ANNUAL REPORT AND ACCOUNTS

for the year ended 31 December 2023

Incorporated and registered in Jersey under the Companies (Jersey) Law 1991

with registered number 134586

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ACCELER8 VENTURES PLC 1

Contents of the Financial Statements

Company Information 2

Chairman’s Statement 3

Report of the Directors 4

Statement of Directors’ Responsibilities 11

Report of the Independent Auditor 12

Consolidated Statement of Comprehensive Income 20

Consolidated Statement of Financial Position 21

Consolidated Statement of Changes in Equity 22

Consolidated Statement of Cash Flows 23

Notes forming part of the Consolidated Financial Statements 24

Acceler8 Ventures Plc – Company Profit and Loss 34

Acceler8 Ventures Plc – Company Balance Sheet 35

Acceler8 Ventures Plc – Company Statement of Changes in Equity 36

Notes forming part of the Company Financial Statements 37

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2 ACCELER8 VENTURES PLC

Company Information

DIRECTORS, SECRETARY AND ADVISERS

Directors David Williams, Chairman

Giles Willits, Non-Executive Director

Company Secretary JTC (Jersey) PLC

28 Esplanade, St Helier

Jersey JE2 3QA

Registered Office 28 Esplanade, St Helier

Jersey JE2 3QA

Registered Number 134586

Independent Auditor MHA

Building 4, Foundation Park

Roxborough Way, Maidenhead, SL6 3UD

Solicitors to the Company (UK) Mayer Brown International LLP

201 Bishopsgate

London EC2M 3AF

Solicitors to the Company (Jersey) Ogier (Jersey) LLP

44 Esplanade, St Helier

Jersey JE4 9WG

Principal Banker Butterfield Bank (Jersey) Limited

St Paul’s Gate, New St, St Helier

Jersey JE4 5PU

Registrar Link Market Services (Jersey) Limited

12 Castle Street, St Helier

Jersey JE2 3RT

Strategic Adviser Tessera Investment Management Limited

12 Hay Hill

London W1J 8NT

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ACCELER8 VENTURES PLC 3

Chairman’s Statement

I am pleased to present the financial results for Acceler8 Ventures Plc (“AC8”, the “Company”) and its subsidiary

(together the “Group”) for the year ended 31 December 2023.

Since establishing the Company we have reviewed a number of opportunities. We like to spend time getting to

know the key people within our target companies as well as spending time understanding the business in order

that we can make a proper contribution to its development going forward. We prefer to take our time to be

thorough rather than rush into a deal for the sake of getting one done and this might be frustrating for investors

expecting action.

Markets in the last few years have been shocking for smaller companies but there are signs that things are stirring,

and we have definitely seen an uptick in opportunities to consider these past few months.

I thank our shareholders for their support and patience and very much hope that during the course of this year

that we will be in a position to present a good opportunity for investors to consider.

David Williams

Chairman

23 April 2024

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4 ACCELER8 VENTURES PLC

Report of the Directors

The Directors of the Company present their report for the year ended 31 December 2023.

PRINCIPAL ACTIVITY AND BUSINESS REVIEW

For the financial year ended 31 December 2023, the Group and Company’s principal activities were that of a

holding group and company, respectively. The Group and Company have actively pursued their strategy through

the sourcing and assessment of acquisition and investment opportunities across gaming, media and

entertainment, software and technology, industrials and business services sectors.

RESULTS

During the year, AC8 recorded a loss of £55,236 (2022: loss of £185,117) and the loss per share was £0.07 (2022:

loss per share of £0.25), reflecting moderate monthly operating expenses of the Group. The Group and Company

had cash reserves at the end of the year of £160,441 (2022: £244,948), and net assets of £113,802 (2022:

£168,725) and £113,735 (2022: £168,658) respectively.

DIVIDENDS

At this point in the Company’s development, it does not anticipate declaring any dividends in the foreseeable

future. As such, the Directors do not recommend the payment of a dividend for the year.

FUTURE DEVELOPMENTS

The Directors expect to continue to execute the Group’s strategy in sourcing and assessing acquisition and

investment opportunities across its stated sectors of focus.

KEY PERFORMANCE INDICATORS

The Board continues to focus on maximising shareholder value through pursuing its acquisition strategy.

As such, the Board will identify and develop appropriate key performance indicators after an acquisition has been

completed.

GOING CONCERN

The Directors, having made due and careful enquiry, are of the opinion that the Group and Company have adequate

working capital to execute their operations over the next 12 months (the “going concern period”). The Group and

Company’s unaudited cash balance as at 12 April 2024 was £112,117. Excluding the consummation of any

investment or acquisition which will likely require specific funding, the Group and Company have adequate

resources available to fund the on-going forecast operating expenses during the going concern period as a result

of the Group and the Company’s current unaudited cash balance, as well as the provision of a letter of financial

support provided by the Directors to the Group. Having also performed additional stress testing on the forecasts,

the Directors are comfortable there are also sufficient mitigating actions on the incurring of expenditure within

the business that could be taken, to ensure the business can meet its ongoing liabilities as they fall due. The

Directors, therefore, have made an informed judgement at the time of approving the financial statements, that

there is a reasonable expectation that the Group and Company have adequate resources to continue in operational

existence for the foreseeable future. As a result, the Directors have adopted the going concern basis of accounting

in preparing the annual financial statements (see Note 2).

RISK MANAGEMENT

In order to execute the Group’s strategy, the Company and its subsidiaries will be exposed to both financial and

non-financial risks. The Board has overall responsibility for the Group’s risk management and it is the Board’s

role to consider whether those risks identified by management are acceptable within the Group’s strategy and

risk appetite. The Board therefore periodically reviews the principal risks and considers how effective and

appropriate the controls that management has in place to mitigate the risk exposure are and will make

recommendations to management accordingly.

