Annual Report
Ascension Capital Limited
(formerly TRS Investments Limited)
Annual Report
For the year ended 31 March 2021
Ascension Capital Limited
Annual Report
For the year ended 31 March 2021
1
Contents
Letter from the Chair 2
Statement of Comprehensive Income 3
Statement of Changes in Equity 4
Statement of Financial Position 5
Statement of Cash Flows 6
Notes to the Financial Statements 7
Independent Auditor’s Report 20
Shareholder Information 23
Board of Directors 27
Corporate Governance Statement 28
Company Directory 31
Ascension Capital Limited
Letter from the Chair
For the year ended 31 March 2021
2
28 May 2021
During the course of the year:
• the Company changed its name from TRS Investments Limited to Ascension Capital Limited
(“Ascension” or “the Company”), and also changed its ticker code from “TRS” to “ACE”.
• Sean Joyce and Roger Gower were appointed as directors of the Company, and Joe van Wijk
resigned.
• the Company issued 333,177,621 new ordinary fully paid shares at an issue price of $0.00025 per
share. The capital raising initiative raised $83,295 of new capital for the Company. Subsequent to 30
September 2020 the Company raised a further $62,250 in capital through the issue of 249,000,000
ordinary shares.
• the Company received notice that the interest of HuaHan International Holdings (Hong Kong) Co
Limited (as lender) in the Loan Facility Agreement with the Company (as borrower), which facility has a
principal sum owing of $359,910, has been assigned to Excalibur Capital Partners Limited. Excalibur
Capital Partners Limited is a substantial shareholder in Ascension and is controlled by S Joyce (a non-
executive director of Ascension).
The focus of the Board going forward is to identify a suitable business opportunity to invest in and/or acquire
through a reverse takeover transaction. Currently, there are no initiatives being investigated, but the
Company will provide the market with any updates as to material developments in due course.
The financial result for the Company for the year ended 31 March 2021 is a loss after taxation of
NZ$150,531, which is largely made up of the directors’ fees, NZX listing costs, and legal and accounting
costs.
Keith Jackson
Chair
Ascension Capital Limited (formerly TRS Investments Limited)
Statement of comprehensive income
For the year ended 31 March 2021
The accompanying notes form part of these financial statements and should be read in conjunction with them.
3
2021
2020
Note
NZ$
NZ$
Operating income
Interest income
400
1,575
Other income
5
-
93,768
Total operating income
400
95,343
Operating expenses
6
(150,931)
(80,409)
Operating (loss)/profit before tax
(150,531)
14,934
Tax expense
8
-
-
Net (loss)/profit for the year
(150,531)
14,934
Other comprehensive income
Other comprehensive income for the year, net of tax
-
-
Total comprehensive income attributable to shareholders
(150,531)
14,934
Earnings/(loss) per share from continuing operations:
- basic and diluted earnings/(loss) per share (NZ$)
9
(0.000092)
0.000011
Ascension Capital Limited (formerly TRS Investments Limited)
Statement of changes in equity
For the year ended 31 March 2021
The accompanying notes form part of these financial statements and should be read in conjunction with them.
4
Note
Share
Accumulated
Total
capital
losses
equity
NZ$
NZ$
NZ$
Balance at 1 April 2019
15,806,000
(16,399,990)
(593,990)
Net profit attributable to shareholders
-
14,934
14,934
Total comprehensive income for the year
-
14,934
14,934
Issue of ordinary shares
14
120,000
-
120,000
Balance at 31 March 2020
15,926,000
(16,385,056)
(459,056)
Balance at 1 April 2020
15,926,000
(16,385,056)
(459,056)
Net loss attributable to shareholders
-
(150,531)
(150,531)
Total comprehensive income for the year
-
(150,531)
(150,531)
Issue of ordinary shares
14
145,545
-
145,545
Balance at 31 March 2021
16,071,545
(16,535,587)
(464,042)
Ascension Capital Limited (formerly TRS Investments Limited)
Statement of financial position
As at 31 March 2021
The accompanying notes form part of these financial statements and should be read in conjunction with them.
5
For and on behalf of the Board:
Director Director
Dated: 28 May 2021
2021
2020
Note
NZ$
NZ$
ASSETS
Current assets
Cash and cash equivalents
10
49,085
15,679
Trade and other receivables
11
4,842
4,100
Taxation receivable
8
70
276
Term deposit - NZX bond
12
20,569
20,238
Total current assets
74,566
40,293
LIABILITIES
Current liabilities
Trade and other payables
13
68,698
39,439
Payable to directors
18.3
110,000
100,000
Related party advances (unsecured)
18.1
359,910
359,910
Total current liabilities
538,608
499,349
Total liabilities
538,608
499,349
Net assets (liabilities)
(464,042)
(459,056)
EQUITY
Share capital
14
16,071,545
15,926,000
Accumulated losses
(16,535,587)
(16,385,056)
Total equity
(464,042)
(459,056)
Ascension Capital Limited (formerly TRS Investments Limited)
Statement of cash flows
For the year ended 31 March 2021
The accompanying notes form part of these financial statements and should be read in conjunction with them.
6
2021
2020
Note
NZ$
NZ$
Cash flows from operating activities
Interest received
70
1,299
Other income received
-
93,768
Payments to suppliers
(112,415)
(145,171)
Income tax refunded (paid)
206
-
Net cash flows from operating activities
17
(112,139)
(50,104)
Cash flow from investing activities
Proceeds from term deposits
-
54,762
Net cash flows from investing activities
-
54,762
Cash flow from financing activities
Proceeds from issue of share capital
145,545
-
Advances received
-
10,000
Advances repaid
-
(10,000)
Net cash flows from financing activities
145,545
-
Net decrease in cash and cash equivalents
33,406
4,658
Cash and cash equivalents at the beginning of the year
15,679
11,021
Cash and cash equivalents at the end of the year
49,085
15,679
Ascension Capital Limited (formerly TRS Investments Limited)
Notes to the financial statements
For the year ended 31 March 2021
7
1. General information
These financial statements are for Ascension Capital Limited (previously called TRS Investments Limited)
(‘Ascension’ or ‘the Company’).
Ascension Capital Limited, is a limited liability company incorporated and domiciled in New Zealand. Its
registered office is at c/- Duncan Cotterill Lawyers, Level 2, Tower Building, 50 Customhouse Quay,
Wellington 6143.
The Company is currently non trading.
2. Basis of preparation
The financial statements have been prepared in accordance New Zealand Generally Accepted Accounting
Practice (‘NZ GAAP’). The Company is a for-profit entity for the purposes of complying with NZ GAAP.
The financial statements comply with New Zealand equivalents to International Financial Reporting
Standards (‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).
Ascension is a company registered under the Companies Act 1993 and is an FMC reporting entity under
the Financial Markets Conduct Act 2013. The Company is listed on the NZX Market. These financial
statements have been prepared in accordance with the requirements of the Financial Markets Conduct
Act 2013 and the NZX Main Board Listing Rules.
