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Full Year Results to 31 March 2022 / Annual Report

Full Year Results26 May 2022BAIHealthcare

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 2022.


Full year results announcement for the twelve months ended 31 March 2022


Results for announcement to the market

Name of issuer Ascension Capital Limited (NZX: ACE)

Reporting Period 12 months to 31 March 2022

Previous Reporting Period 12 months to 31 March 2021

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$0 (59.8)%

Total Revenue $0 (59.8)%

Net profit/(loss) from

continuing operations

$(171) 13.7%

Total net profit/(loss) $(171) 13.7%

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

$(0.03317) $(0.00024)

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 27 May 2022


Audited financial statements accompany this announcement.


Ends

---

Ascension Capital Limited


Annual Report



For the year ended 31 March 2022






Ascension Capital Limited

Annual Report

For the year ended 31 March 2022




1

Contents


Letter from the Chair 2

Statement of Profit or Loss and other 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 22

Board of Directors 26

Corporate Governance Statement 27

Company Directory 30





Ascension Capital Limited

Letter from the Chair

For the year ended 31 March 2022




2



23 May 2022




During the course of the year:

• the Company completed a 100 to 1 share consolidation in November 2021. As result of the

consolidation, and after taking account of rounding of entitlements, the number of shares on issue in

Ascension reduced from 1,914,888,105 to 19,148,828.

• there were no changes in the board of directors.

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 2022 is a loss after taxation of

NZ$171,171, which is largely made up of the directors’ fees, NZX listing costs, and legal and accounting

costs.






Keith Jackson

Chair


Ascension Capital Limited

Statement of Profit or Loss and other Comprehensive Income

For the year ended 31 March 2022



The accompanying notes form part of these financial statements and should be read in conjunction with them.


3





2022 2021

NoteNZ$NZ$

Interest income161400

Total operating income161400

Operating expenses5(170,811)(150,931)

Finance costs(521)-

Operating loss before tax(171,171)(150,531)

Tax expense7--

Net loss for the year(171,171)(150,531)

Other comprehensive income

Other comprehensive income for the year, net of tax--

Total comprehensive loss attributable to shareholders(171,171)(150,531)

Earnings/(loss) per share from continuing operations:

- basic and diluted earnings/(loss) per share (NZ$)8(0.00894)(0.00918)


Ascension Capital Limited

Statement of Changes in Equity

For the year ended 31 March 2022



The accompanying notes form part of these financial statements and should be read in conjunction with them.


4





NoteShare AccumulatedTotal

capitallossesequity

NZ$NZ$NZ$

Balance at 1 April 202015,926,000(16,385,056)(459,056)

Net loss attributable to shareholders-(150,531)(150,531)

Total comprehensive loss for the year-(150,531)(150,531)

Issue of ordinary shares13145,545-145,545

Balance at 31 March 202116,071,545(16,535,587)(464,042)

Balance at 1 April 202116,071,545(16,535,587)(464,042)

Net loss attributable to shareholders-(171,171)(171,171)

Total comprehensive loss for the year-(171,171)(171,171)

Balance at 31 March 20221316,071,545(16,706,758)(635,213)


Ascension Capital Limited

Statement of Financial Position

As at 31 March 2022



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: 23 May 2022


2022 2021

NoteNZ$NZ$

ASSETS

Current assets

Cash and cash equivalents94,08049,085

Other current assets104,3714,842

Taxation receivable7-70

Term deposit - NZX bond1120,73020,569

Total current assets29,18174,566

LIABILITIES

Current liabilities

Trade and other payables1268,96368,698

Payable to directors17.3190,000110,000

Related party advances (unsecured)17.1405,431359,910

Total current liabilities664,394538,608

Net assets (liabilities)

(635,213)(464,042)

EQUITY

Share capital1316,071,54516,071,545

Accumulated losses(16,706,758)(16,535,587)

Total equity

(635,213)(464,042)


Ascension Capital Limited

Statement of Cash Flows

For the year ended 31 March 2022



The accompanying notes form part of these financial statements and should be read in conjunction with them.


