TIDMCODX
RNS Number : 7663X
Codex Acquisitions PLC
27 April 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES, ANY TERRITORY OR
POSESSION THEREOF OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
27 April 2023
Codex Acquisitions plc
Publication of Annual Report and Financial Statements
Codex Acquisitions plc (LSE: CODX) (the "Company") announces the
publication of its annual report and financial statements for the
year ended 31 December 2022 ("Annual Report and Financial
Statements"), which have been sent to the Financial Conduct
Authority's National Storage Mechanism and will shortly be
available for viewing at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and will
also shortly be available for viewing in the "Company Documents"
section of the Company's website at
https://www.codexplc.com/investors-2 .
Enquiries:
info@codexplc.com
Annual Report and Financial Statements
Chairman's Statement
Dear Shareholder,
I am pleased to present the financial statements for the year
ended 31 December 2022 - a period in which the ordinary shares of
Codex Acquisitions plc ("Codex" or the "Company") were successfully
admitted to listing on the standard segment of the Official List of
the Financial Conduct Authority ("Standard Listing") and to trading
on the main market for listed securities of London Stock Exchange
plc ("LSE") (the "Main Market").
We formed Codex to undertake an acquisition of a controlling
interest in a company or business within the renewable energy
sector (an "Acquisition"). Any Acquisition is expected to
constitute a reverse takeover transaction and any consideration for
the Acquisition may be partly or wholly share-based, funded from
the Company's existing cash resources, or from the raising of
additional funds.
I look forward to reporting our progress to you over the next
period.
Financial
Funding
The Company has raised GBP850,000 from investors since its
formation on 11 October 2021 through to 31 March 2022. The Company
believes that this funding will be sufficient to meet its working
capital requirements for the next 12 months on a standalone
basis.
Revenue
The Company has generated no revenue during the period. However,
the Company is focusing on acquisition targets that will ultimately
generate revenue for the Company.
Expenditure
During the period, the Company concentrated on fund raising to
support its expenditure on its primary objective of evaluating
suitable acquisition targets in the renewable energy sector. A
number of targets were considered in this process.
As at the date of this document, the Company has GBP626,961 in
cash.
Dividend
The statutory directors of the Company (the "Directors") do not
intend to declare a dividend in respect of the period under
review.
Outlook
Codex will continue to seek a suitable reverse takeover to
complete our mission as an investment company and the start of its
future.
James Lawson-Brown
Chairman; Non- Executive Director
Strategic Report
The Directors present the Strategic Report of the Company for
the year ended 31 December 2022.
Review of the business
The Company is domiciled in the United Kingdom and incorporated
and registered in England and Wales as a public limited company.
The Company's registered office is 9th Floor, 107 Cheapside, London
EC2V 6DN. The Company's registered number is 13672588.
The Company was formed to undertake acquisitions in the
renewable energy sector, looking for potential companies and
business assets that will increase shareholder value. In March
2021, the Company's ordinary shares were admitted to a Standard
Listing and to trading on the Main Market. The Company has raised
GBP850,000 from inception to the date of this report and intends to
raise further funding as part of its acquisition strategy.
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
("s172'").
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 and applied to the FCA and
the LSE for admission of its Ordinary Shares to a Standard Listing
and to trading on the Main Market, respectively. The pre-revenue
nature of the business as a shell, prior to the completion of its
acquisition strategy, 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 LSE regulations.
The application of the s172 requirements can be demonstrated in
relation to some of the key decisions made during the year ended 31
December 2022:
-- any contracts for services provided have been undertaken with
a clear cap on financial exposure.
The board of Directors of the Company (the "Board") seriously
considers its ethical responsibilities to the communities and
environment.
Key performance indicators
Given the focus of the Company on growth through Acquisitions
the only key performance indicators adopted by the Board to date is
the number of Acquisitions made. The Company has made no
Acquisitions since the year ended 31 December 2022.
As at the year-ended 31 December 2022
At the year-end the Company's Statement of Financial Position
shows net assets totaling GBP582,562 (31 December 2021 -
GBP19,685). The Company has few liabilities and is considered to
have a sufficiently strong cash position at the reporting date.
Environmental matters
The Board contains personnel with a good history of running
businesses that have been compliant with all relevant laws and
regulations and there have been no instances of non-compliance in
respect of environmental matters.
Employee information
The Company has a Chairman, who is also a Non-Executive Director
and two Independent Non-Executive Directors. At present, there is
one female Independent Non-Executive Director in the Company. The
Company is committed to gender equality and, if future roles are
identified, a wide-ranging search would be completed with the most
appropriate individual being appointed irrespective of gender.
Social/community/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 (as
amended) (the "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.
Principal risks and uncertainties
The principal risks and the steps taken by the Company to
mitigate these risks are as follows:
The Company is a newly established company with limited
operating history in its own right
The Company was incorporated in October 2021 and had yet to
complete a transaction as at the year- ended 31 December 2022.
Accordingly, the Company has no operating history to date and has
yet to demonstrate its ability to integrate acquisitions.
Difficulties in acquiring suitable targets
The Company's strategy relies on being able to identify suitable
opportunities and to execute these transactions in line with the
Company's strategy. If the Company cannot do so, this will have an
adverse effect on the Company's financial and operational
performance.
Technology risk
The companies and businesses that the Company is seeking to
acquire are characterised by technological change with many
competitors seeking to further develop their technologies. This
risk is mitigated by the quality and experience of the
Non-Executive Directors as well as those advising them.
