Half year results

1
Ascension Capital Limited

Ascension Capital Limited (NZX: ACE)

The Board of Ascension Capital Limited (NZX: ACE) has today announced the unaudited half-year
financial results of the business for the six months ended 30 September 2023.

Half year results announcement for the six months ended 30 September 2023

Results for announcement to the market
Name of issuer Ascension Capital Limited (NZX: ACE)
Reporting Period 6 months to 30 September 2023
Previous Reporting Period 6 months to 30 September 2022
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$- -%
Total Revenue $- -%
Net profit/(loss) from
continuing operations
$(86) 3.6%
Total net profit/(loss) $(86) 3.6%
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
As at 30 September 2023
$(0.0381)

As at 30 September 2022
$(0.0375)
A brief explanation of any of
the figures above necessary to
enable the figures to be
understood
Refer to the unaudited interim financial statements that accompany
this announcement.
Authority for this announcement
Name of person authorised to
make this announcement
Sean Joyce
Contact person for this
announcement
Sean Joyce,

2
Contact phone number +64 21 865 704
Contact email address sean@corporate-counsel.co.nz
Date of release through MAP 28 November 2023

Unaudited financial statements accompany this announcement.

---

Ascension Capital Limited


Condensed Interim Financial Statements


For the six months ended 30 September 2023

Ascension Capital Limited
Condensed Interim Financial Statements
For the six months ended 30 September 2023



1
Contents

Letter from the Chair 2
Statement of Profit or Loss and Other Comprehensive Income 4
Statement of Changes in Equity 5
Statement of Financial Position 6
Statement of Cash Flows 7
Condensed Notes to the Interim Financial Statements 8
Company Directory 14

Ascension Capital Limited
Letter from the Chair
For the six months ended 30 September 2023



2
28 November 2023


Dear Shareholders


The financial result of the Company for the six months ended 30 September 2023 is a loss after taxation of
NZ$86,370, largely made up of directors’ fees, NZX listing costs and legal and accounting costs. This is a
net increase in costs of $2,984 compared to the 1st half of the previous year.
The operating cashflow requirements of $61,595 for the half year period were financed through an issue of
2,350,000 new ordinary fully paid shares in April 2023 at an issue price of $0.029 per share, to a number of
wholesale investors.
The agreement with the directors to continue to forego the payment of directors’ fees until such time as the
Company has sufficient funds to make such payments, continues.
There were no changes in the board of directors during the period.
Sean Joyce, a director of the Company, through one of his investment vehicles, continues to provide
financial support to the Company to ensure that the Company is able to meet its cash flow requirements.
The Board is actively looking to identify a suitable business opportunity to invest in and/or acquire through a
reverse takeover transaction (RTO). Discussions have been had with several potential acquisition parties, but
none of those discussions have developed into a tangible transaction to date.

An RTO is a transaction structured such that the Company would acquire 100% of the business assets, or the
shares in the company that owns the business assets, in consideration for the payment of cash and/or the
issue of new shares in the Company, to the vendors, to fund the acquisition.

The new business acquired would then effectively become a subsidiary of the Company (the listed company),
trading on the NZX Main Board. The stakeholders in the business acquired, would ultimately become
shareholders in the Company as part of the RTO, and would have representation at the Board level as
appropriate.

In conjunction with the RTO process, the Company would seek to raise additional growth capital to assist in
funding the future growth of the business.

The Board is focusing on business opportunities that satisfy one or more of the following investment criteria:
• The business has excellent personnel and management.
• The business operates in an attractive and positive business sector.
• The business has a robust business model.
• The business has solid historical earnings, or alternatively has a sound business platform from which
to implement its business plan and generate strong earnings in the future.
• The business owns proprietary intellectual property.
• The business has potential to grow organically, via acquisition, or through the further investment in
capital plant.
• The business has the potential to scale internationally.
• The business would benefit from being able to raise additional capital on the market.
• Is likely to generate superior returns for the Company and its existing shareholders.

Ascension Capital Limited
Letter from the Chair
For the six months ended 30 September 2023



3
The Board continues to investigate all credible investment opportunities that may present themselves and are
hopeful of having a transaction underway during the course of the current financial year.

