Final Results

Strategic Report

The Directors present the Strategic Report of the Company for the year ended 31 December 2023.

Review of the business

The Company is domiciled in the United Kingdom and incorporated and registered in England and Wales as a public limited company. The Company's registered office is 9^th Floor, 107 Cheapside, London EC2V 6DN. The Company's registered number is 13672588.

The Company was formed to undertake an acquisition in the renewable energy sector, looking for potential companies and business assets that will increase shareholder value. As part of its acquisition strategy the Company announced in December 2023, that it entered into HOTs to acquire the entire issued share capital of TNE.

Section 172(1) Statement - Promotion of the Company for the benefit of the members as a whole

The Directors believe they have acted in the way most likely to promote the success of the Company for the benefit of its members as a whole, as required by s172 of the Companies Act 2006 ("s172'").

The requirements of s172 are for the Directors to:

·    consider the likely consequences of any decision in the long term;

·    act fairly between the members of the Company;

·    maintain a reputation for high standards of business conduct;

·    consider the interests of the Company's employees;

·    foster the Company's relationships with suppliers, customers and others; and

·    consider the impact of the Company's operations on the community and the environment.

The Company operates as a cash shell with its Ordinary Shares admitted to listing on the standard segment of the Official List of the Financial Conduct Authority ("FCA") ("Standard Listing") and to trading on the main market for listed securities ("Main Market") of London Stock Exchange plc ("LSE"). The pre-revenue nature of the business as a cash shell, prior to the completion of its acquisition strategy, is important to the understanding of the Company by its members and suppliers, and the Directors were as transparent about the cash position and funding requirements as is allowed under applicable FCA and LSE regulations.

The Directors believe they have met the requirements of s172 by implementing the following measures:

Consideration of Long-Term Consequences

The Directors have consistently taken into account the likely consequences of any decision in the long term. They have conducted comprehensive risk assessments and scenario analyses to evaluate the potential impacts on the company's financial performance, market position, and sustainability. By considering the long-term consequences, the Directors have made strategic decisions that prioritise the company's growth, profitability, and value creation for its members.

Fair Treatment of Members

The Directors have acted fairly between the members of the company. They have ensured that all shareholders are treated equitably and have made efforts to protect the rights and interests of minority shareholders. The Directors have facilitated transparent and inclusive decision-making processes, providing opportunities for shareholders to express their views and concerns.

Maintenance of High Standards of Business Conduct

The Directors have maintained a reputation for high standards of business conduct. The Directors have actively promoted a culture of integrity, transparency, and accountability, leading by example in their own behavior. They have also established internal controls and monitoring mechanisms to ensure adherence to legal and regulatory requirements, preventing unethical practices and maintaining the company's reputation.

Fostering Relationships with Stakeholders

The Directors have actively fostered the company's relationships with suppliers and other stakeholders. They have engaged in regular communication with key stakeholders, seeking their feedback and understanding their needs and expectations. By maintaining strong stakeholder relationships, the Directors have ensured the company's continued success and long-term value creation.

Consideration of Impact on the Community and Environment

The Directors have taken into consideration the impact of the company's operations on the community and the environment. They have implemented sustainable practices, such as reducing waste, minimizing emissions, and promoting energy efficiency.

The application of the s172 requirements can be demonstrated in relation to some of the key decisions made during the year ended 31 December 2023:

·    any contracts for services provided have been undertaken with a clear cap on financial exposure.

Key performance indicators

Given the focus of the Company on growth through completion of acquisitions the only key performance indicators adopted by the Company's board of Directors (the "Board") to date is the number of acquisitions made. The Company has made no Acquisitions since the year ended 31 December 2023.

As at the year-ended 31 December 2023

At the year-end the Company's Statement of Financial Position shows net assets totaling £531,840 (31 December 2022 - £582,562). The Company has few liabilities and is considered to have a sufficiently strong cash position at the reporting date.

Environmental matters

The Board contains personnel with a good history of running businesses that have been compliant with all relevant laws and regulations and there have been no instances of non-compliance in respect of environmental matters.

Employee information

The Company has a Chairman, who is also a Non-Executive Director and two Independent Non-Executive Directors. At present, there is one female Independent Non-Executive Director in the Company. The Company is committed to gender equality and, if future roles are identified, a wide-ranging search would be completed with the most appropriate individual being appointed irrespective of gender.

