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JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE
PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF
DOMESTIC LAW IN THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN
IRELAND ("UK") PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT)
REGULATIONS (SI 2019/310)
("UK MAR").
01 July 2024
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 2023 ("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:
For further information, please
visit www.codexplc.com or contact:
Codex Acquisitions plc
Julio Perez
Non-Executive Director
T: +44 (0)20 8682 0582
Email:
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 2023.
We formed Codex Acquisitions plc ("Codex" or the "Company") to undertake an acquisition
of a controlling interest in a company or business within the
renewable energy sector (an "Acquisition"). In pursuance of that
strategy the Company announced in December 2023,
that it entered into non-binding heads of terms ("HOTs") to acquire the entire issued
share capital of Technologies New Energy S.A. ("TNE"), a company incorporated in
Portugal operating in the renewable energy sector.
This Proposed Acquisition is expected to constitute
a reverse takeover transaction and any consideration for the
Acquisition to be wholly share-based via the issuance of new
ordinary shares of nominal value 10 pence each in the capital of
the Company ("Ordinary
Shares") (the "Proposed
Acquisition").
I look forward to reporting our progress to you over
the next period.
Financial
Funding
As at 25 June 2024, the Company has £439,873 in
cash. The Company believes that this
funding will be sufficient to meet its working capital requirements
for the next 12 months should the Proposed Acquisition not be
completed by July 2025. In the event the proposed acquisition
proceeds to completion, the Company will need to raise further
sufficient financing as is required to fund forecasted growth and
working capital for TNE.
Revenue
The Company has generated no revenue during the
period. However, the Company is focusing on completing the Proposed
Acquisition that will ultimately generate revenue for the
Company.
Expenditure
During the period, the Company concentrated on
managing its expenditure and on its primary objective of evaluating
suitable acquisition targets in the renewable energy sector. A
number of targets were considered in this process.
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 is now focusing on completing the Proposed
Acquisition with TNE, which is expected to ultimately lead to a
reverse takeover to complete our mission as an investment company
and the start of TNE's future as a listed company.
James Lawson-Brown
Chairman; Non-Executive
Director
28 June 2024
Strategic Report
The Directors present the Strategic Report of the
Company for the year ended 31 December 2023.
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 an acquisition
in the renewable energy sector, looking for potential companies and
business assets that will increase shareholder value. As part of
its acquisition strategy the Company announced in December 2023,
that it entered into HOTs to acquire the entire issued share
capital of TNE.
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 operates as a cash shell with its
Ordinary Shares admitted to listing on the
standard segment of the Official List of the Financial Conduct
Authority ("FCA")
("Standard Listing") and to
trading on the main market for listed securities ("Main Market") of London Stock Exchange
plc ("LSE"). The
pre-revenue nature of the business as a cash 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 applicable FCA
and LSE regulations.
The Directors believe they have met the requirements
of s172 by implementing the following measures:
Consideration of
Long-Term Consequences
The Directors have consistently taken into account
the likely consequences of any decision in the long term. They have
conducted comprehensive risk assessments and scenario analyses to
evaluate the potential impacts on the company's financial
performance, market position, and sustainability. By considering
the long-term consequences, the Directors have made strategic
decisions that prioritise the company's growth, profitability, and
value creation for its members.
Fair Treatment of
Members
The Directors have acted fairly between the members
of the company. They have ensured that all shareholders are treated
equitably and have made efforts to protect the rights and interests
of minority shareholders. The Directors have facilitated
transparent and inclusive decision-making processes, providing
opportunities for shareholders to express their views and
concerns.
Maintenance of
High Standards of Business Conduct
The Directors have maintained a reputation for high
standards of business conduct. The Directors have actively promoted
a culture of integrity, transparency, and accountability, leading
by example in their own behavior. They have also established
internal controls and monitoring mechanisms to ensure adherence to
legal and regulatory requirements, preventing unethical practices
and maintaining the company's reputation.
Fostering
Relationships with Stakeholders
The Directors have actively fostered the company's
relationships with suppliers and other stakeholders. They have
engaged in regular communication with key stakeholders, seeking
their feedback and understanding their needs and expectations. By
maintaining strong stakeholder relationships, the Directors have
ensured the company's continued success and long-term value
creation.
Consideration of
Impact on the Community and Environment
The Directors have taken into consideration the
impact of the company's operations on the community and the
environment. They have implemented sustainable practices, such as
reducing waste, minimizing emissions, and promoting energy
efficiency.
