Interim / Quarterly Report • Oct 2, 2023
Interim / Quarterly Report
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MANAGEMENT ACCOUNTS Period from 1 January 2023 to 30 June 2023
| Board of Directors: | Dionisia Menicou Appointed on 1 September 2023 Maria Polyviou Appointed on 1 September 2023 Rana Kashif Shahzad - Appointed on 10 July 2019 and resigned on 20 January 2022 Rosarina Maria Rina - Appointed on 11 March 2021 and reisgned on 20 January 2022 Irfan Siddiqui Appointed on 18 January 2022 and resigned on 1 September 2023 Chan Zaib - Appointed on 18 January 2022 and resigned on 1 September 2023 |
|---|---|
| Company Secretary: | A.I.L Nominee Services Ltd - Appointed on 27 April 2021 |
| Independent Auditors: | Ekkeshis Ierodiakonou Ltd Certified Public Accountants and Registered Auditors 39 Themistocles Dervis Str. Off. 102 1066, Nicosia |
| Registered office: | 15 Agion Omologiton Str. 1080, Nicosia Cyprus |
Registration number:
HE358762
The Board of Directors presents its report and audited management accounts of the Company for the period from 1 January 2023 to 30 June 2023.
The principal activities of the Company, which are unchanged from last year, are the investments in real estate.
On 07 of October 2022, the Company changed its name from Planetclean Recycling Industries Plc to A.J. Green Shell Plc.
The Company's development to date, financial results and position as presented in the financial statements are not considered satisfactory. The Company remained dormant from incorporation day until today. No income incurred to cover the expenses of the year. The Board of Directors is making an effort to reduce the Company's losses.
A confirmation letter was obtained from the shareholders of the Company for providing their financial support to cover the expenses of the Company as they fall due.
The Company is exposed to liquidity risk from the financial instruments it holds.
Liquidity risk is the risk that arises when the maturity of assess and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Company has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities.
Increase of issued share capital from €26,005 to €26,145.
On 16 of January 2023 the Company has increased its issued share capital from €26,005 divided into 3,715 ordinary shares of nominal value of €7.00 each to €26,145 divided into 3,735 ordinary shares of nominal value of €7.00 by creating 20 additional ordinary shares of nominal value of €7,00 each to the excisting shareholders of the company.
The authorised share capital of the Company which is €105,026,005 divided into 15,003,715 ordinary shares of nominal value of €7.00 each and the issued share capital of €26,145 divided into 3,735 ordinary shares with nominal value €7.00 each, is consolidated and divided into 3,00,743 ordinary shares with nominal value €35.00 each and the issued share capital €26,145 to be divided into 747 ordinary shares with nominal value of €35.00 each.
The Company recognises the implementing sound corporate governance policies, practices and procedures. As a company listed on the Cyprus Stock Exchange (CSE), A.J. GREEN SHELL PLC (ex Planetclean Recycling Industries Plc) has adopted CSE's Corporate Governance Code and applies its principles.
In March 2006 the CSE issued a revised Code of Corporate Governance. The Company complies with all the provisions of the revised Code
The members of the Company's Board of Directors as at 30 June 2023 and at the date of this report are presented on page 1. Mr Irfan Siddiqui and Chan Zaib who were appointed directors on 18 January 2022 resigned on 1 September 2023 and on the same date Mrs Maria Polyviou and Mrs Dionisia Menicou were appointed in their place
In accordance with the Company's Articles of Association all Directors presently members of the Board continue in office.
There were no significant changes in the assignment of responsibilities and remuneration of the Board of Directors.
The Independent Auditors, Ekkeshis Ierodiakonou Ltd, have expressed their willingness to continue in office and a resolution giving authority to the Board of Directors to fix their remuneration will be proposed at the Annual General Meeting.
By order of the Board of Directors,
ES 15 Nominee Services Ltd Secretary Nicosia, 28 September 2023
In accordance with Article 9 sections (3c) and (7) of the Transparency Requirements (Traded Securities in Regulated Markets) Law 2007 (N 190 (I)/2007) ("the Law") we, the members of the Board of Directors and the Company official responsible for the management accounts of A.J. GREEN SHELL PLC (ex Planetclean Recycling Industries Plc) (the "Company") for the period from 1. January 2023 to 30 June 2023, on the basis of our knowledge, declare that:
(a) The annual management accounts of the Company which are presented on pages 5 to 8:
(i) have been prepared in accordance with the applicable International Financial Reporting Standards as adopted by the European Union and the provisions of Article 9, section (4) of the law, and
(ii) provide a true and fair view of the particulars of assets and liabilities, the financial position and profit or loss of the Company and the entities included in the management accounts as a whole and
b) The management report provides a fair view of the developments and the performance as well as the financial position of the Company as a whole, together with a description of the main risks and uncertainties which they face.