Social/community/human rights matters

The Company ensures that employment practices take into account the necessary diversity requirements and compliance with all employment laws. The Board has experience in dealing with such issues and sufficient training and qualifications to ensure they meet all requirements.

Anti-corruption and anti-bribery policy

The government of the United Kingdom has issued guidelines setting out appropriate procedures for companies to follow to ensure that they are compliant with the UK Bribery Act 2010 (as amended) (the "Bribery Act 2010"). The Company has conducted a review into its operational procedures to consider the impact of the Bribery Act 2010 and the Board has adopted an anti-corruption and anti-bribery policy.

Principal risks and uncertainties

The principal risks and the steps taken by the Company to mitigate these risks are as follows:

The Company is a newly established company with limited operating history in its own right

The Company was incorporated in October 2021 and has yet to complete an acquisition as at the year- ended 31 December 2023. Accordingly, the Company has no operating history to date and has yet to demonstrate its ability to integrate acquisitions.

Failure to complete a targeted acquisition

There is no certainty that the targeted acquisition of TNE will proceed or that it or any other potential acquisition will be successful. The acquisition of TNE is subject to contract and due diligence.

Difficulties in acquiring suitable targets

There is no certainty that the targeted acquisition of TNE will proceed or that it or any other potential acquisition will be successful. The acquisition of TNE is subject to contract, due diligence and the enlarged group's ability to raise funds.

The Company's strategy relies on being able to identify suitable opportunities and to execute these transactions in line with the Company's strategy. If the Company cannot do so, this will have an adverse effect on the Company's financial and operational performance.

Technology risk

The companies and businesses that the Company is seeking to acquire are characterised by technological change with many competitors seeking to further develop their technologies. This risk is mitigated by the quality and experience of the Non-Executive Directors as well as those advising them.

Due diligence risk

The Company should carry out a full due diligence exercise in relation to potential acquisitions. In doing so, the Company will be required to rely on resources available to it, including public information and information provided by the vendors. Such investigations may fail to reveal or highlight all relevant facts that may be necessary and, if that is the case, issues may arise following completion which could, if they are sufficiently material, result in a material adverse effect on the Company's operations. The Company has to date used well respected professional advisers to perform due diligence.

The Company will aim to use Ordinary Shares as consideration for completing an acquisition

The Company intends to use its Ordinary Shares as whole or part consideration for assets. There is no guarantee that as such this will be an attractive offer for the owners of any proposed targets. If the Company needs to use cash financing or debt financing rather than Ordinary Shares, there is no guarantee it will be able to do so on terms acceptable to it. In such a circumstance the Company could be left with substantial unrecovered transaction costs, potentially including fees, legal costs, accounting costs, due diligence or other expenses. The Company has sufficient working capital to meet the expected transaction costs for a potential acquisition.

Inability to fund operations post-acquisition

The Company may be unable to fund the operations post-acquisition of future target businesses, if it cannot obtain additional funding. The Company has sufficient working capital to meet its current funding requirements and intends to raise additional funds in conjunction with the completion of any acquisition to provide further operational working capital if needed for future acquisitions.

Key personnel

The Company has no employees currently. It has three Non-Executive Directors contracted under letters of appointment.

Gender analysis

A split of the Directors by gender during the period is shown below; the Company has no employees:

Male                             Female

Directors                                                                                                                                             2                                           1

Sustainability

We aim to conduct our business with honesty, integrity and openness, respecting human rights and the interests of our shareholders and employees. We aim to provide timely, regular and reliable information on the business to all our shareholders and conduct our operations to the highest standards.

We strive to create a safe and healthy working environment for the wellbeing of our staff and create a trusting and respectful environment, where all members of staff are encouraged to feel responsible for the reputation and performance of the Company.

We aim to establish a diverse and dynamic workforce with team players who have the experience and knowledge of the business operations and markets in which we operate. Through maintaining good communications, members of staff are encouraged to realise the objectives of the Company and their own potential.

The Board would like to take this opportunity to thank our shareholders and advisors for their support during the year.

Julio Perez

Independent Non-Executive Director

28 June 2024