The application of the s172 requirements can be
demonstrated in relation to some of the key decisions made during
the year ended 31 December 2023:
· any
contracts for services provided have been undertaken with a clear
cap on financial exposure.
Key performance indicators
Given the focus of the Company on
growth through completion of acquisitions the only key performance
indicators adopted by the Company's board of Directors (the
"Board") to date is the number of acquisitions made. The Company
has made no Acquisitions since the year ended 31 December
2023.
As at the year-ended 31 December 2023
At the year-end the Company's Statement of Financial
Position shows net assets totaling £531,840 (31 December 2022 -
£582,562). 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 has
yet to complete an acquisition as at the year- ended 31 December
2023. Accordingly, the Company has no operating history to date and
has yet to demonstrate its ability to integrate acquisitions.
Failure to
complete a targeted acquisition
There is no certainty that the targeted acquisition
of TNE will proceed or that it or any other potential acquisition
will be successful. The acquisition of TNE is subject to contract
and due diligence.
Difficulties in
acquiring suitable targets
There is no certainty that the targeted acquisition
of TNE will proceed or that it or any other potential acquisition
will be successful. The acquisition of TNE is subject to contract,
due diligence and the enlarged group's ability to raise funds.
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 should 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 completing an
acquisition
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 of 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 the 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
28 June 2024
Directors' Report
The Directors present their report and the financial
statements for the year ended 31 December 2023.
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 £50,723 (31 December 2022: £237,122).
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.
Dividends
No dividend has been paid during the period nor do
the Directors recommend the payment of a final dividend (prior
period: £nil)
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' holdings of Ordinary
Shares are set out in the Directors' Remuneration Report on 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 Shares and all
shares have equal voting rights and rank pari passu for the distribution of
dividends and repayment of capital.
Substantial shareholdings
At 03 June 2024, 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 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
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 2023
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
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 2023 was £5,000 (2022:
£Nil).
There were no performance measures associated with
any aspect of Directors' remuneration during the year.
Payments to past
Directors
There are no payments in the year to past Directors.
Bonus and incentive plans
There were no bonus and incentive plans in place
during the year.
Percentage change in the
remuneration of the Chief Executive Officer ("CEO")
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
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 08 April 2024 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
There is no separate remuneration committee of the
Board 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. 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 financial performance 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.
Financial instruments
The Company has exposure to credit risk, liquidity
risk and market risk. Note 14 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 which
have an impact on the annual report and financial statements.
Directors' Indemnity Provisions
The Company has taken out Directors and Officers
Liability Indemnity insurance.
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 announced in December 2023, that it
entered into HOTs to acquire the entire issued share capital of
TNE. As at 25 June 2024, the Company had
£439,873 in cash. Should the proposed
acquisition not proceed to completion by July 2025, the Company
believes that this funding will be sufficient to meet its working
capital requirements for the next 12 months on a standalone basis.
In the event the proposed acquisition proceeds to
completion, the Company will need to raise further sufficient
financing as is required to fund forecasted growth and working
capital for TNE for a period of at least 12 months from the date of
approval of the financial statements.
There is no guarantee that the
directors will be successful in raising the required financing for
TNE's future growth and working capital. This matter indicates that
a material uncertainty exists that may cast doubt on the Company's
ability to continue as a going concern at the time of approval of
the Annual Report and financial statements. The financial
statements do not include adjustments should the going concern
basis be inappropriate. Nonetheless, in view of the successful
placing of shares in the prior period and other available funding
options, the directors are confident they will be successful in
raising the necessary financing within the next 12 months from the
date of approval of the financial statements.
For these reasons, the Directors continue to adopt
the going concern basis in preparing the financial statements.
Donations
The Company made no political donations during the
current and prior periods.
ON BEHALF OF THE BOARD
Julio
Perez
Independent
Non-Executive Director
28 June
2024
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 page 11, 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 "UKCGC") 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.
The Company has decided not to apply the UKCGC
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 an acquisition 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 UKCGC in the year
ended 31 December 2023.
The Company seeks to comply with the UKCGC but due
to its limited activities and resources it has opted not to fully
implement the UKCGC 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 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),
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 Johnsons
Chartered Accountants did not provide any non-audit services.
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.