6





2022 2021

NoteNZ$NZ$

Cash flows used in operating activities

Interest received

-70

Payments to suppliers

(90,075)(112,415)

Income tax refunded (paid)

70206

Net cash flows used in operating activities

16

(90,005)(112,139)

Cash flows from investing activities

--

Cash flows from financing activities

Proceeds from issue of share capital-145,545

Related party advances received17.145,000-

Net cash flows from financing activities45,000145,545

Net increase/(decrease) in cash and cash equivalents

(45,005)33,406

Cash and cash equivalents at the beginning of the year49,08515,679

Cash and cash equivalents at the end of the year

94,08049,085


Ascension Capital Limited

Notes to the Financial Statements

For the year ended 31 March 2022


7

1. General information

These financial statements are for Ascension Capital 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 and is focused on identifying a suitable business opportunity to

invest in and/or acquire through a reverse take-over transaction.

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. Historical cost is generally based

on the fair value of the consideration given in exchange for goods and services.

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 $171,171 for the year ended 31 March 2022 (year ended 31 March

2021: net loss of $150,531) and generated negative operating cash flows of $90,005 (year ended

31 March 2021: $112,139 negative). As at 31 March 2022 the Company has reported net liabilities of

$635,213 (31 March 2021: $464,042 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 2022.

The Company has a Loan Facility Agreement and Working Capital Loan Agreement with Excalibur Capital

Partners Limited (‘Excalibur’) (refer note 17.1). Excalibur is a substantial shareholder in Ascension and is

controlled by S Joyce (a non-executive director of Ascension). As at 31 March 2022 the total liability

payable under these agreements is $405,431 (31 March 2021: $359,910) and is shown as related party

advances in the Statement of Financial Position.

The Loan Facility Agreement 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. Excalibur has also confirmed that it anticipates most, if not all, of the $379,910 due from the

Company to Excalibur under this facility, may ultimately be converted into ordinary shares in Ascension in

the event of a reverse takeover transaction proceeding. The terms of the loan can be found in note 17.1.

The Working Capital Loan Agreement with Excalibur provides a funding line of $75,000. At 31 March 2022

the Company had utilised $25,000 of this facility. On 5 April 2022 the Company received a further $50,000

from this facility. The funds advanced under this loan agreement accrue interest at a rate of 5% per

annum. The loan becomes repayable when the Company completes a reverse takeover transaction and is


Ascension Capital Limited

Notes to the Financial Statements

For the year ended 31 March 2022


8

repayable either in new shares issued at the same price as the shares issued for the reverse takeover

transaction, or in cash, at the discretion of Excalibur.

As at 31 March 2022 the Company had $4,080 in cash and cash equivalents to settle trade payables of

$1,964 and accruals of $67,000. Of the $67,000, $45,000 relates to former director fees payable that have

been confirmed will not be called upon unless the Company has the means to pay the balance due.

Additionally, subsequent to year end, the Company drew down the remaining working capital loan

agreement and received $50,000 which will enable them to pay their remaining existing debts as at 31

March 2022.

Aside from the $20,730 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.

S Joyce has confirmed that he is willing and able to provide all reasonable financial support to the

Company to ensure that Ascension meets its obligations under the solvency test at section 4 of the

Companies Act 1993 for at least 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 working capital loan facility 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 that may cast significant doubt on

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


Ascension Capital Limited

Notes to the Financial Statements

For the year ended 31 March 2022


9

recognition (other than in a business combination) of assets and liabilities in a transaction that affects

neither the taxable profit nor the accounting profit.

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.

The Company does not currently produce revenue. The Board is actively investigating opportunities for a

business acquisition and expects the Company will generate taxable supplies in the future. The Company

is therefore registered for GST.

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.

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


Ascension Capital Limited

Notes to the Financial Statements

For the year ended 31 March 2022


10

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

Financial assets are subsequently 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.


Ascension Capital Limited

Notes to the Financial Statements

For the year ended 31 March 2022


11

3.8. Financial liabilities

Financial liabilities are classified as either financial liabilities at ‘fair value through profit or loss’ (‘FVTPL')

or ‘other financial liabilities'. The Company has no financial liabilities at FVTPL.

