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"dimensions": {
"concept": "ifrs-full:ComprehensiveIncome",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00",
"unit": "iso4217:GBP"
}
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"value": "800000",
"dimensions": {
"concept": "ifrs-full:IssueOfEquity",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:IssuedCapitalMember",
"unit": "iso4217:GBP"
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"value": "800000",
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"concept": "ifrs-full:IssueOfEquity",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00",
"unit": "iso4217:GBP"
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"fact16": {
"value": "850000",
"dimensions": {
"concept": "ifrs-full:Equity",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2023-01-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:IssuedCapitalMember",
"unit": "iso4217:GBP"
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"value": "-267437",
"dimensions": {
"concept": "ifrs-full:Equity",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2023-01-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:RetainedEarningsMember",
"unit": "iso4217:GBP"
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"fact18": {
"value": "582562",
"dimensions": {
"concept": "ifrs-full:Equity",
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},
"fact_ifrs-full_DisclosureOfNotesAndOtherExplanatoryInformationExplanatory_E2_CY": {
"value": "\n
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\u2019s registered office is 9
th
Floor, 107 Cheapside, London EC2V 6DN.
The Company\u2019s registered number is 13672588.
2 ACCOUNTING POLICIES
2.1 Basis of preparation
The preparation of financial statements in compliance with 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 \u00a3223,038 and at 31
December 2022 had cash and cash equivalents balance of \u00a3626,961.
In March 2022, the Company raised \u00a3800,000 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\u2019s 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
\u2022
the asset is held within a business model whose objective is to collect contractual cash flows; and
\u2022
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\u2019s 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 (\u201cEIR\u201d). 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:
\u2022
the rights to receive cash flows from the asset have expired, or
\u2022
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\u2019s 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\u2019s 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\u2019s 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
judgment 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 \u2013 Presentation and Classification of Liabilities as Current or Non- | |
| current | |
| | 1 January 2023 |
| IAS 8 | Amendments \u2013 Definition of Accounting Estimates | 1 January 2023 |
| IAS 1 | Amendments \u2013 Disclosure of Accounting Policies | 1 January 2023 |
| IFRS 17 | Insurance contracts | 31 December 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\u2019s 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:
| 31 December | |
| | 3 months to |
| | 31 December |
| Auditor\u2019s remuneration | | |
| 2022 | |
| \u00a3 | |
| | 2021 |
| | \u00a3 |
| - audit of the Company | 20,000 | - |
| - non-audit services | | |
| corporate finance services | 15,000 | 10,000 |
| Directors\u2019 remuneration | \u2010 | - |
| 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 \u00a3Nil (2021: \u00a3Nil).
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 pages 10-11.
6. TAXATION
| 31 December | |
| | 3 months ending |
| | 31 December |
| 2022 | |
| \u00a3 | |
| | 2021 |
| | \u00a3 |
| The charge / credit for the period is made up as follows: | | |
| Corporation taxation on the results for the period | \u2010 | - |
| Deferred tax | \u2010 | - |
| Taxation charge / credit for the period | \u2010 | - |
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 | \u2010 | - |
| Impact of unrelieved tax losses carried forward | 45,053 | 5,759 |
| \u2010 | - |
Estimated tax losses of \u00a3267,437 (31 December 2021: \u00a330,315) 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\u2019s effective tax rate for the
period was 19%.
The government has now cancelled a planned increase in corporation tax. Rather than rising to 25% from
April 2023, the rate will remain at 19% for all firms, regardless of the amount of profit made.
7. 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.
| 31 December | |
| | 3 months |
| | ending |
| | 31 December |
| | | |
| 2022 | 2021 |
| | | |
| \u00a3 | \u00a3 |
| Loss from continuing operations attributable to equity | | |
| holders of the company | (273,122) | (30,315) |
| Weighted average number of ordinary shares in issue | 7,009,589 | 500,000 |
| Basic and fully diluted loss per share from continuing | | |
| operations (pence) | | |
| (0.04) | (0.06) |
The calculation of the earnings per share is based on the loss for the financial period after taxation of
\u00a3273,122 and on the weighted average of 7,009,589 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 2022 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 an Acquisition.
8. TRADE AND OTHER RECEIVABLES
| 31 December | 31 December |
| 2022 | |
| \u00a3 | |
| | 2021 |
| | \u00a3 |
| 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 | 31 December |
| 2022 | |
| \u00a3 | |
| | 2021 |
| | \u00a3 |
| Cash at bank | | |
| 626,961 | |
| | 50,000 |
| | 629,961 | |
| | 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 | |
| \u00a3 | |
| | 2021 |
| | \u00a3 |
| 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 o | | |
| f | | |
| shares on | | |
| issue | | |
| | Share | |
| | capital | |
| | \u00a3 | |
| | | Total |
| | | \u00a3 |
| 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\u2019s 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 \u00a30.10 each at a
subscription price of \u00a30.10 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: \u00a3nil).