The financial statements have been prepared on a historical cost basis except for financial instruments
that are measured at fair values at the end of each reporting period, as explained in the accounting
policies below. Historical cost is generally based on the fair value of the consideration given in exchange
for goods and services.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date, regardless of whether that price is
directly observable or estimated using another valuation technique. Fair value for measurement and/or
disclosure purposes in these financial statements is determined on such a basis, except for share-based
payment transactions that are within the scope of NZ IFRS 2 Share-based Payments, leasing transactions
that are within the scope of NZ IFRS 16 Leases, and measurements that have some similarities to fair
value but are not fair value, such as value in use in NZ IAS 36 Impairment of Assets.
The financial statements are presented in New Zealand dollars which is the Company’s functional
currency, rounded to the nearest dollar.
2.1. Going concern
The Company incurred a net loss of $150,531 for the year ended 31 March 2021 (year ended 31 March
2020: net profit of $14,934) and generated negative operating cash flows of $112,139 (year ended
31 March 2020: $50,104 negative). As at 31 March 2021 the Company has reported net liabilities of
$464,042 (31 March 2020: $459,056 negative).
The considered view of the Board of Directors of the Company is that, after making enquiries, there is a
reasonable expectation that the Company will have access to adequate resources and commitments from
its creditors, that will enable it to meet its financial obligations for the foreseeable future. Accordingly, the
directors continue to adopt the going concern basis of accounting in preparing the annual financial
statements for the year ended 31 March 2021.
During the year ended 31 March 2021, the Company received notice that HuaHan had assigned its
interests in the loan facility agreement to Excalibur Capital Partners Limited (‘Excalibur’) (refer note 18.1).
Excalibur is a substantial shareholder in Ascension and is controlled by S Joyce (a non-executive director
of Ascension). As at 31 March 2021 the total liability payable under this facility is $359,910 (31 March
2020: $359,910) and is shown as related party advances in the Statement of Financial Position.
Ascension Capital Limited (formerly TRS Investments Limited)
Notes to the financial statements
For the year ended 31 March 2021
8
The loan facility is repayable on demand however, Excalibur has agreed to not make demand unless and
until the Company is in a position to repay the advance and pay its creditors as they fall due.
As at 31 March 2021 the Company had $49,085 in cash and cash equivalents to settle trade payables of
$5,698 and accruals of $63,000. Aside from the $20,569 term deposit that earns interest, the Company
has no income earning assets from which to derive revenue that may enable the Company to settle its
obligations unless it is able to obtain cash through the sale of further equity or a new business transaction.
The directors have agreed to forego payment of directors’ fees until such time as the Company has
sufficient funds to make such payments.
On 10 July 2020 the Company raised $83,295 through the issue of 333,177,621 ordinary shares to a
wholesale investor. On 13 November 2020 the Company raised an additional $62,250 through the issue of
249,000,000 ordinary shares. These funds are being used to satisfy ongoing immediate working capital
requirements.
Furthermore, Excalibur has confirmed that it is willing and able to continue to provide financial support to
the Company for the 12 months from the date the financial statements are approved.
The focus of the board going forward is to identify a suitable business opportunity to invest in and/or
acquire through a reverse takeover transaction.
The Board of Directors acknowledge that there are material uncertainties with respect to the going
concern assumption. In the event that the cash flows from the share subscription are not sufficient to fund
the operating expenses, or the Company is unable to identify a suitable business opportunity to invest in
and/or acquire, this would give rise to a material uncertainty in relation to the Company’s ability to continue
as a going concern. If the going concern assumption is not valid, the Company may be unable to realise
its assets and discharge its liabilities in the normal course of business. The financial statements do not
include any adjustments that may need to be made should the Company no longer continue to be a going
concern.
3. Summary of significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below.
These policies have been consistently applied to all the periods presented.
3.1. Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective
interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial asset to that asset's net carrying amount on initial recognition.
3.2. Income tax
The income tax expense for the year comprises current and deferred tax. The income tax expense is
recognised in the profit and loss component of the Statement of Comprehensive Income, except to the
extent that it relates to items recognised in other comprehensive income or directly in equity. In this case
the tax is also recognised in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted
at the reporting date.
Deferred tax is recognised on temporary 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.
Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets
are generally recognised for all deductible temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible temporary differences can be utilised. Such
deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial
recognition (other than in a business combination) of assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit.
Ascension Capital Limited (formerly TRS Investments Limited)
Notes to the financial statements
For the year ended 31 March 2021
9
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in
which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted
or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow
from the manner in which the Company expects, at the end of the reporting period, to recover or settle the
carrying amount of its assets and liabilities.
3.3. Goods and services tax
Revenues, expenses, assets and liabilities are recognised net of the amount of goods and services tax
(GST) except:
• where the amount of GST incurred is not recovered from the taxation authority, it is recognised as
part of the cost of acquisition of an asset or as part of an item of expense; or
• for receivables and payables, which are recognised inclusive of GST.
The net amount of GST recoverable or payable to the taxation authority is included as part of receivables
or payables.
3.4. Foreign currency translation
Transactions and balances
Transactions in foreign currencies are translated into the functional currency at exchange rates at the
dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the
reporting date are retranslated to the functional currency at the exchange rate at that date. Non-monetary
assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to
the functional currency at the exchange rate at the date that the fair value was determined. Foreign
currency differences arising on retranslation are recognised in profit or loss.
Foreign currency differences also arise when foreign currency transactions are settled at a different rate to
the one at which they were initially recognised (and these differences are recognised in profit or loss).
3.5. Statement of cash flows
The following are definitions of the terms used in the Statement of Cash Flows:
• Cash and cash equivalents include cash on hand and deposits held at call with banks with original
maturities of three months or less that are readily convertible to known amounts of cash.
• Operating activities are the principal revenue-producing activities of the Company. Also included in this
category are other activities that are not investing or financing activities.
• Investing activities are those relating to the acquisition and disposal of long-term assets.
• Financing activities are those activities which result in changes in the size and composition of the
contributed equity and borrowings of the Company.
3.6. Financial instruments
Financial assets and financial liabilities are recognised in the Statement of Financial Position when the
Company becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are
directly attributable to the acquisition or issue of financial assets and financial liabilities (other than
financial assets and financial liabilities at fair value through profit or loss) are added to, or deducted from,
the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction
costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through
profit or loss are recognised immediately in profit or loss.
3.7. Financial assets
Ascension Capital Limited (formerly TRS Investments Limited)
Notes to the financial statements
For the year ended 31 March 2021
10
Financial assets are measured at amortised cost or fair value on the basis of the Company’s business
model for managing financial assets and the contractual cash flow characteristics of the financial assets.