Other financial liabilities

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 following are the key judgements that the directors have made in the process of applying the

Company’s accounting policies:

• application of the Going Concern basis (refer Note 2.1)

• determining the appropriate GST registration for the Company (refer note 3.3)


Ascension Capital Limited

Notes to the Financial Statements

For the year ended 31 March 2022


12

5. Operating expenses


6. 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.

7. Income tax


Tax receivable



2022 2021

NZ$NZ$

Directors' fees(80,000)(70,000)

NZX fees(20,999)(23,454)

Legal fees(4,123)(13,025)

Fees paid to the auditor

For the current year audit(22,000)(19,224)

For the prior year audit(1,890)-

(23,890)(19,224)

2022 2021

NZ$NZ$

Loss from continuing operations(171,171)(150,531)

Income tax calculated at 28%(47,928)(42,149)

Non deductible expenses7431,820

Current tax losses not recognised47,18540,329

Income tax expense--

Comprising:

Current income tax expense--

Deferred tax--

--

2022 2021

NZ$NZ$

Balance at beginning of year70276

Current tax--

Tax paid-70

Tax refund received(70)(276)

-70


Ascension Capital Limited

Notes to the Financial Statements

For the year ended 31 March 2022


13

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


8. Earnings per share



On 5 November 2021 the Company undertook a one hundred to one share consolidation. The earnings

per share calculation for both the current and comparative periods, reflects the impact of this share

consolidation.

2022 2021

NZ$NZ$

Tax losses for which no deferred tax asset has been recognised622,650 449,733

Potential tax benefit @ 28%174,342 125,925

2022 2021

NZ$NZ$

Opening balance70-

Taxes paid/(refunds received)(70)70

-70

Imputation credits available for use in subsequent periods based on a tax

rate of 28% (2021: 28%)

2022 2021

NZ$NZ$

Basic & diluted earnings/(loss) per share (NZ$):

From continuing operations(0.00894)(0.00918)

Total basic & diluted earnings/(loss) per share(0.00894)(0.00918)

2022 2021

NZ$NZ$

Profit/(loss) from continuing operations (NZ$)(171,171)(150,531)

(171,171)(150,531)

19,148,82816,396,185

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 (post adjustment for 100 to 1 share

consolidation)


Ascension Capital Limited

Notes to the Financial Statements

For the year ended 31 March 2022


14

At 31 March 2022, there were no financial instruments that carried any shareholder dilution rights that

were considered to be dilutive (2021: nil). Accordingly, basic and diluted earnings/(loss) per share are

identical for the accounting periods being reported on.

9. Cash and cash equivalents


10. Other current assets


11. 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 1.6% per annum (2021: 0.80%).

12. Trade and other payables



2022 2021

NZ$NZ$

4,08049,085

4,08049,085

Cash at bank - on call

2022 2021

NZ$NZ$

4,1004,100

GST receivable

271742

4,3714,842

Prepayments

2022 2021

NZ$NZ$

Trade payables1,963 5,698

Accruals67,000 63,000

68,963 68,698


Ascension Capital Limited

Notes to the Financial Statements

For the year ended 31 March 2022


15

13. Share capital



On 5 November 2021 the Company undertook a one hundred to one share consolidation.

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. All ordinary shares have no par value.

14. 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:


15. Financial risk management

The Company is subject to a number of financial risks including market risk (including interest rate risk),

liquidity risk and credit risk.

15.1. 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.

No. of SharesNZ$

Ordinary shares at 1 April 20201,332,710,48415,926,000

Ordinary shares issued during the year582,177,621145,545

Ordinary shares as at 31 March 20211,914,888,10516,071,545

Ordinary Shares as at 1 April 20211,914,888,10516,071,545

100 to 1 share consolidation(1,895,739,277)-

Ordinary shares as at 31 March 202219,148,82816,071,545

2022 2021

NZ$NZ$

Financial assets at amortised cost

Cash and cash equivalents4,08049,085

Term deposit20,73020,569

Total financial assets

24,81069,654

Financial liabilities at amortised cost

Trade payables and other liabilities68,96368,698

Payables to directors

190,000110,000

Related party advances

405,431359,910

Total financial liabilities664,394538,608


Ascension Capital Limited

Notes to the Financial Statements

For the year ended 31 March 2022


16

15.2. Interest rate risk

Interest rate risk is a component of market risk. It 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.