We thank you for your continued patience and support and we look forward to providing you with an RTO
transaction proposal to consider in the near future.

Yours sincerely



Keith Jackson
Chair

Ascension Capital Limited
Statement of Profit or Loss and Other Comprehensive Income
For the six months ended 30 September 2023


These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes
form part of these interim financial statements and should be read in conjunction with them.

4




6 mths ended
6 mths ended
30 Sep 2023
30 Sep 2022
Note
(unaudited)
(unaudited)
NZ$
NZ$
Interest income
411
137
Total operating income
411
137
Operating expenses
3
(84,406)
(81,627)
Finance costs
(2,375)
(1,896)
Operating loss before tax
(86,370)
(83,386)
Tax expense
-
-
Net loss for the period
(86,370)
(83,386)
Other comprehensive income
Other comprehensive income for the period, net of tax
-
-
Total comprehensive loss attributable to shareholders
(86,370)
(83,386)
Earnings/(loss) per share from continuing operations:
- basic and diluted loss per share (NZ$)
5
(0.00406)
(0.00435)

Ascension Capital Limited
Statement of Changes in Equity
For the six months ended 30 September 2023


These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes
form part of these interim financial statements and should be read in conjunction with them.

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Note
Share
Accumulated
Total
capital
losses
equity
NZ$
NZ$
NZ$
Balance at 1 April 2022 (audited)
16,071,545
(16,706,758)
(635,213)
Total comprehensive income
Net loss attributable to shareholders
-
(83,386)
(83,386)
Balance at 30 September 2022 (unaudited)
16,071,545
(16,790,144)
(718,599)
Balance at 1 April 2023 (audited)
16,071,545
(16,867,266)
(795,721)
Transactions with owners
Ordinary shares issued
8
68,150
-
68,150
Less costs of share issue
8
(4,578)
-
(4,578)
63,572
-
63,572
Total comprehensive income
Net loss attributable to shareholders
-
(86,370)
(86,370)
Balance at 30 September 2023 (unaudited)
16,135,117
(16,953,636)
(818,519)

Ascension Capital Limited
Statement of Financial Position
As at 30 September 2023


These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes
form part of these interim financial statements and should be read in conjunction with them.

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For and on behalf of the Board:




Director Director

Dated: 28 November 2023

30 Sep 2023
31 Mar 2023
Note
(unaudited)
(audited)
NZ$
NZ$
ASSETS
Current assets
Cash and cash equivalents
2,530


550
Other current assets
13,757


4,726
Taxation receivable
82


81
Term deposit - NZX bond
21,519


21,111
Total current assets
37,888


26,468


LIABILITIES
Current liabilities
Trade and other payables
64,392


72,548
Payables to directors
309,999


270,000
Related party advances (unsecured)
6
482,016


479,641
Total current liabilities
856,407


822,189


Net assets (liabilities)
(818,519)
(795,721)
EQUITY
Share capital
8
16,135,117


16,071,545
Accumulated losses
(16,953,636)
(16,867,266)
Total equity
(818,519)
(795,721)

Ascension Capital Limited
Statement of Cash Flows
For the six months ended 30 September 2023


These interim financial statements have not been audited, nor reviewed by the auditor. The accompanying notes
form part of these interim financial statements and should be read in conjunction with them.

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6 mths ended6 mths ended
30 Sep 202330 Sep 2022
(unaudited)(unaudited)
Note
NZ$NZ$
Cash flows from operating activities
Payments to suppliers(61,386)(59,050)
Income tax refunded (paid)(209)-
Net cash used in operating activities
7
(61,595)(59,050)
Cash flows from investing activities
Interest received
3-
Net cash flows from investing activities3-
Cash flows from financing activities
Borrowings from related party-60,000
Cash proceeds from issue of shares863,572-
Net cash flows from financing activities63,57260,000
Net increase in cash and cash equivalents1,980950
Cash and cash equivalents at the beginning of the period5504,080
Cash and cash equivalents at the end of the period
2,5305,030

Ascension Capital Limited
Condensed Notes to the Interim Financial Statements
For the six months ended 30 September 2023

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1. General information
These unaudited condensed interim financial statements are for Ascension Capital Limited (“Ascension” or
“the Company”).
Ascension is a limited liability company incorporated and domiciled in New Zealand. Its registered office is
at c/- Duncan Cotterill Lawyers, Level 5, Tower Building, 50 Customhouse Quay, Wellington.
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. There are no seasonal or cyclical
influences on these interim results.