13. CONTINGENT LIABILITIES
There were no contingent liabilities at 31 December 2022 (2021: \u00a3nil).
14. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company\u2019s 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\u2019s 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 |
| | | |
| \u00a3 | \u00a3 |
| | | |
| Current Assets at amortised cost: | | |
| Unpaid amount on share capital | | |
| \u2010 | |
| | | - |
| 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 |
| Current Liabilities at amortised cost: | | |
| 2022 | |
| \u00a3 | |
| | 2021 |
| | \u00a3 |
| Trade and other payables | 45,009 | 30,315 |
| | | |
| Categorised as financial liabilities measured at amortised | | |
| cost | | |
| 45,009 | 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 |
| | | |
| \u00a3 | \u00a3 |
| Trade and other receivables | \u2010 | - |
| Cash and cash equivalents | 626,961 | 50,000 |
Interest rate risk
None of the Company\u2019s 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\u2019s 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\u2019s maximum credit risk exposure is limited to the carrying amount of
cash of \u00a3626,961. 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 \u00a3GBP. 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 \u00a3582,562.
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 \u00a317,000 (2021:
\u00a3Nil) 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 \u00a3Nil (2021: \u00a3Nil) 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.
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\u2019s registered office is 9
th
Floor, 107 Cheapside, London EC2V 6DN.
The Company\u2019s registered number is 13672588.
",
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"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"ifrs-full_DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities_E10_CY": {
"value": "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.
",
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}
},
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"dimensions": {
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},
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"value": "United Kingdom",
"dimensions": {
"concept": "ifrs-full:PrincipalPlaceOfBusiness",
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"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
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"dimensions": {
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"ifrs-full_CountryOfIncorporation_E7_CY": {
"value": "England and Wales",
"dimensions": {
"concept": "ifrs-full:CountryOfIncorporation",
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"dimensions": {
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"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
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"ifrs-full_AddressOfRegisteredOfficeOfEntity_E8_CY": {
"value": "9th
Floor, 107 Cheapside, London EC2V 6DN.
",
"dimensions": {
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},
"fact_ifrs-full_DisclosureOfSummaryOfSignificantAccountingPoliciesExplanatory_E2_CY": {
"value": "2 ACCOUNTING POLICIES
2.1 Basis of preparation
The preparation of financial statements in compliance with 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 \u00a3223,038 and at 31
December 2022 had cash and cash equivalents balance of \u00a3626,961.
In March 2022, the Company raised \u00a3800,000 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\u2019s 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
\u2022
the asset is held within a business model whose objective is to collect contractual cash flows; and
\u2022
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\u2019s 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 (\u201cEIR\u201d). 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:
\u2022
the rights to receive cash flows from the asset have expired, or
\u2022
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\u2019s 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\u2019s 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\u2019s 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
judgment 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 \u2013 Presentation and Classification of Liabilities as Current or Non- | |
| current | |
| | 1 January 2023 |
| IAS 8 | Amendments \u2013 Definition of Accounting Estimates | 1 January 2023 |
| IAS 1 | Amendments \u2013 Disclosure of Accounting Policies | 1 January 2023 |
| IFRS 17 | Insurance contracts | 31 December 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\u2019s 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.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfSummaryOfSignificantAccountingPoliciesExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory_D1490014872_CY": {
"value": " 2.1 Basis of preparation
The preparation of financial statements in compliance with 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.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfGoingConcernExplanatory_D63510973_CY": {
"value": "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 \u00a3223,038 and at 31
December 2022 had cash and cash equivalents balance of \u00a3626,961.