Due diligence risk
The Company will carry out a full due diligence exercise in
relation to potential acquisitions. In doing so, the Company will
be required to rely on resources available to it, including public
information and information provided by the vendors. Such
investigations may fail to reveal or highlight all relevant facts
that may be necessary and, if that is the case, issues may arise
following completion which could, if they are sufficiently
material, result in a material adverse effect on the Company's
operations. The Company has to date used well respected
professional advisers to perform due diligence.
The Company will aim to use Ordinary Shares as consideration for
acquisition targets
The Company intends to use its Ordinary Shares as whole or part
consideration for assets. There is no guarantee that as such this
will be an attractive offer for the owners of any proposed targets.
If the Company needs to use cash financing or debt financing rather
than Ordinary Shares, there is no guarantee
it will be able to do so on terms acceptable to it. In such a
circumstance the Company could be left with substantial unrecovered
transaction costs, potentially including fees, legal costs,
accounting costs, due diligence or other expenses. The Company has
sufficient working capital to meet the expected transaction costs
for a potential acquisition.
Inability to fund operations post-Acquisition
The Company may be unable to fund the operations
post-acquisition of future target businesses, if it cannot obtain
additional funding. The Company has sufficient working capital to
meet its current funding requirements and intends to raise
additional funds in conjunction with the completion any acquisition
to provide further operational working capital if needed for future
acquisitions.
Key personnel
The Company has no employees currently. It has three
Non-Executive Directors contracted under letters of
appointment.
Gender analysis
A split of our directors by gender during the period is shown
below; the Company has no employees:
Male Female
Directors
2 1
Sustainability
We aim to conduct our business with honesty, integrity and
openness, respecting human rights and the interests of our
shareholders and employees. We aim to provide timely, regular and
reliable information on the business to all our shareholders and
conduct our operations to the highest standards.
We strive to create a safe and healthy working environment for
the wellbeing of our staff and create a trusting and respectful
environment, where all members of staff are encouraged to feel
responsible for the reputation and performance of the Company.
We aim to establish a diverse and dynamic workforce with team
players who have the experience and knowledge of the business
operations and markets in which we operate. Through maintaining
good communications, members of staff are encouraged to realise the
objectives of the Company and their own potential.
The Board would like to take this opportunity to thank our
shareholders and advisors for their support during the year.
Julio Perez
Independent Non-Executive Director
24 April 2023
Directors' Report
The Directors present their report and the audited financial
statements for the year ended 31 December 2022. The Company was
incorporated on 11 October 2021 and on 26 November 2021 extended
its initial accounting reference date to 31 December 2022.
Principal activity
The principal activity of the Company during the period was that
of identifying potential companies, businesses or asset(s) for
acquisition.
Results
The Company recorded a loss for the period before taxation of
GBP237,122 (three months to 31 December 2021: GBP30,315).
The Directors do not intend to declare a dividend in respect of
the period under review (2021: GBPnil).
Emissions
The Company is aware that it needs to measure its operational
carbon footprint in order to limit and control its environmental
impact. However, since the Company, due to its limited activities
in the year under review, did not consume more than 40,000kWh of
energy, the Company's emissions are not disclosed for this
reason.
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.
COVID-19 assessment
The recent global health crisis brought about by the COVID-19
pandemic has affected both the Company's business operations in a
very limited manner. The Company's ability to work remotely and
access capital markets in their fundraising throughout the period
has been successful. The Company sees no impact in pursuing its
acquisition strategy in 2023 as a result of the COVID-19
pandemic.
In addition, management has taken steps to monitor its cash flow
in the case that pursuing acquisition targets takes longer than
expected as a result of the COVID-19 pandemic and will allow the
Company to navigate a more challenging macro-economic environment
and remain in operation for the foreseeable future.
Dividends
No dividend has been paid during the period nor do the Directors
recommend the payment of a final dividend (prior period:
GBPnil)
Directors
The Directors who served at any time during the period were:
- James Lawson-Brown Chairman; Non-Executive Director
- Julio Perez Independent Non-Executive Director
- Kate Osborne Independent Non-Executive Director
Details of the Directors' holding of Ordinary Shares are set out
in the Directors' Remuneration Report from page 11.
Share capital
The Company is incorporated as a public limited company and is
registered in England and Wales with the registered number
13672588. Details of the Company's issued share capital, together
with details of the movements during the period, are shown in Note
11. The Company has one class of Ordinary Share and all shares have
equal voting rights and rank pari passu for the distribution of
dividends and repayment of capital.
Substantial shareholdings (unaudited)
At 17 April 2023, the Company had been informed of the following
substantial interests over 3% of the issued share capital of the
Company.
Shareholder No of Ordinary Shares Percentage of issued
Share Capital
-------------------------------------- --------------------- --------------------
Vanguard Equity Investments Limited 1 375,000 4.41%
Solar One Capital Limited 1 1,750,000 20.59%
Christopher Selner 420,000 4.94%
Costantino Calogero Giardina 2,500,000 29.41%
Patricia Dias Almeida 1,000,000 11.76%
Nuno Rosado Marcelino 1,000,000 11.76%
Jose Meneses da Silva Moura 420,000 4.94%
Alex Croft 420,000 4.94%
Miguel Janin 365,000 4.29%
-------------------------------------- --------------------- --------------------
1 Each of Vanguard Equity Investments Limited and Solar One
Capital Limited are entities ultimately beneficially wholly owned
and controlled by Julio Isaac Perez who, as at the time of this
report, holds, in aggregate, 2,125,000 ordinary shares, which
equates to 25% of the Company's issued share capital.