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ACCELER8 VENTURES PLC 5

Report of the Directors

continued

As the Company had not completed an investment or acquisition in the year, it has limited financial statements

and/or historical financial data, and limited trading history. As such, the Company during the year was subject to

the risks and uncertainties associated with an early-stage acquisition company, including the risk that the

Company will not achieve its investment objectives and that the value of any investment or acquisition could

decline and may result in the partial or complete loss of capital invested. The past performance of investee

companies or assets managed by the Directors will not necessarily be a guide to future business, results of

operations, financial condition or prospects of the Company.

In order to mitigate against these risks, the Directors continue to undertake thorough due diligence on investment

opportunities and acquisition targets, to a level considered reasonable and appropriate by the Company on a

case-by-case basis, including the potential commissioning of third-party specialist reports as appropriate.

Following completion of any investment or acquisition, it is intended that any investments or assets will be

overseen by the Directors and assisted by the Company’s professional advisers.

Financial Risk Management

The Directors consider the Group to be exposed to the following financial risks:

a. Price risk: the price paid for securities is subject to market movement that may have an impact on the

operations of the Group when raising finance;

b. Cash flow interest rate risk: the Group has cash balances which exposed it to movement in the market

interest rates; and

c. Liquidity risk: the Group manages its cash requirements through detailed forecasting and planning for the

amount and timing of payments and receipts of interest income, to ensure cash resources are available

when required.

Given the relatively small size and operation of the Group in the year, the Directors have not delegated the

responsibility of risk monitoring to a sub-committee of the Board, but closely monitor the risks on a periodic basis.

The Directors consider their exposure in the financial year to have been low. Refer to Note 15 for assessment of

the risks arising from financial instruments.

Non-financial Risk Management

The non-financial risk factors for the year ended 31 December 2023 did not materially change from those set out

in AC8’s Prospectus dated 14 July 2021.

GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY

EFFICIENCY

As the Company has not completed its first acquisition and has only two Directors, limited travel and no premises,

the Directors do not consider any disclosure under the Task Force on Climate-related Financial Disclosures is

required at this juncture, however the Company will continue to review this position as it executes its investment

and acquisition strategy.

POLITICAL CONTRIBUTIONS

The Company has made no political contributions during the year.

CHARITABLE DONATIONS

The Company has made no charitable donations during the year.

POST BALANCE SHEET EVENTS

There have been no post balance sheet events. See Note 21.

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Report of the Directors

continued

SHARE CAPITAL

Details of the Company’s share capital is set out in Note 16. The Company’s share capital consists of one class

of ordinary share, which does not carry rights to fixed income. As at 31 December 2023, there were 750,000

ordinary shares of 1p par value each in issue.

SIGNIFICANT SHAREHOLDERS

As at 12 April 2024, the Company had been advised of the following notifiable interests (whether directly or

indirectly held) in voting rights:

Name Shareholding Percentage

David Williams 275,000 36.7%

Giles Willits 100,000 13.3%

Hargreaves Lansdown (Nominees) Limited 69,778 9.3%

Bank of New York Nominees Limited 65,900 8.8%

Helen Johnson 37,500 5.0%

Transact Nominees Limited 30,000 4.0%

David Morris 25,000 3.3%

Tessera Investment Management Limited 25,000 3.3%

As at 12 April 2024, the Directors in aggregate held 375,000 ordinary shares, which represents 50.0 per cent. of

the Company’s issued share capital.

COMPANY DIRECTORS

The Directors during the year and summaries of their experience are set out below.

David Williams Non-Executive Chairman (aged 71)

David has over 39 years’ experience in investment markets, serving as Chairman in executive and non-executive

capacities for a number of public and private companies. He has overseen the development of these companies,

raising in excess of £1 billion of capital to support both organic and acquisitive growth initiatives.

David was the original founder of Marwyn Capital LLP, the award-winning investment management company.

David was also formerly Chairman of Entertainment One Ltd. (LSE: ETO), Zetar plc, and Oxford BioDynamics Plc

(AIM: OBD), and Non-Executive Director of Breedon Group plc (LSE: BREE). He currently serves as Non-Executive

Chairman of the AIM-quoted cyber security business, Shearwater Group plc (AIM: SWG) and Main Market listed

Red Capital Plc (LSE: REDC) and is a Non-Executive Director of Bay Capital Plc (LSE: BAY).

Giles Willits Non-Executive Director (age 57)

Giles has more than 21 years’ experience in senior leadership and financial roles in multiple household name

businesses. He was recently appointed Chief Investment Officer of Intuitive Investments Group plc (LSE: IIG), an

investment company concentrating on fast growing and/or high potential technology and life sciences businesses.

Prior to this, Giles was Chief Financial Officer and board director of IG Design Group plc (AIM: IGR), the world’s

largest consumer gift packaging organisation.

Previously Giles was Chief Financial Officer of Entertainment One Ltd. (LSE: ETO), having joined prior to its

admission to trading on AIM in 2007, during which time the business grew organically and through acquisitions

to a market capitalisation of over £1 billion, becoming a FTSE250 premium listed organisation. He was also

formerly Director of Group Finance at J Sainsbury plc and qualified as a chartered accountant at

PricewaterhouseCoopers.

During his extensive career, Giles has completed numerous corporate acquisitions as part of buy-and-build

strategies, acquiring private and publicly listed companies, stepping companies up from AIM to the Main Market,

as well as leading on equity and debt financings in support of organic growth and acquisition activity.

