changes in the industry and is

ready and agile enough to adapt wherever necessary, as it

proved by the move to a POD concept.

The Group is reliant

on a small number of

key employees and

consultants. There is

no guarantee that

employment

agreements, service

contracts or consulting

agreements will not be

terminated, or that

they will be renewed

Since inception the progress of Hellenic

to date has been in large part due to the

experience of its founders, Directors

and management team. There is no

assurance that Hellenic will be able to

retain the services of these persons

The Company offers incentives to its directors and

management teams through participation in an options

scheme, linking them to the to the long-term success of the

business. The Company also offers education and training

to personnel and has been successful in its recruitment

endeavours.

The team is well motivated for the success of the business

and its long-term ambitions.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Composition of the Board

A full analysis of the Board, its function, composition and policies, is included in the Corporate Governance Report on pages 16

and 17.

Capital structure

The Company's capital consists of ordinary shares which rank Pari passu in all respects and which are admitted to the Official

List (by way of a Standard Listing) and are traded on which are traded on Main Market of the London Stock Exchange. There

are no restrictions on the transfer of securities in the Company or restrictions on voting rights and none of the Company's shares

are owned or controlled by employee share schemes. There are no arrangements in place between shareholders that are known

to the Company that may restrict voting rights, restrict the transfer of securities, result in the appointment or replacement of

Directors, amend the Company's articles of association or restrict the powers of the Company's Directors, including in relation

to the issuing or buying back by the Company of its shares or any significant agreements to which the Company is a party that

take effect after or terminate upon, a change of control of the Company following a takeover bid or arrangements between the

Company and its Directors or employees providing for compensation for loss of office or employment (whether through

resignation, purported redundancy or otherwise) that may occur because of a takeover bid.

Approved by the Board and signed on its behalf by:

Sir Anthony Jolliffe

Non-Executive Chairman

Date: 31 July 2023

Hellenic Dynamics

has to date been loss

making and remains at

an early stage of

development

As at the date of this document,

Hellenic had not generated any

revenues. The ability of the Company to

generate revenues is dependent upon the

factors listed above.

The Company’s management and Directors have made

significant in-roads to medical cannabis distributors across

Europe to increase the addressable market for its products.

It is envisaged that the cultivation and production in the

first phase of the Company’s growth will be sold through

the Company’s existing term-sheets. Further supply

agreements are at an advanced stage.

Failure to adhere to

the licence regulations

could result in loss of

license

Hellenic must at all times be in

adherence to the regulations set out in

the Company’s licence and all future

licences granted by the Greek

government. If Hellenic or its

management team, Directors and

employees are found in breach of any

conditions of its licence(s) this could

result in the loss of licence.

The management and Directors of the Company are in

direct contact with the Greek cannabis cultivation

licensing authorities, thus keeping the Company informed

for any changes or potential changes to the licensing

requirements. Company’s management discusses its

licensing obligations on monthly basis to ensure

adherence. Furthermore, the Company will conduct a full

criminal back ground check on key management personnel

on an annually basis and currently ensures the Company’s

Greek Good Standing status is met. Both criminal

background checks and a certificate of good standing with

the Greek tax office are considered to be the most

important elements of adhering to the Company’s licence

obligations.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

CORPORATE GOVERNANCE REPORT

FOR THE PERIOD ENDED 31 MARCH 2023

Introduction

The Directors recognise the importance of sound corporate governance and seek to apply The Quoted Company Alliance

Corporate Governance Code for Small and Medium size Companies (2018) (the ‘QCA Code’), which they believe is the most

appropriate recognised governance code for a company of the Company’s size admission to the Official List (by way of a

Standard Listing) and to trading on the London Stock Exchange’s main market for listed securities. The Directors believe that

the QCA Code will provide the Company with the framework to help ensure that a strong level of governance is developed and

maintained, enabling the Company to embed a governance culture into its organisation. A copy of the QCA Code is publicly

available at www.theqca.com.

The QCA Code has ten principles of corporate governance that the Company has committed to apply within the foundations of

the business. These principles are:

1. establish a strategy and business model which promote long-term value for

shareholders;

2. seek to understand and meet shareholder needs and expectations;

3. take into account wider stakeholder and social responsibilities and their

implications for long term success;

4. embed effective risk management, considering both opportunities and threats,

throughout the organisation;

5. maintain the Board as a well-functioning balanced team led by the Chair;

6. Ensure that between them the Directors have the necessary up to date

experience, skills and capabilities;

7. evaluate Board performance based on clear and relevant objectives, seeking

continuous improvement;

8. promote a corporate culture that is based on ethical values and behaviours;

9. maintain governance structures and processes that are fit for purpose and

support good decision-making by the Board; and

10. Communicate how the Company is governed and is performing by maintaining a

dialogue with shareholders and other relevant stakeholders.

Here follows a short explanation of how the Company applies each of the principles, including where applicable any deviation

from those principles.

Business model and strategy

The Board believes that considerable shareholder value can be delivered if the Company remains focused on its strategy of

medical cannabis contract cultivation aligned to the growing medical cannabis markets across Europe. In our efforts to be the

dominant wholesale supplier of medical cannabis flowers in Europe, we have established a solid network of key strategic

partners to assist us in achieving our goals.

Understanding shareholder needs and expectations

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. During the

period the Directors have met with shareholders to discuss issues and provide feedback over the Company’s evolving strategy.

In addition, all shareholders were invited to attend the annual general meeting (“AGM”) that was held in 2022 and are again

encouraged to attend the next AGM, details of which will be published in due course. Investors also have access to current

information on the Company through its website, www.hellenicdynamics.com and the various Hellenic social media channels

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

CORPORATE GOVERNANCE REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Considering wider stakeholder and social responsibilities

The Board recognises that the long-term success of the Company is reliant upon open communication with its internal and

external stakeholders: employees, investee companies, shareholders, contractors, suppliers, regulators and other stakeholders.

The Company has an ongoing relationship with a broad range of its stakeholders as part of the Company’s corporate social

responsibility (“CSR”) strategy and has regular and direct interaction where it provides these stakeholders with opportunities to

raise issues and provide feedback to the Company. Further details on the Company’s corporate social responsibility can be

found in the strategic report on page 9.

Risk management

The Board is responsible for ensuring that procedures are in place and being implemented effectively to identify, evaluate and

manage the significant risks faced by the Company. It has an established a framework of internal financial controls to address

financial risk and is regularly reviewing the non-financial risks to ensure all exposures are adequately managed. Due to the

early stage and size of the Company the Board has not set an internal audit procedure in place in this period. The principal risks

and uncertainties are as set out in the Strategic and Corporate Governance Report on pages 13 to 14.

Well functioning Board of Directors

The Board currently comprises of a Non-Executive Chair, Sir Anthony Joliffe, the Chief Executive, Davinder Rai, Filippos

Papadopoulos as Executive Director and Joseph Colliver as a Non-Executive Director. Both Sir Anthony and Joseph Colliver

considered to be a fully independent Non-Executive Directors with neither holding any Ordinary Shares in the Company.

Board of Directors

Sir Anthony Jolliffe – Non-Executive Chairman (appointed 5 December 2022)

City accountant and international trade pioneer, Sir Anthony formed his own accountancy practice in 1965 which he grew into

a multinational operation with offices in 44 countries and over 200 partners. Sir Anthony’s global career included many

directorships of private and public companies in the UK, USA, China, Japan, Canada and South America. After leading the sale

of DHL to Japan Airlines, Sir Anthony embarked on numerous business projects in international trade, he was on the board of

Walker Greenbank, which currently trades on AIM as Sanderson Design Group PLC (SDG), Sir Anthony has also been the

chairman of Smart Pensions, which is authorised and supervised by the Pensions Regulator. He was knighted GBE in 1982 and

also holds the Knight Order of St. John, Order of Adbul Azziz – Saudi Arabia, Order of Nepal, Order of the Orange –

Netherlands, Hon Doctor of science – City of London University and Hon Doctor of Music – Guildhall school of music. Some

of his past public duties have included being the Lord Mayor of London, Sheriff of London, President of the London Chamber

of Commerce, Chairman of the Police Dependants Trust, Chairman of Stoke Mandeville Hospitals and Treasurer and Vice

President of the European League for Economic Co-operation.

Joseph Colliver – Non-Executive Director (appointed 5 December 2022)

A qualified Fellow Chartered Accountant with finance, regulatory, commercial and management consulting experience across

the life sciences, professional services, and other sectors. Joseph is currently the CFO and main board director of Phytome Life

Sciences Plc, a CRO and early-stage drug developer of advanced agro-pharmaceutical technologies and plant-derived

biotherapeutics, and non-executive Chairman of Psych Capital PLC, a biotech company developing therapeutic treatments, drug

development, and media and communication platforms. Previously CFO of Sativa Group Inc. (renamed Goodbody Health Ltd)

a life sciences company operating in the CBD wellness and medical cannabis space, where Joseph led the reverse takeover of

Stillcanna Inc, via a scheme of arrangement. Prior to this, Joseph held senior finance and commercial roles within the Kantar

arm of WPP Group Plc for a decade, after qualifying in audit with Mazars LLP.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

CORPORATE GOVERNANCE REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Board of Directors (continued)

Dr Filippos Papadopoulos – Executive Director (appointed 5 December 2022)

Dr. Filippos Papadopoulos holds a PhD from London School of Economics and M.A. in International Relations from the

University of Sussex; he is currently the Director of the Strategic Project Management Office of the American Farm School

(AFS). In this capacity he is responsible for the two Agricultural Entrepreneurship Centres run by AFS and oversees projects in

over thirty locations throughout Greece. In addition, he is coordinating EU- funded research & innovation projects, the Internet

of Food Alliance (InoFA) cluster and oversees the AFS private LoRaWAN pilot network throughout Greece. Building and

managing multi-actor alliances between research institutes, civil society organisations and the real economy is one of his core

activities. His fields of interest include Diffusion of Technical Innovation, Community of Practice Building, Consumer

Behaviour, Entrepreneurship, Organisational Culture & Climate, Leadership and Management.

Davinder Rai – Chief Executive Officer (appointed 5 December 2022)

Davinder has a wide breath of experience, actively investing in and operating businesses and interests with a focus on natural

resources, technology and entertainment, globally. Davinder has held senior board positions for a number of private and public

companies spanning Europe and North America. Having left university, Davinder went on to become an independent

commodities trader, specifically involved in the sale and purchase of minerals from West Africa and Asia. Davinder has daily

interactions with global leaders and industry pioneers.

All Directors are subject to re-election in accordance with both the requirements of the UK Companies Act 2006. The letters of

appointment for all Directors stipulate the time commitment that each Director is expected to provide to the Company. The

Executive Directors are contracted to provide these services on an exclusive basis, though Board approval may be given to

engage in outside paid work. The Non-Executive Directors acknowledge in their letter of appointment that the nature of the role

makes it impossible to be specific on maximum time commitment, but that there will be a minimum of 2-3 days a month, which

will include preparation for and attendance at monthly board meetings. The Board Non-Executive Chairman serves as chair of

every meeting of the Board of Directors.

The Board is expected to meet at least 6 times per year. It has established an Audit Committee, Remuneration Committee and

Nominations Committee, particulars of which can be found on pages 29 to 35.

Attendance at Board and Committee meetings

The Company will report annually in the Directors’ Report on the number of committee meetings held during the year and the

attendance record of individual Directors. Directors meet formally and informally both in person and by telephone.

Board Meeting frequency and attendance

Member

Position

Appointed

Resigned

Meetings attended

Peter Jay

Chairman

16/12/2022

12 of 12

Brent Nigel Fitzpatrick

Non-Executive Director

05/12/2022

12 of 12

Simon Grant-Rennick

Non-Executive Director

05/12/2022

12 of 12

Sir Anthony Jolliffe

Non-Executive Chairman

05/12/2022

3 of 3

Joseph Colliver

Non-Executive Director

05/12/2022

3 of 3

Filippos Papadopoulos

Executive Director

05/12/2022

3 of 3

Davinder Rai

CEO

05/12/2022

3 of 3

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

CORPORATE GOVERNANCE REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Appropriate skills and experience of the Directors

The Board currently consists of two Executive Directors and two Non-Executive Directors and, in addition, the Company has

employed the outsourced services of Ben Harber of Shakespeare Martineau LLP (SGH Company Secretaries Limited),

appointed 16 December 2022, to act as the Company Secretary. The Company believes that the Directors have wide ranging

experience working for, and, or advising businesses operating within the public markets and cannabis space. They also have an

extensive network of relationships to reach key decision-makers to help achieve their strategy.

The Board recognises that it currently has a limited, all male, Board and does not have a Finance Director. This will form a part

of any future recruitment consideration if the Board concludes that replacement or additional Directors are required. The Board

is aware, that as it grows, it will look to recruit and develop a diverse and gender-balanced team.

There is no formal process to keep Directors’ skill sets up-to-date given their wealth of experience. However, the Company’s

auditors, brokers and financial advisers provide regular updates on governance, financial reporting and the Listing Rules and

the Board is able to obtain advice from other external bodies when necessary.

Evaluation of Board performance

Internal evaluation of the Board, the Committees and individual Directors will be undertaken on an annual basis in the form of

peer appraisal and discussions to determine the effectiveness and performance against targets and objectives. As a part of the

appraisal the appropriateness and opportunity for continuing professional development whether formal or informal is discussed

and assessed.

Corporate culture

The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Company as a

whole which in turn will impact the Company’s performance. The Directors are very aware that the tone and culture set by the

Board will greatly impact all aspects of the Company and the way that consultants or other representatives behave. The

corporate governance arrangements that the Board has adopted are designed to instil a firm ethical code to be followed by

Directors, consultants and representatives alike throughout the entire organisation. The Company strives to achieve and

maintain an open and respectful dialogue with representatives, regulators, suppliers and other stakeholders. Therefore, the

importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate

objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that this flows through all that

the Company does. The Directors consider that at present the Company has an open culture facilitating comprehensive dialogue

and feedback and enabling positive and constructive challenge. The Company has adopted, with effect from the date on which

its shares were admitted to the LSE’s main market for listed securities, a code for Directors' dealings in securities which is

appropriate for a company whose securities are traded on the main market of the LSE and is in accordance with the

requirements of the Market Abuse Regulation which came into effect in 2016.

Issues of bribery and corruption are taken seriously. The Company has a zero-tolerance approach to bribery and corruption and

has an anti-bribery and corruption policy in place to protect the Company, its employees and those third parties to which the

business engages with. The policy is provided to staff upon joining the business and training is provided to ensure that all

employees within the business are aware of the importance of preventing bribery and corruption. Each employment contract

specifies that the employee will comply with the policies. There are strong financial controls across the business to ensure on

going monitoring and early detection.

Bribery & Corruption

The Company takes bribery and corruption seriously as such the Company has a robust Bribery and Corruption policy in place

that is presented to all members of the Hellenic team.

Annual General Meeting

The Company will announce the date of the next AGM in Q3 of the Company’s fiscal year and details will be published via the

regulatory news service (“RNS”).