Letters of appointment (unaudited)
The Directors have entered into letters of appointment with the
Company and continue to be engaged under these letters of
appointment until terminated by the Company.
In the event of termination or loss of office the Director is
entitled only to payment of their basic fee in respect of his
notice period. In the event of termination or loss of office in the
case of a material breach of contract the Director is not entitled
to any further payment.
Directors are allowed to accept external appointments with the
consent of the Board, provided that these do not lead to conflicts
of interest. Directors are allowed to retain fees paid.
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 only became listed during the year, is not paying
dividends, is currently incurring losses as it gains scale and its
focus during the year ended 31 December 2022 was to seek an
acquisition. 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.
Implementation Report
Particulars of Directors' Remuneration (unaudited)
Particulars of Directors' remuneration under the Companies Act
2006 are required to be audited, are given in Notes 5 and further
referenced in the Directors' report.
Remuneration paid to the Directors' during the year ended 31
December 2022 was GBPNil (2021: GBPNil).
There were no performance measures associated with any aspect of
Directors' remuneration during the year.
Payments to past Directors (unaudited)
There are no payments in the year to past Directors.
Bonus and incentive plans (unaudited)
There were no bonus and incentive plans in place during the
year.
Percentage change in the remuneration of the Chief Executive
Officer ("CEO") (unaudited)
The Company does not yet have a CEO and therefore, no CEO
disclosure has been presented.
Other matters
The Company does not have any pension plans for any of the
Directors and does not pay contributions in relation to their
remuneration. The Company has not paid out any excess retirement
benefits to any Directors.
Approval by members (unaudited)
The remuneration policy above will be put before the members for
approval at the next annual general meeting of the Company
("AGM").
Directors' interests in shares
The Company has no minimum Director shareholding
requirements.
The beneficial interest of the Directors in the Ordinary Share
Capital of the Company at 17 April 2023 was:
Shareholder No of Ordinary Shares Percentage of issued
Share Capital
-------------- --------------------- --------------------
Julio Perez 1 2,125,000 25%
1 Julio Perez maintains his shareholding via the following two
entities, being Vanguard Equity Investments Limited and Solar One
Capital Limited, both are entities ultimately beneficially wholly
owned and controlled by Julio Perez who, as at the time of this
report, holds, in aggregate, 2,125,000 ordinary shares, which
equates to 25% of the Company's issued share capital.
Remuneration Committee (unaudited)
There is no separate Remuneration Committee at present, instead
all remuneration matters are considered by the Board as a whole. It
meets when required to consider all aspects of Directors'
remuneration, share options and service contracts.
Statement of Directors' Responsibilities in respect of the
Annual Report and the financial statements
The Directors are responsible for preparing this report and the
financial statements in accordance with applicable United Kingdom
law and regulations and those UK-adopted international accounting
standards ("UK-adopted IAS").
Company law requires the Directors to prepare financial
statements for each financial period which present fairly the
financial position of the Company and the financial performance and
cash flows of the Company for that period.
In preparing those financial statements, the Directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and estimates that are reasonable and prudent;
-- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
-- state whether applicable UK-adopted IAS have been followed,
subject to any material departures disclosed and explained in the
financial statements;
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business; and
-- provide additional disclosures when compliance with the
specific requirements in International Financial Reporting
Standards is insufficient to enable users to understand the impact
of particular transactions, other events and conditions on the
entity's financial position and financial performance.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the Company's financial statements comply with the Companies Act
2006 and Article 4 of the IAS Regulation. They are also responsible
for safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors' Report,
Directors' Remuneration Report and Corporate Governance Statement
that comply with that law and those regulations, and for ensuring
that the Annual report includes information required by the Listing
Rules of the FCA.
The financial statements are published on the Company's website.
The work carried out by the Auditor does not involve consideration
of the maintenance and integrity of this website and accordingly,
the Auditor accepts no responsibility for any changes that have
occurred to the financial statements since they were initially
presented on the website. Visitors to the website need to be aware
that legislation in the United Kingdom covering the preparation and
dissemination of the financial statements may differ from
legislation in their jurisdiction.
The Directors confirm that to the best of their knowledge:
-- the Company financial statements, prepared in accordance with
UK-adopted IAS, give a true and fair view of the assets,
liabilities, financial position and profit of the Company;
-- this Annual report includes the fair review of the
development and performance of the business and the position of the
Company together with a description of the principal risks and
uncertainties that it faces; and
-- the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide information necessary for shareholders to assess the Company's performance, business and strategy.
Auditor information
The Directors who held office at the date of approval of the
Directors' Report confirm that, so far as they are each aware,
there is no relevant audit information of which the Company's
Auditor is unaware; and each Director has taken all the steps that
he ought to have taken as a Director to make himself aware of any
relevant audit information and to establish that the Company's
Auditor is aware of that information.
Financial instruments
The Company has exposure to credit risk, liquidity risk and
market risk. Note 15 presents information about the Company's
exposure to these risks, along with the Company's objectives,
processes and policies for managing the risks.
Events after the reporting period (see Note 17)
There are no events after the reporting period.
Directors' Indemnity Provisions
The Company has taken out Directors and Officers Liability
Indemnity insurance.