The Company classifies its financial assets as at amortised cost only if both of the following criteria are
met:
• the asset is held within a business model whose objective is to collect the contractual cash flows: and
• the contractual terms give rise to cash flows that are solely payments of principal and interest.
Financial assets at amortised cost
The Company holds receivables with the objective to collect the contractual cash flows, the cash flows are
solely payments of principal and interest, and therefore measures them subsequently at amortised cost
using the effective interest method less any impairment.
The Company’s financial assets at amortised cost include cash and cash equivalents, term deposits and
trade receivables. Cash and cash equivalents include cash in hand and deposits held on call with banks.
Impairment of financial assets
The Company recognises a loss allowance for expected credit losses on receivables. The amount of
expected credit losses is updated at each reporting date to reflect changes in credit risk since initial
recognition of the respective financial instrument.
The Company recognises lifetime expected credit losses (‘ECL’) for receivables. The expected credit
losses on these financial assets are estimated using a provision matrix based on the Company’s historical
credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions
and an assessment of both the current as well as the forecast direction of conditions at the reporting date,
including time value of money where appropriate.
Lifetime ECL represents the expected credit losses that will result from all possible default events over the
expected life of a financial instrument.
The Company recognises an impairment loss in profit or loss for all financial instruments with a
corresponding adjustment to their carrying amount. The carrying amount of the financial asset is reduced
by the impairment loss directly for all financial assets with the exception of trade receivables, where the
carrying amount is reduced through the use of an allowance account. Changes in the carrying amount of
the allowance account are recognised in profit or loss.
The Company writes off a financial asset when there is information indicating that there is no reasonable
expectation of recovery. For example, when the debtor has been placed under liquidation or has entered
into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over one year
past due, whichever occurs sooner. Financial assets written off may still be subject to enforcement
activities under the Company’s recovery procedures, taking into account legal advice where appropriate.
Any recoveries made are recognised in profit or loss.
Derecognition of financial assets
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset
expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of
the asset to another party. If the Company neither transfers nor retains substantially all the risks and
rewards of ownership and continues to control the transferred asset, the Company recognises its retained
interest in the asset and an associated liability for amounts it may have to pay. If the Company retains
substantially all the risks and rewards of ownership of a transferred financial asset, the Company
continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds
received.
On derecognition of a financial asset, the difference between the asset's carrying amount and the sum of
the consideration received and receivable is recognised in profit or loss.
3.8. Financial liabilities
Financial liabilities are classified as either financial liabilities at ‘fair value profit through profit or loss’
(‘FVTPL') or ‘other financial liabilities'. The Company has no financial liabilities at FVTPL.
Other financial liabilities
Ascension Capital Limited (formerly TRS Investments Limited)
Notes to the financial statements
For the year ended 31 March 2021
11
Other financial liabilities (including trade and other payables, payables to directors and related party
advances) are subsequently measured at amortised cost using the effective interest method. The effective
interest method is a method of calculating the amortised cost of a financial liability and of allocating
interest expense over the relevant period. The effective interest rate is the rate that exactly discounts
estimated future cash payments (including all fees and points paid or received that form an integral part of
the effective interest rate, transaction costs and other premiums or discounts) through the expected life of
the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial
recognition.
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the derecognition of the original liability and the recognition of a new liability. The
difference in the respective carrying amounts is recognised in profit or loss.
3.9. Share capital
Ordinary shares are classified as equity. Share capital is recognised at the fair value of the consideration
received by the Company. Incremental costs directly attributable to the issue of new shares are shown in
equity as a deduction, net of tax, from the proceeds.
3.10. Earnings per share
Basic earnings per share
Basic earnings (loss) per share is calculated by dividing the profit or loss attributable to ordinary
shareholders of the Company by the weighted average number of ordinary shares outstanding during the
period.
Diluted earnings per share
Diluted earnings (loss) per share is determined by adjusting the profit or loss attributable to ordinary
shareholders and the weighted average number of ordinary shares outstanding, for the effects of all
dilutive potential ordinary shares.
4. Critical accounting estimates and judgements
The preparation of these financial statements in conformity with generally accepted accounting practice
requires that the Directors makes estimates and assumptions that affect the reported amounts of assets
and liabilities as well as the disclosures of contingent assets and liabilities as at the date of the financial
statements, and the profit and loss amounts during the year. The actual results could differ from these
estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimates are revised and in any future
periods affected.
The estimates and assumptions that have a significant risk of causing material adjustments to the carrying
value of assets and liabilities within the next financial year relate to the application of the Going Concern
basis (see Note 2.1).
Ascension Capital Limited (formerly TRS Investments Limited)
Notes to the financial statements
For the year ended 31 March 2021
12
5. Other income
Other income in 2020 was a non-refundable deposit received in cash for an incomplete transaction that
did not proceed. The terms of the incomplete transaction were for the issue of shares in the Company in
exchange for business assets. The counterparty did not proceed to an agreement to subscribe for shares
and because the deposit was non-refundable according to the terms of the deposit, it was able to be
recognised as income.
6. Operating expenses
7. Segment reporting
The Company is organised into one operating segment and one geographical segment in New Zealand.
The Operating segments are reported in a manner consistent with the internal reporting provided to the
chief operating decision maker. The chief operating decision maker is the Board of Directors.
8. Income tax
2021 2020
NZ$NZ$
Directors' fees(70,000)(40,000)
NZX fees(23,454)(18,657)
Legal fees(13,025)6,997
Fees paid to the auditor
For the current year audit(19,224)(16,320)
2021
2020
NZ$
NZ$
Loss from continuing operations
(150,531)
14,934
Income tax calculated at 28%
(42,149)
4,182
Non deductible expenses
1,820
-
Current tax losses not recognised
40,329
(4,182)
Income tax expense
-
-
Comprising:
Current income tax expense
-
-
Deferred tax
-
-
-
-
Ascension Capital Limited (formerly TRS Investments Limited)
Notes to the financial statements
For the year ended 31 March 2021
13
Tax receivable
Deferred tax
Utilisation of the tax losses is subject to compliance with income tax legislation on continuity of
shareholders and/or business activities and the availability of future taxable income.
At year end the deferred tax benefit of those losses has not been recognised in the Statement of Financial
Position.
Imputation credit account
2021
2020
NZ$
NZ$
Balance at beginning of year
276
-
Current tax
-
-
Tax paid
70
276
Tax refund received
(276)
-
70
276
2021
2020
NZ$
NZ$
Tax losses for which no deferred tax asset has been recognised
449,733
305,702
Potential tax benefit @ 28%
125,925
85,597
2021 2020
NZ$NZ$
Opening balance--
Taxes paid/ (refunds received)70-
70-
Imputation credits available for use in subsequent periods based on a tax
rate of 28% (2020: 28%)
Ascension Capital Limited (formerly TRS Investments Limited)
Notes to the financial statements
For the year ended 31 March 2021
14
9. Earnings per share
At 31 March 2021, there were no financial instruments that carried any shareholder dilution rights that
were considered to be dilutive (2020: nil). Accordingly, basic and diluted earnings/(loss) per share are
identical for the accounting periods being reported on.