2. Summary of Significant Accounting Policies
2.1. Basis of preparation
These unaudited condensed interim financial statements have been prepared in accordance New Zealand
Generally Accepted Accounting Practice (“NZ GAAP”), with New Zealand Equivalent to International
Accounting Standard 34: Interim Financial Reporting (“NZ IAS 34”) and with International Accounting
Standard 34: Interim Financial Reporting (“IAS 34”).
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 interim
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 condensed interim financial statements do not include all of the notes of the type normally included in
an annual financial report. Accordingly, this report should be read in conjunction with the financial
statements included in the annual report for the year ended 31 March 2023 which have been prepared in
accordance with New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”) and
International Financial Reporting Standards (“IFRS”).
The condensed interim financial statements are presented in New Zealand dollars which is the Company’s
functional and presentation currency, rounded to the nearest dollar.
The condensed interim financial statements are unaudited. The comparative information as at 31 March
2023 is audited.
2.2. Going concern
The Company incurred a net loss of $86,370 for the six months ended 30 September 2023 (six months
ended 30 September 2022: net loss $83,386) and generated negative operating cash flows of $61,595
(six months ended 30 September 2022: $59,050 negative). As at 30 September 2023 the Company has
reported net liabilities of $818,519 (31 March 2023: $795,721 net liabilities).
The considered view of the Board of Directors 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 interim financial
statements for the 6 months ended 30 September 2023.
The Company has a Loan Facility Agreement and Working Capital Loan Agreement with Excalibur Capital
Partners Limited (“Excalibur”) (refer note 6.1). Excalibur is a substantial shareholder in Ascension and is
controlled by S Joyce (a non-executive director of Ascension). As at 30 September 2023 the total liability
payable to Excalibur is $482,016 (31 March 2023: $479,641) 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

Ascension Capital Limited
Condensed Notes to the Interim Financial Statements
For the six months ended 30 September 2023

9
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 Working Capital Loan Agreement with Excalibur provides a funding line of $95,000. At 30 September
2023 the Company had fully utilised 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 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 30 September 2023 the Company had $2,530 in cash and cash equivalents to settle trade payables
of $5,924 and accruals of $58,468. Of the $58,468, $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.
Aside from the $21,519 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 interim financial statements are approved.
On 20 October 2023 the Company received a further advance of $4,000 on the working capital loan from
Excalibur. This loan is under the same interest terms as previous working capital loan advances, with an
interest rate of 5% per annum (refer note 6.1). The advance will be utilised to fund the ongoing working
capital requirements of the Company while it continues to undertake investigations to find a suitable
business initiative to acquire via a reverse takeover transaction.
The Board of Directors acknowledge that there are material uncertainties with respect to the going
concern assumption. 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. In the event that the cash received from
the loan advance noted above, is 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 interim financial statements do not include any adjustments that may need
to be made should the Company no longer continue to be a going concern.
2.3. Accounting policies
The condensed interim financial statements have been prepared using the same accounting policies and
methods of computation detailed in the audited financial statements for the year ended 31 March 2023.
For details of the accounting policies please refer to the 2023 Annual Report.

Ascension Capital Limited
Condensed Notes to the Interim Financial Statements
For the six months ended 30 September 2023

10
3. Operating expenses


4. 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.