Going concern
In March 2022, the Company raised GBP850,000 which was primarily
used to finance the Company. The Company believes that the funding
will be sufficient to meet its working capital requirements for at
least the next 12 months. For this reason, the Directors continue
to adopt the going concern basis in preparing the financial
statements.
Further details are given in Note 2.2 to the Financial
Statements.
Auditors
The Board appointed PKF Littlejohn LLP as auditors of the
Company on 03 December 2021 and this is their first period of
appointment. They have expressed their willingness to continue in
office and a resolution to reappoint them will be proposed at the
next AGM.
Donations
The Company made no political donations during the current and
prior periods.
ON BEHALF OF THE BOARD
Julio Perez
Independent Non-Executive Director
24 April 2023
Corporate Governance Report
Corporate Governance Statement
The Board is committed to maintaining appropriate standards of
corporate governance. The statement below, together with the report
on Directors' remuneration on pages 10, explains how the Company
has observed principles set out in The UK Corporate Governance Code
issued by the Financial Reporting Council in the UK from time to
time (the "Code") as relevant to the Company and contains the
information required by section 7 of the FCA's Disclosure Guidance
and Transparency Rules as the Company has sought to adopt these
prior to listing.
The Company has decided not to apply the Code provisions in full
given its current size and resources. The Company is a small
company with modest resources. The Company has a clear mandate to
optimise the allocation of limited resources to source acquisitions
and support its future plans. As such the Company strives to
maintain a balance between conservation of limited resources and
maintaining robust corporate governance practices. As the Company
was listed on the Main Market of the LSE, during the year it is
required to follow the Code in the year ended 31 December 2022.
The Company seeks to comply with the Code but due to its limited
activities and resources it has opted not to fully implement the
Code in respect of the following matters:
Board of Directors and Committees
The Board currently consists of three Non-Executive Directors,
of whom 2 are considered to be independent following completion of
the admission of the Company's ordinary shares to a Standard
Listing and to trading on the Main Market, being Julio Perez and
Kate Osborne. It met regularly throughout the year to discuss key
issues and to monitor the overall performance of the Company. At
its current stage of development, the Board considers all matters,
such as Remuneration, Audit and Nominations as a whole. The
Directors will actively seek to expand Board membership to provide
additional levels of corporate governance procedures at the
relevant opportunity.
Audit Committee and financial reporting
The Audit Committee comprises Julio Perez (Chair) and James
Lawson-Brown and Kate Osborne, each of whom have recent and
relevant financial experience. The Audit Committee meets at least
three times a year at the appropriate times in the reporting and
audit cycle. The committee has responsibility for, amongst other
things, the monitoring of the financial integrity of the financial
statements of the Company and the involvement of the Company's
auditors in that process. It focuses in particular on compliance
with accounting policies and ensuring that an effective system of
internal financial control is maintained. The ultimate
responsibility for reviewing and approving the annual report and
accounts and the half-yearly reports, remains with the Board.
The terms of reference of the Audit Committee covers such issues
as membership and the frequency of meetings, as mentioned above,
together with requirements of any quorum for and the right to
attend meetings. The duties of the Audit Committee covered in the
terms of reference are: financial reporting, internal controls,
internal audit, external audit and reserving. The terms of
reference also set out the authority of the committee to carry out
its duties.
The Board seeks to present a balanced and understandable
assessment of the Company's position and prospects in all interim,
final and price-sensitive reports and information required to be
presented by statute.
External auditor
The Board meets with the auditor during the year to consider the
results, internal procedures and controls and matters raised by the
auditor. The Board considers auditor independence and objectivity
and the effectiveness of the audit process. It also considers the
nature and extent of the non-audit services supplied by the auditor
reviewing the ratio of audit to non-audit fees and ensures that an
appropriate relationship is maintained between the Company and its
external auditor. During the year PKF provided reporting accountant
services in relation to the admission of the Company's ordinary
shares to a Standard Listing and to trading on the Main Market, and
associated subscription. Details of the total fees paid to the
auditors are set out in Note 4 to the accounts.
The Company has a policy of controlling the provision of
non-audit services by the external auditor in order that their
objectivity and independence are safeguarded. As part of the
decision to recommend the appointment of the external auditor, the
Board takes into account the tenure of the auditor in addition to
the results of its review of the effectiveness of the external
auditor and considers whether there should be a full tender
process. There are no contractual obligations restricting the
Board's choice of external auditor. PKF Littlejohn LLP have been in
their role as auditors for one year, auditing the periods ended 31
December 2021 and 31 December 2022.
Remuneration committee
There is no separate Remuneration Committee at present, instead
all remuneration matters are considered by the Board as a whole. It
meets when required to consider all aspects of directors' and staff
remuneration, share options and service contracts. On completion of
its first transaction, the Board intends to put in place a separate
Remuneration Committee comprising only independent Directors.
Nominations committee
The Board does not intend to create a Nominations Committee for
the time being but will re-evaluate as the Company grows.
Internal financial control
Financial controls have been established so as to provide
safeguards against unauthorised use or disposition of the assets,
to maintain proper accounting records and to provide reliable
financial information for internal use. Key financial controls
include:
-- the maintenance of proper records;
-- a schedule of matters reserved for the approval of the Board;
-- evaluation, approval procedures and risk assessment for acquisitions; and
-- close involvement of the Directors in the day-to-day
operational matters of the Company.