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

CORPORATE GOVERNANCE REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Maintenance of governance structures and processes

The Company’s governance structures are appropriate for a company of its size. The Board also meets regularly, and the

Directors continuously maintain an informal dialogue between themselves. The Non-Executive Chairman is responsible for the

effectiveness of the Board and the Chief Executive Officer has primary contact with shareholders. The execution of the

Company’s investment strategy is a matter also reserved for the Chief Executive Officer.

Remuneration Committee

The Company has established a Remuneration Committee, to assist the Board in determining its responsibilities in relation to

remuneration, including making recommendations to the Board on the policy on remuneration.

The report of the Remuneration Committee is included in this Annual Report. Formal terms of reference for the Remuneration

Committee have been documented and will be made available for review at the next AGM.

As of the 5 December 2022, Sir Anthony Jolliffe was appointed as chair of the Remuneration Committee as independent Non-

Executive Director along with Davinder Rai (CEO).

Audit and Risk Committee

The Company has established an Audit Committee with delegated duties and responsibilities. During the period, there were two

members of the Audit Committee being Joseph Colliver (chair) as independent Non-Executive Director and Amit Parhar.

Joseph who is a fellow chartered accountant who qualified in audit practice with Mazars LLP, and is an experienced board

director and chief financial officer who has significant corporate governance, financial control and risk management

experience. Amit is the Company’s Head of financial Operations and during his career has held budget and P&L

responsibilities and fully understands the requirements of independent audit. The Audit Committee is responsible, amongst

other things, for making recommendations to the Board on the appointment of auditors and the audit fee, monitoring and

reviewing the integrity of the Company's financial statements and any formal announcements on the Company's financial

performance as well as reports from the Company's auditor on those financial statements. In addition, the Audit Committee will

review the Company's internal financial control and risk management systems to assist the Board in fulfilling its responsibilities

relating to the effectiveness of those systems, including an evaluation of the capabilities of such systems in light of the expected

requirements for any specific acquisition target.

The Audit Committee meets with the auditors at least twice a year and more frequently if required.

Terms of reference of the Audit Committee will be made available upon written request.

The Audit Committee report is included on pages 32 to 34.

Nomination Committee

The Company has established a Nomination Committee, the members of which are Sir Anthony Jolliffe, Davinder Rai and

Filippos Papadopoulos. The committee meets as required to fulfil its duties of reviewing the Board structure and composition

and identifying and nominating candidates to fill Board vacancies as they arise.

Terms of reference of the Nomination Committee will be made available upon written request.

The Nomination Committee report is included on page 35.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

CORPORATE GOVERNANCE REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Other governance matters

All of the Directors are aware that independent professional advice is available to each Director in order to properly discharge

their duties as a Director. In addition, each Director and Board committee has access to the advice of the Company Secretary.

The Company Secretary

The Company Secretary is SGH Company Secretaries Limited who are responsible for the Board complying

with UK procedures.

Effectiveness

For the period under review the Board comprised of a Chairman and two Non-Executive Directors prior to the completion of

the Admission and reverse takeover of Hellenic Dynamics SA after which the Board comprised of two Directors and two Non-

Executive Directors.

The Directors are of the view that the Board and its committees consist of Directors with an appropriate balance of skills,

experience, independence and diverse backgrounds to enable them to discharge their duties and responsibilities effectively.

Independence

The Non-Executive Directors bring a broad range of business and commercial experience to the Company. The Board considers

all the Non-Executive Directors to be independent in character and judgement; this has been explored in more detail on pages

16 to 17.

Appointments

The Board is responsible for reviewing the structure, size and composition of the Board and Advisory Board and making

recommendations to the Board with regards to any required changes.

Commitments

All Directors have disclosed any significant commitments to the Board and confirmed that they have sufficient time to

discharge their duties.

Induction

All new Directors received an informal induction as soon as practical on joining the Board. No formal induction process exists

for new Directors, given the size of the Company, but the Non-Executive Chairman and CEO ensures that each individual is

given a tailored introduction to the Company and fully understands the requirements of the role.

Conflict of interest

A Director has a duty to avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or

possibly may conflict with the interests of the Company. The Board had satisfied itself that there is no compromise to the

independence of those Directors who have appointments on the Boards of, or relationships with, companies outside the

Company. The Board requires Directors to declare all appointments and other situations which could result in a possible

conflict of interest.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

CORPORATE GOVERNANCE REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Board performance and evaluation

The Non-Executive Chairman normally carries out an annual formal appraisal of the performance of the other Directors which

takes into account the objectives set in the previous year and the individual's performance in the fulfilment of these objectives.

Although the Board consisted of four male Directors, the Board supports diversity in the Boardroom and the Financial

Reporting Council's aims to encourage such diversity and has a equality, diversity and inclusion policy in place. Aside from the

Directors, there are five members of the management team and five members of the Advisory Board. The following table sets

out a breakdown by gender at 31 March 2023:

Number of

board

members

Percentage of

the board

Number of senior positions

on the board (CEO, CFO,

SID and Chair)

Number in

executive

management

Percentage of

executive

management

Men

100%

Women

Not specified/prefer

not to say

The Board has not met the following targets on board diversity as at 31 March 2023:

1. at least 40% of the individuals on its board of directors are women;

2. at least one of the following senior positions on its board of directors is held by a woman: (A) the chair; (B) the Chief

Executive; (C) the senior independent director.

Due to the size of the Company at present the Company has opted to operate a small board, where 50% of the Board comprises

of the original founding shareholders it has therefore not been possible for the Board to meet the target above. As the Company

progresses to its next stage of revenue generation and expansion the Company has and always will implement an equal

opportunities programme for employment.

Number of

board

members

Percentage of the

board

Number of

senior positions

on the board

(CEO, CFO, SID

and Chair)

Number in

executive

management

Percentage of

executive

management

White British or White

(including minority-

white groups)

75%

50%

Mixed/Multiple Ethnic

Groups

Asian/Asian British

25%

50%

Black/African/Caribbe

an/Black British

Other ethnic group,

including Arab

Not specified/prefer

not to say

The Board has met the following targets on Board diversity as at 31 March 2023;

1. at least one individual on its board of directors is from a minority ethnic background, such data is collected as part

of the enrolment strategy for all members of the wider Group and covered in the Company’s Employee Handbook.

Due to the size of the Company in its pre-revenue stage and with regards to its operations in Greece, the Directors do not

foresee any risks in being able to meet or continue to meet the board diversity targets in the next accounting period.

The Board will pursue an equal opportunity policy and seek to employ those persons most suitable to delivering value for the

Company.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

CORPORATE GOVERNANCE REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Management

The Group has five members of its management team in the wider Group:

Number of Management

Percentage of management

Men

60%

Women

40%

Not specified/prefer not to say

Due to the size of the Group in its pre-revenue stage and with regards to its operations in Greece, the Directors do not foresee

any risks in being able to meet or continue to meet the management diversity targets in the next accounting period, only of such

positions and applicants for such positions are deemed suitable for the roles.

The Group will pursue an equal opportunity policy and seek to employ those persons most suitable to delivering value for the

Company.

Accountability

The Board is committed to providing shareholders with a clear assessment of the Company's position and prospects. This is

achieved through this report and as required other periodic financial and trading statements. The Board has made appropriate

arrangements for the application of risk management and internal control principles. The Board has delegated to the Audit

Committee oversight of the relationship with the Company's auditors as outlined in the Audit Committee report on pages 32 to

34.

Going concern

The Directors, whilst they draw attention to the material uncertainty that exists at the date of these financial statements,

nevertheless consider it appropriate to continue to adopt the going concern basis of accounting in preparing the financial

statements. In making their assessment of going concern, the Directors have reviewed forecasts for the newly formed Group,

for a period of at least 12 months from the date of approval of these financial statements. The Group is not currently generating

revenues, and therefore an operating loss has been reported in the period. Revenues from the first cultivation cycle are

expected in the second half of the calendar year.

Taking into account the redemption of the £375,000 convertible loan note in early July and the realisation of significant cost

savings against its initial budget for the purchase of plant and equipment, the Directors have assessed the cash requirements of

the Group in terms of operational costs, capital expenditure, gross profit contribution from the initial sales of product and the

financial resources available to the Group including the following sources of funding:

• On the 6 July 2023, the Company announced advanced late stage discussions with a number of funding sources,

including a number of grant applications.

• The Directors are in advanced discussions with a financial institution pertaining to a capital debt draw-down facility.

• Discussions with brokers and corporate finance advisors regarding potential future equity rounds.

Based on achieving successful cultivation cycles and the sale of crops, securing only one of the grant applications currently in

progress, implementing savings in discretionary operational spend and delaying capital investment, the Directors, whilst

acknowledging the material uncertainty that exists at the date of these financial statements, nevertheless are confident of

maintaining sufficient working capital for the twelve-month period from the date of this report.

The auditors make reference to the material uncertainty in the Auditors’ report on page 37.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

CORPORATE GOVERNANCE REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Internal controls

The Board of Directors reviews the effectiveness of the Company's system of internal controls in line with the requirement of

the Code. The internal control system is designed to manage the risk of failure to achieve its business objectives. This covers

internal financial and operational controls, compliance and risk management. The Company had necessary procedures in place

for the period under review and up to the date of approval of the annual report and financial statements. The Directors

acknowledge their responsibility for the Company's system of internal controls and for reviewing its effectiveness. The Board

confirms the need for an ongoing process for identification, evaluation and management of significant risks faced by the

Company. The Directors carry out a risk assessment before signing up to any commitments. This is by way of either arranged

Board meetings or informal meeting of the Board.

The Directors are responsible for taking such steps as are reasonably available to them to safeguard the assets of the Company

and to prevent and detect fraud and other irregularities.

Shareholder relations

Communication and dialogue

Open and transparent communication with all shareholders is given high priority and there is regular dialogue, as well as

general presentations made at the time of the release of this annual report as per page 15. All Directors are kept aware of

changes in major shareholders in the Company and are available to meet with shareholders who have specific interests or

concerns. The Company issues its results promptly and also publishes them on the Company's website. Regular updates to

record news in relation to the Company cultivation and other business and supporting activities by way of RNS Reach, RNS

and press by way of PR and via the Company’s various social media accounts. This is in addition to updates to the Company’s

website.

The Directors are available to meet or talk with shareholders to discuss any issues and gain an understanding of the Company's

business, its strategies and governance.

Annual General Meeting (“AGM”)

At every AGM individual shareholders are given the opportunity to put questions to the Chairman and to other members of the

Board that may be present. Notice of the AGM is sent to shareholders at least 21 working days before the meeting. Details of

proxy votes for and against each resolution, together with the votes withheld are announced to the London Stock Exchange and

are published on the Company's website as soon as practical after the meeting.

This Governance Report was approved by the Board and signed on its behalf by:

Anthony Jolliffe

Non-Executive Director

Date: 31 July 2023

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

DIRECTORS’ REPORT

FOR THE PERIOD ENDED 31 MARCH 2023

The Directors present their report with the audited financial statements of the Group for the period ended 31 March 2023. A

commentary on the business for the period is included in the Chairman's Statement on pages 2 to 3. A review of the business is

also included in the Strategic Report on pages 6 to 14.

General information

Registered office 21 Arlington Street

London

SW1A 1RN

United Kingdom

Company registration No. 06374598 (England and Wales)

Wholly owned subsidiary Hellenic Dynamics SA

Chorigi – Kilkis

P.C. 6100

Greece

The Company’s ordinary Shares of £0.001 each (“Ordinary Shares”) are admitted to the Official List (by way of a Standard

Listing) and to trading on the London Stock Exchange’s main market for listed securities. The Listing Rules set out the listing

obligations for a Standard Listed company.

Directors

The Directors of the Company during the period and their beneficial interest in the Ordinary Shares of the Company at 31

March 2023 were as follows:

Director

Position

Appointed

Resigned

Ordinary

Options

Sir Anthony Jolliffe

Non-Executive

Chairman

05/12/2022

93,975,000

Joseph Colliver

Non-Executive

Director

05/12/2022

62,650,000

Filippos

Papadopoulos

Director

05/12/2022

982,963,319

62,650,000

Davinder Rai

CEO

05/12/2022

452,923,219

250,600,000

Peter Jay

Chairman

16/12/2022

36,664,557

46,305,478

Nigel Brent

Fitzpatrick

Non-Executive

Director

05/12/2022

17,721,519

32,413,835

Simon Grant-Rennick

Non-Executive

Director

05/12/2022

32,413,835

Qualifying Third Party Indemnity Provision

At the date of this report, the Company has an indemnity policy in place for all four Directors.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

DIRECTORS’ REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Substantial shareholders

As at 31 March 2023, the total number of issued Ordinary Shares with voting rights in the Company was

12,530,000,000. Details of the Company's capital structure and voting rights are set out in note 17 to the financial statements.

The Company has been notified of the following interests of 3 per cent or more in its issued share capital as at 31 March 2023.

No changes have been disclosed to the Company since year ended 31 March 2023 to the date of this report.

Party Name

Number of Ordinary Shares

% of Share Capital

George Papadopoulos

2,936,796,770

23.44%

Samos Investments Limited

2,061,288,134

16.45%

Vidacos Nominees Limited

1,121,288,149

8.95%

Keynes Ventures Limited

1,024,371,061

8.18%

Filippos Papadopoulos

982,963,319

7.74%

JAMES BREARLEY CREST NOMINEES

LIMITED

595,238,095

4.75%

Davinder Rai

447,024,327

3.57%

Financial instruments

Details of the use of the Company's financial risk management objectives and policies as well as exposure to financial risk are

contained in the accounting policies and note 24 of the financial statements.

Emissions

The Company is aware that it needs to measure its operational carbon footprint in order to limit and control its environmental

impact. However, given the very limited nature of its operations during the period under review, requiring significantly less

than 40,000kWh of energy, it has not been practical to measure its carbon footprint in the period.

In the future, the Company will only measure the impact of its direct activities, as the full impact of the entire supply chain of

its suppliers cannot be measured practically.

Dividends

The Directors do not propose a dividend in respect of the period ended 31 March 2023 (2022: nil).

Future developments and events subsequent to the period end

The Company has adopted a contract cultivation product outsourcing and development (“POD”) concept and repaid a

convertible loan note post year end. Further details can be found in the Chief Executive Officers report on page 4.

Corporate Governance

The Corporate Governance report forms part of the Director's Report and is disclosed on pages 24 to 27.

Going Concern

The Company's business activities, together with facts likely to affect its future operations and financial and liquidity positions

are set out in the Chairman's Statement and also note 24 to of the financial statements. In addition, note 24 to the financial

statements disclose the Company's financial risk management policy.

The Directors, whilst they draw attention to the material uncertainty that exists at the date of these financial statements,

nevertheless consider it appropriate to continue to adopt the going concern basis of accounting in preparing the financial

statements. The going concern statement is detailed in full in note 2.1 of the consolidated financial statements. In making their

assessment of going concern, the Directors have reviewed forecasts for the newly formed Group, for a period of at least 12

months from the date of approval of these financial statements. The Group is not currently generating revenues, and therefore

an operating loss has been reported in the period. Revenues from the first cultivation cycle are expected in the second half of

the calendar year.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

DIRECTORS’ REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Auditors

The Board appointed PKF Littlejohn LLP as auditors of the Company on 6 March 2023 They have expressed their willingness

to continue in office and a resolution to reappoint them will be proposed at the Annual General Meeting.

