Codex Acquisitions - Final Results
27/04/2023 17:04
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RNS Number : 7663X Codex Acquisitions PLC 27 April 2023
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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
(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 £850,000 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 £626,961 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 £850,000 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 £582,562 (31 December 2021 - £19,685). 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 £237,122 (three
months to 31 December 2021: £30,315).
The Directors do not intend to declare a dividend in respect of the period
under review (2021: £nil).
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: £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' 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
£Nil (2021: £Nil).
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 £850,000 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
£ £
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 (30,315)
to equity holders
(237,122)
(0.06)
Earnings per share (basic and diluted) attributable to the equity
7 (0.3)
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 December As at 31 December
Notes 2022 2021
£ £
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
£
£
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
£
£ £
Balance at 11 October 2021 50,000 50,000
,315)
Total comprehensive loss for the (30,315)
Balance at 31 December 2021 50,000 (30,315) 19,685
(237,122) (237,122)
Total comprehensive loss for the
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 YEAR ENDED 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
£223,038 and at 31 December 2022 had cash and cash equivalents balance of
£626,961.
In March 2022, the Company raised £800,000 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 to
31 December 31 December
2022 2021
Auditor's remuneration £ £
- 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 £Nil (2021: £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 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 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 £273,122 (31 December 2021: £30,315) 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
£ £
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 £273,122 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
£ £
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
£ £
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 shares on Share capital Total
issue £ £
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 £0.10 each at a subscription price of £0.10 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: £nil).
13. CONTINGENT LIABILITIES
There were no contingent liabilities at 31 December 2022 (2021: £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
2022 2021
£ £
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: £ £
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
£ £
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
£626,961. 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
£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 2022 consisted of
equity attributable to the equity holders of the Company, totaling £582,562.
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 £17,000 (2021: £Nil) 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 £Nil (2021: £Nil) was due to Vanguard Equity
Investments Ltd.
17. EVENTS SUBSEQUENT TO YEAR END
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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