The Directors consider the size of the Company and the close
involvement of Directors in the day-to-day operations makes the
maintenance of an internal audit function unnecessary. The
Directors will continue to monitor this situation.
Shareholder communications
The Company uses its corporate website (www.codexplc.com) to
ensure that the latest announcements, press releases and published
financial information are available to all shareholders and other
interested parties.
The AGM is used to communicate with both institutional
shareholders and private investors and all shareholders are
encouraged to participate. Separate resolutions are proposed on
each issue so that they can be given proper consideration and there
is a resolution to approve the Annual Report and Accounts.
The Company counts all proxy votes and will indicate the level
of proxies lodged on each resolution after it has been dealt with
by a show of hands.
Statement of Comprehensive Income
Year ended 31 3 month period
December ended 31
Notes 2022 December 2021
GBP GBP
Administrative expenses 4 (237,122) (30,315)
-------------------------------------------- --------------------- ---------------- ----------------
Operating loss (237,122) (30,315)
Interest receivable - -
Finance costs - -
-------------------------------------------- --------------------- ---------------- ----------------
Loss on ordinary activities before taxation (237,122) (30,315)
Tax on loss on ordinary activities 6 - -
-------------------------------------------- --------------------- ---------------- ----------------
Loss and total comprehensive income for the period attributable
to equity holders
(237,122) (30,315)
------------------------------------------------------------------------------------- ----------------
Earnings per share (basic and diluted) attributable to the equity 7 (0.3) (0.06)
The above results relate entirely to continuing activities.
The accompanying notes on pages 22 to 34 form part of these
financial statements.
Statement of Financial Position
As at 31 As at 31
December December
Notes 2022 2021
GBP GBP
CURRENT ASSETS
Trade and other receivables 8 5,697 -
Cash and cash equivalents 9 626,961 50,000
----------------------------- ---------------------------- --------------------------- ----------------------------
632,658 50,000
----------------------------- ---------------------------- --------------------------- ----------------------------
TOTAL ASSETS 632,658 50,000
----------------------------- ---------------------------- --------------------------- ----------------------------
CURRENT LIABILITIES
Trade and other payables 10 50,095 30,315
----------------------------- ---------------------------- --------------------------- ----------------------------
TOTAL LIABILITIES 50,095 30,315
----------------------------- ---------------------------- --------------------------- ----------------------------
NET ASSETS 582,562 19,685
----------------------------- ---------------------------- --------------------------- ----------------------------
EQUITY
Share capital 11 850,000 50,000
Retained deficit (267,437) (30,315)
----------------------------- ---------------------------- --------------------------- ----------------------------
TOTAL EQUITY 582,562 19,685
----------------------------- ---------------------------- --------------------------- ----------------------------
The accompanying notes on pages 22 to 34 form part of these
financial statements.
These financial statements were approved by the Board of
Directors on 24 April 2023 and were signed on its behalf by:
Julio Perez
Independent Non-Executive Director
Company number: 13672588
Statement of Cashflows
Year ended 3 month
31 December Period ended 31 December
Notes 2022 2021
GBP
GBP
Cash flow from operating activities
Loss for the period (237,122) (30,315)
Adjustments for:
Decrease in trade and other receivables - -
(Decrease)/increase in trade and other payables 14,083 30,315
Share based payments - -
--------------------------------------------------------- ------------- ------------ ------------------------------
Net cash outflow from operating activities (223,038) -
--------------------------------------------------------- ------------- ------------ ------------------------------
Cashflow from financing activities
Proceeds on the issue of shares 800,000 50,000
Net cash inflow from financing activities 800,000 50,000
------------------------------------------------------------------------ ------------ ------------------------------
Net (decrease)/increase in cash and cash equivalents 576,961 50,000
Cash and cash equivalents at the beginning of the period 50,000 0
Cash and cash equivalents at the end of the period 626,961
50,000
There were no cashflows from investing activities during the
period.
The accompanying notes on pages 22 to 34 form part of these
financial statements.
Statement of Changes in Equity
The statement of changes in equity of the Company from the date
of incorporation on 11 October 2021 to 31 December 2022 is stated
below:
Share Retained Totals
Capital Deficit
GBP GBP GBP
Balance at 11 October 2021 50,000 50,000
Total comprehensive loss for the ,315) (30,315)
Balance at 31 December 2021 50,000 (30,315) 19,685
----------------------------------- ------- --------- -----------
Total comprehensive loss for the (237,122) (237,122)
Shares issued during the period 800,000 800,000
Balance at 31 December 2021 850,000 (267,437) 582,562
----------------------------------- ------- --------- -----------
Definitions:
Share capital - the ordinary issued share capital of the
Company.
Retained deficit - Cumulative net gains and losses recognised in
the Statement of Comprehensive Income
The accompanying notes on pages 22 to 34 form part of these
financial statements.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEARED 31 DECEMBER
2022
1 GENERAL INFORMATION
The principal activity of Codex Acquisitions plc (the "Company")
is to identify potential companies, businesses or asset(s) in the
Renewable Energy sector that will increase shareholder value.
The Company is domiciled in the United Kingdom and incorporated
and registered in England and Wales as a public limited company.
The Company's registered office is 9(th) Floor, 107 Cheapside,
London EC2V 6DN. The Company's registered number is 13672588.
2 ACCOUNTING POLICIES
2.1 Basis of preparation
The Financial Statements of the Company have been prepared in
accordance with UK-adopted IAS.