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
|
Year ended
|
|
|
|
31 December
|
31
December
|
|
|
|
2023
|
2022
|
|
|
Notes
|
|
|
|
|
|
£
|
£
|
|
|
|
|
|
|
Administrative expenses
|
4
|
(50,723)
|
(237,122)
|
|
Operating loss
|
|
(50,723)
|
(237,122)
|
|
|
|
|
|
|
Loss on ordinary activities before taxation
|
|
(50,723)
|
(237,122)
|
|
Tax on loss on ordinary
activities
|
6
|
-
|
-
|
|
Loss and total comprehensive loss for the year attributable to
the owners of the company
|
|
(50,723)
|
(237,122)
|
|
|
|
|
|
|
Loss per share- basic
(pence)
|
7
|
0.01
|
0.03
|
|
|
|
|
|
|
Loss per share- diluted
(pence)
|
|
0.01
|
0.03
|
The above results relate entirely
to continuing activities.
The accompanying notes on pages 27
to 36 form part of these financial statements.
STATEMENT OF FINANCIAL POSITION
|
|
|
As
at 31 December
|
As at 31 December
|
|
Notes
|
2023
|
2022
|
|
|
£
|
£
|
|
CURRENT ASSETS
Trade and other receivables
|
8
|
39,459
|
40,610
|
|
Cash and cash equivalents
|
9
|
537,963
|
626,961
|
|
|
|
577,422
|
667,571
|
|
TOTAL ASSETS
|
|
577,422
|
667,571
|
|
CURRENT LIABILITIES
|
|
|
|
|
Trade and other payables
|
10
|
45,582
|
85,008
|
|
TOTAL LIABILITIES
|
|
45,582
|
85,008
|
|
|
|
|
|
|
NET ASSETS
|
|
531,840
|
582,562
|
|
EQUITY
Share capital
|
11
|
850,000
|
850,000
|
|
Retained deficit
|
|
(318,160)
|
(267,437)
|
|
TOTAL EQUITY
|
|
531,840
|
582,562
|
The accompanying notes on pages 27
to 36 form part of these financial statements.
These financial statements were
approved by the Board of Directors on 28 June 2024 and were signed on its behalf by:
_____________________________________________________________________________________________
Julio Perez
Independent Non-Executive
Director
Company number: 13672588
STATEMENT OF CASHFLOWS
|
|
Notes
|
Year ended
31 December
2023
£
|
Year
ended
31
December
2022
£
|
|
Cash flow from operating activities
Loss for the year
|
|
(50,723)
|
(237,122)
|
|
Adjustments for:
Decrease in trade and other
receivables
|
|
1,151
|
-
|
|
(Decrease)/Increase in trade and
other payables
|
|
(39,426)
|
14,083
|
|
Net cash outflow from operating
activities
|
|
(88,998)
|
(223,038)
|
|
Cashflow from financing activities
|
|
|
|
|
Proceeds on the issue of
shares
|
|
-
|
800,000
|
|
Net cash inflow from financing
activities
|
|
-
|
800,000
|
|
Net (Decrease)/Increase in cash and cash equivalents
|
|
(88,998)
|
576,961
|
|
Cash and cash equivalents at the
beginning of the year
|
|
626,961
|
50,000
|
Cash and cash equivalents at the end of the year
537,963
626,961
There were no cashflows from
investing activities during the year.
The accompanying notes on pages 27
to 36 form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
The statement of changes in equity of the Company
from 1 January 2023 to 31 December 2023 is stated below:
|
|
Share
Retained
Totals
Capital
Deficit
£
£
£
|
Balance at 01
January 2022
|
50,000
|
(30,315)
|
19,685
|
|
Shares issued
|
800,000
|
-
|
800,000
|
|
Total comprehensive loss for
the
year
|
-
|
(237,122)
|
(237,122)
|
|
Balance at 31 December 2022
|
850,000
|
(267,437)
|
582,563
|
|
Total comprehensive loss for the
year
|
-
|
(50,723)
|
(50,723)
|
|
Balance at 31 December 2023
|
850,000
|
(318,160)
|
531,840
|
|
|
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 27
to 36 form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31
DECEMBER 2022
1 GENERAL
INFORMATION
The principal activity of Codex Acquisitions plc
(the "Company") is to undertake an
acquisition in the renewable energy sector, looking for potential
companies and business assets that will increase shareholder value.