15.3. 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.

15.4. 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 $635,213. Several creditors who are owed a

combined $640,431, shown as due in 6 to 12 months in the table below, 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.


15.5. 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 2022

Trade and other payables68,96368,96323,96345,000--

Payable to directors

190,000190,000-190,000--

Related party advances

405,431405,431-405,431--

664,394664,39423,963640,431--

As at 31 March 2021

Trade and other payables68,69868,69823,69845,000--

Payable to directors

110,000110,000-110,000--

Related party advances

359,910359,910-359,910--

538,608538,60823,698514,910--

Payable

2-5 years

Carrying

amount

Contractual

cash flows

Payable

0-6 months

Payable

6-12 months

Payable

1-2 years


Ascension Capital Limited

Notes to the Financial Statements

For the year ended 31 March 2022


17

16. Reconciliation of loss after taxation with cash flow from operating activities


17. Related parties

17.1. Related party advances



The $45,000 of Loan Advances were received in cash from Excalibur Capital Limited, while the interest

accrued of $521 is non cash.


Loan Facility Agreement

A series of transactions with HuaHan International Holdings (Hong Kong) Co. Limited (‘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.

2022 2021

NZ$NZ$

Net loss after taxation(171,171)(150,531)

Adjusted for:

Interest on term deposit(161)(331)

Interest on related party advances521-

Movements in working capital

(Increase) / decrease in trade and other receivables471(742)

(Increase) / decrease in taxation receivable70206

Increase / (decrease) in trade and other payables26529,259

Increase / (decrease) in payables to directors80,00010,000

Net cash outflows from operating activities(90,005)(112,139)

2022 2021

NZ$NZ$

Loan facility agreement

Balance at 1 April359,910359,910

Loan advances received20,000-

Loan repayments--

Balance at 31 March

379,910359,910

Working capital loan agreement

Balance at 1 April--

Loan advances received25,000-

Interest accrued at 5%521-

Loan repayments--

Balance at 31 March

25,521-

Total related party advances405,431359,910


Ascension Capital Limited

Notes to the Financial Statements

For the year ended 31 March 2022


18

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 2022 the total liability payable under this facility is $379,910 (31 March 2021: $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 transferred

from HuaHan.


Working Capital Loan Agreement

On 10 November 2021 the Company entered into a Working Capital Loan Facility Agreement with

Excalibur for a further funding line of $75,000. The funds advanced under this facility accrue interest at a

rate of 5% per annum. The loan becomes repayable when the Company completes a reverse takeover

transaction and is repayable either in new shares issued at the same price as the shares issued for the

reverse takeover transaction, or in cash, at the discretion of Excalibur. The loan is unsecured. On 10

November 2021 the Company received an initial loan advance of $25,000 from Excalibur under this loan

facility. The facility can be drawn down upon to meet the Company’s liabilities as they fall due.

17.2. Directors’ remuneration



17.3. Payable to directors



* The $45,000 payable to J van Wijk is included in accruals at both the 2022 and 2021 reporting dates as

J van Wilk had resigned as a director during the 2021 year.

The amounts payable to directors are payable on demand, however the directors have agreed to forego

payment of directors’ fees until such time as the Company has sufficient funds to make such payments.

No interest is accruing on the outstanding balances.

2022 2021

NZ$NZ$

K Jackson20,00020,000

J Cilliers20,00020,000

S Joyce20,00015,000

R Gower20,00015,000

Total remuneration of directors80,00070,000

2022 2021

NZ$NZ$

Current directors

K Jackson60,00040,000

J Cilliers60,00040,000

S Joyce35,00015,000

R Gower35,00015,000

190,000110,000

Former directors

J van Wijk - resigned 3 July 2020*45,00045,000

235,000155,000


Ascension Capital Limited

Notes to the Financial Statements

For the year ended 31 March 2022


19

17.4. Related party transactions

There are no related party transactions other than those discussed above in notes 17.1 to 17.3.

18. Contingent liabilities

There are no contingent liabilities at 31 March 2022 (2021: nil).