Statement of Directors' responsibilities

The Directors are responsible for preparing the Annual Report alongside the financial statements in accordance with applicable

law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have

prepared the financial statements in accordance with UK-adopted international accounting standards ("UK-adopted IAS")

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 the Company and of the profit or loss of the Group for that year. The Directors

are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies with

a Standard Listing.

In preparing these financial statements, the Directors are required to:

• Select suitable accounting policies and then apply them consistently

• Make judgments and accounting estimates that are reasonable and prudent

• State whether applicable UK-adopted international accounting standards ("UK-adopted IAS")

• have been followed, subject to any material departures disclosed and explained in the financial statements; and

• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will

continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and the

Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company

and enable them to ensure that the financial statements and the Remuneration Committee Report comply with the Companies

Act 2006. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable

steps for the prevention and detection of fraud and other irregularities. They are also responsible to make a statement that they

consider that the annual report and accounts, taken as a whole, is fair, balanced, and understandable and provides the

information necessary for the shareholders to assess the Group and the Company's position and performance, business model

and strategy.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the

Company's website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements

may differ from legislation in other jurisdictions.

Statement of Directors' responsibilities pursuant to Disclosure Guidance and Transparency Rule

Each of the Directors, whose names and functions are listed on page 24 confirm that, to the best of their knowledge and belief:

• the financial statements prepared in accordance with UK-adopted international accounting standards ("UK-adopted

IAS"), give a true and fair view of the assets, liabilities, financial position and loss of the Group and the Company and

the undertakings included in the consolidation taken as whole; and

• the management report, as required by the Disclosure Guidance and Transparency Rules of the Financial Conduct

Authority which is covered by the Directors’ Strategic Report (pages 6 to 14) and the Corporate Governance Report

(pages 15 to 23) of this annual report and financial statements, includes a fair review of the development and

performance of the business and the position of the Group and the Company and the undertakings included in the

consolidation taken as whole, together with a description of the principal risks and uncertainties that they face.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

DIRECTORS’ REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Disclosure of Information to Auditors

So far as the Directors are aware, there is no relevant audit information of which the Group and the Company's auditors are

unaware, and each Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of

any relevant audit information and to establish that the Company's auditors are aware of that information.

This Directors' report was approved by the Board of Directors and is signed on its behalf by:

Davinder Rai

Chief Executive Officer

Date: 31 July 2023

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

REMUNERATION COMMITTEE REPORT

FOR THE PERIOD ENDED 31 MARCH 2023

The Remuneration Committee presents its report for the period ended 31 March 2023.

Membership of the Remuneration Committee

During the period ended 31 March 2023 and until 28 July 2023, the Remuneration Committee was comprised of one Non-

Executive Director, Sir Anthony Jolliffe (chair) and Davinder Rai the Company’s CEO. Details of the audited Directors

shareholding can be found on page 29.

During the period ended 31 March 2033, no formal meeting of the Remuneration Committee was held.

Subject to what appears below, no other third parties including shareholders have provided advice that materially assisted the

Remuneration Committee during the period.

The items included in this report are unaudited unless otherwise stated.

Remuneration Committee's main responsibilities

• The Remuneration Committee considers the remuneration policy, employment terms and remuneration of the Board

and advisers;

• The Remuneration Committee's role is advisory in nature, and it makes recommendations to the Board on the overall

remuneration packages;

• The Remuneration Committee, when considering the remuneration packages of the Company's Board, will review the

policies of comparable companies in the industry.

Report Approval

A resolution to approve this report will be proposed at the AGM of the Company. The vote will have advisory status, will be in

respect of the remuneration policy and overall remuneration packages and will not be specific to individual levels of

remuneration.

Remuneration policy

On 5 December 2022, the Company entered into a service contract with its Chief Executive Officer, Davinder Rai and its

Executive Director Filippos Papadopoulos on terms as set out in the prospectus published on 14 November 2022.

There was no vote taken during the last general meeting with regard to the Directors' remuneration policy. This is considered

reasonable given that the Company was suspended pending direction from the FCA on its proposed Admission.

Non-Executive Directors

The Company policy is that the Non-Executive Directors are expected to attend scheduled Board meetings and attend

committee meetings as required. The Company issued fresh letters of appointment to its Non-Executive Directors, effective 5

December 2022 on terms as set out in the prospectus published on 14 November 2022.

Other Employees

During the period ended 31 March the Company had 5 members in its management team and 5 members in its Advisory Board.

Recruitment policy

Base salary levels will take into account market data for the relevant role, internal relativities, their individual experience and

their current base salary. For external and internal appointments, the Board may agree that the Company will meet certain

relocation and/or incidental expenses as appropriate.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

REMUNERATION COMMITTEE REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Terms of appointment

The services of the Directors during the period ended 31 March 2023 were provided in accordance with their appointment

letters. Directors were expected to devote such time as was necessary for the proper performance of their duties, but as a

minimum they were expected to commit a minimum of 2-3 days a month, which should include attendance at all meetings of

the Board and any sub-committees of the Board.

Director

Appointed

Number of months completed

Sir Anthony Jolliffe

05/12/2022

Joseph Colliver

05/12/2022

Filippos Papadopoulos

05/12/2022

Davinder Rai

05/12/2022

Directors' emoluments and compensation (audited)

Set out below are the emoluments of the Directors for the period 5 December 2022 to 31 March 2023 (GBP):

Name of Director

Salary and

fees

Taxable

benefits

Annual

bonus and

long-term

benefits

Pension

benefits

Total

Options

Sir Anthony Jolliffe

16,667

93,975,000

Joseph Colliver

15,000

188

15,188

62,650,000

Filippos Papadopoulos

10,000

125

10,125

62,650,000

Davinder Rai

50,000

625

50,625

250,600,000

Name of Director

Base salary (per annum) Gross

Notice period

Term

Sir Anthony Jolliffe

50,000

3 month

12 months from Admission

Joseph Colliver

45,000

3 month

12 months from Admission

Filippos Papadopoulos

30,000

3 month

Davinder Rai

150,000

3 month

All Directors are subject to re-election at the Company’s annual general meeting.

Set out below are the emoluments of the Directors for the period 1 April 2022 to 5 December 2022 (GBP):

Name of Director

Salary and fees

1 April 2022 to 5

December 2022

Total

Payments upon

resignation

Salary and fees

Year to 31

March 2022

Resigned

Peter Jay

33,663

9,079

37,200

16 December

2022

Simon Grant Rennick

33,663

9,079

37,200

5 December

2022

Nigel Brent Fitzpatrick

34,021

9,079

37,200

5 December

2022

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

REMUNERATION COMMITTEE REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Payments for loss of office (Audited)

The following payments were made to the former directors UK S.P.A.C. Plc upon their resignation after the reverse takeover:

• Peter Jay: £9,079 *(resigned 16 December 2022)

• Simon Grant Rennick: £9,079 **(resigned 5 December 2022)

• Nigel Brent Fitzpatrick: £9,079 ***(resigned 5 December 2022)

UK 10-year performance graph

The Directors have considered the requirement for a UK 10-year performance graph comparing the Company's Total

Shareholder Return with that of a comparable indicator. The Directors do not currently consider that including the graph will be

meaningful because the Company has only been listed as a medical cannabis cultivator since late 2022, is not paying dividends,

is currently incurring losses as it gains scale and its focus during the year ended 31 March 2023 was to complete the reverse

takeover, gain Admission and complete all works at its facility in Greece with a view of beginning commercial cultivation. In

addition, and as mentioned above, the remuneration of Directors was not linked to performance and we therefore do not

consider the inclusion of this graph to be useful to shareholders at the current time. The Directors will review the inclusion of

this table for future reports.

UK 10-year CEO table and UK percentage change table

The Directors have considered the requirement for a UK 10-year CEO table. The Directors do not currently consider that

including this tables would be meaningful given that the Directors of the Company were only appointed on 5 December 2022.

The Directors will review the inclusion of this table for future reports.

Relative importance of spend on pay

The Directors have considered the requirement to present information on the relative importance of spend on pay compared to

shareholder dividends paid. Given that the Company does not currently pay dividends we have not considered it necessary to

include such information.

UK Directors' shares (Audited)

The interests of the Directors who served during the period in the share capital of the Company at 31 March 2023 which

includes the previous directors prior to the completion of the reverse takeover and at the date of this report has been set out in

the Directors' Report on pages 24 to 28.

The Company does not currently have any other annual or long-term incentive schemes in place, other than the share option

scheme as set out on page 25 of the Directors report, for any of the Directors and as such there are no disclosures in this respect.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

REMUNERATION COMMITTEE REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

Consideration of shareholder views

The Board considers shareholder feedback received and guidance from shareholder bodies. This feedback, plus any additional

feedback received from time to time, is considered as part of the Company’s annual policy on remuneration.

Approved on behalf of the Board of Directors by:

Sir Anthony Jolliffe

Chair of the Remuneration Committee

Date: 31 July 2023

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

AUDIT COMMITTEE REPORT

FOR THE PERIOD ENDED 31 MARCH 2023

The Audit Committee comprises of one Non-Executive Director, Joseph Colliver (chair) and Amit Parhar the Company’s Head

of Financial Operations. From Admission the Audit Committee has overseen the Company's financial reporting and internal

controls and provides a formal reporting link with the external auditors. The ultimate responsibility for reviewing and

approving the annual report and financial statements and the half-yearly report remains with the Board.

Main Responsibilities

The Audit Committee acts as a preparatory body for discharging the Board's responsibilities in a wide range of financial matters

by:

• monitoring the integrity of the financial statements and formal announcements relating to the Company's financial

performance;

• reviewing significant financial reporting issues, accounting policies and disclosures in financial reports, which are

considered to be in accordance with the key audit matters identified by the external auditors;

• overseeing that an effective system of internal control and risk management systems are maintained;

• ensuring that an effective whistle-blowing, anti-fraud and bribery procedures are in place;

• overseeing the Board's relationship with the external auditor and external accountants and, where appropriate, the

selection of new external auditors;

• monitoring the statutory audit of the annual financial statements, in particular, its performance, taking into account any

findings and conclusions by the competent authority;

• approving non-audit services provided by the external auditor, or any other accounting firm, ensuring the

independence and objectivity of the external auditors is safeguarded when appointing them to conduct non-audit

services; and

• ensuring compliance with legal requirements, accounting standards and the Listing Rules and the Disclosure Guidance

and Transparency Rules and the Regulation on Market Abuse (“MAR”)

Governance

Joseph Colliver has over 19 years of experience working with a wide variety of companies in the roles of board director, Chief

Financial Officer, Finance Director, and auditor. As a result, the Board is satisfied that the Audit Committee has recent and

relevant financial experience.

Members of the Audit Committee are appointed by the Board.Neither Joseph Colliver or Amit Parhar are shareholders in the in

the Company. T believes they are considered to be independent in both character and judgement.

The Company's external auditor is PKF Littlejohn LLP and the Audit Committee will closely monitor the level of audit and

non-audit services they provide to the Company.

Meetings

During the audit and process to approve the annual report and accounts for the period to the 31 March 2023 the Audit

Committee has meet with the auditors on two occasions, in addition to five calls and virtual meetings.

The key work undertaken by the Audit Committee is as follows:

• interview of external auditors and recommendation to the Board

• review of audit planning and update on relevant accounting developments;

• consideration and approval of the risk management framework, appropriateness of key performance indicators;

• consideration and review of full-period results;

• review of the effectiveness of the Audit Committee;

• review of internal controls; and

• consider whether an internal audit function is required and confirmed not considered necessary given the present size

of the Company.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

AUDIT COMMITTEE REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

The following significant issues were considered by the Audit Committee.

Significant

issue

Summary of significant issue

Actions and conclusion

Going concern

Assessment of the Group’s ability

to continue as a going concern as

part of the preparation of the

financial statements.

This assessment of going concern

covers a period of at least 12

months from the date of signing the

financial statements.

On 6 July, the Company announced the redemption of a

£375,000 convertible loan note and the application for a

number of grants. In addition, the Directors are also in active

conversations with advisers and finance providers regarding

access to a range of funding sources, including grants, a loan

drawdown facility, and discussions with advisers regarding

future equity funding.

The Directors are confident that based on obtaining some or

all of these various sources of finance over the coming

months, as well as contribution from the anticipated first

harvest later in the year, and therefore the Committee, whilst

they draw attention to the material uncertainty that exists at

the date of these accounts, nevertheless consider it is

appropriate to continue to adopt the going concern basis of

accounting in preparing the financial statements. The going

concern statement is detailed in full in note 2.1 of the

consolidated financial statements.

Acquisition

accounting

The accounting treatment of the

Company acquiring Hellenic

Dynamics S.A. giving rise to a

share-based payment under IFRS 2.

Management concluded that the acquisition should be

accounted for as a reverse acquisition but since the Company

did not meet the definition of a business it was not treated as a

business combination under IFRS 3. Instead, in accordance

with IFRS 2, a share-based payment expense equal to the

deemed cost of the acquisition less the fair value of the net

assets at acquisition was recognised. Further details of the

accounting treatment are set out in notes 2.3 and 9 of the

financial statements.

Share-based

payments

The Company makes equity-settled

share-based payments to its

employees and directors. The fair

value of the options were charged.

The charge was calculated based on market conditions such as

share price volatility, risk free rate, and expected life, using

the Black-Scholes framework. Management used inputs from

impartial external sources to appropriately calculate share-

based payments reserve postings and share based payments

expense during the period. Calculations are set out in note 19

to the consolidated financial statements.

Convertible

loan notes

The Company issued £375,000 of

convertible loan notes in

conjunction with the reverse

takeover and subsequent

Admission. The accounting

treatment was assessed under IAS

32 Financial Instruments.

Under IAS 32, Convertible loan notes are classified as either

equity, financial liabilities or a mixture of both in accordance

with the contractual agreement. Management concluded that it

should be accounted for as a ‘compound financial instrument’

under IAS 32. Further details are included in note 23 to the

consolidated financial statements.

Carrying value

of the

investments

and assets

The carrying values of the Group’s

property, plant and equipment

(PPE), and investments are tested

for impairment.

Management conducted a discounted cashflow forecast over

the next five years, to determine if there were any indications

of impairment of PPE and estimated the recovery value of

future cash flows from the cash generating units (CGUs).

Management were satisfied that no indications of impairment

were present.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

AUDIT COMMITTEE REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2023

External auditor

The Company's external auditor is PKF Littlejohn LLP. The external auditor has unrestricted access to the Audit Committee

Chair. The Committee is satisfied that PKF Littlejohn LLP has adequate policies and safeguards in place to ensure that auditor

objectivity and independence are maintained. The external auditors report to the Audit Committee annually on their

independence from the Company. In accordance with professional standards, the partner responsible for the audit will be

changed every five years. The current auditor, PKF Littlejohn LLP was first appointed by the Company on 6 March 2023

following them being the reporting accountants to the Admission and therefore the current partner is due to rotate off the

engagement after completing the audit for the period ended 31 March 2027. Having assessed the performance objectivity and

independence of the auditors, the Committee will be recommending the reappointment of PKF Littlejohn LLP as auditors to the

Company at the 2023 Annual General Meeting.