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ACCELER8 VENTURES PLC 7

Report of the Directors

continued

The Directors who held office during the year and their beneficial interest in the share capital of the Company at

31 December 2023 were as follows:

31 December 2023

David Williams 275,000

Giles Willits 100,000

375,000

DIRECTORS REMUNERATION

The Chairman and Non-Executive Director are each entitled to fees of £20,000 each per annum for their respective

roles within the Company, as per their service agreements entered into on 13 July 2021. There are no other benefits

paid to Directors outside of their service fees, save for ordinary course reimbursable expenses properly incurred

in the performing of their duties as Directors. The Company does not operate a pension scheme.

31 December

Benefits 2023

Salary in kind Total

Director £ £ £

David Williams 20,000 – 20,000

Giles Willits 20,000 – 20,000

Giles Willits - additional salary cost in relation to prior periods 3,464 – 3,464

43,464 – 43,464

In addition to the Directors’ fee entitlements outlined above, the Directors are also participants in the Subco

Incentive Scheme as detailed below.

SUBCO INCENTIVE SCHEME

The Directors believe that the success of the Company will depend to a high degree on the future performance of

key employees and advisers in executing and supporting the Company’s growth strategy. The Company has

therefore established equity-based incentive arrangements which are, and will continue to be, an important means

of retaining, attracting and motivating key employees, consultants and advisers, and also for aligning the interests

of the Directors with those of shareholders.

On 27 May 2021, the Group created a new Subco Incentive Scheme within its wholly owned subsidiary Acceler8

Ventures Subco Limited. Under the terms of the Subco Incentive Scheme, scheme participants are only rewarded

if a predetermined level of shareholder value is created over a three to five year period or upon a change of control

of the Company or Subco (whichever occurs first), calculated on a formula basis by reference to the growth in

market capitalisation of the Company, following adjustments for the issue of any new ordinary shares and taking

into account dividends and capital returns ("Shareholder Value"), realised by the exercise by the beneficiaries of a

put option in respect of their shares in Subco and satisfied either in cash or by the issue of new ordinary shares

at the election of the Company.

Under these arrangements in place, participants are entitled up to 15 per cent. of the Shareholder Value created,

subject to such Shareholder Value having increased by at least 12.5 per cent. per annum compounded over a

period of between three and five years from Admission, or following a change of control of the Company or Subco.

In order to implement the Subco Incentive Scheme, the Company as sole shareholder of Subco, approved the

creation of a new share class in Subco (the "B Shares"). At the same time the Subco’s existing ordinary shares

were redesignated A Shares. The B Shares do not have voting or dividend rights.

On 27 May 2021, David Williams, Chairman of the Company, Giles Willits, a Non-Executive Director of the Company,

and Kathleen Long and Anthony Morris, Directors of Tessera Investment Management Limited (“Tessera”),

became the first participants in the Subco Incentive Scheme ("Founder Participants"), and as such, the proportion

of Shareholder Value attaching to the Subco Incentive Scheme is 2.9 per cent. of a total cap of 15 per cent.

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8 ACCELER8 VENTURES PLC

Report of the Directors

continued

The Founder Participants and their respective holdings are outlined below.

Subco

Participant B shares held

David Williams 1,667

Giles Willits 24,000

Kathleen Long 1,667

Anthony Morris 1,666

29,000

CORPORATE GOVERNANCE

As a Jersey company and a company with a Standard Listing, the Company is not required to comply with the

provisions of the UK Corporate Governance Code 2018. Furthermore, there is no applicable regime of corporate

governance to which the directors of a Jersey company must adhere over and above the general fiduciary duties

and duties of care, skill and diligence imposed on such directors under Jersey law. Notwithstanding this, the

Directors are committed to maintaining high standards of corporate governance and will be responsible for

carrying out the Company’s objectives and implementing its business strategy.

All investment, acquisition, divestment and other strategic decisions are considered and determined by the Board.

At present, the Board reviews investment and acquisition opportunities on an as required basis, and meets

regularly with its Strategic Advisor to discuss possible inorganic growth opportunities, as well as monitor deal

flow and investment and acquisitions in progress, and review the Company’s strategy to ensure that it remains

aligned to the delivery of shareholder value. Those investment and acquisition opportunities that are assessed

by the Board (with support from its Strategic Advisor) are considered in light of the investment and acquisition

criteria as detailed in the Company’s Admission Document. In addition, as part of the investment and acquisition

screening process, the Company will augment Board and Strategic Advisor capability on a case by case basis as

required with industry and operating partner input, where deep domain expertise can be accessed. The Board

provides leadership within a framework of prudent and effective controls. The Board has established the corporate

governance values of the Company and has overall responsibility for setting the Company’s strategic aims,

defining the business plan and strategy and managing the financial and operational resources of the Company.

In this regard, the Board, so far as is practicable given the Company’s size and stage of its development, has

voluntarily adopted the QCA Code as its chosen corporate governance framework. There are certain provisions

of the QCA Code which the Company will not adhere to currently, and their adoption will be delayed until such

time as the Directors believe it is appropriate to do so. It is anticipated that this will occur concurrently with the

Company’s first material investment or acquisition.

Following such an acquisition, the Company will seek to develop its corporate governance position, and will

address key differences to the QCA Code. Specifically, it is anticipated this will include:

i. the augmentation of the Board with suitably qualified additional executive and non-executive directors

including independents;

ii. the implementation of audit, remuneration and nomination committees with appropriate terms of reference;

iii. a formalised annual evaluation and review process covering the Board and Committees, including

succession planning;

iv. the publication of KPIs;

v. the development of a corporate and social responsibility policy; and

vi. an enhanced risk management and governance framework tailored to the operating assets and strategic

direction of the enlarged entity.