10. Cash and cash equivalents
11. Trade and other receivables
12. Term deposit – NZX bond
The term deposit with ANZ has been placed in favour of the New Zealand Stock Exchange. The term
deposit is not highly liquid and does not form part of the day-to-day cash management. The interest rate
on the term deposit is 0.80% per annum (2020: 2.65%).
2021
2020
NZ$
NZ$
Basic & diluted earnings/(loss) per share (NZ$):
From continuing operations
(0.000092)
0.000011
Total basic & diluted earnings/(loss) per share
(0.000092)
0.000011
2021
2020
NZ$
NZ$
Profit/(loss) from continuing operations (NZ$)
(150,531)
14,934
(150,531)
14,934
1,639,618,483
1,313,919,275
The profit/(loss) and weighted average number of ordinary shares used in the calculation of earnings/(loss)
per share are as follows:
Weighted average number of ordinary shares used in the calculation of
basic and diluted earnings per share
2021
2020
NZ$
NZ$
49,085
15,679
49,085
15,679
Cash at bank - on call
2021
2020
NZ$
NZ$
4,100
4,100
GST receivable
742
-
4,842
4,100
Prepayments
Ascension Capital Limited (formerly TRS Investments Limited)
Notes to the financial statements
For the year ended 31 March 2021
15
13. Trade and other payables
14. Share capital
On 10 July 2020 333,177,621 ordinary shares were issued to a wholesale investor for $0.00025 per share,
raising additional capital of $83,295.
On 13 November 2020 249,000,000 ordinary shares were issued to wholesale investors for $0.00025 per
share, raising additional capital of $62,250.
On 12 June 2018 the Company signed a share subscription agreement with Lida Agricultural International
Holdings Limited (“Lida”). Instalments of $120,000 were received and recognised as a loan advance from
Lida in the year to 31 March 2019. In the year to 31 March 2020 the proposed transaction with Lida was
terminated and the total sum received from Lida of $120,000 was settled in full with the issue of
120,000,000 shares in the Company to Lida nominees. This settlement had no impact (profit or loss) on
the Statement of Comprehensive Income of the Company because the full fair value of the liability was
settled in full with an equivalent increase in share capital.
All issued shares are fully paid ordinary shares and carry one vote per share, carry a right to dividends
and a pro rata share of net assets on wind up.
2021
2020
NZ$
NZ$
Trade payables
5,698
20,187
Accruals
63,000
16,000
Other payables
-
3,252
68,698
39,439
No. of Shares
NZ$
Ordinary shares at 1 April 2019
1,212,710,484
15,806,000
Ordinary shares issued during the year
120,000,000
120,000
Ordinary shares as at 31 March 2020
1,332,710,484
15,926,000
Ordinary Shares as at 1 April 2020
1,332,710,484
15,926,000
Ordinary shares issued during the year
582,177,621
145,545
Ordinary shares as at 31 March 2021
1,914,888,105
16,071,545
Ascension Capital Limited (formerly TRS Investments Limited)
Notes to the financial statements
For the year ended 31 March 2021
16
15. Financial instruments
The Company has entered into a number of non-derivative financial instruments all of which are classified
as financial assets and liabilities at amortised cost. The carrying values of these items approximate their
fair value. They are listed as follows:
16. Financial risk management
The Company is subject to a number of financial risks including market risk (including interest rate risk and
currency risk), liquidity risk and credit risk.
16.1. Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will
affect the Company’s income or the value of its holdings of financial instruments. The objective of market
risk management is to manage and control the market risk exposures within acceptable parameters, while
optimising the return on risk. There is minimal market risk.
16.2. Interest rate risk
Interest rate risk is the risk of loss to the Company arising from adverse changes in interest rates. The
Company’s financing activities are exposed to interest rate risk in respect of its interest earning assets and
interest bearing liabilities. Changes to interest rates can impact the Company’s financial results by
affecting the interest earned or payable on these assets and liabilities. There is minimal interest rate risk.
16.3. Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial
instrument fails to meet its contractual obligations and arises from cash and cash equivalents, deposits
with banks and the Company’s receivables. The Company’s maximum credit risk is represented by the
carrying value of these financial assets.
The Company currently has no amounts due from customers.
The credit risk associated with cash transactions and deposits is managed through the Company’s
policies that limit the use of counterparties to high credit quality financial institutions.
2021
2020
NZ$
NZ$
Financial assets at amortised cost
Cash and cash equivalents
49,085
15,679
Other receivables
742
-
Term deposit
20,569
20,238
Total financial assets
70,396
35,918
Financial liabilities at amortised cost
Trade payables and other liabilities
68,698
39,439
Payables to directors
110,000
100,000
Related party advances
359,910
359,910
Total financial liabilities
538,608
499,349
Ascension Capital Limited (formerly TRS Investments Limited)
Notes to the financial statements
For the year ended 31 March 2021
17
16.4. Foreign exchange risk
During the normal course of the year the Company has no transactions denominated in foreign currencies
(2020: nil).
16.5. Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial
liabilities as they fall due. The Company has net liabilities of $464,042. The Company’s creditors have
agreed to support the Company and not demand repayment until the Company has sufficient funds
available to pay outstanding balances (refer to note 2.1).
The following table provides a maturity analysis of the Company’s remaining contractual cash flows
relating to financial liabilities. Contractual cash flows include contractual undiscounted principal and
interest payments.
16.6. Capital management
The Company’s objectives when managing capital comprising shareholders’ equity are to safeguard its
ability to continue as a going concern in order to provide returns to shareholders and benefits to other
stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Company’s
policies in respect of capital management and allocation are reviewed regularly by the Board of Directors.
The Company has negative equity. The capital requirements of the Company will be considered once its
future purpose is determined. Refer to note 2.1 for further information.
NZ$
NZ$
NZ$
NZ$
NZ$
NZ$
Non-derivative financial liabilities
As at 31 March 2021
Trade and other payables
68,698
68,698
23,698
45,000
-
-
Payable to directors
110,000
110,000
-
110,000
-
-
Related party advances
359,910
359,910
-
359,910
-
-
538,608
538,608
23,698
514,910
-
-
As at 31 March 2020
Trade and other payables
39,439
39,439
39,439
-
-
-
Payable to directors
100,000
100,000
100,000
-
-
-
Related party advances
359,910
359,910
-
359,910
-
-
499,349
499,349
139,439
359,910
-
-
Payable
2-5 years
Carrying
amount
Contractual
cash flows
Payable
0-6 months
Payable
6-12 months
Payable
1-2 years
Ascension Capital Limited (formerly TRS Investments Limited)
Notes to the financial statements
For the year ended 31 March 2021
18
17. Reconciliation of loss after taxation with cash flow from operating activities
18. Related parties
18.1. Related party advances
A series of transactions with HuaHan International Holdings (Hong Kong) Co. Ltd (‘HuaHan’) (collectively
referred to as the “HuaHan Transactions”) took place effective 21 July 2016 after shareholder approval
was obtained at a special meeting on 13 July 2016. HuaHan was deemed a related party for the 31 March
2020 year as, at that time, it was a shareholder of the Company.