Prior to being the Company’s auditor, PKF Littlejohn LLP was appointed as the Company’s reporting accountant for the

Admission. As reporting accountants PKF Littlejohn LLP was appointed on 1 August 2021 and the role of reporting accounts

ended on 5 December 2022.

Joseph Colliver

Chair of the Audit Committee

Date: 31 July 2023

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOMINATION COMMITTEE REPORT

FOR THE PERIOD ENDED 31 MARCH 2023

The Nomination committee is comprised of Sir Anthony Jolliffe (chair), Filippos Papadopoulos and Davinder Rai.

The committee considers potential candidates for appointment to the Company's Board who maintain the highest standards of

corporate governance and have sufficient time to commit to the role.

Nomination Committee evaluation

The nomination committee evaluates the composition, skills, and diversity of the Board and its committees and identifies a

requirement for a Board appointment.

Identify suitable candidates

The nomination committee undertakes a review of each candidate and their experience in accordance with the Company's

'director's profile' and suitable candidates are identified.

For the appointment of a Chairman, the Nomination Committee will prepare a job specification, including an assessment of the

time commitment expected, recognising the need for availability in the event of crises.

Nomination committee recommendation

Following interviews with a candidate conducted by the Chairman, and other members of the Board, the nomination committee

makes a recommendation on a preferred candidate to the Board.

Due diligence

After a candidate has been recommended to the Board by the Nominations Committee, the company secretary undertakes

appropriate background checks on a candidate. The Board agrees to meet any candidate recommended by the Nominations

Committee and the candidate is given an opportunity to make a presentation to the Board prior to deciding on their

appointment.

Board appointment

The Board formally approves a candidate's appointment to the Board.

Approach to Diversity

The Nomination Committee believes in the benefits of diversity, including the need for diversity in order to effectively

represent shareholders' interests. This diversity is not restricted to gender but also includes geographic location, nationality,

skills, age, educational and professional background. The Board's policy remains that selection should be based on the best

person for the role.

On behalf of the Nomination Committee

Sir Anthony Jolliffe

Chair of the Nominations Committee

Date: 31 July 2023

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF HELLENIC DYNAMICS PLC (FORMERLY

KNOWN AS U.K. SPAC PLC)

Opinion

We have audited the financial statements of Hellenic Dynamics Plc (the ‘parent company’) and its subsidiary (the ‘group’) for

the period ended 31 March 2023 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and

Parent Company Statements of Financial Position, the Consolidated and Parent Company Statements of Changes in Equity, the

Consolidated and Parent Company Cash Flow Statements and notes to the financial statements, including significant accounting

policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted

international accounting standards and as regards the parent company financial statements, as applied in accordance with the

provisions of the Companies Act 2006.

In our opinion:

• the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31

March 2023 and of the group’s loss for the period then ended;

• the group financial statements have been properly prepared in accordance with UK-adopted international accounting

standards;

• the parent company financial statements have been properly prepared in accordance with UK-adopted international

accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and

• the financial statements 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 under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements

section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are

relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest

entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Matter

The financial statements of the group for the year ended 31 December 2021 were not audited given that they solely relate to the

financial information of the subsidiary Hellenic Dynamics S.A. which was acquired through a reverse takeover (see note 9).

Hence the comparative balances within these financial statements for the group are unaudited.

Material uncertainty related to going concern

We draw attention to note 2.1 in the financial statements, which indicates that the group’s current cash resources are insufficient

to enable the group to meet its recurring outgoings for the twelve months from the date of approval of the financial statements.

The group incurred a net loss of £4,853,146 during the period ended 31 March 2023. As stated in note 2.1, these events or

conditions, along with the other matters as set forth in note 2.1, indicate that a material uncertainty exists that may cast significant

doubt on the group’s and parent company’s ability to continue as a going concern. Our opinion is not modified in respect of this

matter.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF HELLENIC DYNAMICS PLC (FORMERLY

KNOWN AS U.K. SPAC PLC)

Material uncertainty related to going concern (continued)

In auditing the financial statements, we have concluded that the director’s use of the going concern basis of accounting in the

preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s and parent

company’s ability to continue to adopt the going concern basis of accounting included:

• Reviewing the cashflow forecast and budgets for the period to 31 December 2024 and the corresponding key assumptions

and inputs used. This included the expected cash receipt in relation to grant applications, initial revenue generation,

repayment of convertible loan notes and future equity raises;

• Discussions with management regarding the future plans of the group; and

• Challenging management’s key assumptions and inputs, in particular the forecasted income and cash generation,

committed costs and plausible scenarios impacting the going concern assessment.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections

of this report.

Our application of materiality

We apply the concept of materiality both in planning and performing the audit, and evaluating the effect of misstatements on our

audit and on the financial statements. For the purposes of determining whether the financial statements are free from material

misstatements, we define materiality as the magnitude of misstatement that makes it probable that the economic decisions of a

reasonably knowledgeable person, relying on the financial statements, would be changed or influenced. We also determine a level

of performance materiality which we use to assess the extent of testing needed to reduce to an appropriate level the probability

that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole. When

establishing our overall audit strategy, we determined a magnitude of uncorrected misstatements that we judged would be material

for the financial statements as a whole.

Materiality for the group financial statements was set at £58,700. This was calculated based on 3% of net assets. Net assets were

used as the benchmark for the basis of materiality being the key area of relevance to stakeholders in assessing the financial

performance of the group in its early years of production. Performance materiality was set at £38,150. In determining performance

materiality of the group, we considered the risk profile of the listed entity, including the key audit maters as described below and

the increased risk associated with the first year of reporting requirements.

We agreed with the Audit and Risk Committee that we would report to them all audit differences identified during the course of

our audit in excess of £2,930 for the group. We also agreed to report any other audit misstatements below that threshold that we

believe warranted reporting on qualitative grounds.

The parent company’s materiality was calculated on the same basis as the group but restricted to £57,700 (2022: £33,823), to

ensure that if fell level below that of the Group. Performance materiality was set at £37,500 (2022: £25,367). This was determined

in line with the reasons outlined above with regard to the group.

We agreed with the Audit and Risk Committee that we would report all individual audit differences identified during the course

of our audit in excess of £2,880 (2022: £1,691) together with any other audit misstatements below that threshold that we believe

warranted reporting on qualitative grounds.

The audit of Hellenic Dynamics S.A., the wholly owned subsidiary, was performed by a component auditor, with materiality set

by us at £30,000.

Our approach to the audit

The group includes the listed parent company and its subsidiary. We tailored the scope of our audit to ensure that the planned

procedures allowed us to gain sufficient appropriate audit evidence to be able to give an opinion on the financial statements as a

whole, taking into account the structure of the group and the parent company, the accounting processes, and the industry in which

they operate.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF HELLENIC DYNAMICS PLC (FORMERLY

KNOWN AS U.K. SPAC PLC)

Our approach to the audit (continued)

As part of our planning, we assessed the risk of material misstatement including those that required significant auditor

consideration at the component and group level. In particular, we looked at areas of estimation, for example in respect of the

carrying value of property, plant and equipment, the carrying value and recoverability of investments in subsidiary at parent

company level, and the consideration of future events that are inherently uncertain. Procedures were then performed to address

the risk identified and for the most significant assessed risks of misstatement, the procedures performed are outlined below in the

key audit matters section of this report. We re-assessed the risks throughout the audit process and concluded the scope remained

the same as at planning.

An audit was performed on the financial information of the group’s significant operating components which, for the period ended

31 March 2023, were located in the United Kingdom and Greece. The component in Greece was audited by a component auditor

operating under our instruction. We communicated regularly with the component audit team during all stages of the audit and we

were responsible for the scope and oversight of the audit process. This, in conjunction with additional procedures performed by

us, provided sufficient appropriate audit evidence for our opinion on the group and parent company financial statements.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial

statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to

fraud) we identified, 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. These matters were addressed in the context of our audit of the financial

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition

to the matter described in the Material uncertainty related to going concern section we have determined the matters described

below to be the key audit matters to be communicated in our report.

Key Audit Matter

How our scope addressed this matter

Hellenic Dynamics S.A. acquisition treatment and

disclosure (Note 2.3 and Note 9)

On admission to the London Stock Exchange, the parent

company acquired Hellenic Dynamics S.A. by way of a share

for share exchange on 5 December 2022. This was for a

consideration of £31,243,342, with the consideration being

satisfied through the issuance of 10,414,447,530 new ordinary

shares in the parent company at a price of 0.3 pence. As part

of the acquisition, U.K SPAC Plc changed its name to Hellenic

Dynamics Plc.

Although the transaction resulted in Hellenic Dynamic S.A.

becoming a wholly owned subsidiary of the parent company,

the transaction constitutes a reverse acquisition as the

previous shareholders of Hellenic Dynamic S.A. own a

substantial majority of the ordinary shares of the parent

company and the Board of Directors of the parent company

principally comprise of the Directors of Hellenic Dynamics

S.A.

There is a risk that the reverse acquisition has been accounted

for incorrectly and not disclosed appropriately given the

complexity of the transaction which falls outside the scope of

IFRS 3 Business Combinations. This gives rise to significant

management judgement in the acquisition treatment and

disclosure.

Our work on this key audit matter included the following:

• Obtaining the share purchase agreement to identify the

key terms and conditions of the acquisition and to

confirm ownership;

• Obtaining management’s accounting paper and

reviewing and challenging key assumptions, inputs,

data and method applied in the determination of the

fair value;

• Reviewing the accounting treatment and accounting

entries included in the period in relation to the reverse

acquisition against the requirements of IFRS 2 Share-

based Payments; and

• Ensuring that disclosures in the financial statements

were in accordance with the requirements of the

relevant financial reporting framework.

Based on the audit procedures performed, we are satisfied that

management’s assessment of Hellenic Dynamics S.A. as the

accounting acquirer and Hellenic Dynamics Plc as the accounting

acquiree was appropriate, and was outside of the scope of IFRS 3

Business Combinations. The reverse acquisition expense

recognised in accordance with IFRS 2 Share-based payments, and

management’s treatment in respect of the reverse acquisition, was

in line with our expectations.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF HELLENIC DYNAMICS PLC (FORMERLY

KNOWN AS U.K. SPAC PLC)

Key audit matters (continued)

Carrying value and recoverability of property, plant and

equipment (Note 2.9 and Note 13)

The group has property, plant and equipment at the reporting

date totalling £632,244, as shown in the in the Consolidated

Statement of Financial Position. This property, plant and

equipment pertains to building installations, technical

equipment and machinery, transportation means, PC

hardware and fixtures and furniture. These assets have been

purchased and capitalised in respect of the group’s core

strategy of cultivation and distribution of medical-grade THC

end-products.

To determine whether an item of property, plant and

equipment is impaired, the requirements of IAS 36

Impairment of Assets must be applied. Items of property, plant

and equipment shall not be carried at more than recoverable

amount. Recoverable amount is determined as the higher of

an asset’s fair value less costs to sell and its value in use.

There is a risk that indicators of impairment exist which have

not been identified, and therefore that the carrying amount of

property, plant, and equipment is overstated as at the period

ended 31 March 2023. There is also a risk that inappropriate

purchases have been capitalised with respect to IAS 16

Property, Plant and Equipment.

Our work on this key audit matter included the following:

• Reviewing component auditor’s work over additions

during the year which included the vouching of a sample

of invoices to supporting documents and also ensuring

their capitalisation was in accordance with IAS 16

Property, plant and equipment;

• Reviewing component auditor’s work over a site visit to

physically verify a sample of assets from the fixed assets

• Reviewing component auditor’s work over the

depreciation charge for the year;

• Considering whether there were indicators of

impairment in line with IAS 36;

• Reviewing and challenging the model inputs as well as

estimates and judgements made by management for

reasonableness in the impairment review;

• Verifying the mathematical accuracy of the impairment

model used;

• Reviewing the depreciation policies of the group for

reasonableness and testing an appropriate sample of

depreciation calculations; and

• Ensuring that sufficient and appropriate disclosures had

been made in relation to the judgements and estimates.

Based on the audit procedures performed, we are satisfied with

management’s assessment of the impairment indicators relating to

property, plant and equipment given their plans and activities

since acquisition to prepare for revenue generation. We are also

satisfied with the carrying value of property, plant and equipment

given the work performed over additions and depreciation in the

period.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF HELLENIC DYNAMICS PLC (FORMERLY

KNOWN AS U.K. SPAC PLC)

Key audit matters (continued)

Carrying value of the investment in subsidiary and intragroup

receivables (Note 30)

Following the reverse takeover in December 2022 the parent

company holds a significant investment in Hellenic Dynamics

S.A. of £31,243,342 and has an intragroup receivable of £439,477

due from the subsidiary, which are both material to the Parent

Company’s Statement of Financial Position.

The group is in its infancy stage and currently, the assets are not

revenue generating. There is a risk that the investment and

intragroup receivable may not be fully recoverable and therefore

materially overstated.

The valuation and potential impairment of the investment in

subsidiary involves significant judgement and estimation and

therefore is an area than can be subject to management bias.

Our work on this key audit matter included the following:

• Confirming ownership of the investment by agreeing

the shares and shareholders to share certification and

share purchase agreement;

• Considering whether there were any indicators of

impairment in line with IAS 36;

• Obtaining management’s recoverability assessment in

respect of the investment in Hellenic Dynamics S.A and

the intragroup receivable, and challenging key

assumptions and inputs;

• Reviewing and challenging management’s budget, cash

flow forecasts and projections for Hellenic Dynamics

S.A. to ensure that the investment in subsidiary and

intragroup receivable was recoverable; and

• Ensuring that sufficient and appropriate disclosures had

been made in relation to the judgements and estimates.

Based on the audit procedures performed, we are satisfied with

management’s assessment of impairment and recoverability of

intragroup receivables given their plans and activities since

acquisition to prepare for revenue generation.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our

auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion

on the group and parent company financial statements does not cover the other information and, except to the extent otherwise

explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or

our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material

inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement

in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement

of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the

Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the strategic report and the directors’ report for the financial period for which the financial

statements are prepared is consistent with the financial statements; and

• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF HELLENIC DYNAMICS PLC (FORMERLY

KNOWN AS U.K. SPAC PLC)

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the

course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report

to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, 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.

Responsibilities of directors

As explained more fully in the Statement of Directors’ responsibilities, the directors are responsible for the preparation of the

group and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal

control as the directors determine is necessary to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the group and parent company financial statements, the directors are responsible for assessing the group’s and the

parent 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 the directors either intend to liquidate the group or the parent company or to cease

operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a

high level of assurance but is not a 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 the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial

statements.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF HELLENIC DYNAMICS PLC (FORMERLY

KNOWN AS U.K. SPAC PLC)

Auditor’s responsibilities for the audit of the financial statements (continued)

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which

our procedures are capable of detecting irregularities, including fraud is detailed below:

• We obtained an understanding of the group and parent company and the sector in which they operate to identify laws

and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our

understanding in this regard through discussions with management, industry research and application of our cumulative

audit knowledge and experience of the sector.