As part of its acquisition strategy the Company announced in
December 2023, that it entered into non-binding heads of terms
("HOTs") to acquire the entire issued share capital of TNE -
Technologies New Energy S.A. ("TNE"), a sociedade anónima incorporated in
Portugal operating in the renewable energy sector.
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.
2 ACCOUNTING
POLICIES
2.1
Basis of preparation
The preparation of financial statements in
compliance with UK adopted IFRS requires the use of certain
critical accounting estimates. It also requires Company
management to exercise judgment in applying the Company's
accounting policies. The areas where significant judgments
and estimates have been made in preparing the financial statements
and their effect are disclosed in note 2.11
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 £88,999 and at 31 December 2023 had
cash and cash equivalents balance of £537,963.
The Company announced in December 2023, that it
entered into HOTs to acquire the entire issued share capital of
TNE. As at 25 June 2024, the Company had
£439,873 in cash. Should the proposed
acquisition not proceed to completion by July 2025, the Company
believes that this funding will be sufficient to meet its working
capital requirements for the next 12 months on a standalone basis.
In the event the proposed acquisition proceeds to
completion, the Company will need to raise further sufficient
financing as is required to fund forecasted growth and working
capital for TNE for a period of at least 12 months from the date of
approval of the financial statements.
There is no guarantee that the
directors will be successful in raising the required financing for
TNE's future growth and working capital. This matter indicates that
a material uncertainty exists that may cast doubt on the Company's
ability to continue as a going concern at the time of approval of
the financial statements. The financial statements do not include
adjustments should the going concern basis be inappropriate.
Nonetheless, in view of the successful placing of shares in the
prior period and other available funding options, the directors are
confident they will be successful in raising the necessary
financing within the next 12 months from the date of approval of
the financial statements
For these reasons, 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 other payables and
accruals 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. Other
payables and accruals 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.
2.8
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.
2.9
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 include all current and prior
period results as disclosed in the income statement.
2.10 Earnings
per share
Basic loss 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.
Diluted loss 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 the
total number of ordinary shares outstanding at the end of the
financial year.
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 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 2023. 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):
·
Amendments to IAS 1 Presentation of Financial Statements:
Classification of Liabilities as Current or Noncurrent and
Amendments to IAS 1: Classification of Liabilities and Current or
Non-current - Deferral effective 1 January 2024
·
Amendments to IAS 1 Presentation of Financial Statements and IFRS
Practice Statement 2: Disclosure of Accounting Policies - effective
1 January 2024
·
Amendments to IFRS 16 Leases effective 1 January 2024
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 Notes 14
and 15.
3.
REVENUE
There was no revenue generated in the period.
|
4.
|
ADMINISTRATIVE EXPENSES
|
|
|
|
This is stated after charging:
|
|
|
|
31 December
|
31 December
|
|
|
Auditor's remuneration
|
2023
£
|
2022
£
|
|
|
- audit of the
Company
|
17,000
|
20,000
|
|
|
- non-audit
services
|
|
|
|
|
- corporate finance
services
|
-
|
15,000
|
|
|
Directors' remuneration
|
5,000
|
-
|
|
|
Legal, professional and consultancy fees
|
26,993
|
159,000
|
|
|
Other expenses
|
1,730
|
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 £5,000 (2022: £Nil).
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 2023 was all
short term in nature and are as stated in the remuneration report
on page 11.
|
6.
|
TAXATION
|
|
|
|
|
31 December
|
31 December
|
|
|
The charge / credit for the year is made up as
follows:
|
2023
£
|
2022
£
|
|
|
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
|
(50,723)
|
(237,122)
|
|
|
Tax credit at the standard rate of corporation tax
in the UK of 23.25% (31 December 2022: 19%)
|
(11,793)
|
(45,053)
|
|
|
Impact of unrelieved tax losses carried forward
|
11,793
|
45,053
|
|
|
|
-
|
-
|
|
Estimated tax losses of £50,723 (31 December 2022:
£267,437) are available for relief against future profits. No
deferred tax asset has been recognised 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
23.25% (2022: 19%). Accordingly, the Company's effective tax rate
for the period was 23.25%.
6.
EARNINGS/(LOSS) PER SHARE
Basic loss 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.
|
|
31 December
|
31 December
|
|
2023
|
2022
|
|
£
|
£
|
|
Loss from continuing operations attributable to
equity
|
|
|
|
holders of the company
|
(50,723)
|
(273,122)
|
|
Weighted average number of ordinary shares in
issue
|
8,500,000
|
7,009,589
|
Basic and fully diluted loss per share from
continuing operations (pence)
(0.01)
(0.03)
The calculation of the earnings per share is based
on the loss for the financial period after taxation of
£50,723 and 8,500,000 ordinary shares in issue
during the period.