As part of the HuaHan Transactions approved by shareholders, Ascension entered into an agreement with
HuaHan whereby HuaHan would provide the Company with an unsecured Working Capital Facility.
During the year ended 31 March 2021, the Company received notice that HuaHan had assigned its
interests in the Loan Facility Agreement to Excalibur Capital Partners Limited (‘Excalibur’). Excalibur is a
substantial shareholder in Ascension and is controlled by S Joyce (a non-executive director of Ascension).
As at 31 March 2021 the total liability payable under this facility is $359,910 (31 March 2020: $359,910)
and is shown as related party advances in the Statement of Financial Position.
The loan facility is repayable on demand however, Excalibur has agreed to not make demand unless and
until the Company is in a position to repay the advance and pay its creditors as they fall due. This balance
is unsecured. Further, Excalibur has confirmed no interest is due or payable on the balance owed.
18.2. Directors’ remuneration
18.3. Payable to directors
2021
2020
NZ$
NZ$
Net loss after taxation
(150,531)
14,934
Adjusted for:
Interest on term deposits
(331)
-
Movements in working capital
(Increase) / decrease in trade and other receivables
(742)
4,366
Decrease / (increase) in taxation receivable
206
-
Increase / (decrease) in trade and other payables
29,259
(69,404)
Increase / (decrease) in payables to directors
10,000
-
Net cash outflows from operating activities
(112,139)
(50,104)
2021 2020
NZ$NZ$
K Jackson20,000-
J Cilliers20,000-
S Joyce15,000-
R Gower15,000-
J van Wijk-40,000
Total remuneration of directors70,00040,000
Ascension Capital Limited (formerly TRS Investments Limited)
Notes to the financial statements
For the year ended 31 March 2021
19
* the $45,000 payable to J van Wijk is included in accruals at 31 March 2021 as J van Wilk resigned as a
director during the year. The $60,000 payable to J van Wijk was included in payables to directors in the
2020 comparatives.
The directors have agreed to forego payment of directors’ fees until such time as the Company has
sufficient funds to make such payments.
18.4. Related part transactions
During the 2020 financial year; Joseph van Wijk, paid the Company’s creditors on behalf of the Company
totalling $19,261. As at 31 March 2020 the related amounts owing to him where reimbursed.
There were not such transactions during the 2021 financial year.
19. Contingent liabilities
There are no contingent liabilities at 31 March 2021 (2020: nil).
20. Commitments
There are no commitments at 31 March 2021 (2020: nil).
21. Events subsequent to reporting date
There have been no other significant events after the reporting date.
2021 2020
NZ$NZ$
Current directors
K Jackson40,00020,000
J Cilliers40,00020,000
S Joyce15,000-
R Gower15,000-
110,00040,000
Former directors
J van Wijk - resigned 3 July 2020*45,00060,000
155,000100,000
INDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF ASCENSION CAPITAL LIMITED
Opinion
We have audited the financial statements of Ascension Capital Limited (“Ascension”), which
comprise the statement of financial position as at 31 March 2021, and the statement of
comprehensive income, statement of changes in equity and statement of cash flows for the
year then ended, and notes to the financial statements, including a summary of significant
accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects,
the financial position of Ascension as at 31 March 2020, and its financial performance and its
cash flows for the year then ended in accordance with New Zealand equivalents to
International Financial Reporting Standards (“NZ IFRS”).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New
Zealand) (“ISAs (NZ)”). Our responsibilities under those standards are further described in the
Auditor’s Responsibilities for the Audit of the financial Statements section of our report. We
are independent of Ascension in accordance with Professional and Ethical Standard 1
(Revised) Code of Ethics for Assurance Practitioners issued by the New Zealand Auditing and
Assurance Standards Board, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor, we have no relationship with, or interests in Ascension.
Material Uncertainty Related to Going Concern
We draw attention to Note 2.1 to the financial statements, which indicates that Ascension
current liabilities exceeded its current assets as at 31 March 2021 by $464,042 (2020: current
liabilities exceeded current assets by $459,056). If the directors are unable to secure further
equity from shareholders or a new business transaction, Ascension will be unable to discharge
its obligations to third parties. As stated in Note 2.1, these events or conditions, along with
other matters as set forth in Note 2.1, indicate that a material uncertainty exists that may
cast significant doubt on Ascension’s ability to continue as a going concern. Our opinion is not
modified in respect of this matter.
Key Audit Matters
Except for the matter described in the Material Uncertainty Related to Going Concern
section, we have determined that there are no other key audit matters to communicate in
our report.
Other Information
The directors are responsible for the other information. The other information comprises the
Message from the Chairman, Corporate Governance Statement, Directors’ Statement of
Responsibilities and Additional Shareholder Information
Our opinion on the financial statements does not cover the other information and we do not
express any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
Directors’ Responsibilities for the Financial Statements
The directors are responsible on behalf of Ascension or the preparation and fair presentation
of the financial statements in accordance with NZ IFRS, and for such internal control as the
directors determine is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible on behalf of Ascension for
assessing Ascension’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors
either intend to liquidate Ascension or to cease operations, or have no realistic alternative
but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (NZ) will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located
at the External Reporting Board’s website at: https://www.xrb.govt.nz/assurance-
standards/auditors-responsibilities/audit-report-2/.
This description forms part of our auditor’s report.
Who we Report to
This report is made solely to the Ascension shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in
an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than Ascension and the Ascension
shareholders, as a body, for our audit work, for this report or for the opinions we have
formed.
The engagement partner on the audit resulting in this independent auditor’s report is Geoff
Potter.
BDO WELLINGTON AUDIT LIMITED
Wellington
New Zealand
28 May 2021
Ascension Capital Limited
Shareholder information
For the year ended 31 March 2021
23
Stock exchange listing
The Company’s shares are quoted on the NZX Main Board. As at 27 April 2021, the total number of
ordinary shares on issue was 1,914,888,105.
Distribution of security holders
Details of the distribution of ordinary shares amongst shareholders as at 27 April 2021 are set out below.
20 largest shareholdings
The 20 largest shareholdings as at 27 April 2021 are provided in the table below.