In March 2022, the Company raised \u00a3800,000 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.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfGoingConcernExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory_D157997109_CY": {
"value": "2.3
Foreign currency translation
The financial information is presented in Sterling which is the Company\u2019s 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.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents_D732084620_CY": {
"value": "2.4
Cash and cash equivalents
Cash and cash equivalents comprise cash at hand and current and deposit balances at banks.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory_D171010773_CY": {
"value": "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.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory_D1113303073_CY": {
"value": "2.6
Trade and other payables
Trade payables are recognised initially at their fair value and subsequently measured at amortised cost.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory_D1463636099_CY": {
"value": "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
\u2022
the asset is held within a business model whose objective is to collect contractual cash flows; and
\u2022
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\u2019s 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 (\u201cEIR\u201d). 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:
\u2022
the rights to receive cash flows from the asset have expired, or
\u2022
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.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForFinancialAssetsExplanatory_D1305756143_CY": {
"value": "Financial assets at amortised cost
The Company measures financial assets at amortised cost if both of the following conditions are met
\u2022
the asset is held within a business model whose objective is to collect contractual cash flows; and
\u2022
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.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory_D830999858_CY": {
"value": "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\u2019s 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 (\u201cEIR\u201d). 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.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForDerecognitionOfFinancialInstrumentsExplanatory_D817608982_CY": {
"value": "Derecognition
A financial asset is derecognised when:
\u2022
the rights to receive cash flows from the asset have expired, or
\u2022
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.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDerecognitionOfFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForImpairmentOfFinancialAssetsExplanatory_D2019644958_CY": {
"value": "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.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfFinancialAssetsExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForInvestmentsOtherThanInvestmentsAccountedForUsingEquityMethodExplanatory_D238456483_CY": {
"value": "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.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentsOtherThanInvestmentsAccountedForUsingEquityMethodExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForEarningsPerShareExplanatory_D1073494648_CY": {
"value": "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.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForIncomeTaxExplanatory_D701640948_CY": {
"value": "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\u2019s 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.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory_E17_CY": {
"value": "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.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfAccountingJudgementsAndEstimatesExplanatory_D1690494170_CY": {
"value": "2.11
Critical accounting judgements and key sources of estimation uncertainty
In the process of applying the entity\u2019s 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\u2019s 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
judgment made in the preparation of these financial statements.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_ExplanationOfNotAppliedNewStandardsOrInterpretations_D1980875398_CY": {
"value": "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 \u2013 Presentation and Classification of Liabilities as Current or Non- | |
| current | |
| | 1 January 2023 |
| IAS 8 | Amendments \u2013 Definition of Accounting Estimates | 1 January 2023 |
| IAS 1 | Amendments \u2013 Disclosure of Accounting Policies | 1 January 2023 |
| IFRS 17 | Insurance contracts | 31 December 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.
",
"dimensions": {
"concept": "ifrs-full:ExplanationOfNotAppliedNewStandardsOrInterpretations",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForSegmentReportingExplanatory_E84_CY": {
"value": "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.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForSegmentReportingExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_codex_DescriptionOfAccountingPolicyForFinancialRiskManagementObjectivesExplanatory_D1165812493_CY": {
"value": "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\u2019s 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.
",
"dimensions": {
"concept": "codex:DescriptionOfAccountingPolicyForFinancialRiskManagementObjectivesExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfRevenueExplanatory_E119_CY": {
"value": "3.
REVENUE
There was no revenue generated in the period.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfRevenueExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfGeneralAndAdministrativeExpenseExplanatory_E60_CY": {
"value": "4. ADMINISTRATIVE EXPENSES
This is stated after charging:
| 31 December | |
| | 3 months to |
| | 31 December |
| Auditor\u2019s remuneration | | |
| 2022 | |
| \u00a3 | |
| | 2021 |
| | \u00a3 |
| - audit of the Company | 20,000 | - |
| - non-audit services | | |
| corporate finance services | 15,000 | 10,000 |
| Directors\u2019 remuneration | \u2010 | - |
| Legal, professional and consultancy fees | 159,000 | 20,315 |
| Other expenses | 43,122 | - |
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfGeneralAndAdministrativeExpenseExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfInformationAboutEmployeesExplanatory_E68_CY": {
"value": "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 \u00a3Nil (2021: \u00a3Nil).
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 pages 10-11.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfIncomeTaxExplanatory_E67_CY": {
"value": "6. TAXATION
| 31 December | |
| | 3 months ending |
| | 31 December |
| 2022 | |
| \u00a3 | |
| | 2021 |
| | \u00a3 |
| The charge / credit for the period is made up as follows: | | |
| Corporation taxation on the results for the period | \u2010 | - |
| Deferred tax | \u2010 | - |
| Taxation charge / credit for the period | \u2010 | - |
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 | \u2010 | - |
| Impact of unrelieved tax losses carried forward | 45,053 | 5,759 |
| \u2010 | - |
Estimated tax losses of \u00a3267,437 (31 December 2021: \u00a330,315) 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\u2019s effective tax rate for the
period was 19%.