• We determined the principal laws and regulations relevant to the group and parent company in this regard to be those

arising from the Companies Act 2006, the Quoted Companies Alliance (QCA) Corporate Governance Code, General

Data Protection Regulation (GDPR), Anti-bribery Laws, Serious Organised Crime and Police Act 2005, Proceeds of

Crime Act 2002, Listing Rules, Disclosure Guidance and Transparency Rules, 1961 United Nations (UN) Single

Convention on Narcotic Drugs, European Union (EU) Good Manufacturing Practices (GMP), Good Agricultural and

Collection Practices for Medical Plants (GACP) and the EU Good Distribution Practices (EU-GDP)

• We designed our audit procedures to ensure the audit team considered whether there were any indications of non-

compliance by the group and parent company with those laws and regulations. These procedures included, but were not

limited to:

o Making enquiries of management;

o A review of Board minutes;

o A review of legal edger accounts; and

o A review of Regulatory News Services announcements.

• We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition

to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential for

management bias was identified in relation to the carrying value and recoverability of the property, plant and equipment

and the carrying value of investments in subsidiary and intragroup receivable and the accounting treatment and

disclosure of the acquisition as described in the Key Audit Matters section above. We addressed this by challenging the

assumptions and judgements made by management when auditing these significant accounting estimates.

• As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit

procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence

of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course

of business.

• As part of the group audit, we have communicated with component auditor the risks associated with the components of

the group, including the risk of fraud as a result of management override of controls. To ensure that this has been

completed, we have reviewed component auditor working papers in this area and obtained responses to our group

instructions from the component auditors.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to

a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that

compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will

be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to

fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s

website at: www.frc.org.uk/auditorsresponsibilities.

This description forms part of our auditor’s report.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF HELLENIC DYNAMICS PLC (FORMERLY

KNOWN AS U.K. SPAC PLC)

Other matters which we are required to address

We were appointed by the directors of Hellenic Dynamics Plc on 6 March 2023 to audit the financial statements for the period

ending 31 March 2023 and subsequent financial periods. Our total uninterrupted period of engagement is from the date of

appointment noted above, covering the period ended 31 March 2023.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we

remain independent of the group and the parent company in conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee.

Use of our report

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 the company's members as a body, for our audit work, for this report, or for

the opinions we have formed.

Daniel Hutson (Senior Statutory Auditor) 15 Westferry Circus

For and on behalf of PKF Littlejohn LLP Canary Wharf

Statutory Auditor London E14 4HD

Date: 30 July 2023

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 MARCH 2023

15 months to

31 March

2023

(unaudited)

12 months to

31 December

2021

Note

Revenue

Cost of sales

Gross profit

Administrative expenses

(1,147,442)

(334,560)

Operating loss

(1,147,442)

(334,560)

Reverse acquisition expenses

(3,700,209)

Net finance costs

(15,388)

(14,840)

Loss before income tax

(4,863,039)

(349,400)

Income tax expense

Loss for the period

(4,863,039)

(349,400)

Other comprehensive income

Exchange differences on translating of foreign

operations

9,893

7,388

Total other comprehensive income for the period

9,893

7,388

Loss for the period and total comprehensive

income

(4,853,146)

(342,012)

Earnings per share

Basic earnings per share

(0.044p)

(0.003p)

There are no recognised gains and losses other than those passing through the Statement of Comprehensive Income.

The notes on pages 48 to 74 form part of these financial statements.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2023

31 March

2023

(unaudited)

31 December

2021

Note

ASSETS

Non-current assets

Intangible assets

8,814

8,396

Property, plant and equipment

632,244

528,141

Right-of-use assets

317,583

315,830

Other receivables

3,085

2,938

961,726

855,305

Current assets

Other receivables

186,896

168,275

Cash and cash equivalents

2,117,159

5,020

2,304,055

173,295

TOTAL ASSETS

3,265,781

1,028,600

EQUITY AND LIABILITIES

Issued share capital

14,800,182

232,211

Share premium

2,971,570

902,610

Merger reserve

20,828,894

Reverse acquisition reserve

(31,497,974)

Convertible loan notes reserve

41,305

Capital redemption reserve

7,500

Share based payment reserve

62,921

Retained losses

(5,533,007)

(679,861)

TOTAL EQUITY

1,681,391

454,960

Current liabilities

Trade and other payables

654,990

209,437

Provisions

212,175

Lease liabilities

80,530

54,520

947,695

263,957

Non-current liabilities

Lease liabilities

303,000

309,683

Loan notes

333,695

636,695

309,683

TOTAL EQUITY AND LIABILITIES

3,265,781

1,028,600

The financial statements were approved by the board on

Davinder Rai

Chief Executive Officer

The notes on pages 48 to 74 form part of these financial statements.

COMPANY REGISTRATION NO. 06374598

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

CONSOLIDATED CASH FLOW STATEMENT

FOR THE PERIOD ENDED 31 MARCH 2023

Notes

Period to 31

March 2023

(unaudited)

Year to 31

December

2021

Cash flows from operating activities

Loss before taxation

(4,863,039)

(349,400)

Adjusted for:

Reverse acquisition share-based payment expense

3,700,209

Depreciation

62,451

35,083

Share based payment expense

62,921

Finance costs

15,388

14,840

Foreign exchange movements

28,411

Changes in provisions

76,016

Operating cashflow before working capital movements

(917,643)

(299,477)

Increase/(decrease) in trade and other receivables

723,167

(96,871)

(Increase)/decrease in trade and other payables

(84,820)

15,215

Finance costs

(15,388)

(190)

Net cash outflow from operating activities

(294,684)

(381,323)

Cash flows from investing activities

Purchase of property, plant and equipment

(123,512)

(93,968)

Disposal of property, plant and equipment

25,187

Disposal of intangible assets

6,932

Cash acquired on acquisition

1,781,047

Net cash flows generated from/(used in) from investing

activities

1,682,722

(87,036)

Cash flows from financing activities

Proceeds from issue of shares, net of issuing cost

378,696

Proceeds from borrowings

464,299

Payment of lease liabilities

(29,595)

Issue of non-convertible loan notes

375,000

Net cash flows generated from financing activities

724,101

464,299

Net cash increase/(decrease) in cash and cash equivalents

2,112,139

(4,060)

Cash and cash equivalents brought forward

5,020

9,080

Cash and cash equivalents carried forward

2,117,159

5,020

Major non-cash transactions

On 5 December 2022, the Company issued 10,414,447,530 shares of 0.1p each at a price of 0.3p per share to the shareholders of Hellenic

Dynamics S.A. as part of the RTO acquisition for a total of £31,243,343. See note 9.

The Company also issued 13,333,333 shares of 0.1p each at a price of 0.3p per share for a total value of £40,000 for the settlement of services

rendered to the Company. See note 17.

The notes on pages 48 to 74 form part of these financial statements.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 MARCH 2023

Share Capital - Share capital represents the nominal value of shares that have been issued.

Share premium - Share premium represents the difference between the nominal value of shares issued and the total consideration

received.

Merger reserve – The merger reserve arises when the company acquires at least a 90% interest in the shares of another company

and under s612 Companies Act 2006 the excess of fair value of the shares issued in excess of their nominal value is precluded

from being recognised in the share premium account. This reserve is not distributable.

Share based payment reserve - The value of equity settled share-based payments provided to employees, including key

management personnel.

Reverse acquisition reserve - See note 9.

Convertible loan note reserve - Convertible loan note reserve represents the fair value of convertible loan notes issued and

outstanding which meet the definition of equity as per IAS 32.

Capital redemption reserve - Capital redemption reserve represents amounts transferred following the purchase of own shares.

Retained earnings - Retained earnings represent cumulative profit or losses, net of dividends and other adjustments

The notes on pages 48 to 74 form part of these financial statements.

capital

premium

Share based

payment

reserve

Merger

reserve

Reverse

acquisition

reserve

Convertible

loan note

reserve

Capital

redemption

reserve

Retained

earnings

Total

At 31 December

2020

225,703

(337,849)

(87,853)

Shares issued during

the period

6,508

902,610

909,118

Total comprehensive

loss for the period

(342,012)

(366,305)

At 31 December

2021

232,211

902,610

(679,861)

454,960

Shares issued during

the period

263,333

526,667

790,000

Transfer to reverse

acquisition reserve

(232,211)

(902,610)

1,135,821

Recognition of PLC

equity at acquisition

of subsidiary

4,122,400

2,816,208

(1,389,452)

7,500

5,556,656

Issue of shares for

the acquisition of

subsidiary

10,414,449

20,828,894

(31,243,343)

Equity element of

convertible loan

notes

41,305

Cost of share issue

(371,305)

Share based

payment

62,921

Total comprehensive

loss for the period

(4,853,146)

At 31 March 2023

14,800,182

2,971,570

62,921

20,828,894

(31,497,974)

41,305

7,500

(5,533,007)

1,681,391

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

1 General information

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc) (“the Company”) is a public company limited by shares and

incorporated and in England and Wales. The registered number of the Company is 06374598. The address of its registered office

is 21 Arlington Street, London, SW1A 1RN.

The Company and its subsidiary (“the Group”) have a principal activity of the cultivation and supply of medical cannabis flowers.

2 Summary of significant accounting policies

Statement of compliance with IFRS

These financial statements have been prepared in accordance with UK-adopted international accounting standards, IFRIC

Interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under UK-adopted IAS.

The adoption of these standards has not resulted in any changes to the Group’s accounting policies and has not affected amounts

reported in prior periods.

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

2.1 Going concern

The preparation of the financial statements requires an assessment on the validity of the going concern assumption. The

financial statements have been prepared under the going concern assumption. In making their assessment of going concern, the

Directors have reviewed forecasts for the newly formed Group, for a period of at least 12 months from the date of approval of

these financial statements. The Group is not currently generating revenues, and therefore an operating loss has been reported in

the period. Revenues from the first cultivation cycle are expected in the second half of the calendar year, however an operating

loss is expected in the 12 months from the date of these financial statements.

Following the redemption of the £375,000 convertible loan note in early July, due to the realisation of significant cost savings

against its initial budget for the purchase of plant and equipment, the Directors have assessed the cash requirements of the

Group in terms of operational costs, capital expenditure, gross profit contribution from the initial sales of product, and the

financial resources available to the Group including the following sources of funding:

• On the 6 July 2023, the Company announced advanced late stage discussions with a number of funding sources,

including a number of grant applications.

• The Directors are in advanced discussions with a well-known financial institution pertaining to a capital debt draw-

down facility.

• Discussions with brokers and corporate finance advisors regarding potential future equity rounds.

Based on achieving successful cultivation cycles and the sale of crops, securing only one of the grant applications currently in

progress, implementing savings in discretionary operational spend and delaying capital investment, the Directors, whilst

acknowledging the material uncertainty that exists at the date of these financial statements, nevertheless are confident of

maintaining sufficient working capital for the twelve-month period from the date of this report. For this reason, the Group has

therefore adopted the going concern basis in preparing the financial statements.

The auditors make reference to the material uncertainty in the Auditors’ report on page 37.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

2 Accounting policies (continued)

2.2 Standards and interpretations

(a) New standards, amendments and interpretations adopted by the Group

There were no new or amended accounting standards that required the Group to change its accounting policies for the period ended

March 2023 and no new standards, amendments or interpretations were adopted by the Group during the period.

(b) New standards, amendments and interpretations not yet adopted by the Group

At the date of authorisation of these financial statements the following Standards and Interpretations which have not been applied

in these financial statements were in issue but not yet effective:

Effective Date

IAS 1

Amendments regarding the classification of liabilities

1 January 2023

IAS 8

Amendments to IAS 8

1 January 2023

IAS 1, IFRS Practice

Statement 2

Amendments to IAS 1 and IFRS Practice Statement 2

1 January 2023

IFRS 16

Amendments regarding lease liability in a sale and leaseback

1 January 2024

IAS 1

Amendments regarding non-current liabilities with covenants

1 January 2024

It is anticipated that the Group will hold a number of biological assets in the future and therefore will be applying IAS 41

“Agriculture” as an accounting policy. This is not applicable in the current year’s financial statements as no biological assets

were held as at 31 March 2023.

2.3 Consolidation and Acquisitions

The financial statements consolidate the financial information of the Group and companies controlled by the Group (its

subsidiaries) at each reporting date. Control is achieved where the Company has the power to govern the financial and operating

policies of an investee entity, has the rights to variable returns from its involvement with the investee and has the ability to use

its power to affect its returns. The results of subsidiaries acquired or sold are included in the financial information from the

effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the

results of acquired subsidiaries to bring their accounting policies into line with those used by the Group. All intra-Group

transactions, balances, income, and expenses are eliminated on consolidation. The financial statements of all Group companies

are adjusted, where necessary, to ensure the use of consistent accounting policies.

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls and entity when

the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those

returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the

Group. They are deconsolidated from the date that control ceases. Please refer to note 9 for information on the consolidation of

Hellenic Dynamics Plc and the application of the reverse acquisition accounting principles.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

2 Accounting policies (continued)

2.3 Consolidation and Acquisitions (continued)

The Group applies the acquisition method to account for business combinations that fall within the scope of IFRS 3. For

commentary on how the acquisition of Hellenic Dynamics S.A., which falls outside the scope of IFRS 3, was accounted for, see

below note 9.

The consideration transferred for the acquisition of a subsidiary is the fair values of assets transferred, the liabilities incurred to

the former owners of the acquiree, and the equity interest issued by the Group. The consideration transferred includes the fair

value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities

and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The

Group recognises any non-controlling interest in the acquire on an acquisition-by-acquisition basis, either at fair value or at the

non-controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net assets.

Acquisition related costs are expensed as incurred.

On 5 December 2022, the Company acquired Hellenic Dynamics S.A. via a reverse takeover which resulted in the Company

becoming the ultimate holding company of the Group. The transaction was accounted for as a reverse acquisition since it did not

meet the definition of a business combination under IFRS 3. In accordance with IFRS 2, a share-based payment expense equal to

the deemed cost of the acquisition less the fair value of the net assets of the Company at acquisition was recognised. The

comparatives within the consolidated statement of financial position, the consolidated statement of comprehensive income,

consolidated statement of changes in equity and the consolidated cashflow statement represent that of the legal subsidiary and

accounting acquirer, Hellenic Dynamics S.A. for the year-ended 31 December 2021. In the consolidated statement of financial

position, the share capital and premium as at 31 March 2023 is that of Hellenic Dynamics Plc with the reverse acquisition reserve

representing the difference between the deemed cost of the acquisition and the net assets of Hellenic Dynamics Plc as at 5

December 2022. The consolidated statement of comprehensive income for the 15-month period to 31 March 2023 represents the

results of both Hellenic Dynamics Plc and Hellenic Dynamics S.A. For more details on the key terms of the reverse takeover and

a breakdown of what the reverse acquisition reserve as of 31 March 2023 comprises of, see note 9.

2.4 Revenue recognition

Revenue from contracts with customers is recognised when the control over the goods is transferred to the customer. The

transaction price is the amount of the consideration that is expected to be received based on the contract terms, excluding amounts

collected on behalf of third parties (such as taxes).

In determining the amount of revenue from contracts with customers, the Company evaluates whether it is a principal or an agent

in the arrangement. The Company is a principal when the Company controls the promised goods or services before transferring

them to the customer. In these circumstances, the Company recognises revenue for the gross amount of the consideration. When

the Company is an agent, it recognises revenue for the net amount of the consideration, after deducting the amount due to the

principal.