Size of Holding
Number
%
Number
%
1-999
856
60.54%
58,689
0.00%
1,000-4,999
96
6.79%
211,502
0.01%
5,000-9,999
31
2.19%
212,844
0.01%
10,000-49,999
141
9.97%
3,398,138
0.18%
50,000-99,999
48
3.39%
3,130,494
0.16%
99,999 or more
242
17.11%
1,907,876,438
99.63%
1,414
100.00%
1,914,888,105
100.00%
Number of Security Holders
Number of Securities
NameNo. of shares% of shares
Forsyth Barr Custodians Limited333,178,050 17.40%
Excalibur Capital Partners Limited233,641,228 12.20%
Trinity Portfolio Limited194,722,744 10.17%
Rochdale Investments Limited145,000,000 7.57%
Foster Capital Nz Limited89,000,000 4.65%
Ilakolako Investments Limited79,435,000 4.15%
Li Da Yang66,666,000 3.48%
Beconwood Superannuation Pty Limited60,000,000 3.13%
Jarden Securities Limited54,758,724 2.86%
Chao Wang53,334,000 2.79%
Belinda Anne Edmond50,000,000 2.61%
Stuart Macintosh43,158,601 2.25%
Andrew Fiori-Dea37,280,237 1.95%
Graeme Keith Jackson + Patricia Frances Jackson + Phillip Mack Picot35,940,726 1.88%
Hai Yan Xiang33,349,538 1.74%
Daniel John Reed31,062,500 1.62%
John Edward Connell25,000,000 1.31%
Anthony Theodore Bus22,099,135 1.15%
Takawa Trustees Limited20,026,161 1.05%
FNZ Custodians Limited18,802,260 0.98%
Ascension Capital Limited
Shareholder information
For the year ended 31 March 2021
24
Substantial security holders
As at 31 March 2021 the following persons are substantial product holders according to the Company’s
records and disclosures under the Financial Markets Conduct Act 2013. The number of ordinary shares
set out below are taken from the relevant substantial product holder notices.
Directors
The name of the directors holding office during the year are:
Interests register
The following entries were made in the interest register during the year ended 31 March 2021:
• The directors provided the following disclosure of entities in which, due to the nature of their
relationship, may be related parties to Ascencion.
No. of shares
% of shares
Lindsey Investment Trust
333,177,621
17.40%
Excalibur Capital Partners Limited
233,641,228
12.20%
Trinity Portfolio Ltd / Joseph Van Wijk
194,722,744
10.17%
Rochdale Investments Limited
145,000,000
7.57%
Appointed
Resigned
K Jackson
J Cilliers
S Joyce
3 July 2020
R Gower
3 July 2020
J van Wijk
3 July 2020
DirectorEntityStatus
G JacksonCooks Global Foods LimitedDirector and shareholder
Cooks Investment Holdings LimitedDirector and shareholder
Dairy Farm Investments (Ruawhata) LimitedDirector and indirect shareholder
Jackson & Associates LimitedDirector and shareholder
Nikau TrustTrustee
Weihai Station LimitedDirector
J CilliersAcanthus LimitedDirector
Callisto One LimitedDirector
Incrementum LimitedDirector and shareholder
Millennium Mineral Resources LimitedDirector
Myland Partners (NZ) LimitedDirector
Southern Charter Financial Group LimitedDirector and shareholder
Western City Holdings LimitedDirector
Ascension Capital Limited
Shareholder information
For the year ended 31 March 2021
25
• K Jackson, J Cilliers, R Gower and S Joyce each receive directors’ fees of $20,000 plus GST per
annum.
• Excalibur Capital Partners Limited (a company controlled by S Joyce) is the creditor in a loan
arrangement with the Company (as debtor) for $359,910.
• Excalibur Capital Partners Limited (a company controlled by S Joyce) is the holder of 233,641,228
shares in the Company.
• K Jackson holds an interest in 35,940,726 shares in the Company.
R Gower
Arno Investments Limited
Director and shareholder
Cer Trustee Company Limited
Director and shareholder
Clever Nutrition Limited
Director and shareholder
Goodwood Capital Limited
Director
Gower Management Group Limited
Director and shareholder
Ika Nui Charters Limited
Director
Me Today Limited
Director
Mitsui Credit Limited
Director and shareholder
New Zealand Food Innovation Auckland Limited
Director
New Zealands Best Food And Beverage Limited
Director
NXT Fuels Limited
Director
Primeport Timaru Limited
Director
Rec No. 2 Limited
Director
Rec No. 3 Limited
Director
Rf Project 1 Limited
Director
Roger Gower & Associates Limited
Director and shareholder
Utility Security Limited
Director and shareholder
S Joyce
Ascension Capital Limited
Director and shareholder
Best Start Educare Limited
Director
Blackwell Global Finance Limited
Director
Blackwell Global Funds Limited
Director
Blackwell Global Holdings Limited
Director
Cm Partners Limited
Director and shareholder
CMP Consulting Limited
Director
CMP Growth Capital Fund Limited
Director and shareholder
Connaught Trust Limited
Director and shareholder
Connemara Capital Limited
Director and shareholder
Connemara Consulting Limited
Director and shareholder
Connemara Finance Limited
Director
Connemara Real Estate Limited
Director
Excalibur Capital Nominee Company Limited
Director and shareholder
Excalibur Capital Partners Limited
Director and shareholder
Goodwood Capital Limited
Director
Maverick Capital Trust Limited
Director and shareholder
Mounterowen Limited
Director and shareholder
Oceania Capital Trust Limited
Director and shareholder
T.L. Jones Limited
Director
The Guardian Multi Family Office Limited
Shareholder
Ascension Capital Limited
Shareholder information
For the year ended 31 March 2021
26
Directors’ relevant interest in equity securities
As at 31 March 2021 the directors of Ascension held the following relevant interests in the ordinary shares
of the Company.
Directors’ remuneration
The following remuneration was provided to directors during the year ended 31 March 2021.
Directors' indemnification
The Company indemnifies all current directors of the Group against all liabilities (other than to a member
of the Group) which arise out of the performance of their normal duties as directors, unless the liability
relates to conduct involving lack of good faith.
Employee remuneration
There was no remuneration or other benefits paid to employees during the year ended 31 March 2021.
Donations
No donations were made by the Company during the year ended 31 March 2021.
Auditor
BDO is the auditor for the Company. Audit fees due and payable to the auditor for the year ended
31 March 2021 were $19,224. BDO provided no other services to the Company apart from the audit of the
financial statements.
NZX Waivers
Ascension has not relied on any waivers issued by the NZX in the 12 months ended 31 March 2021.
Name of Director
Independent director
Nature of relevant interest
No. of shares held
S Joyce
Indirect ownership
233,641,228
K Jackson
Independent
Beneficial owner
35,940,726
J Cilliers
Independent
-
R Gower
Independent
-
2021
NZ$
K Jackson
20,000
J Cilliers
20,000
S Joyce
15,000
R Gower
15,000
Total remuneration of directors
70,000
Ascension Capital Limited
Board of directors
27
Keith Jackson B Com
Chairman, independent director
Keith was appointed to the Board in August 2001 and appointed as chairman in December 2001.