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ACCELER8 VENTURES PLC 9

Report of the Directors

continued

ROLE OF THE BOARD

The Board is responsible for the management of the business of the Group, setting the strategic direction of the

Group and establishing the policies of the Group. It is the Directors’ responsibility to oversee the financial position

of the Group and monitor the business and affairs of the Group, on behalf of the shareholders, to whom they are

accountable. The primary duty of the Directors is to act in the best interests of the Group and Company at all

times. The Board also addresses issues relating to internal control and the Group’s approach to risk management

and has formally adopted an anti-corruption and bribery policy.

The Group does not have a separate investing committee and therefore the Board as a whole will be responsible

for sourcing acquisitions and ensuring that opportunities are in conformity with the Group’s strategy.

The Group holds four formal Board meetings a year, with unscheduled meetings as matters arise which require

the attention of the Board. Formal Board meetings are timed to link to key events in the Group's corporate calendar.

Outside the scheduled and unscheduled meetings of the Board, the Directors maintain frequent contact with each

other to keep them fully briefed on the Group's operations.

INTERNAL CONTROLS

The Board acknowledges its responsibility for establishing and monitoring the Group’s systems of internal control.

Although no system of internal control can provide absolute assurance against material misstatement or loss,

the Group’s systems are designed to provide the Directors with reasonable assurance that problems can be

identified on a timely basis and dealt with appropriately.

The Group maintains an appropriate process for financial reporting. The annual budget is reviewed and approved

by the Board before being formally adopted.

Other key procedures that have been established and which are designed to provide effective control are as

follows:

Management structure – The Board meets regularly on a formal and informal basis to discuss all issues affecting

the Group.

Investment appraisal – The Group has a robust framework for investment appraisal and approval is required by

the Board, where appropriate.

Share dealing and inside information – the Company has adopted a share dealing code regulating trading and

confidentiality of inside information for the Directors and other persons discharging managerial responsibilities

(and their persons closely associated) which contains provisions appropriate for a company whose shares are

admitted to trading on the Official List (particularly relating to dealing during closed periods which will be in line

with the Market Abuse Regulation). The Company takes all reasonable steps to ensure compliance by the Directors

and any relevant employees with the terms of that share dealing code.

The Board reviews the effectiveness of the systems of internal control and considers the major business risks

and the control environment. No significant deficiencies have come to light during the year and no weaknesses

in internal financial control have resulted in any material losses, or contingencies which would require disclosure,

as recommended by the guidance for Directors on reporting on internal financial control.

The Directors are focused on careful management of the Group’s cash and financial resources through Board

level approvals. At such time that the Group completes an acquisition, the Directors anticipate that the Group’s

financial position and prospects procedures regime will be updated and expanded as necessary to cater for the

nature of the Group’s business following completion of its inaugural investment or acquisition.

BOARD EVALUATION

In the year, the Board evaluation process was limited to an ongoing informal evaluation of the performance of

the Board by each Director. This will be replaced by a formal, annual evaluation process once the Group has

completed its first acquisition.

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10 ACCELER8 VENTURES PLC

Report of the Directors

continued

EXTERNAL ADVISERS

The Board accessed the following external advisers during the year and post the year end:

Mayer Brown International LLP and Ogier (Jersey) LLP – legal

Tessera Investment Management Limited – capital markets and M&A

JTC Plc – company secretarial, governance and regulatory filings

CONFLICTS OF INTEREST

A Director has a duty to avoid a situation in which he or she has, or can have, a direct or indirect interest that

conflicts, or possibly may conflict, with the interests of the Company. The Board has satisfied itself that there are

no conflicts of interest where the Directors have appointments on the Boards of, or relationships with, companies

outside the Company. Furthermore, the Board requires Directors to declare all appointments and other situations

which could result in a possible conflict of interest, and therefore believes it has a robust framework to deal with

any conflict of interest should it arise.

RELATIONS WITH SHAREHOLDERS

The Chairman is the Group’s principal spokesperson with investors, fund managers, the press and other interested

parties. As well as the Annual General Meeting with shareholders, the other Director may give formal presentations

at investor road shows following the announcement of interim and full year results.

Notice of this year’s Annual General Meeting will shortly be sent to shareholders.

DISCLOSURE OF INFORMATION TO THE AUDITOR

So far as the Directors are aware, there is no relevant audit information of which the Group and Company’s

independent auditor is unaware, and each Director has taken all the steps that he ought to have taken as a Director

in order to make himself aware of any relevant audit information and to establish that the Group and Company’s

independent auditor is aware of that information.

The Directors confirm to the best of their knowledge that:

l the financial statements, prepared in accordance with the relevant financial reporting framework, give a true

and fair view of the assets, liabilities, financial position and profit or loss of the Group and Company and the

undertakings included in the consolidation taken as a whole;

l the Chairman’s Statement and Report of the Directors includes a fair review of the development and

performance of the business and the position of the Group and Company and the undertakings included in

the consolidation taken as a whole, together with a description of the principal risks and uncertainties that

they face; and

l the annual report and accounts, taken as a whole, are fair, balanced and understandable and provide the

information necessary for shareholders to assess the Group and Company’s position and performance,

business model and strategy.

INDEPENDENT AUDITOR

The independent auditor, MHA, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD

David Williams

Chairman

23 April 2024

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ACCELER8 VENTURES PLC 11

Statement of Directors’ Responsibilities

The Directors are responsible for preparing the Directors' report and the financial statements in accordance with

applicable law and regulations.

Jersey Company law requires the directors to prepare financial statements for each financial year. Under that law

the Directors have elected to prepare the consolidated financial statements in accordance with International

Financial Reporting Standards as adopted by the United Kingdom ("IFRS") and the Company financial statements

in accordance with FRS 101 “Reduced disclosure Framework”, the Financial Reporting Standard applicable in the

UK. Under company law, the Directors must not approve the financial statements unless they are satisfied that

they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the

Group for that year.