Revenue from the sale of goods:

Revenue from the sale of goods is recognised when significant risks and rewards of ownership of the goods have transferred to

the buyer, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction

will flow to the Company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Revenue

is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates.

Revenue from selling agreements is recognised when the revenue recognition criteria have been met and only to the extent the

consideration is not contingent upon other deliverables in the agreements.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

2 Accounting policies (continued)

2.5 Share-based payments

The Group makes equity-settled share-based payments to its employees and directors. The fair value of options and warrants

granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date

and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the

options and warrants granted is measured based on the Black-Scholes framework, taking into account the terms and conditions

upon which the instruments were granted. At each balance sheet date, the Group revises its estimate of the number of options and

warrants that are expected to become exercisable.

2.6 Retirement benefits: Defined contribution schemes

Contributions to defined contribution pension schemes are charged to the statement of comprehensive income in the period to

which they relate.

2.7 Foreign currency translation

i) Functional and Presentation Currency

The consolidated financial statements are presented in Pounds Sterling, which is also the Company’s functional and presentation

currency.

ii) Transactions and Balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the

transactions or valuation where items are re-measured. 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 income statement.

iii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and the fair value adjustments arising on acquisition, are

translated to GBP at exchange rates at the reporting date. The income and expenses of foreign operations are translated to GBP

at exchange rates at the dates of the transactions.

Foreign currency differences are recognised in other comprehensive income.

2.8 Intangible assets

Intangible assets acquired separately are recognised at historical cost, on the date of acquisition. Subsequently, they are carried

at cost less accumulated amortization and accumulated impairment losses. All intangible assets have a finite useful life and are

amortised on a straight-line basis over their useful life. The useful life of intangible assets is reviewed on an annual basis, and

adjustments, where applicable, are made prospectively.

The intangible assets of the Group relate to licences, the useful life of which has been estimated to be between 5 and 10 years.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

2 Accounting policies (continued)

2.9 Property, plant and equipment

Items of property, plant and equipment are measured at historical cost, plus interest costs incurred during periods of construction,

less accumulated depreciation and any impairment in value. Historical cost includes expenditure that is directly attributable to

the acquisition of the items.

Repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of assets retired or sold

are removed from the corresponding accounts at the time of sale or retirement, and any gain or loss is recognised in the income

statement.

When significant parts of the property, plant and equipment are required to be replaced at intervals, The Group recognises such

parts as individual assets with specific useful lives and depreciation, only when it is probable that future economic benefits

associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the

replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period

in which they are incurred.

Depreciation is recognised on a straight-line basis over the estimated useful lives of property, plant and equipment, which are

periodically reviewed, at least annually. The estimated useful lives and the respective rates are as follows:

Item Description Estimated Useful Life Depreciation Rates

Building installations in third party properties Duration of lease 8-12%

Technical equipment and machinery 5-10 periods 10-20%

Transportation means 6-9 periods 11-17%

PC Hardware 2-5 periods 10-20%

Fixtures and fittings 5-10 periods 10-20%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than

its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within

“Other (Losses)/Gains – Net” in the income statement.

2.10 Impairment of non-financial assets

The carrying values of the Group’s non-financial assets are tested for impairment, when there are indications that their carrying

amount is not recoverable. In such cases, the recoverable amount is estimated and if the carrying amount of the asset exceeds its

estimated recoverable amount, an impairment loss is recognised in the income statement. The recoverable amount of an asset is

the higher of its fair value less costs of disposal and its value in use. In measuring value in use, estimated future cash flows are

discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money

and the risks specific to that asset. If an asset does not generate cash flows individually, the recoverable amount is determined for

the cash generating unit to which the asset belongs. At each reporting date, the Group assesses whether there is an indication that

an impairment loss recognised in prior periods may no longer exist. If any such indication exists, the Group estimates the

recoverable amount of that asset and the impairment loss is reversed, increasing the carrying amount of the asset to its recoverable

amount, to the extent that the recoverable amount does not exceed the carrying value of the asset that would have been determined

(net of amortisation or depreciation), if no impairment loss had been recognised for the asset in prior years.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

2 Accounting policies (continued)

2.11 Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument

of another entity.

Initial recognition and subsequent measurement of financial assets

The financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other

comprehensive income and fair value through profit or loss. The classification of financial assets at initial recognition depends

on the financial asset’s contractual cash flow characteristics and the business model within which the financial asset is held.

Trade and other receivables

Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.

Impairment of financial assets

The Group assesses at each reporting date, whether a financial asset or group of financial assets is impaired and recognise, if

necessary, an allowance for Expected Credit Losses for all debt instruments not held at fair value through profit or loss. Expected

Credit Losses are based on the difference between the contractual cash flows due in accordance with the contract and all the cash

flows that the Group expects to receive, discounted at an approximation of the original effective interest rate.

For all the Group’s financial assets at amortised cost, the simplified approach is applied. These assets are considered to have low

credit risk and any loss allowance is therefore limited to 12 months’ expected losses.

Derecognition of financial assets

A financial asset (or, a part of a financial asset or part of a group of similar financial assets) is derecognised when:

• the rights to receive cash flows from the asset have expired;

• The Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full

without material delay to a third party under a “pass-through” arrangement; or

• The Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all

the risks and rewards of the assets, or (b) has neither transferred nor retained substantially all the risks and rewards of

the asset but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it

evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained

substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the

transferred asset to the extent of its continuing involvement. In that case, the Group also recognise an associated liability. The

transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has

retained.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

2 Accounting policies (continued)

2.11 Financial instruments (continued)

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original

carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

Initial recognition and subsequent measurement of financial liabilities

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly

attributable transaction costs. For the purpose of subsequent measurement, financial liabilities are classified as financial liabilities

at amortised cost or financial liabilities at fair value through profit or loss.

Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing

financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability

are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and a recognition

of a new liability. The difference in the respective carrying amounts is recognised in the income statement.

Offsetting of financial assets and liabilities

Financial assets and liabilities are offset and the net amount is presented in the statement of financial position only when the

Group has a legally enforceable right to set off the recognised amounts and intends either to settle such asset and liability on a

net basis or to realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on

future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of

the Group or the counterparty.

2.12 Trade and other receivables

A receivable represents the Group’s right to an amount of consideration that is unconditional (i.e., only the passage of time is

required before payment of the consideration is due).

Trade receivables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest

method, less provision for impairment.

2.13 Cash and cash equivalents

In the Statement of Cash Flows, cash and cash equivalents comprise cash in hand and deposits held at call with bank with a three

month maturity or less.

2.14 Share capital

Ordinary shares are classified as equity. Share capital issuance costs, net of related tax, are reflected as a deduction from Share

Premium.

2.15 Share premium

Share premium represents the difference between the nominal value of shares issued and the total consideration received, net of

issue expenses incurred by the Group.

2.16 Trade and other payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from

suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating

cycle of the business if longer. If not, they are presented as non-current liabilities.

Trade payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest

method.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

2 Accounting policies (continued)

2.17 Convertible loan notes

Convertible loan notes are classified as either equity, financial liabilities or a mixture of both in accordance with the contractual

agreement.

Where a convertible loan note is deemed to meet the definition of equity as per IAS 32, the proceeds receive less any associated

issue costs are recognised directly within equity and is not subsequently remeasured.

2.18 Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract

conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Accounting by lessee

The Group apply a single recognition and measurement approach for all leases (including short-term leases and leases of low-

value assets). The Group recognise lease liabilities to make lease payments and right-of-use assets representing the right to use

the underlying assets.

a) Right-of-use assets

The Group recognise right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for

use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses and adjusted for any

remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct

costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use

assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful life of the assets.

If ownership of the leased asset is transferred to the Group at the end of the lease term or its cost reflects the exercise of a purchase

option, depreciation is calculated using the estimated useful life of the asset.

The right-of-use assets are also subject to impairment.

Payments associated with short-term leases of equipment and all leases of low-value assets are recognised on a straight-line basis

as an expense in the Statement of Comprehensive Income. Short-term leases are leases with a lease term of 12 months or less.

Low-value assets compromise IT equipment and small items of office furniture.

b) Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to

be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease

incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual

value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by

the Group and payments of penalties for terminating the lease, if the lease term reflects the option to terminate.

Variable lease payments that do not depend on an index or a rate are recognised as expenses in the period in which the event or

condition that triggers the payment occurs. In calculating the present value of lease payments, the Group use the group’s

incremental borrowing rate because the interest rate implicit in the lease is not readily determinable.

After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced through

the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a reassessment or

modification of the lease contract.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

2 Accounting policies (continued)

2.19 Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable

that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be

made of the amount of the obligation. If the effect of the time value of money is material, provisions are measured by discounting

the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks

specific to the liability. Where discounting is used, the increase of the provision due to the passage of time is recognised as a

borrowing cost. Provisions are reviewed at each reporting date, and if it is no longer probable that an outflow of resources

embodying economic benefits will be required to settle the obligation, they are reversed. No provisions have been recognised

2.20 Taxation

Income tax for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that

it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other

comprehensive income or directly in equity, respectively.

Current income tax is measured on the taxable income for the year using enacted or substantively enacted tax rates at the reporting

date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation

is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax

authorities.

Deferred income tax is provided on all temporary differences arising between the carrying amounts of assets and liabilities for

financial reporting purposes and their tax bases.

Deferred tax liabilities are recognised for all taxable temporary differences except:

• where the deferred tax liability arises from the initial recognition of goodwill of an asset or liability in a transaction that

is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit

or loss; and

• in respect of temporary differences associated with investment in subsidiaries and associates, where the timing of the

reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse

in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax

losses, to the extent that is probable that taxable profit will be available against which the deductible temporary differences and

the carry forward of unused tax credits and unused tax losses can be utilised except:

• where the deferred tax asset relating to the deductible temporary differences arises from the initial recognition of

goodwill of an asset or liability in a transaction that is not a business combination and, at the time of the transaction,

affects neither the accounting profit nor taxable profit or loss.

Deferred tax is measured at the tax rates that are expected to apply in the year when the asset is realised or liability is settled

based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. The carrying amount of

deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable

profits will be available to allow all or part of the deferred tax asset to be utilised.

The Group did not recognise deferred tax assets on unutilised losses due to uncertainty over the timing and existence of sufficient

future tax profits.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

3 Significant accounting matters

The preparation of the financial statements in accordance with UK-adopted international accounting standards requires the use

of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the

Company’s accounting policies.

Estimates and judgements are continually evaluated, and are based on historical experience and other factors, including

expectations of future events that are believed to be reasonable under the circumstances. The Group consider the significant

accounting judgements, and key sources of estimation uncertainty used within the financial statements to be:

Significant judgements

Reverse acquisition accounting (Note 9)

When considering how the acquisition of Hellenic Dynamics S.A. should be accounted for, the Directors have been required to

make a judgment on whether the acquisition falls within the scope of IFRS 3 or not. The directors assessed the accounting

acquiree, Hellenic Dynamics Plc, at the time of acquisition to not be a business as defined by IFRS 3. As a result, the

acquisition was assessed as falling outside the scope of IFRS 3. See note 9 for commentary on how the reverse takeover was

accounted for.

Leases – estimating the incremental borrowing rate (Note 14)

The company cannot readily determine the interest rate implicit in the lease, therefore, they use the incremental borrowing rate

to measure lease liabilities. The incremental borrowing rate of 4% is considered to be the rate of interest that the Company

would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar

value to the right-of-use asset in a similar economic environment.

Cost of issuing shares (Note 18)

When considering costs that relate to both the issue of shares and the listing the Directors are required to made an assessment of

the relevant allocation between these functions. In their judgement the best way of allocating these is based on the proportion

of new shares issued to the total number of (new and existing) shares listed.

Major sources of estimation uncertainty

Recoverability of investment in subsidiary and intragroup loan (Note 30)

The Company considers whether investments are impaired. Where an indication of impairment is identified the estimation of

recoverable value requires estimation of the recoverable value of the cash generating units (CGUs). This requires estimation of

the future cash flows from the CGUs and also a selection of appropriate discount rates in order to calculate the net present

values of those cash flows.

As at 31 March 2023, the carrying value of the Company’s investment in Hellenic Dynamics S.A. was £31,243,342. The

recoverable value of this investment is not considered to be less than it is carrying value as at 31 March 2023 and therefore no

impairment has been have recognised. The Directors have made this assessment through reviewing forecasts, other available

financial information available and developments during the year and since the year-end. The key inputs within the forecast

include revenue growth, gross profit margins and overheads, which are used to estimate future cash flows together with

judgements and estimates relating to the cost of capital and long-term growth rates.

Share Based Payments (Note 19)

During the period, 1,171,555,000 share options, and 375,000,000 warrants were granted by the Company. When accounting for

the share-based payment expense in respect of those share options granted, Management must calculate the fair value of the

share options issued. Management have done so using the Black-Scholes model. However, several of the inputs into this model,

including the risk-free rate, the dividend yield, the expected life of the instrument where it is not a defined period and the

volatility, are subjective and thus management has made estimates in respect of these inputs.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

4 Segmental reporting

Following the acquisition of Hellenic Dynamics S.A. (see note 9), for management purposes the Group is organised into business

units based on its products and services and has two reportable segments, as follows;

• Medical Cannabis Supply – Cultivation and supply of medicinal cannabis flowers

• Head Office – The provision of management services of the Group

No operating segments have been aggregated to form the above reportable operating segments.

The Executive Management Committee is the Chief Operating Decision Maker (CODM) and monitors the operating results of

its business units separately for the purpose of making decisions about resource allocation and performance assessment.

Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated

financial statements. Also, the Group’s financing (including finance costs, finance income and other income) and incomes are

managed on a Group basis and are not allocated to operating segments. Transfer prices between operating segments are on an

arm’s length basis in a manner similar to transactions with third parties.

Segmental operating performance

Period to

31 March 2023

(unaudited)

Year to 31 December 2021

Revenue

Profit/(Loss)

before tax

Revenue

Profit

before tax

£’000

Medical Cannabis Supply

(468)

(342)

Head Office

(685)

(1,153)

(342)

Inter-segmental revenue and unallocated

(3,700)

(4,853)

(342)

Business segments assets and liabilities

31 March 2023

(unaudited)

31 December 2021

Assets

Liabilities

Assets

Liabilities

£’000

Medical Cannabis Supply

1,019

592

1,029

574

Head Office

2,247

992

3,266

1,584

1,029

574

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

5 Expenses by nature

Period to 31 March 2023

(unaudited)

Year to 31

December

2021

Payroll

204,213

81,315

Directors Remuneration

92,455

Professional services

361,422

66,578

Repairs and maintenance

4,217

2,663

Electricity

10,263

6,692

Fuel

9,158

12,692

Security services

12,186

31,413

Taxes and duties

46,705

2,737

Travelling

41,349

14,293

Promotion and advertising

87,743

49,256

Depreciation

62,451

35,083

Share based payment

62,921

Provisions

76,016

Other charges

76,343

31,838

1,147,442

334,560

6 Net finance expenses

Finance costs:

Period to 31

March 2023

(unaudited)

Year to 31

December

2021

Finance expenses

Lease liability interest

15,203

14,650

Other interest

185

190

Interest paid

15,388

14,840

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

7 Employees

Average number of employees

The average number of employees (including executive Directors) was:

Period to 31

March 2023

(unaudited)

Year to

December

2021

No.