Keith is experienced in business development, marketing and executive management. Keith has extensive
business interests including the executive Chairman of Cooks Global Foods Ltd.
John Cilliers B Com, CA
Independent director
John was appointed to the Board in May 2016.
John has been actively involved in NZAX listings and compliance, business acquisitions,
commercialisation and the implementation of systems to support organisational growth. John is a director
of NZSX listed Southern Charter Financial Group Limited. He was formerly the CFO of Pulse Energy
Limited. John has a Bachelor of Commerce from South Africa and is a member of Chartered Accountants
Australia and New Zealand.
Roger Gower BCom, MBA, MPhil
Independent director
Roger was appointed to the Board in July 2020.
Roger has wide experience as a company executive, director and Chairman in both public and private
companies. He is currently Chairman of PrimePort Timaru Limited and New Zealand Food Innovation
Auckland Limited (the Food Bowl). Roger is also an independent director of NZX-listed Me Today Limited
and the Chief Executive of New Zealand's Best Food & Beverage Limited (which has developed wellbeing
products under the Douglas Nutrition brand). He was also Chairman at the juice company Charlie's which
listed in 2005 and, prior to that, had a corporate career in logistics and transportation.
Sean Joyce LLB (honours), BA
Non-executive director
Sean was appointed to the Board in July 2020.
Sean has over 25 years’ experience in the corporate sector as a corporate lawyer and a market
participant. He is a principal of his own corporate law firm and is a principal of Auckland-based capital
markets advisory firm and NZX Sponsor, CM Partners Limited.
Sean has a particular focus on the capital markets and securities laws – regulatory compliance,
compliance listings, reverse listings, fund raising and offerings of various types of securities in New
Zealand. Sean has been involved in a large number of IPOs, reverse listings and takeovers of listed
companies in New Zealand and Australia.
Sean is a non-executive director of several small cap listed companies and is a non-executive director of
several significant privately-held companies. Sean is a Chartered Member of the Institute of Directors
(CMinstD).
Sean is not considered to be independent under the NZX Listing Rules as Excalibur Limited, a company
controlled by Sean, is a substantial product holder of the Company.
Ascension Capital Limited
Corporate governance statement
28
The Board of Directors (“Board”) of Ascension recognise the need for strong corporate governance
practices and has adopted a comprehensive corporate governance code. The code is based on the
recommendations set out in the NZX Corporate Governance Code and the requirements of the NZX Main
Board Listing Rules. Key documents referred to in this section are available on the Company’s website
Ascensioncapital.co.nz. The information contained in this section is current as at 28 May 2021 and has
been approved by the Board. The key documents within the code were last reviewed effective May 2021
and a summary statement of the key documents is as follows:
Code of Ethics and Financial Products Trading Policy
Ascension has adopted policies that are designed to formalise its commitment to the highest standards of
ethical conduct and to provide all Directors and representatives with clear guidance on those standards.
These are governed by the Code of Ethics and also the Financial Products Trading Policy.
The Code of Ethics details the ethical and professional behavioural standards required of the Directors
and all employees.
The Financial Products Trading Policy details the procedure whereby Ascension Directors and employees
may trade in the Company’s shares. Directors and employees may not trade in Ascension shares when
they have price sensitive information that is not publicly available. In addition, except where the Directors
have the permission of the Board, the Directors may trade in the Company’s shares only during specified
trading windows.
The Company maintains an interests register in which the particulars of certain transactions and matters
involving Directors must be recorded. Details of all matters entered into the register by individual Directors
are outlined in Note 18 of the Financial Statements.
Governance Code
The Board has adopted a Governance Code that sets out the roles and responsibilities of the Board and
distinguishes between the role and responsibilities of the Board and Management. Board's role is to direct
the Company and enhance its value for Shareholders in accordance with good governance principles. The
Board recognises that the quality with which it performs its functions is an integral part of the performance
of the Company and that there is a strong link between good governance and performance.
Role and Composition of the Board
Ascension retains a Board of Directors which aims to ensure that shareholders’ interests are held
paramount. The Board is responsible for the direction and control of Ascension and is accountable to
shareholders and others for the Company’s performance and compliance with the appropriate laws and
standards. A key responsibility of the Board is to monitor the performance of management on an ongoing
basis. Profiles of the individual Directors can be found on page 27.
The Company’s Constitution requires a minimum of three Directors with a maximum of seven. At least two
of the Directors must be ordinarily resident in New Zealand. The composition of the Board must include a
minimum of two Independent Directors. The Board elects a Chairman whose primary responsibility is the
efficient functioning of the Board. The Board is currently made up of four Directors and the Board
considers that three Directors are independent in terms of the New Zealand Exchange requirements.
Independent Directors
• Keith Jackson (Chairman)
• John Cilliers
• Roger Gower
Non-executive director
• Sean Joyce
Sean Joyce is not considered to be independent under the NZX Listing Rules as Excalibur Limited, a
company controlled by Sean, is a substantial product holder of the Company.
Ascension Capital Limited
Corporate governance statement
29
Board meetings
The Board met regularly during the year. The Board is provided with accurate timely information on all
aspects of the Company’s operations. The Board is kept informed of key risks to the Company on a
continuing basis. In addition, the Board meets whenever necessary to deal with specific matters needing
attention between the scheduled meetings.
The table below shows director attendance at board meetings during the year ended 31 March 2021:
Keith Jackson 4
John Cilliers 4
Roger Gower (appointed July 2020) 3
Sean Joyce (appointed July 2020) 3
Diversity Policy
Ascension believes that diversity and inclusion contribute to competitive advantage and sustainable
business success which is reflected in the Companies Diversity Policy. Ascension is committed to an
inclusive workplace that fosters and promotes workplace diversity at all levels. This provides the capacity
to view problems and opportunities from many different perspectives.
As at 31 March 2021 100% of the Directors were male. As at 31 March 2020 100% of the Directors were
male. Ascension has no other offices or employees as at 31 March 2021 (31 March 2020: nil).
The Board believes that the current makeup of the Board is appropriate at this time.
Board Committees – Audit Finance and Risk Committee
The Board has overall responsibility for the Company’s system of risk management and internal control.
The Board has established a Committee known as the Audit, Finance and Risk Committee. The primary
purpose of the Audit, Finance and Risk Committee is to assist the Board of ACE in fulfilling its
responsibilities relating to the company’s management systems, accounting and reporting, external and
internal audit, finance and risk management activities. The Committee comprises John Cilliers (Chairman
of Committee) and Keith Jackson. Meetings are held not less than twice a year having regard to the
Company’s reporting and audit cycle. Key risk management tools used by Ascension include the audit
committee function, outsourcing of certain functions to experts, internal controls, financial and compliance
reporting procedures and processes, business continuity planning and insurance.