In preparing these financial statements, the Directors are required to:

l select suitable accounting policies and then apply them consistently;

l make judgements and estimates that are reasonable and prudent;

l state whether the Group financial statements have been prepared in accordance with IFRS as adopted by

the United Kingdom;

l state whether the Company financial statements have been prepared in accordance with FRS 101 “Reduced

disclosure framework”; and

l prepare the financial statements on the going concern basis unless it is inappropriate to presume that the

Company will continue in business.

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the

Group and Company's transactions and disclose with reasonable accuracy at any time the financial position of

the Group and Company and enable them to ensure that the financial statements comply with the Companies

(Jersey) Law 1991. They are also responsible for safeguarding the assets of the Group and Company and hence

for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The maintenance and integrity of the Group’s website is the responsibility of the Directors. The work carried out

by the independent auditors does not involve the consideration of these matters and, accordingly, the independent

auditors accept no responsibility for any changes that may have occurred in the accounts since they were initially

presented on the website. Legislation in Jersey governing the preparation and dissemination of the accounts and

the other information included in annual reports may differ from legislation in other jurisdictions.

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12 ACCELER8 VENTURES PLC

Independent Auditor’s Report to the Members of

Acceler8 Ventures Plc

For the purpose of this report, the terms “we” and “our” denote MHA in relation to UK legal, professional and

regulatory responsibilities and reporting obligations to the members of Acceler8 Ventures Plc. For the purposes

of the table on pages 14 to 15 that sets out the key audit matters and how our audit addressed the key audit

matters, the terms “we” and “our” refer to MHA. The Group financial statements, as defined below, consolidate

the accounts of Acceler8 Ventures Plc and its subsidiary (the “Group”). The “Parent Company” is defined as

Acceler8 Ventures Plc, as an individual entity. The relevant legislation governing the Parent Company is Companies

(Jersey) Law 1991.

Opinion

We have audited the financial statements of Acceler8 Ventures Plc for the year ended 31 December 2023.

The financial statements that we have audited comprise:

l the Consolidated Statement of Comprehensive Income

l the Consolidated Statement of Financial Position

l the Consolidated Statement of Changes in Equity

l the Consolidated Statement of Cash Flows

l Notes 1 to 22 to the consolidated financial statements, including significant accounting policies

l the Company Profit and Loss

l the Company Balance Sheet

l the Company Statement of Changes in Equity and

l Notes 1 to 12 to the company financial statements, including significant accounting policies.

The financial reporting framework that has been applied in the preparation of the Group financial statements is

applicable law and UK-adopted international accounting standards. The financial reporting framework that has

been applied in the preparation of the Parent Company financial statements is applicable law and United Kingdom

Accounting Standards, including FRS 101 Reduced Disclosure Framework (United Kingdom Generally Accepted

Accounting Practice).

In our opinion:

l the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s

affairs as at 31 December 2023 and of the Group’s loss for the year then ended;

l the Group financial statements have been properly prepared in accordance with UK-adopted international

accounting standards;

l the Parent Company financial statements have been properly prepared in accordance with United Kingdom

Generally Accepted Accounting Practice; and

l the financial statements have been prepared in accordance with the requirements of the Companies (Jersey)

Law 1991.

Our opinion is consistent with our reporting to the Audit Committee.

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ACCELER8 VENTURES PLC 13

Independent Auditor’s Report to the Members of

Acceler8 Ventures Plc continued

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable

law. 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 the Group in accordance with the ethical

requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical

Standard as applied to listed public interest entities, and we have fulfilled our ethical responsibilities in accordance

with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors' use of the going basis of accounting

in the preparation of the financial statements is appropriate.

Our evaluation of the Directors’ assessment of the Group’s and the Parent Company’s ability to continue to adopt

the going concern basis of accounting included:

l The consideration of inherent risks to the Group’s and the Parent Company’s operations and specifically

their business model of searching for suitable acquisition targets.

l The evaluation of how those risks might impact on the available financial resources.

l Liquidity considerations including examination of cash flow projections at Group and Parent Company level.

l The evaluation of the base case scenarios and stress scenarios, in respect of the Group and the Parent

Company, and the respective sensitivities and rationale.

l Viability assessments at Group and Parent Company levels, including consideration of reserve levels and

business plans.

l Obtaining letters confirming additional financing will be made available to support the company in its working

capital requirements where this is required.

Based on the work we have performed, we have not identified any material uncertainties relating to events or

conditions that, individually or collectively, may cast significant doubt on the Group’s and Parent Company’s ability

to continue as a going concern for a period of at least twelve months from when the financial statements are

authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the

relevant sections of this report.

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14 ACCELER8 VENTURES PLC

Independent Auditor’s Report to the Members of

Acceler8 Ventures Plc continued

Overview of our audit approach

Scope Our audit was scoped by obtaining an understanding of the Group, including the Parent

Company, and its environment, including the Group’s system of internal control, and

assessing the risks of material misstatement in the financial statements. We also addressed

the risk of management override of internal controls, including assessing whether there was

evidence of bias by the directors that may have represented a risk of material misstatement.

We undertook a full scope audit on the complete financial information of 1 component and

specified audit procedures on particular aspects and balances on 1 component.

Materiality 2023 2022

Group £5.6k £8.0k 5% (2022: 5%) of net assets

Parent Company £5.6k £8.0k 5% (2022: 5%) of net assets

Key audit matters

Recurring • Management override of controls (Group and Parent Company)

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit

of the financial statements of the current period and include the most significant assessed risks of material

misstatement (whether or not due to fraud) that we identified. These matters included those matters which had

the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts

of the engagement team. These matters were addressed in the context of our audit of the financial statements

as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Management override of controls

Management is in a unique position to perpetrate fraud because of

management's ability to manipulate accounting records and prepare

fraudulent financial statements by overriding controls that otherwise

appear to be operating effectively. Due to the unpredictable way in which

such override could occur, this is deemed a key audit matter for this

engagement.