The government has now cancelled a planned increase in corporation tax. Rather than rising to 25% from
April 2023, the rate will remain at 19% for all firms, regardless of the amount of profit made.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfEarningsPerShareExplanatory_E38_CY": {
"value": "7. 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.
| 31 December | |
| | 3 months |
| | ending |
| | 31 December |
| | | |
| 2022 | 2021 |
| | | |
| \u00a3 | \u00a3 |
| Loss from continuing operations attributable to equity | | |
| holders of the company | (273,122) | (30,315) |
| Weighted average number of ordinary shares in issue | 7,009,589 | 500,000 |
| Basic and fully diluted loss per share from continuing | | |
| operations (pence) | | |
| (0.04) | (0.06) |
The calculation of the earnings per share is based on the loss for the financial period after taxation of
\u00a3273,122 and on the weighted average of 7,009,589 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 2022 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 an Acquisition.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfTradeAndOtherReceivablesExplanatory_E130_CY": {
"value": "8. TRADE AND OTHER RECEIVABLES
| 31 December | 31 December |
| 2022 | |
| \u00a3 | |
| | 2021 |
| | \u00a3 |
| 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.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfCashAndCashEquivalentsExplanatory_E17_CY": {
"value": "9. CASH AND CASH EQUIVALENTS
| 31 December | 31 December |
| 2022 | |
| \u00a3 | |
| | 2021 |
| | \u00a3 |
| Cash at bank | | |
| 626,961 | |
| | 50,000 |
| | 629,961 | |
| | 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.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfTradeAndOtherPayablesExplanatory_E129_CY": {
"value": "10. TRADE AND OTHER PAYABLES
| 31 December | 31 December |
| 2022 | |
| \u00a3 | |
| | 2021 |
| | \u00a3 |
| 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.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory_E123_CY": {
"value": "11. SHARE CAPITAL / SHARE PREMIUM
| Number o | | |
| f | | |
| shares on | | |
| issue | | |
| | Share | |
| | capital | |
| | \u00a3 | |
| | | Total |
| | | \u00a3 |
| 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\u2019s 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 \u00a30.10 each at a
subscription price of \u00a30.10 per subscription share. The shares rank pari passu in all respects to the existing
ordinary shares.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfCommitmentsExplanatory_E23_CY": {
"value": "12. CAPITAL COMMITMENTS
There were no capital commitments at 31 December 2022 (2021: \u00a3nil).
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCommitmentsExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfContingentLiabilitiesExplanatory_E25_CY": {
"value": "13. CONTINGENT LIABILITIES
There were no contingent liabilities at 31 December 2022 (2021: \u00a3nil).
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfContingentLiabilitiesExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfFinancialRiskManagementExplanatory_E58_CY": {
"value": "14. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company\u2019s 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\u2019s 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 |
| | | |
| \u00a3 | \u00a3 |
| | | |
| Current Assets at amortised cost: | | |
| Unpaid amount on share capital | | |
| \u2010 | |
| | | - |
| 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 |
| Current Liabilities at amortised cost: | | |
| 2022 | |
| \u00a3 | |
| | 2021 |
| | \u00a3 |
| Trade and other payables | 45,009 | 30,315 |
| | | |
| Categorised as financial liabilities measured at amortised | | |
| cost | | |
| 45,009 | 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 |
| | | |
| \u00a3 | \u00a3 |
| Trade and other receivables | \u2010 | - |
| Cash and cash equivalents | 626,961 | 50,000 |
Interest rate risk
None of the Company\u2019s 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\u2019s 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\u2019s maximum credit risk exposure is limited to the carrying amount of
cash of \u00a3626,961. 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 \u00a3GBP. 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.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_codex_DisclosureOfCapitalManagementExplanatory_D1339070745_CY": {
"value": "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 \u00a3582,562.
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.
",
"dimensions": {
"concept": "codex:DisclosureOfCapitalManagementExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfRelatedPartyExplanatory_E114_CY": {
"value": "16. RELATED PARTY TRANSACTIONS
Vanguard Equity Investments Ltd, a company that the sole Director is Julio Perez, received \u00a317,000 (2021:
\u00a3Nil) 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 \u00a3Nil (2021: \u00a3Nil) was due to Vanguard Equity Investments Ltd.
18. CONTROL
In the opinion of the Directors there is no single ultimate controlling party.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfEventsAfterReportingPeriodExplanatory_E42_CY": {
"value": "17. EVENTS SUBSEQUENT TO YEAR END
There were no significant events subsequent to the year end.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory",
"language": "en",
"entity": "scheme:213800VBVRGDTYL9Y928",
"period": "2022-01-01T00:00:00/2023-01-01T00:00:00"
}
}
}
}