Management

Administration

Staff costs:

Wages and salaries

Period to 31 March 2023

(unaudited)

Year to 31

December

2021

Wages and salaries

258,330

57,234

Social security costs

37,375

14,892

Other costs

963

9,189

Share based payment

62,921

359,589

81,315

Key management personnel compensation

Period to 31

March 2023

(unaudited)

Year to 31

December

2021

Short-term employee benefits

91,667

Post-employment benefits

788

Share based payment

62,921

155,376

8 Auditor’s Remuneration

Period to 31

March 2023

(unaudited)

Year to 31

December

2021

Fees payable to the Company’s auditors and their associates for the audit of the

Company’s financial statements

66,420

10,411

Other fees payable to the Company’s auditors and their associates in connection with

the Company in respect of:

Due diligence services in respect of acquisition targets

15,000

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

9 Reverse acquisition

On 5 December 2022, Hellenic Dynamics Plc (“the Company”) formerly known as UK SPAC Plc acquired through share for

share exchange the entire share capital of Hellenic Dynamic S.A (“Hellenic”), a company whose principal activity is the

cultivation of medical grade cannabis.

Although the transaction resulted in Hellenic becoming a wholly owned subsidiary of the Company, the transaction constituted

a reverse acquisition, as the previous shareholders of Hellenic own a substantial majority of the Ordinary Shares of the

Company and the executive management of Hellenic became the executive management of the Company.

In substance, the shareholders of Hellenic acquired a controlling interest in the Company and the transaction will therefore be

accounted for as a reverse acquisition. As the Company's activities prior to the acquisition were purely that of a cash shell

seeking a suitable acquisition, it will not meet the definition of a business in accordance with IFRS 3. Accordingly, this reverse

acquisition will not constitute a business combination and will be accounted for in accordance with IFRS 2 "Share-based

Payments" and associated IFRIC guidance. Although, the reverse acquisition is not a business combination, the Company has

become a legal parent and will be required to apply IFRS 10 and prepare consolidated financial statements. The Directors have

prepared the financial statements using the reverse acquisition methodology, but rather than recognising goodwill, the

difference between the equity value given up by Hellenic Dynamics S.A.’s shareholders and the share of the fair value of net

assets gained by these shareholders, is charged to the statement of comprehensive income as a share-based payment on reverse

acquisition, and represents in substance the cost of acquiring the funds held by the cash shell and the cost of obtaining a listing.

The acquisition cost of Hellenic was £31,243,342.59 the consideration for the transaction was satisfied by the issue and

allotment of a total of 10,414,447,530 Consideration Shares to the Sellers, such shares having an implied issue price of £0.003.

Because the legal subsidiary, Hellenic Dynamics S.A., was treated on consolidation as the accounting acquirer and the legal

Parent Company, Hellenic Dynamics Plc, was treated as the accounting subsidiary, the fair value of the shares deemed to have

been issued by Hellenic Dynamics S.A., was calculated at £5,556,656, using the number of UK SPAC shares in issue at the date

of acquisition (1,852,219,137) multiplied by the subscription price of £0.003, based on an assessment of the purchase

consideration for a 100% holding of Hellenic Dynamics PLC.

According to the IFRS 2 the value of the share-based payment is calculated as the difference between the deemed cost and the

fair value of the net assets as at acquisition. The following reflects these figures as at 5 December 2022;

Deemed Cost

5,556,656

Trade and other receivables

741,935

Cash and cash equivalents

1,781,047

Trade and other payable

(666,535)

Fair value of assets acquired

1,856,447

RTO expenses

3,700,209

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

9 Reverse acquisition (continued)

The difference between the deemed cost (£5,556,656) and the fair value of the net assets assumed per above of £1,856,447

resulted in £3,700,209 being expensed within “reverse acquisition expenses” in accordance with IFRS 2, Share Based

Payments, reflecting the economic cost to the Hellenic Dynamic S.A. shareholders of acquiring a cash shell and of obtaining a

listing.

The reverse acquisition reserve which arose from the reverse takeover is made up as follows;

Pre-acquisition retained losses (a)

(5,089,661)

Hellenic Dynamics S.A. share capital at acquisition (b)

1,134,821

Investment in Hellenic Dynamics S.A. (c)

(31,243,343)

Reverse acquisition expense

3,700,209

(31,497,974)

(a) Recognition of pre-acquisition retained losses of Hellenic Dynamics Plc as at 5 December 2022.

(b) Hellenic Dynamics S.A. had issued share capital of £232,211 and a share premium of £902,610. As these financial

statements present the capital structure of the legal parent entity, the equity of Hellenic Dynamics S.A. is eliminated.

above entry is required to eliminate the Statement of Financial Position impact of this transaction.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

10 Income tax expense

No current or deferred tax amounts were recognised as a tax expense/(credit) in the income statement, or in other

comprehensive income in the year (2021: £nil).

Period to 31

March 2023

(unaudited)

Year to 31

December

2021

Current tax

UK corporation tax on profits for the period

Total current tax

Deferred tax

Income tax expense

Factors affecting tax charge

Loss before income tax

(4,863,039)

(349,400)

Tax at the applicable rate of 19.29% (2021: 22%)

(938,080)

(76,868)

Effects of:

Disallowed expenditure

765,398

167

Capital allowances

(449)

Foreign operations – foreign currency translation

differences

(715)

4,018

Tax losses not utilised and carried forward

173,846

72,683

Current tax charge

The weighted average applicable tax rate of 19.29% (2021: 22%) used is a combination of the 19% standard rate of corporation

tax in the UK and 22% Greek corporation tax.

A deferred tax asset has not been recognised in respect of these losses of the Company due to the uncertainty of future profits.

The amount of deferred tax asset not recognised is approximately £248,054 (2021: £94,811).

At the Budget 2021 on 3 March 2021, the Government announced that the corporation tax rate will increase to 25% for

companies with profits above £250,000 with effect from 1 April 2023. These changes were substantively enacted at the balance

sheet date and hence have been reflected in the measurement of deferred tax balances at the period end.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

11 Earnings per share

The basic earnings per share is calculated by dividing the earnings attributable to equity shareholders by the weighted average

number of shares in issue. The diluted earnings per share is calculated by dividing the earnings attributable to equity shareholders

by the weighted average number of shares in issue plus the number of warrants and share options.

Period to 31

March 2023

(unaudited)

Year to 31

December 2021

Basic earnings per share

Loss for the financial period

(4,863,039)

(349,400)

Weighted average number of shares

10,953,796,397

10,268,189,195

Earnings per share

(0.044p)

(0.003p)

The loss attributable to equity shareholders and weighted average number of ordinary shares for the purposes of calculating

diluted earnings per ordinary share are identical to those used for basic earnings per ordinary share. This is because the exercise

of share options would have the effect of reducing the loss per ordinary share and is therefore anti-dilutive.

12 Intangible assets

Licences

Cost

At 1 January 2021

15,868

Disposals

(6,746)

Exchange differences

(726)

At 31 December 2021

8,396

Exchange differences

418

At 31 March 2023

8,814

Amortisation and impairment

At 1 January 2021

Impairment

At 31 December 2021

Impairment

Balance at 31 March 2023

Net book value

At 31 March 2023

8,814

At 31 December 2021

8,396

Following their assessment of impairment, the Directors concluded that no impairment charge was necessary for the year ended

31 December 2022 (2021: £Nil).

Amortisation of intangible assets will begin when they are available for use.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

13 Property, plant and equipment

Leasehold

Improvements

Computers,

furniture and

fittings

Land

Total

Cost

At 1 January 2021

520,178

21,280

27,115

568,573

Additions

Disposals

Exchange differences

(36,991)

(1,513)

(1,928)

(40,432)

At 31 December 2021

483,187

19,767

25,187

528,141

Additions

5,497

118,015

123,512

Disposals

(25,187)

Exchange differences

24,107

986

25,093

At 31 March 2023

512,791

138,768

651,559

Depreciation

At 1 January 2021

At 31 December 2021

Charge for the period

18,811

Exchange differences

504

At 31 March 2023

19,315

Net book value

At 31 March 2023

512,791

119,453

632,244

At 31 December 2021

483,187

19,767

25,187

528,141

The Group has not recognised depreciation charge in profit or loss for the periods 2021, 2020 and 2019.

Depreciation of assets will begin when they are available for use, i.e. when are in the location and condition necessary for they

to be capable of operating in the manner intended by management.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

14 Right-of-use asset

Land

Cost

At 1 January 2021

441,092

Exchange differences

(31,367)

At 31 December 2021

409,725

Reassessment of lease liability

30,806

Exchange differences

20,441

At 31 March 2023

460,972

Depreciation

At 1 January 2021

64,326

Charge for the period

35,083

Exchange differences

(5,514)

At 31 December 2021

93,895

Charge for the period

43,640

Exchange differences

5,854

Balance at 31 March 2023

143,389

Net book value

At 31 March 2023

317,583

At 31 December 2021

315,830

The above right-of-use asset concerns a 12- year land lease started April 2019.

During the period, rent paid on operating leases of £55,015 (2021 - £Nil) were recognised in the profit and loss.

15 Trade and other receivables

31 March 2023

(unaudited)

31 December

2021

Due within one year

Amounts due from directors

14,353

Other receivables

44,006

24,929

VAT receivables

128,537

143,346

186,896

168,275

Due over one year

Other receivables

3,085

2,938

3,085

2,938

Total trade and other receivables

189,981

171,213

No interest is charged on overdue receivables. There is no material difference between the fair value of receivables and their book

value.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

16 Cash and cash equivalents

31 March

2023

(unaudited)

December

2021

Cash at bank and in hand

2,117,159

5,020

17 Share capital

As at 31 March 2023, the Company had 12,530,000,000 allotted and fully paid ordinary shares and 2,270,182 founder shares.

The ordinary shares have attached to them fully voting, dividend, and capital distribution rights (including on a winding up). The

ordinary shares do not confer any rights of redemption.

2,270,182 Founder shares were issued in 2016. The founder shares were never quoted and do not carry a right to vote or to receive

a dividend.

Number of

Ordinary Shares

Number of Founder

As at 1 January 2021

1,852,219,137

2,270,182

Shares issued in the year for RTO (a)

10,414,447,530

Shares issued to settle debt (b)

13,333,333

Shares issued in placing and subscriptions (c)

250,000,000

As at 31 March 2023

12,530,000,000

2,270,182

Ordinary Shares of

0.1p each

Founder Shares of

£1 each

As at 1 January 2021

1,852,219

2,270,182

Shares issued in the year for RTO (a)

10,414,448

Shares issued to settle debt (b)

13,333

Shares issued in placing and subscriptions (c)

250,000

As at 31 March 2023

12,530,000

2,270,182

The total value of Ordinary Shares of 0.1p each and Founder Shares of £1 each is £14,800,182.

(a) On 5 December 2022, the company completed its reverse takeover (“RTO”) process with Hellenic Dynamics Plc

(“HELD”). The RTO was completed in the form of a share for share exchange and the ratio was approximately

1:38,858.86.

(b) On 5 December 2022, the company issued 13,333,333 shares issued in respect of the settlement of professional fees

raising £13,333.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

18 Reserves

Share Premium

As at 1 April 2022

2,816,208

Shares issued to settle debt

26,667

Shares issued in placing and subscriptions

500,000

Share issue costs

(371,305)

As at 31 March 2023

2,971,570

Merger Reserve

As at 1 April 2022

Shares issued in the year for RTO

20,828,894

As at 31 March 2023

20,828,894

19 Share Based Payments

Warrants

Details of the warrants outstanding during the period are as follows;

Weighted

average

remaining

contractual life

(periods)

Number

Weighted

average

exercise price

Brought forward at 1 April 2022

0.92

1,647,594,936

0.003

Granted

0.67

375,000,000

0.003

Lapsed

(0.92)

(1,584,810,126)

(0.003)

Carried forward at 31 March 2023

0.71

437,784,810

0.003

On 3 March 2021, the Company entered into a financial adviser warrant deed entitling Peterhouse Capital Limited to warrants

over a number of ordinary shares, representing approximately 0.5 per cent, of the enlarged Issued Share Capital (the share capital

on the date of the RTO). The warrants are exercisable at the fundraising price for a period to 3 March 2024. Total warrants issued

sum to 62,784,810.

On 5 December 2022 (“date of admission”), the Group granted a warrant to the noteholders to subscribe for one Ordinary Share

for every one Ordinary Share issued to the noteholder. The warrants are exercisable at the Conversion Price (0.3p) and will be

valid for a period to 5 December 2024. Total warrants issued sum to 375,000,000. The warrants were not issued for goods or

services provided and therefore fall outside the scope of IFRS 2 and do not require fair valuing.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

19 Share Based Payments (continued)

Share Options

Details of the equity settled share options outstanding during the period are as follows:

Number

Weighted average

remaining

contractual life

(years)

Weighted

average

exercise price

Brought forward at 1 April 2022

111,133,148

0.5

0.002

Granted

1,171,555,000

4.67

0.002

Lapsed

Carried forward at 31 March 2023

1,282,688,148

4.48

0.002

On 3 March 2021, the Group granted 111,133,148 share options with the share price at the date of the grant of 0.33p and exercise

price of 0.1975p. The vesting period of these share options is 18 months. On 10 November 2022, the exercise date of these share

options was extended to 30 September 2025.

On 5 December 2022, the Group granted 1,171,555,000 share options with the share price at the date of the grant of 0.175p and

an exercise price of 0.1975p. The vesting period of these share options is five years. Half of these options become exercisable

once a production licence is issued and approval for export is obtained, the remaining options become exercisable after

commercial sales are achieved.

The fair value of the remaining share options has been calculated using the Black-Scholes model. The assumptions used in the

calculation of the fair value of the share options outstanding during the period are as follows:

Grant Date

3 March 2021

5 December 2022

Exercise period

March 2021 –

September 2025

December 2022 –

December 2027

Share price at date of grant

0.33p

0.175p

Exercise price

0.1975p

Shares under option

111,133,148

1,171,555,000

Expected volatility

26%

47.55%

Expected life (periods)

1.5

Risk free rate

0.01%

3.24%

Expected dividend yield

Fair value per option

0.12p

0.064p

Volatility was determined by reference to the average movement in the share price of comparable European companies

involved in the cultivation of medicinal cannabis.

The average share price movement was based on a 1-year movement.

All of the above options are equity settled and the charge for the period is £62,921.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

20 Trade and other payables

31 March

2023

(unaudited)

31 December

2021

Trade payables

458,939

80,298

Other payables

59,210

13,258

Amounted owed to related parties (Note 25)

3,665

Amounts owed to personnel

17,140

112,336

Accruals

100,920

Other tax and social security

15,016

3,545

Corporation tax

100

654,990

209,437

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

21 Provisions

31 March

2023

Balance at 1 January 2022

Provision recognised during the year

212,175

Balance as at 31 March 2023

212,175

The provision represents tax reclaimed that could become repayable if the assessment of the position were to be successfully

challenged. The Directors are in the process of obtaining a professional opinion in this respect, however until such opinion is

obtained believe it appropriate that the provision is made. The provision represents the full amount of the potential repayment.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

22 Lease liabilities

31 March

2023

(unaudited)

December

2021

Current

Amounts due within one year

80,530

54,520

Non-current

Amounts due within two to five years

161,300

133,747

Amounts due over five years

141,700

175,936

303,000

309,683

383,530

364,203

Lease liabilities at 31 March 2023 are in respect of leasehold property.