Key audit matter description

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ACCELER8 VENTURES PLC 15

Independent Auditor’s Report to the Members of

Acceler8 Ventures Plc continued

Management override of controls

Our application of materiality

Our definition of materiality considers the value of error or omission on the financial statements that, individually

or in aggregate, would change or influence the economic decision of a reasonably knowledgeable user of those

financial statements. Misstatements below these levels will not necessarily be evaluated as immaterial as we

also take account of the nature of identified misstatements, and the particular circumstances of their occurrence,

when evaluating their effect on the financial statements as a whole. Materiality is used in planning the scope of

our work, executing that work and evaluating the results.

Materiality in respect of the Group was set at £5,600 (2022: £8,000) which was determined on the basis of 5%

(2022: 5%) of the Group’s net assets. Materiality in respect of the Parent Company was set at £5,600 (2022:

£8,000), determined on the basis of 5% (2022: 5%) of the Parent Company’s net assets. Net assets was deemed

to be the appropriate benchmark for the calculation of materiality as this is a key area of the financial statements

because this is the metric by which the performance and risk exposure of the Group and Parent Company is

principally assessed. This is also the metric against which users assess the ability of the Group and Parent

Company to continue in its search for suitable acquisition targets.

Performance materiality is the application of materiality at the individual account or balance level, set at an amount

to reduce, to an appropriately low level, the probability that the aggregate of uncorrected and undetected

misstatements exceeds materiality for the financial statements as a whole.

Performance materiality for the Group was set at £3,920 (2022: £5,600) and at £3,920 (2022: £5,600) for the

Parent Company which represents 70% (2022: 70%) of the above materiality levels.

The determination of performance materiality reflects our assessment of the risk of undetected errors existing,

the nature of the systems and controls and the level of misstatements arising in previous audits.

We agreed to report any corrected or uncorrected adjustments exceeding £280 in respect of the Group and Parent

Company to the Board of Directors as well as differences below this threshold that in our view warranted reporting

on qualitative grounds.

Our audit procedures included:

Controls testing – Given the current nature of the business and the

associated accounting records, there are very few transactions and/or

journals. As such, we evaluated the design and implementation of key

controls around bank payments and receipts, as well as considerations

relating to financial reporting.

We performed detailed reviews and testing of journal entries made,

particularly those considered to rely on greater levels of judgement,

such as year-end estimations.

Disclosure - We tested the basis of accounting estimates used to

populate disclosures of a subjective nature, such as year-end accruals,

to understand the judgments made and assessed the adequacy of

disclosures for compliance with the accounting standards and

regulatory considerations.

How the scope of our audit

responded to the key audit

matter

The results of our testing were satisfactory, and we considered that

entries made into the accounting system and subsequent disclosure

made into the financial statements were deemed to have an appropriate

supporting basis.

Key observations

communicated to the Group’s

Audit Committee

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16 ACCELER8 VENTURES PLC

Independent Auditor’s Report to the Members of

Acceler8 Ventures Plc continued

Overview of the scope of the Group and Parent Company audits

Our assessment of audit risk, evaluation of materiality and our determination of performance materiality sets our

audit scope for each company within the Group. Taken together, this enables us to form an opinion on the

consolidated financial statements. This assessment takes into account the size, risk profile, organisation /

distribution and effectiveness of group-wide controls, changes in the business environment and other factors

such as recent internal audit results when assessing the level of work to be performed at each component.

In assessing the risk of material misstatement to the consolidated financial statements, and to ensure we had

adequate quantitative and qualitative coverage of significant accounts in the consolidated financial statements,

of the 2 reporting components of the group, we identified that both represent the principal business units within

the Group.

We undertook a full scope audit on the complete financial information of 1 component, selected based on size

and risk characteristics, and specified audit procedures on particular aspects and balances on the other

component.

The control environment

We evaluated the design and implementation of those internal controls of the Group, including the Parent

Company, which are relevant to our audit, such as those relating to the financial reporting cycle.

Climate-related risks

In planning our audit and gaining an understanding of the Parent Company, we considered the potential impact

of climate-related risks on the business and its financial statements. We obtained management’s climate-related

risk assessment, along with relevant documentation relating to management’s assessment and held discussions

with management to understand their process for identifying and assessing those risks.

We have agreed with management’s assessment that climate-related risks are not material to these financial

statements.

Reporting on other information

The other information comprises the information included in the annual report other than the financial statements

and our auditor’s report thereon. The directors are responsible for the other information contained within the

annual report. Our opinion on the financial statements does not cover the other information and, except to the

extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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 course of the audit, or otherwise

appears to be materially misstated. If we identify such material inconsistencies or apparent material

misstatements, we are required to determine whether this gives rise to a material misstatement in the financial

statements themselves. 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’ report

In our opinion, based on the work undertaken in the course of the audit:

l the information given in the directors’ report for the financial year for which the financial statements are

prepared is consistent with the financial statements; and

l the directors’ report has been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group and the Parent Company and their environment

obtained in the course of the audit, we have not identified material misstatements in the directors’ report.

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ACCELER8 VENTURES PLC 17

Independent Auditor’s Report to the Members of

Acceler8 Ventures Plc continued

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation

of the financial statements and for being satisfied that they give a true and fair view, 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 for assessing the Group’s and the Parent

Company’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 the Group or Parent

Company or to cease operations, or have no realistic alternative but to do so.

Adequacy of explanations received and accounting records

Under the Companies (Jersey) Law, 1991 we are required to report to you if, in our opinion:

l we have not received all the information and explanations we require for our audit; or

l proper accounting records have not been kept by the parent company, or proper returns adequate for our

audit have not been received from branches not visited by us; or

l the parent company’s financial statements are not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

Auditor 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 (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of these financial

statements.