Other Committees
Due to the importance of Nomination and Remuneration matters these are addressed by the Board as a
whole and consequently there is no separate Nomination or Remuneration Committee at this time.
Continuous Disclosure
Ascension’s Market Disclosure Policy sets out the Company’s arrangements to ensure material
information is identified, reported, assessed and, where required, disclosed to the market in a timely
manner. Ascension is committed to ensuring the timely disclosure of material information about the
Company to ensuring that the Company complies with the NZX Main Board Listing Rules.
Remuneration Policy
Ascension’s Remuneration Policy is included in its Remuneration, Nomination and Health & Safety
Committee Charter which sets out the principles which apply to the remuneration of the Board and
employees. Details of individual director remuneration are outlined on page 26 and in Note 18 of the
Financial Statements.
Auditors
The Audit, Finance and Risk Committee is accountable for ensuring the performance and independence
of the external auditors – BDO Wellington Audit Limited. The Committee also recommends to the Board,
Ascension Capital Limited
Corporate governance statement
30
which services other than the statutory audit, may be provided by BDO Wellington Audit Limited as
auditors.
Shareholder Relations
The Board recognises the importance of providing comprehensive and timely information to shareholders.
Information is communicated to shareholders in the Interim Report and the Annual Report. The release of
the Annual Report is followed by the Annual Shareholders Meeting, which the Board recognises as an
important forum at which the shareholders can meet and question the Board. Full participation of
shareholders is encouraged at the Annual Shareholders Meeting to ensure a high level of accountability
and identification with the Company’s strategies and goals. Shareholders are encouraged to submit
questions in writing prior to the meeting.
Environmental, Social and Governance
Ascension recognises the importance of minimising our environmental, social and governance impact The
Company is committed to minimise its environmental impact and achieve sustainable business practices.
Summary of Exceptions
The Company’s corporate governance code is based on the recommendations set out in the NZX
Corporate Governance Code and the requirements of the NZX Main Board Listing Rules. The Board
considers that Ascension’s corporate governance code has followed these recommendations and
requirements in all material respects in the current year with the following exceptions:
• Recommendation 3.6 (protocols setting procedure to follow if takeover offer received including the
set-up of a separate committee) - there are no written protocols at this time but the whole Board
would be immediately involved and legal advice sought.
• Recommendation 4.3 (reporting includes non-financial disclosures such as exposure to
environmental risks and how those risks are managed) – due to the Company’s lack of current
operations such reporting will be considered in future years.
• Recommendation 8.4 (if seeking additional equity capital, issuers of quoted equity securities should
offer further equity securities to existing equity security holders of the same class on a pro rata basis,
and on no less favourable terms, before further equity securities are offered to other investors) - in
order to provide the Company with additional working capital to fund the costs associated with
statutory maintenance and other costs of the Company being listed, the Company undertook two
capital raises during the year. The first event raised $83,295 through the issue of 333,177,621 new
ordinary shares to wholesale investors and the second event raised $62,250 through the issue of
249,000,000 new ordinary shares. Given the Company needed to quickly raise funding and
strengthen the Company’s balance sheet, the Board did not consider it appropriate to undertake a
process of offering shares to all shareholders.
• Recommendation 8.5 (the board should ensure that the notices of annual or special meetings of
quoted equity security holders is posted on the issuer’s website as soon as possible and at least 20
working days prior to the meeting) - the Company held the 2020 Annual Meeting on 22 September
2020. The notice of the Annual Meeting was released on 7 September 2020, being less than the 20
working days recommended. Scheduling and planning for the meeting occurred during the Auckland
Covid lock-down period, which added uncertainty and complexity as to when, where and how the
meeting could be held, reducing the time available for the notice of meeting.
The alternate governance practices described above have been approved by the Board.
Ascension Capital Limited
Company directory
31
Company Number:
1009777
Incorporated
21 January 2000
Directors
J Cilliers
R H Gower
G K Jackson
S Joyce
Registered Office
c/- Duncan Cotterill Lawyers
Level 2, Tower Building
50 Customhouse Quay
Wellington 6143
Bankers
ANZ Bank Ltd
23-29 Albert Street
Auckland 1010
Auditor
BDO Wellington Audit Ltd
Level 1, Tower Building
50 Customhouse Quay
Wellington 6143
Share Registry
Computershare Investor Services Ltd
Level 2, 159 Hurstmere Road
Takapuna
Ph: +64 9 488 8777
---
1
Ascension Capital Limited
Auckland
Ascension Capital Limited (NZX: ACE)
The Board of Ascension Capital Limited (NZX: ACE) has today announced the financial results of the
company for the twelve months ended 31 March 2021.
Full year results announcement for the twelve months ended 31 March 2021
Results for announcement to the market
Name of issuer Ascension Capital Limited (NZX: ACE)
Reporting Period 12 months to 31 March 2021
Previous Reporting Period 12 months to 31 March 2020
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$0 (99.6)%
Total Revenue $0 (99.6)%
Net profit/(loss) from
continuing operations
$(151) (1,108)%
Total net profit/(loss) $(151) (1,108)%
Interim/Final Dividend
Amount per Quoted Equity
Security
The company does not propose to pay a dividend at this time.
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per Quoted
Equity Security
$(0.00024) $(0.00034)
A brief explanation of any of
the figures above necessary to
enable the figures to be
understood
Refer to the Annual Report which accompanies this announcement.
2
Authority for this announcement
Name of person authorised to
make this announcement
Sean Joyce
Contact person for this
announcement
Sean Joyce
Contact phone number +6 21 865 704
Contact email address sean@corporate-counsel.co.nz
Date of release through MAP 31 May 2021
Audited financial statements accompany this announcement.
Ends
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- IPR — Iperion Limited: 2021 Annual Report2021-06-30
“SOUTHERN CHARTER FINANCIAL GROUP LIMITED FOR THE YEAR ENDED 31 MARCH 2021 ANNUAL REPORT Page 1 Southern Charter Financial Group Limited Annual Report 31 March 2021 CONTENTS DIRECTORS’ REPORT _______________________________________________________________…”
- GEN — General Capital Limited: General Capital releases 2021 Annual Report2021-06-29
“Directors’ Report (Continued) 5.0 Investment Research Group (IRG) IRG had a good financial year with significant advisory fees being earned in relation to loan structuring for its clients and the business is now in the final stages of a listing application mandate. This wa…”
- 2CC — 2 Cheap Cars Group Limited: NZAI delivers net profit above guidance for FY212021-05-27
“Results announcement Results for announcement to the market Name of issuer NZ Automotive Investments Limited Reporting Period 12 months to 31 March 2021 Previous Reporting Period 12 months to 31 March 2020 Currency NZD Amount (000s) Percentage change Revenue fr…”