31 March

2023

(unaudited)

December

2021

Up to 1 year

92,553

41,978

2 to 5 years

193,918

167,912

After 5 years

145,439

209,890

Total

431,910

419,780

Less: Future financial charges

(48,380)

(55,577)

Present value of future lease payments

383,530

364,203

23 Borrowings

31 March

2023

(unaudited)

December

2021

Current

Unsecured non-convertible loan notes

Non - current

Unsecured non-convertible loan notes

333,695

Total borrowings

333,695

Whilst the loan notes were due for repayment after one year they were repaid post year as disclosed in note 28.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

24 Financial instruments

Capital risk management

The Company’s objectives when maintaining capital are to safeguard the entity’s ability to continue as a going concern, so that

it can continue to provide future returns for shareholders and benefits for other stakeholders.

The Company monitors the capital structure with the debt to capital ratio. This is calculated as the ratio of net borrowing to total

capital employed. Net borrowings are calculated as total borrowings (including short-term and long-term borrowings as shown

in the Statement of Financial Position) less cash and cash equivalents. Total working capital is calculated as the total equity as

shown in the balance sheet plus net borrowing.

Classification of financial instruments

All financial assets have been classified as at amortised cost, and all financial liabilities have been classified as other financial

liabilities measured at amortised cost.

31 March

2023

(unaudited)

December

2021

Financial assets

Cash and cash equivalents at fair value

2,117,159

5,020

Loans and receivables at amortised cost:

Trade and other receivables

182,481

171,213

Total

2,299,640

176,233

Financial liabilities

Loans and payables at amortised cost:

Trade and other payables

554,070

209,437

Lease liabilities

383,530

364,203

Total

937,600

573,640

Net

1,362,040

(397,407)

Cash and cash equivalents

This comprises cash and short-term deposits held by the Company. The carrying amount of these assets approximates their fair

value.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

24 Financial instruments (continued)

General risk management principles

The Group is exposed to financial risks, such as market risks (changes in exchange rates, interest rates, market prices), credit risk

and liquidity risk. The Group’s overall risk management program seeks to minimise the potential negative impact of financial

market volatility on the Group’s financial performance.

Risk management is handled by the Group’s financial department, which operates according to specific rules.

The following represent the key financial risks that the Group faced during the period.

Market risk

The Group at this stage of operation is not exposed to the risk of fluctuations in interest rates arising from bank loans with

floating interest rates. The Group is also not exposed to fluctuations in market interest rates that may have affected its financial

position as well as its cash flows. Due to the non-lending of the Group there is no risk.

Nevertheless, the Group monitors interest rate trends as well as the duration and nature of financial needs.

Credit risk

The Group’s credit risk arises from cash and cash equivalents with banks and financial institutions. The Group banks with

Barclays Bank Plc who have a Fitch Credit rating of A+ and Piraeus Bank S.A. who have a Fitch Credit rating of B and therefore

the credit risk is not considered material.

Liquidity risk

The maturity of the Group’s financial liabilities including trade and other payables, other loans to related parties and lease liability

total payments with the interest payable is as set out below. Current liabilities were payable on demand or to normal trade credit

terms with the exception of lease liabilities which are payable quarterly.

The tables below summarise the maturity profile of the combined Group’s non-derivative financial liabilities at each financial

period end based on contractual undiscounted payments:

31 December 2021

(unaudited)

Less than 1 year

(unaudited)

1-2 years

(unaudited)

2-5 years

Non-derivative financial liabilities

Borrowings (current and non-current)

Trade payables and other payables

209,437

Lease liabilities

54,520

133,747

175,936

263,957

133,747

175,936

31 March 2023

Less than 1 year

1-2 years

2-5 years

Non-derivative financial liabilities

Borrowings (current and non-current)

333,695

Trade payables and other payables

553,970

Lease liabilities

80,530

161,300

141,700

634,500

161,300

475,395

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

24 Financial instruments (continued)

Currency risk

Foreign exchange risk is the risk that fair value of future cash flows of a financial instrument will fluctuate because of changes in

foreign exchange rates. The Group reports in Pounds Sterling, but the functional currency of its subsidiary is the Euro. The Group

does not currently hedge its exposure to other currencies. The Group’s cash and cash equivalents are held in Pounds Sterling and

Euros. At 31 March 2023, less than 1% (2021: 100%) of the Group’s cash and cash equivalent were held in Euros and therefore

this is not considered to be a risk.

25 Related party transactions

Transactions between the Company and its subsidiary which are related parties, have been eliminated on consolidation. Related

party transactions are considered to be conducted at arm’s length

Transactions with Directors

Remuneration paid and share options granted to the Directors is disclosed in the Remuneration Committee report on pages 29 to

31.

During the period, Ocean Park Developments Limited invoiced the Company £33,663 (2021 - £37,200) for consultancy services

provided by N B Fitzpatrick, a director at that time.

During the period, the Company advanced amounts of £52,000 (2021 - £Nil) and was repaid amounts of £37,647 (2021 - £Nil)

by a director. At the period end, the Company was owed £14,353 (2021 - £Nil) by one of the directors.

At the period end, the Group was owed £25,754 (2021 - £Nil) by one of the directors of the subsidiary. This amount has been

repaid post period-end.

At the year-end, the Company owed £3,665 (2021 - £3,491) to a company under common control by one of the directors.

26 Pension costs

The Group operates a defined contribution pension scheme in respect of the directors and employees. The assets of the scheme

are held separately from those of the Group in an independently administered fund. The pension cost charge represents

contributions payable by the Group to the fund and amounted to £963 (2022 - £Nil). The amount payable at the period-end was

£2,567 (2022 - £Nil).

27 Ultimate Controlling Party

The Directors have determined that there is no controlling party as no individual shareholder holds a controlling interest in the

Company. Controlling party is defined as a shareholder which holds more than 25% ownership of shares in the Company.

28 Post Balance Sheet Event

Subsequent to the year-end £375,000 of convertible loan notes were repaid and the associated warrants lapsed then.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2023

2023

2022

Note

ASSETS

Non-current assets

Investments

31,243,342

Property, plant and equipment

1,791

31,245,133

Current assets

Other receivables

572,623

216,871

Cash and cash equivalents

2,111,653

2,095,682

2,684,276

2,312,553

TOTAL ASSETS

33,929,409

2,312,553

EQUITY AND LIABILITIES

Issued share capital

14,800,182

4,122,400

Share premium

2,971,570

2,816,208

Merger reserve

20,828,894

Convertible loan notes reserve

41,305

Capital redemption reserve

7,500

Share based payment reserve

62,921

Retained losses

(5,774,612)

(4,681,916)

TOTAL EQUITY

32,937,760

2,264,192

Current liabilities

Trade and other payables

445,779

48,361

Provisions

212,175

657,954

48,361

Non-current liabilities

Convertible loan notes

333,695

TOTAL EQUITY AND LIABILITIES

33,929,409

2,312,553

As permitted by section 408 of the Companies Act 2006, the parent Company’s statement of comprehensive income has not be

included within these financial statements. The loss for the parent Company was £1,092,696 (2022 - £613,696).

The financial statements were approved by the board on

Davinder Rai

Chief Executive Officer

The notes on pages 78 to 81 form part of these financial statements.

COMPANY REGISTRATION NO. 06374598

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

COMPANY CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2023

Notes

2023

2022

Cash flows from operating activities

Operating loss

(1,092,696)

(613,511)

Adjusted for:

Share based payment charge

62,921

112,578

Pre-acquisition costs

197,510

Share-based compensation

5,913

Changes in provisions

212,175

Operating cashflow before working capital

commitments

(811,687)

(303,423)

(Increase) in trade and other receivables

(355,752)

(181,254)

Increase/(decrease) in trade and other payables

431,505

(80,721)

Finance costs

(185)

Net cash outflow from operating activities

(735,934)

(565,583)

Cash flows from investing activities

Purchase of property, plant and equipment

(1,791)

Pre-acquisition costs

(197,510)

Net cash flows used in investing activities

(1,791)

(197,510)

Cash flows from financing activities

Proceeds from issue of shares, net of issuing costs

378,696

Proceeds from issue of convertible loan notes

375,000

Net cash flows generated from financing activities

753,696

Net cash increase/(decrease) in cash and cash

equivalents

15,971

(763,093)

Cash and cash equivalents brought forward

2,095,682

2,858,775

Cash and cash equivalents carried forward

2,111,653

2,095,682

Major non-cash transactions

On 5 December 2022, the Company issued 10,414,447,530 shares of 0.1p each at a price of 0.3p per share to the shareholders

of Hellenic Dynamics S.A. as part of the RTO acquisition for a total of £31,243,343. See Note 9.

The Company also issued 13,333,333 shares of 0.1p each at a price of 0.3p per share for a total value of £40k for the settlement

of services rendered to the Company. See note 19.

The notes on pages 78 to 81 form part of these financial statements.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2023

capital

premium

Merger

reserve

Convertible

loan notes

reserve

Share based

payment

Reserve

Capital

redemption

reserve

Retained

earnings

Total

At 31 March 2021

4,122,400

2,816,208

7,500

(4,180,798)

2,765,310

Share based payment

charge

112,578

Total comprehensive

loss for the year

(613,696)

At 31 March 2022

4,122,400

2,816,208

7,500

(4,681,916)

2,264,192

Shares issued during

the year

263,333

526,667

790,000

Shares issued for

acquisition of

subsidiary

10,414,449

20,828,894

31,243,343

Share based payment

charge

62,921

Equity element of

convertible loan notes

41,305

Cost of share issue

(371,305)

Total comprehensive

loss for the year

(1,092,696)

At 31 March 2023

14,800,182

2,971,570

20,828,894

41,305

62,921

7,500

(5,774,612)

32,937,760

Share Capital - Share capital represents the nominal value of shares that have been issued.

Share premium - Share premium represents the difference between the nominal value of shares issued and the total consideration

received.

Merger reserve – The merger reserve arises when the company acquires at least a 90% interest in the shares of another company

and under s612 Companies Act 2006 the excess of fair value of the shares issued in excess of their nominal value is precluded

from being recognised in the share premium account. This reserve is not distributable.

Share based payment reserve - The value of equity settled share-based payments provided to employees, including key

management personnel.

Capital redemption reserve - Capital redemption reserve represents amounts transferred following the purchase of own shares.

Retained earnings - Retained earnings represent cumulative profit or losses, net of dividends and other adjustments

The notes on pages 78 to 81 form part of these financial statements.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE COMPANY FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

29 ACCOUNTING POLICIES

The accounting policies of the Company are shown in the Consolidated Financial Statements on pages 48 to 56.

29.1 Investment in subsidiaries

Investments in subsidiaries are stated at cost less any provision for impairment.

30 Investment in subsidiary undertakings

Shares in

subsidiary

undertakings

Cost

At 1 April 2021

Additions

At 31 March 2022

Additions

31,243,342

At 31 March 2023

31,243,342

Accumulated Impairment provisions

At 1 April 2021

Impairment provision

At 31 March 2022

Impairment provision

At 31 March 2023

Net book value

At 31 March 2023

31,243,342

At 31 March 2022

As set out in note 3 the Company carried out an impairment review of its investment in Hellenic Dynamics S.A. and based on

this it was considered that no impairment is required.

The following companies are the principal subsidiary undertakings at 31 March 2023 and are all consolidated:

Subsidiary undertakings

Registered Office

Country of

incorporation

Class of

Percentage of

directly held

Hellenic Dynamics S.A.

Chorigi-Kilkis P.C. 61100

Greece

Ordinary

100%

Subsidiary undertakings

Principal activity

Hellenic Dynamics S.A.

The cultivation and supply of medical cannabis

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE COMPANY FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

31 Property, plant and equipment

Computer

equipment

Total

Cost

At 1 April 2021

Additions

Disposals

At 31 March 2022

Additions

1,791

Disposals

At 31 March 2023

1,791

Depreciation

At 1 April 2021

Charge for the period

On disposals

At 31 March 2022

Charge for the period

On disposals

At 31 March 2023

Net book value

At 31 March 2023

1,791

At 31 March 2022

32 Trade and other receivables

2023

2022

Other receivables

461,330

153,193

Other taxation and social security

111,293

63,678

572,623

216,871

33 Cash and cash equivalents

2023

2022

Cash at bank

2,111,653

2,095,682

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE COMPANY FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

34 Share capital

2023

2022

Number

Allotted, called up and fully paid

Ordinary shares of 0.1p each

12,530,000,000

12,530,000

1,852,219,137

1,852,218

Founder shares of £1 each

2,270,182

14,800,182

4,122,400

2,270,182 Founder shares were issued in 2016. The founder shares were never quoted and do not carry a right to vote or to receive

a dividend.

On 5 December 2022, 10,677,780,863 0.1p ordinary shares were issued at a value of 0.003p per share.

35 Trade and other payables

2023

2022

Trade payables

295,188

8,001

Other payables

36,995

Accruals

100,920

40,260

Other taxation and social security

12,576

Corporation tax

100

445,779

48,361

36 Provisions

2023

Balance at 1 April 2022

Provision recognised during the year

212,175

Balance as at 31 March 2023

212,175

The provision represents tax reclaimed that could become repayable if the assessment of the position were to be successfully

challenged. The Directors are in the process of obtaining a professional opinion in this respect, however until such opinion is

obtained believe it appropriate that the provision is made. The provision represents the full amount of the potential repayment.

Hellenic Dynamics Plc (Formerly known as U.K. SPAC Plc)

NOTES TO THE COMPANY FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2023

37 Borrowings

2023

2022

Current

Unsecured non-convertible loan notes

Non - current

Unsecured non-convertible loan notes

333,695

Total borrowings

333,695

Whilst the loan notes were due for repayment after one year they were repaid post year as disclosed in note 28.

38 Capital Commitments

There were no capital commitments at the 31 March 2023.

39 Key management personnel compensation

Key management personnel expenses are disclosed in Note 7 to the Consolidated Financial Statements.

40 Related party disclosures

Related party disclosures are detailed at Note 25 to the Consolidated Financial Statements. The company has taken advantage

of the exemptions from the requirement to disclose transactions with group companies.

41 Financial instruments

Details of key risks are included at Note 24 to the Consolidated Financial Statements.

Categories of financial instruments

2023

2022

Financial assets

Cash and cash equivalents at fair value

2,111,653

2,095,682

Loans and receivables at amortised cost:

Trade and other receivables

565,123

216,871

Total

2,676,776

2,312,553

Financial liabilities

Trade and other payables at amortised cost

(344,859)

(48,361)

Net

2,331,917

2,264,192

41 Post Balance Sheet Event

Details of post balance sheet events are included at Note 28 to the Consolidated Financial Statements.