A further description of our responsibilities for the financial statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which the audit was considered capable of detecting irregularities,

including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures

in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,

including fraud.

These audit procedures were designed to provide reasonable assurance that the financial statements were free

from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not

detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult

than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or

intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from

events and transactions reflected in the financial statements, the less likely we would become aware of it.

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18 ACCELER8 VENTURES PLC

Independent Auditor’s Report to the Members of

Acceler8 Ventures Plc continued

Identifying and assessing potential risks arising from irregularities, including fraud

The extent of the procedures undertaken to identify and assess the risks of material misstatement in respect of

irregularities, including fraud, included the following:

l We considered the nature of the industry and sector, the control environment, business performance

including remuneration policies and the Group’s, including the Parent Company’s, own risk assessment that

irregularities might occur as a result of fraud or error. From our sector experience and through discussion

with the directors, we obtained an understanding of the legal and regulatory frameworks applicable to the

Group focusing on laws and regulations that could reasonably be expected to have a direct material effect

on the financial statements.

l We enquired of the directors and management concerning the Group’s and the Parent Company’s policies

and procedures relating to:

– identifying, evaluating and complying with the laws and regulations and whether they were aware of

any instances of non-compliance;

– detecting and responding to the risks of fraud and whether they had any knowledge of actual or

suspected fraud; and

– the internal controls established to mitigate risks related to fraud or non-compliance with laws and

regulations.

l We assessed the susceptibility of the financial statements to material misstatement, including how fraud

might occur by evaluating management’s incentives and opportunities for manipulation of the financial

statements. This included utilising the spectrum of inherent risk and an evaluation of the risk of management

override of controls.

Audit response to risks identified

In respect of the above procedures:

l we corroborated the results of our enquiries through our review of the minutes of the Group’s and the Parent

Company’s board meetings;

l audit procedures performed by the engagement team in connection with the risks identified included:

– reviewing financial statement disclosures and testing to supporting documentation to assess

compliance with applicable laws and regulations expected to have a direct impact on the financial

statements;

– testing journal entries, including those posted to unusual account combinations;

– evaluating the business rationale of significant transactions, and reviewing accounting estimates for

bias;

– enquiry of management around actual and potential litigation and claims; and

l we communicated relevant laws and regulations and potential fraud risks to all engagement team members,

and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the

audit.

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ACCELER8 VENTURES PLC 19

Independent Auditor’s Report to the Members of

Acceler8 Ventures Plc continued

Other requirements

We were appointed by the Directors on 20 June 2023. The period of total uninterrupted engagement including

previous renewals and reappointments of the firm is 3 years.

We did not provide any non-audit services which are prohibited by the FRC’s Ethical Standard to the Group or the

Parent Company, and we remain independent of the Group and the Parent Company in conducting our audit.

Use of our report

This report is made solely to the Company's members in accordance with Article 113A of the Companies (Jersey)

Law 1991. Our audit work has been undertaken so that we might state to the Company's members those matters

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 the Company and the Company's

members for our audit work, for this report, or for the opinions we have formed.

As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.14R,

these financial statements form part of the European Single Electronic Format (ESEF) prepared Annual Financial

Report filed on the National Storage Mechanism of the UK FCA in accordance with the ESEF Regulatory Technical

Standard ((‘ESEF RTS’). This auditor’s report provides no assurance over whether the annual financial report has

been prepared using the single electronic format specified in the ESEF RTS.

Jason Mitchell MBA BSc FCA

(Senior Statutory Auditor)

for and on behalf of MHA, Statutory Auditor

Maidenhead, United Kingdom

23 April 2024

MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered

number OC312313)

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		2023	2022 Consolidated Statement of Comprehensive Income
	Note	£	£
Administrative expenses		(156,347)	(185,232)
Other operating income	6	99,980	–
Operating loss For the year ended 31 December 2023	6	(56,367)	(185,232)
Interest receivable	8	1,131	115
Loss on ordinary activities before taxation		(55,236)	(185,117)
Taxation charge	9	–	–
Loss and total comprehensive loss for the year		(55,236)	(185,117)
Loss per share
Basic and diluted	10	(£0.07)	(£0.25)
Loss attributable to:
Owners of the parent company		(55,236) All activities in both the current and the prior period relate to continuing operations. The notes on pages 24 to 33 form part of these consolidated financial statements.	(185,117)
Non-controlling interests 20 ACCELER8 VENTURES PLC		–	–

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		31 December	31 December	31 December	31 December
		2023	2023	2022 Consolidated Statement of Financial Position	2022
	Note	£	£	£	£
Current assets As at 31 December 2023
Cash and cash equivalents	12	160,441		244,948
Other receivables	13	169		–
Prepayments	13	6,886		6,866
Total current assets			167,496		251,814
Total assets			167,496		251,814
Current liabilities
Trade and other payables	14	53,694		83,089
Total current liabilities			53,694		83,089
Total liabilities			53,694		83,089
Total net assets			113,802		168,725
Equity
Issued share capital	16		7,500		7,500
Share premium	17		729,598		729,598
Capital redemption reserve	17		2		2
Share-based payment reserve	19		772		459
Non-controlling interest	17		67		67
Retained deficit	17 2024 and were signed on its behalf by:		(624,137)		(568,901)
Total equity David Williams Chairman The notes on pages 24 to 33 form part of these consolidated financial statements.			113,802 ACCELER8 VENTURES PLC 21		168,725 The consolidated financial statements were approved and authorised for issue by the Board on 23 April