The Directors do not think it appropriate to
calculate a fair value for the Warrant Instrument outstanding as at
31 December 2023 because the Exercise Price for the Warrant is
unknown. The Exercise Price for the Warrant will only be set by
using the final Acquisition Price per share established during a
completed Acquisition.
|
8.
TRADE AND OTHER RECEIVABLES
|
|
|
|
31 December
|
31 December
|
|
|
2023
£
|
2022
£
|
|
Prepayments
|
5,754
|
5,697
|
|
VAT Receivable
|
33,705
|
34,913
|
|
|
39,459
|
40,610
|
The Directors consider that the carrying value
amount of trade and other receivables approximates to their fair
value.
The comparative amount for VAT Receivable has been
restated to £34,913 (2022: Nil) - as previously reported) as a
result of reclassifying an asset balance reported in current
liabilities in the prior year (see note 10).
9.
CASH AND CASH EQUIVALENTS
31 December
2023
£
31 December
2022
£
Cash at bank
537,963
626,961
537,963
626,961
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
|
|
|
|
2023
£
|
2022
£
|
|
|
Accrued liabilities
|
12,000
|
40,000
|
|
|
Trade and other payables
|
29,582
|
45,008
|
|
|
Vat Liability
|
4,000
|
-
|
|
|
|
45,582
|
85,008
|
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 14.
The comparative amount for VAT liability has been
restated to £Nil (2022: (£34,913) - as previously reported) as
result of reclassifying an asset balance to current assets (see
note 8) to be consistent with current year presentation.
11. SHARE
CAPITAL / SHARE PREMIUM
|
|
Number of shares on
issue
|
Share
capital
£
|
Total
£
|
|
Balance as at 01 January 2022
|
500,000
|
50,000
|
50,000
|
|
Shares issued during the year ended 2022
|
8,000,000
|
800,000
|
850,000
|
|
Balance as at 31 December 2022
|
8,500,000
|
850,000
|
850,000
|
|
Balance as at 31 December 2023
|
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 2023, the
Company's issued and outstanding capital structure comprised
8,500,000 shares of 10 pence each and there were no other
securities in issue and outstanding.
12. CAPITAL COMMITMENTS
There were no capital commitments at 31 December
2023 (2022: £nil).
13. CONTINGENT
LIABILITIES
There were no contingent liabilities at 31 December
2023 (2022: £nil).
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
|
|
2023
|
2022
|
|
£
|
£
|
|
|
|
|
Current Assets at amortised cost:
|
|
|
|
Cash and cash equivalents
|
537,963
|
626,961
|
|
|
537,963
|
626,961
|
|
Financial liabilities by category
|
|
|
|
The categories of financial
liabilities are as follows:
|
|
|
|
|
31
December
|
31 December
|
|
|
2023
|
2022
|
|
|
£
|
£
|
|
Current Liabilities at amortised
cost:
|
|
|
|
Trade and other
payables
|
29,582
|
45,008
|
|
Accrued liabilities
|
12,000
|
40,000
|
|
|
|
|
|
Categorised as financial
liabilities measured at amortised cost
|
41,582
|
85,008
|
|
|
|
|
|
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
|
|
2023
|
2022
|
|
£
|
£
|
|
Cash and cash equivalents
|
537,963
|
626,961
|
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 £537,963. 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 £ GBP. 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 2023 consisted of equity attributable to the equity
holders of the Company, totaling £531,840.
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
The compensation payable to Key Management
personnel, who comprise the Non-executive Directors, comprised
£5,000 (2022: £Nil) paid by the Company in respect of services to
the Company. Full details of the compensation for each Director are
provided in the Directors' Remuneration Report.
Julio Perez is the sole Director of Vanguard Equity
Investments Limited, a company that received £5,000 (2022: £17,000) during the year for the provision of
Directors Fees, consulting and business development services. At
the year end, an amount of £5,000 (2021: £Nil) was due to Vanguard
Equity Investments Ltd.
17. EVENTS SUBSEQUENT TO
YEAR END
There are no events after the reporting period which
have an impact on the annual report and financial statements.
18. CONTROL
In the opinion of the Directors there is no single
ultimate controlling party.