19. Commitments

There are no commitments at 31 March 2022 (2021: nil).

20. Events subsequent to reporting date

On 5 April 2022 the Company received a further $50,000 loan advance from Excalibur under the working

capital agreement described in note 17.1.

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 2022, 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 2022, 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

incurred a net loss of $171,171 for the year ended 31 March 2022 (year ended 31 March 2021:

net loss of $150,531) and generated negative cashflows of $90,005 (year ended 31 March

2021: $112,139 negative). Ascension’s current liabilities exceeded its current assets as at 31

March 2022 by $635,213 (2021: current liabilities exceeded current assets by $464,042). 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

Letter from the Chair, additional Shareholder Information, Board of Directors, and Corporate

Governance Statement.

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 for 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 Henry

McClintock.





BDO WELLINGTON AUDIT LIMITED

Wellington

New Zealand

23 May 2022


Ascension Capital Limited

Shareholder Information

For the year ended 31 March 2022


22

Stock exchange listing

The Company’s shares are quoted on the NZX Main Board. As at 13 April 2022, the total number of

ordinary shares on issue was 19,148,828.


Distribution of security holders

Details of the distribution of ordinary shares amongst shareholders as at 13 April 2022 are set out below.




20 largest shareholdings

The 20 largest shareholdings as at 13 April 2022 are provided in the table below.





Size of HoldingNumber%Number%

1-999530 68.21%69,553 0.36%

1,000-4,999105 13.52%226,246 1.18%

5,000-9,99936 4.63%228,587 1.19%

10,000-49,99968 8.75%1,266,621 6.62%

50,000-99,99912 1.54%794,034 4.15%

99,999 or more26 3.34%16,563,787 86.49%

777 100.00%19,148,828 100.00%

Number of Security HoldersNumber of Securities

NameNo. of shares% of shares

Forsyth Barr Custodians Limited 3,331,781 17.40%

Excalibur Capital Partners Limited2,336,412 12.20%

Trinity Portfolio Limited1,947,227 10.17%

Forsyth Barr Custodians Limited1,451,440 7.58%

Foster Capital NZ Limited890,000 4.65%

Ilakolako Investments Limited794,350 4.15%

Li Da Yang666,660 3.48%

Beconwood Superannuation Pty Limited600,000 3.13%

Chao Wang533,340 2.79%

Belinda Anne Edmond500,000 2.61%

Stuart Macintosh431,586 2.25%

Andrew Fiori-Dea372,802 1.95%

Graeme Keith Jackson & Patricia Frances Jackson & Phillip Mack Picot 359,407 1.88%

Hai Yan Xiang333,495 1.74%

Daniel John Reed310,625 1.62%

John Edward Connell250,000 1.31%

Anthony Theodore Bus220,991 1.15%

Takawa Trustees Limited200,262 1.05%

Jarden Securities Limited - NZCSD200,000 1.04%

FNZ Custodians Limited188,023 0.98%


Ascension Capital Limited

Shareholder Information

For the year ended 31 March 2022


23

Substantial security holders

As at 31 March 2022 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 names of the directors holding office during the year are:

K Jackson

J Cilliers

R Gower

S Joyce


Interests register

The following entries were made in the interest register during the year ended 31 March 2022:

• The directors provided the following disclosure of entities in which, due to the nature of their

relationship, may be related parties to Ascension.




No. of shares% of shares

Lindsey Investment Trust3,331,781 17.40%

Excalibur Capital Partners Limited2,336,412 12.20%

Trinity Portfolio Ltd / Joseph Van Wijk1,947,227 10.17%

Rochdale Investments Limited1,451,440 7.58%

DirectorEntityStatus

K JacksonCooks Global Foods LimitedDirector and shareholder

Cooks Investment Holdings LimitedDirector and shareholder

Dairy Farm Investments (Ruawhata) LimitedDirector and indirect shareholder

Halberg Endowment FundTrustee

Jackson & Associates LimitedDirector and shareholder

Nikau TrustTrustee

Weihai Station LimitedDirector

J CilliersAcanthus LimitedDirector

Callisto One LimitedDirector

Incrementum LimitedDirector and shareholder

Millennium Mineral Resources LimitedDirector

MMR New Zealand International 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 2022


24



• 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 $405,431.