The Financial Statements have been prepared under the historical
cost convention unless otherwise stated. The principal accounting
policies are set out below and have, unless otherwise stated, been
applied consistently. The Financial Statements are prepared in
pounds Sterling and presented to the nearest pound.
2.2 Going concern
The financial statements have been prepared on a going concern
basis, which assumes that the Company will continue in operational
existence for the foreseeable future.
The Company had a net cash outflow from operating activities for
the period of GBP223,038 and at 31 December 2022 had cash and cash
equivalents balance of GBP626,961.
In March 2022, the Company raised GBP800,000 which was primarily
used to finance the Company. The Company believes that the funding
will be sufficient to meet its working capital requirements for at
least the next 12 months. Accordingly the Directors are confident
that costs will be managed such that they can be maintained within
the working capital raised. For this reason, the Directors continue
to adopt the going concern basis in preparing the financial
statements.
2.3 Foreign currency translation
The financial information is presented in Sterling which is the
Company's functional and presentational currency.
Transactions in currencies other than the functional currency
are recognised at the rates of exchange on the dates of the
transactions. At each balance sheet date, monetary assets and
liabilities are retranslated at the rates prevailing at the balance
sheet date with differences recognised in the Statement of
comprehensive income in the period in which they arise.
2.4 Cash and cash equivalents
Cash and cash equivalents comprise cash at hand and current and
deposit balances at banks.
2.5 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.
2.6 Trade and other payables
Trade payables are recognised initially at their fair value and
subsequently measured at amortised cost.
2.7 Financial instruments Initial recognition
A financial asset or financial liability is recognised in the
statement of financial position of the Company when it arises or
when the Company becomes part of the contractual terms of the
financial instrument.
Classification
Financial assets at amortised cost
The Company measures financial assets at amortised cost if both
of the following conditions are met
-- the asset is held within a business model whose objective is
to collect contractual cash flows; and
-- the contractual terms of the financial asset generating cash
flows at specified dates only pertain to capital and interest
payments on the balance of the initial capital.
Financial assets which are measured at amortised cost, are
measured using the Effective Interest Rate Method (EIR) and are
subject to impairment. Gains and losses are recognised in profit or
loss when the asset is derecognised, modified or impaired.
Financial liabilities at amortised cost
Financial liabilities measured at amortised cost using the
effective interest rate method include current borrowings and trade
and other payables that are short term in nature. Financial
liabilities are derecognised if the Company's obligations specified
in the contract expire or are discharged or cancelled.
Amortised cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are an integral
part of the effective interest rate ("EIR"). The EIR amortisation
is included as finance costs in profit or loss. Trade payables
other payables are non-interest bearing and are stated at amortised
cost using the effective interest method.
Derecognition
A financial asset is derecognised when:
-- the rights to receive cash flows from the asset have expired, or
-- the Company has transferred its rights to receive cash flows
from the asset or has undertaken the commitment to fully pay the
cash flows received without significant delay to a third party
under an arrangement and has either (a) transferred substantially
all the risks and the assets of the asset or (b) has neither
transferred nor held substantially all the risks and estimates of
the asset but has transferred the control of the asset.
Impairment
The Company recognises a provision for impairment for expected
credit losses regarding all financial assets. Expected credit
losses are based on the balance between all the payable contractual
cash flows and all discounted cash flows that the Company expects
to receive. Regarding trade receivables, the Company applies the
IFRS 9 simplified approach in order to calculate expected credit
losses. Therefore, at every reporting date, provision for losses
regarding a financial instrument is measured at an amount equal to
the expected credit losses over its lifetime without monitoring
changes in credit risk. To measure expected credit losses, trade
receivables and contract assets have been grouped based on shared
risk characteristics.
2.8 Equity
Share capital is determined using the nominal value of shares
that have been issued.
The Share premium account includes any premiums received on the
initial issuing of the share capital. Any transaction costs
associated with the issuing of shares are deducted from the Share
premium account, net of any related income tax benefits.
Equity-settled share-based payments are credited to a warrants
reserve as a component of equity until related options or warrants
are exercised or lapse.
Retained earnings includes all current and prior period results
as disclosed in the income statement.
2.9 Earnings per share
Basic earnings per share is calculated by dividing:
The loss attributable to owners of the company, excluding any
costs of servicing equity other than ordinary shares.
By weighting the average number of ordinary shares outstanding
during the financial period.
2.10 Taxation
Tax currently payable is based on taxable profit for the period.
Taxable profit differs from profit as reported in the income
statement because it excludes items of income and expense that are
taxable or deductible in other years and it further excludes items
that are never taxable or deductible. The Company's liability for
current tax is calculated using tax rates that have been enacted or
substantively enacted by the balance sheet date.
Deferred tax is recognised on differences between the carrying
amounts of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits
will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from initial recognition of
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and associates,
and interests in joint ventures, except where the Company is able
to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the
foreseeable future.
The carrying amount of deferred tax assets is reviewed at each
balance sheet 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 asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled, or the asset
realised. Deferred tax is charged or credited to profit or loss,
except when it relates to items charged or credited directly to
equity, in which case the deferred tax is also dealt with in
equity.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied
by the same taxation authority and the Company intends to settle
its current tax assets and liabilities on a net basis.