Members of the Board of Directors:
Dionisia Menicou Maria Polyviou
(Financial Manager)
Nicosia, 28 September 2023
| Note | 2073 (F |
2022 € |
|
|---|---|---|---|
| Administration expenses | (15,460) | (8.370) | |
| Net loss for the period | (15,460) | (8,370) | |
| Other comprehensive income | |||
| Total comprehensive income for the period | (15,460) | (8.370) |
Companies, which do not distribute 70% of their profits after tax, as defined by the Special Contribution for the Defence of the Republic Law, within two years after the end of the relevant tax year, will be deemed to have distributed this amount as dividend on the 31 of December of the second year. The amount of the deemed dividend distribution is reduced by any actual dividend already distributed by 31 December of the second year the profits relate. The Company pays special defence contribution on behalf of the shareholders over the amount of the deemed dividend distribution at a rate of 17% (applicable since 2014) when the entitled shareholders are natural persons tax residents of Cyprus and have their domicile in Cyprus. In addition, the Company pays on behalf of the shareholders General Healthcare System (GHS) contribution at a rate of 2,65%, when the entitled shareholders are natural persons tax residents of Cyprus, regardless of their domicile.
The notes on pages 7 to 8 form an integral part of these management accounts.
| 2023 | 2022 | ||
|---|---|---|---|
| ASSETS | Note | e | ਵ |
| Current assets | |||
| Receivables | 2 | 145 | 4,780 |
| 145 | 4,780 | ||
| Total assets | 145 | 4,780 | |
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | 3 | 26,145 | 26,005 |
| Accumulated losses | (71,149) | (55,689) | |
| Total equity | (45,004) | (29,684) | |
| Current liabilities | |||
| Trade and other payables | 4 | 44,758 | 34,073 |
| Current tax liabilities | 5 | 39FL | 391 |
| 45,149 | 34,464 | ||
| Total equity and liabilities | 145 | 4,780 |
The notes on pages 7 to 8 form an integral part of these management accounts.
| (3 750 14,710 |
ਵ 1,200 |
|---|---|
| 7,170 | |
| 15,460 | 8,370 |
| 2023 | 2022 |
| (5 | ਵ |
| 145 | 5 |
| 4,775 | |
| 145 | 4.780 |
| 2098 Number of shares |
2073 (S |
2022 Number of shares |
2022 ਵ |
|
|---|---|---|---|---|
| Authorised Ordinary shares of €35 each Ordinary shares of €7 each |
3,000,743 | 105,026,005 | 15,003,715 105,026,005 | |
| 3,000,743 105,026,005 | 15,003,715 | 105,026,005 | ||
| Issued and fully paid Balance at 1 January Issue of 20 shares at €7 each |
3,715 20) |
26,005 140 |
3.715 | 26,005 |
| Balance at 30 June | 37/35 | 26,145 | 3,715 | 26,005 |
On 16th of January 2023 the issued share capital of the Company was increased from €26,005 divided into 3,715 ordinary shares of nominal value of €7 each to €26,145 divided into 3,735 ordinary shares of nominal value of €7 by the creation of 20 ordinary shares of nominal value of €7 each.
On the same date 16th January 2023 the authorised share capital of the Company which was €105,026,005 divided into 15,003,715 ordinary shares of nominal value of €7 each was consolidated and divided into authorised share capital of 3,000,743 ordinary shares with nominal value €35 each and the issued share capital of €26,145 divided into 3,735 ordinary shares of nominal value €7 each to be divided into 747 ordinary shares with nominal value €35 each. -
| 20223 | 2022 | |
|---|---|---|
| (= | ||
| Trade payables | 700 | 9,814 |
| Shareholders' current accounts - credit balances | 42.758 | 22,559 |
| Accruals | 1,100 | 1.500 |
| Defence tax on deemed distribution | 200 | 200 |
| 44,758 | 34.073 |
| 2023 (5 |
2022 ਵ |
|
|---|---|---|
| Corporation tax | 391 | 391 |
| 391 | 391 |
The percentage of share capital of the Company held directly by each member of the Board of Directors (in accordance with Article (4) (b) of the Directive DI 190-2007-04), as at 30 June 2023 and 1 September 2023 (5 days before the date of approval of the financial statements by the Board of Directors) were as follows:
| 1 September | ||
|---|---|---|
| 30 June 2023 | 2023 | |
| 9/0 | 9/0 | |
| Andreas Karamanos | 51 | 51 |
| Andreas Matsas | 30 | 30 |
| Katerina Menelaou | ਹੈ | ਰੇ |
The shareholding interest of Mr. Andreas Karamanos includes his direct participation with a percentage of €13,265 51%.
The persons holding more than 5% of the share capital as at 30 June 2023 and 1 September 2023 (5 days before the date of approval of the financial statements by the Board of Directors) were as follows:
| 1 September | ||
|---|---|---|
| 30 June 2023 | 20223 | |
| 9/0 | 9/0 | |
| Andreas Karamanos | 51 | 51 |
| Katerina Menelaou | 9 | g |
| Andreas Matsas | 30 | 30 |
At the end of the year, no significant agreements existed between the Company and its Management.
| CONTENTS | PACE |
|---|---|
| Detailed income statement | |
| Administration expenses | |
| Calculation of tay Inceac for the five-vear namod |
| 2023 (3 |
2022 는 |
||
|---|---|---|---|
| Page | |||
| Operating expenses | |||
| Administration expenses | 2 | (15,460) | (8370) |
| Net loss for the period before tax | (15,460) | (8.370) |
| 2023 (3 |
2022 은 |
|
|---|---|---|
| Administration expenses | ||
| Annual levy | 350 | 350 |
| Auditors' remuneration | 750 | 1,200 |
| Other professional fees | 14,360 | 6,820 |
| 15,460 | 8,370 |
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