5. Earnings per share




6 mths ended
6 mths ended
30 Sep 2023
30 Sep 2022
(unaudited)
(unaudited)
NZ$
NZ$
Directors' fees
(40,000)
(40,000)
NZX fees
(8,489)
(8,261)
Legal fees
(2,817)
(1,015)
Audit fees
(14,138)
(11,750)
Other expenses
(18,962)
(20,601)
(84,406)
(81,627)
6 mths ended
6 mths ended
30 Sep 2023
30 Sep 2022
(unaudited)
(unaudited)
Basic & diluted earnings/(loss) per share (NZ$):
From continuing operations
(0.00406)
(0.00435)
Total basic & diluted earnings/(loss) per share
(0.00406)
(0.00435)
6 mths ended
6 mths ended
30 Sep 2023
30 Sep 2022
NZ$
NZ$
Loss from continuing operations
(86,370)
(83,386)
(86,370)
(83,386)
21,279,323
19,148,881
Weighted average number of ordinary shares used in the calculation of
basic and diluted earnings per share
The profit/(loss) and weighted average number of ordinary shares used in the calculation of earrings/(loss)
per share are as follows:

Ascension Capital Limited
Condensed Notes to the Interim Financial Statements
For the six months ended 30 September 2023

11
6. Related parties
6.1. Related party advances


The related party advances are repayable 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).

Loan Facility Agreement
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.

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


NZ$
Loan facility agreement:
Balance at 1 April 2022379,910
Loan advances received-
Balance at 31 March 2023 (audited)379,910
Loan advances received-
Balance at 30 September 2023 (unaudited)379,910
Working capital loan agreement:
Balance at 1 April 202225,521
Loan advances received70,000
Interest accrued at 5%4,210
Balance at 31 March 2023 (audited)99,731
Loan advances received-
Interest accrued at 5%2,375
Balance at 30 September 2023 (unaudited)102,106
Total related party advances:
At 31 March 2023479,641
At 30 September 2023
482,016

Ascension Capital Limited
Condensed Notes to the Interim Financial Statements
For the six months ended 30 September 2023

12
6.2. Directors’ remuneration


6.3. Payable to directors



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.

7. Reconciliation of loss after taxation with cash used in operating activities


6 mths ended
6 mths ended
30 Sep 2023
30 Sep 2022
(unaudited)
(unaudited)
NZ$
NZ$
K Jackson
10,000
10,000
J Cilliers
10,000
10,000
R Gower
10,000
10,000
S Joyce
10,000
10,000
40,000
40,000
30 Sep 2023
31 Mar 2023
(unaudited)
(audited)
NZ$
NZ$
Current directors
K Jackson
90,000
80,000
J Cilliers
90,000
80,000
R Gower
65,000
55,000
S Joyce
65,000
55,000
310,000
270,000
6 mths ended
6 mths ended
30 Sep 2023
30 Sep 2022
(unaudited)
(unaudited)
NZ$
NZ$
Net loss after taxation
(86,370)
(83,386)
Adjusted for:
Interest income
(411)
(136)
Interest on related party advances
2,375
1,896
Movements in working capital
(Increase) / decrease in other current assets
(9,031)
(9,050)
(Decrease) / increase in trade payables and other liabilities
31,843
31,626
Decrease / (increase) in taxation receivable
(1)
-
Net cash used in operating activities
(61,595)
(59,050)

Ascension Capital Limited
Condensed Notes to the Interim Financial Statements
For the six months ended 30 September 2023

13
8. Share capital
On 17 April 2023 the Company issued 2,350,000 new fully paid ordinary shares at an issue price of
$0.029 per share, to a number of wholesale investors. The placement raised $68,150 less share issue
costs of $4,578. The placement increased the total number of ordinary shares on issue to 21,498,828. 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.

9. Contingent liabilities
There are no contingent liabilities as at 30 September 2023 (31 March 2023: nil).

10. Commitments
There are no commitments as at 30 September 2023 (31 March 2023: nil)

11. Events subsequent to interim reporting date
On 20 October 2023 the Company received a further advance of $4,000 on the working capital loan from
Excalibur. This loan is under the same interest terms as previous working capital loan advances, with an
interest rate of 5% per annum (refer note 6.1).

Ascension Capital Limited
Company Directory


14

Company Number:
1009777

Incorporated
21 January 2000

Directors
K Jackson (Chair)
J Cilliers
R Gower
S Joyce

Registered Office
c/- Duncan Cotterill Lawyers
Level 5, 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