2.11 Critical accounting judgements and key sources of estimation uncertainty
In the process of applying the entity's accounting policies,
management makes estimates and assumptions that have an effect on
the amounts recognised in the financial information. Although these
estimates are based on management's best knowledge of current
events and actions, actual results may ultimately differ from those
estimates. The Directors do not consider there to be any critical
accounting estimates or judgement made in the preparation of these
financial statements.
2.12 Standards, amendments and interpretations to existing
standards that are not yet effective New standards, amendments to
standards and interpretations:
The Company has adopted all of the new and revised Standards and
Interpretations that are relevant to their operations and effective
for accounting periods beginning 1 January 2022. The Company has
not adopted any standards or interpretations in advance of the
required implementation dates.
The adoption of the Standards and Interpretations which became
effective this year did not have a material impact on these
Financial Statements.
Standards not yet applied
At the date of authorisation of these financial statements, the
following relevant Standards and Interpretations, which have not
been applied in these financial statements, were in issue but not
yet effective (and in some cases have not yet been adopted by the
UK Endorsements Board):
Standard Impact on initial application
Effective date
IAS 1 Amendments - Presentation and Classification of
Liabilities as Current or Non-current 1/1/2023 IAS 8 Amendments -
Definition of Accounting Estimates 1/1/ 2023
IAS 1 Amendments - Disclosure of Accounting Policies
1/1/2023 IFRS 17 Insurance contracts
31/12/2023
The directors are evaluating the impact that these standards
will have on the financial statements of the Company but it is not
anticipated that they will have a material impact on the
company.
2.13 Segmental reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating
decision-maker.
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Board as a whole.
Given the current operations of the Company there are no
reportable segments.
2.14 Financial Risk Management Objectives and Policies
The Company does not enter into any forward exchange rate
contracts.
The main financial risks arising from the Company's activities
are market risk, interest rate risk, foreign exchange risk, credit
risk, liquidity risk and capital risk management. Further details
on the risk disclosures can be found in Note 15.
3. REVENUE
There was no revenue generated in the period.
4. ADMINISTRATIVE EXPENSES
This is stated after charging:
3 months
31 December to
31 December
2022 2021
Auditor's remuneration GBP GBP
- audit of the Company 20,000 -
- non-audit services
corporate finance services 15,000 10,000
Directors' remuneration - -
Legal, professional and consultancy
fees 159,000 20,315
Other expenses 43,122 -
-------------------------------------------- ------------- ------------
5. DIRECTORS AND STAFF COSTS
During the year the only staff of the Company were the Directors
and as such the Directors are the key management personnel.
Management remuneration, other benefits supplied and social
security costs to the Directors during the period was as follows
GBPNil (2021: GBPNil).
The average number of staff during the period, including
Directors was 3.
The remuneration and associated social security costs per
Director for the year ended 31 December 2022 was all short term in
nature and are as stated in the remuneration report on page 10.
6. TAXATION
3 months ending
31 December
31 December
2022 2021
The charge / credit for the period is GBP GBP
made up as follows:
Corporation taxation on the results for - -
the period
Deferred tax - -
--------------------------------------- ------------- ---------------
Taxation charge / credit for the period - -
--------------------------------------- ------------- ---------------
A reconciliation of the tax charge / credit appearing in the
income statement to the tax that would result from applying the
standard rate of tax to the results for the period is:
Loss per accounts (237,122) (30,315)
----------------------------------------------- ---------- ---------
Tax credit at the standard rate of corporation
tax in the UK of 19% (45,053) (5,759)
Impact of costs disallowed for tax purposes - -
Impact of unrelieved tax losses carried
forward 255,464 5,759
----------------------------------------------- ---------- ---------
- -
----------------------------------------------- ---------- ---------
Estimated tax losses of GBP273,122 (31 December 2021: GBP30,315)
are available for relief against future profits. No relating
deferred tax asset has been provided for in the accounts based on
the uncertainty as to when profits will be generated against which
to relieve said asset.
Factors affecting the future tax charge
The standard rate of corporation tax in the UK is 19%.
Accordingly, the Company's effective tax rate for the period was
19%.
6. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the period.
3 months
ending
31 December 31 December
2022 2021
GBP GBP
Loss from continuing operations attributable
to equity
holders of the company (273,122) (30,315)
--------------------------------------------- ------------------------------- ---------------------
Weighted average number of ordinary shares
in issue 8,500,000 500,000
--------------------------------------------- ------------------------------- ---------------------
Basic and fully diluted loss per share from continuing
operations (pence)
(0.3) (0.06)
The calculation of the earnings per share is based on the loss
for the financial period after taxation of GBP273,122 and on the
weighted average of 850,000 ordinary shares in issue during the
period.
8. TRADE AND OTHER RECEIVABLES
31 December 31 December
2022 2021
GBP GBP
Prepayments and other receivables 5,697 -
-------------------------------------------- ----------- -----------
5,697 -
-------------------------------------------- ----------- -----------
The Directors consider that the carrying value amount of trade
and other receivables approximates to their fair value.
9. CASH AND CASH EQUIVALENTS
31
December 2021 31 December 2022
Cash at bank 626,961
50,000
Cash at bank comprises balances held by the Company in current
bank accounts and instant access deposit accounts. The carrying
value of these approximates to their fair value.
10. TRADE AND OTHER PAYABLES
31 December 31 December
2022 2021
GBP GBP
Accrued liabilities 40,000 -
Trade and other payables 45,008 30,315
Vat Liability (34,913)
------------------------------ ----------- -----------
50,095 30,315
------------------------------ ----------- -----------
Trade payables and accruals principally comprise amounts
outstanding for trade purchases and continuing costs. The Directors
consider that the carrying value amount of trade and other payables
approximates to their fair value. Refer Note 15.