• Excalibur Capital Partners Limited (a company controlled by S Joyce) is the holder of 2,336,412

shares in the Company.

• K Jackson holds an interest in 359,407 shares in the Company.


DirectorEntityStatus

R GowerApprentice Training TrustTrustee

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 JoyceAscension 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 2022


25

Directors’ relevant interest in equity securities

As at 31 March 2022 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.



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.


Donations

No donations were made by the Company during the year.


Auditor

BDO is the auditor for the Company. Audit fees due and payable to the auditor for the year ended

31 March 2022 were $23,890. 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 2022.


Name of DirectorIndependent directorNature of relevant interestNo. of shares held

K JacksonIndependentBeneficial owner359,407

J CilliersIndependent-

S JoyceIndirect ownership2,336,412

R GowerIndependent-

2022

NZ$

K Jackson20,000

J Cilliers20,000

S Joyce20,000

R Gower20,000

Total remuneration of directors80,000


Ascension Capital Limited

Board of Directors

26


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 Capital Partners

Limited, a company controlled by Sean, is a substantial product holder of the Company.


Ascension Capital Limited

Corporate Governance Statement


27

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

www.ascensioncapital.co.nz. The information contained in this section is current as at 31 March 2022 and

has been approved by the Board. The key documents within the code were last reviewed effective March

2022 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 on page 24.

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 Capital

Partners Limited, a company controlled by Sean, is a substantial product holder of the Company.


Ascension Capital Limited

Corporate Governance Statement


28

Board meetings

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.

The Company is currently non-trading. The key focus of the Board is to identify a suitable business

opportunity to invest in and/or acquire through a reverse takeover transaction. The Board meet once

during the year, with all Board members in attendance, to approve the annual report. As the Company is

non-trading, the Board has been able to conduct all other matters by way of Directors’ resolutions.

In the future, Board meetings will be held as required.

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.

Board diversity table as at 31 March

2022 2021

Male directors 4 4

Female directors - -

Gender diverse directors - -

Male officers - -

Female officers - -

Gender diverse officers - -


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 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 in Note 17 of the Financial Statements.


Ascension Capital Limited

Corporate Governance Statement


29

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,

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 7.2 (the external auditor should attend the issuer’s Annual Meeting to answer

questions from shareholders in relation to the audit) - the Board considered that it was not necessary

for BDO, the external auditor, to attend the 2021 Annual Meeting given the agenda and focus of the

meeting. The Board were able to provide all necessary information to shareholders. The external

auditor will be invited to attend future Annual Meetings as appropriate.

• 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 2021 Annual Meeting on 30 September

2021. The notice of the Annual Meeting was released on 9 September 2021, 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



30


Company Number:

1009777


Incorporated

21 January 2000


Directors

K Jackson

J Cilliers

R H Gower

S Joyce


Registered Office

c/- Duncan Cotterill Lawyers

Level 2, Tower Building

50 Customhouse Quay

Wellington 6143


Bankers

ANZ Bank Limited

23-29 Albert Street

Auckland 1010


Auditor

BDO Wellington Audit Limited

Level 1, Tower Building

50 Customhouse Quay

Wellington 6143


Share Registry

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Ph: +64 9 488 8777

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.

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    Results announcement Results for announcement to the market Name of issuer BRISCOE GROUP LIMITED Reporting Period Full Year (52 weeks) – 1 February 2021 to 30 January 2022 Previous Reporting Period Full Year (53 weeks) – 27 January 2020 to 31 January 2021 Currency…”

  • 2CC — 2 Cheap Cars Group Limited: Annual Report 2022
    2022-06-27

    NZAI 2627 ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2022 Explanation The financial summary section should be read in conjunction with the consolidated financial statements and the related notes contained within this report. This commentary may include information regarding plans…”

  • AFI — Australian Foundation Investment Company Limited: Preliminary Final Report
    2022-07-24

    Australian Foundation Investment Company Limited Page 2 of 7 Results for Announcement to the Market The reporting period is the year ended 30 June 2022 with the prior corresponding period being the year ended 30 June 2021. This report is based on financial statements that are…”