11. SHARE CAPITAL / SHARE PREMIUM
Number of Share Total
shares on capital GBP
issue GBP
------------------------------------ --------------- -------------- ---------
Balance as at 31 December 2021 500,000 50,000 50,000
Balance as at 31 December 2021 500,000 50,000 50,000
--------------- -------------- ---------
Shares issued during the year ended
31 December 2022 (net of issue
costs) 8,000,000 800,000 800,000
--------------- -------------- ---------
Balance as at 31 December 2022 8,500,000 850,000 850,000
--------------- -------------- ---------
The Company has only one class of share. All ordinary shares
have equal voting rights and rank pari passu for the distribution
of dividends and repayment of capital. As at 31 December 2022 the
Company's issued and outstanding capital structure comprised
8,500,000 shares and there were no other securities in issue and
outstanding.
From 11 October 2021 to 31 March 2022 the Company issued
8,500,000 ordinary shares of GBP0.10 each at a subscription price
of GBP0.10 per subscription share. The shares rank pari passu in
all respects to the existing ordinary shares.
12. CAPITAL COMMITMENTS
There were no capital commitments at 31 December 2022 (2021:
GBPnil).
13. CONTINGENT LIABILITIES
There were no contingent liabilities at 31 December 2022 (2021:
GBPnil).
14. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company's financial instruments comprise primarily cash and
various items such as trade debtors and trade payables which arise
directly from operations. The main purpose of these financial
instruments is to provide working capital for the Company's
operations. The Company does not utilise complex financial
instruments or hedging mechanisms.
Financial assets by category
The categories of financial assets are as follows:
31 December 31 December
2022 2021
GBP GBP
Current Assets at amortised cost:
Unpaid amount on share capital - -
Cash and cash equivalents 626,961 50,000
---------------------------------- ----------- -----------
626,961 50,000
---------------------------------- ----------- -----------
Financial liabilities by category
The categories of financial liabilities are as
follows:
31 December 31 December
2022 2021
Current Liabilities at amortised cost: GBP GBP
Trade and other payables 50,095 30,315
Categorised as financial liabilities measured at cost
50,095 30,315
All amounts are short term and payable in 0 to 3 months.
Credit risk
The maximum exposure to credit risk at the reporting date by
class of financial asset was:
31 December 31 December
2022 2021
GBP GBP
Trade and other receivables - -
Cash and cash equivalents 626,961 50,000
---------------------------- ----------- -----------
Interest rate risk
None of the Company's assets or liabilities are subject to any
material interest rate risk since any interest earned would be at a
negligible interest rate and none are subject to interest charges.
All deposits are placed with main clearing banks or held in cash
wallets to facilitate non-sterling payments or expense payments.
The deposits are placed in current accounts or instant access
deposit accounts to provide flexibility and access to the
funds.
The nature of the Company's activities and the basis of funding
are such that the Company seeks to maintain liquid resources to
meet its expenses for at least twelve months. The cash resources
are more than sufficient to meet anticipated outgoings for a year.
The Company will utilise these resources to meet the cost of
operations of the Company.
Credit and liquidity risk
Credit risk is the risk of an unexpected loss if a counter party
to a financial instrument fails to meet its commercial obligations.
The Company's maximum credit risk exposure is limited to the
carrying amount of cash of GBP626,961. As the prepaid consideration
is non-refundable it is not subject to credit risk. Credit risk is
managed by depositing surplus funds with financial institutions
with a credit rating equivalent to, or above, the main UK clearing
banks. All financial liabilities are payable in the short term
(between 0 to 3 months) and the Company maintains adequate bank
balances to meet those liabilities.
The Company operates in a global market with income and costs
possibly arising in a number of currencies. The majority of the
operating costs are incurred in GBPGBP. The Company does not hedge
potential future income or costs, since the existence, quantum and
timing of such transactions cannot be accurately predicted. The
Company did not have foreign currency exposure at period end.
15. CAPITAL MANAGEMENT
The Company manages its capital to ensure that it will be able
to continue as a going concern while maximising the return to
shareholders through the optimisation of the balance between debt
and equity.
The capital structure of the Company as at 31 December 2022
consisted of equity attributable to the equity holders of the
Company, totaling GBP582,562.
The Company reviews the capital structure on an on-going basis.
As part of this review, the directors consider the cost of capital
and the risks associated with each class of capital. The Company
will balance its overall capital structure through the payment of
dividends and new share issues. The Company has no plans to take on
debt capital.
16. RELATED PARTY TRANSACTIONS
Vanguard Equity Investments Ltd, a company that the sole
Director is Julio Perez, received GBP17,000 (2021: GBPNil) during
the year for the repayment of FCA and LSE costs incurred by the
Company in connection with the admission of its ordinary shares to
a Standard Listing and to trading on the Main Market. At the year
end, an amount of GBPNil (2021: GBPNil) was due to Vanguard Equity
Investments Ltd.
17. EVENTS SUBSEQUENT TO YEAR
There were no significant events subsequent to the year end.
18. CONTROL
In the opinion of the Directors there is no single ultimate
controlling party.
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END
FR UBVVROOUSUAR
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April 27, 2023 12:04 ET (16:04 GMT)
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