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23/4/2024

					Share-
				Capital	based	Non-
		Share For the year ended 31 December 2023	Share	redemption	payment	controlling	Retained Consolidated Statement of Changes in Equity
		capital	premium	reserve	reserve	interest	deficit	Total
	Note	£	£	£	£	£	£	£
At 31 December 2021		7,500	729,598	2	146	67	(383,784)	353,529
Loss for the year		–	–	–	–	–	(185,117)	(185,117)
Transactions with owners in their capacity as owners:
Share-based payment
charge	19	–	–	–	313	–	–	313
At 31 December 2022		7,500	729,598	2	459	67	(568,901)	168,725
Loss for the year		–	–	–	–	–	(55,236)	(55,236)
Transactions with owners in their capacity as owners:
Share-based payment
charge	19	–	–	–	313	–	–	313
At 31 December 2023		7,500 22 ACCELER8 VENTURES PLC	729,598	2	772	67 The notes on pages 24 to 33 form part of these consolidated financial statements.	(624,137)	113,802

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	2023 Consolidated Statement of Cash Flows	2022
	£	£
Operating activities For the year ended 31 December 2023
Loss before taxation	(55,236)	(185,117)
Adjustments for: these consolidated financial statements.
Share-based payment charge	313	313
Operating cash flows before changes in working capital	(54,923)	(184,804)
Increase in trade and other receivables	(189)	(5,697)
(Decrease)/increase in trade and other payables	(29,395)	3,009
Net cash outflows from operating activities	(84,507)	(187,492)
Net decrease in cash and cash equivalents	(84,507)	(187,492)
Cash and cash equivalents at beginning of the year	244,948	432,440
Cash and cash equivalents at end of the year	160,441 The notes on pages 24 to 33 form part of these consolidated financial statements.	244,948 ACCELER8 VENTURES PLC 23 As the Group does not have any financing liabilities outside of working capital and has no cashflows from financing activities in both periods presented, no separate net debt reconciliation has been presented within

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Notes forming part of the Consolidated Financial Statements

For the year ended 31 December 2023

24 ACCELER8 VENTURES PLC

1 General information

The Company is a public limited company incorporated and domiciled in Jersey, whose shares are publicly traded

on the Main Market of the London Stock Exchange. The Company is the parent company of Acceler8 Ventures

Subco Limited (a private company under the laws of Jersey with registered number 134587), and together form

the “Group”.

The address of its registered office is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey.

The Group has been incorporated for the purpose of identifying suitable acquisition opportunities in accordance

with the Group's investment and acquisition strategy with a view to creating shareholder value. The Group will

retain a flexible investment and acquisition strategy which will, subject to appropriate levels of due diligence,

enable it to deploy capital in target companies by way of minority or majority investments, or full acquisitions

where it is in the interests of shareholders to do so. This will include transactions with target companies located

in the UK and internationally.

2 Material accounting policies

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods

presented in theses consolidated financial statements.

The principal policies adopted in the preparation of the consolidated financial statements are as follows:

(a) Basis of preparation

These consolidated financial statements have been prepared in accordance with the requirements of International

Financial Reporting Standards as adopted by the United Kingdom (“IFRS”) and the requirements of the Companies

(Jersey) Law 1991.

The consolidated financial statements are prepared on the historical cost basis.

The comparative figures presented cover the year ended to 31 December 2022.

(b) Basis of consolidation

The consolidated financial statements present the results of the Company and its subsidiaries (the “Group”) as if

they formed a single entity. Intercompany transactions and balances between Group companies are therefore

eliminated in full.

Where the Group has control over a Company, it is classified as a subsidiary. The Group controls a Company if all

three of the following elements are present: power over the Company, exposure to variable returns from the

Company, and the ability of the Group to use its power to affect those variable returns. Control is reassessed

whenever facts and circumstances indicate that there may be a change in any of these elements of control.

The consolidated financial statements incorporate the results of business combinations using the acquisition

method. In the consolidated statement of financial position, the acquiree’s identifiable assets, liabilities and

contingent liabilities are initially recognised at their fair values at the acquisition date. The acquisition related costs

are included in the consolidated statement of comprehensive income on an accruals basis. The results of acquired

operations are included in the consolidated statement of comprehensive income from the date on which control

is obtained.

(c) Functional and presentational currency

The Group’s functional and presentational currency for these financial statements is the pound sterling.

(d) Going concern

The Directors, having made due and careful enquiry, are of the opinion that the Group and Company have adequate

working capital to execute their operations over the next 12 months (the “going concern period”). The Group and

Company’s unaudited cash balance as at 12 April 2024 was £112,117. Excluding the consummation of any

investment or acquisition, which will likely require specific funding, the Group and Company have adequate

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ACCELER8 VENTURES PLC 25

Notes forming part of the Consolidated Financial Statements

continued

resources available to fund the on-going forecast operating expenses during the going concern period as a result

of the Group and the Company’s current unaudited cash balance, as well as the provision of a letter of financial

support provided by the Directors to the Group. Having also performed additional stress testing on the forecasts,

the Directors are comfortable there are also sufficient mitigating actions on the incurring of expenditure within

the business that could be taken, to ensure the business can meet its ongoing liabilities as they fall due.

The Directors, therefore, have made an informed judgement at the time of approving the financial statements,

that there is a reasonable expectation that the Group and Company have adequate resources to continue in

operational existence for the foreseeable future. As a result, the Directors have adopted the going concern basis

of accounting in preparing the annual financial statements.

(e) Interest receivable

Interest receivable is recognised on a time-proportion basis using the effective interest rate method.

(f) Employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related

service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or

profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of

past service provided by the employee and the obligation can be estimated reliably.

(g) Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement

except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in

which case it is recognised in other comprehensive income or equity respectively.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates

and laws enacted or substantively enacted at the statement of financial position date.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for

financial reporting purposes and the amounts used for taxation purposes. The following temporary differences

are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect

neither accounting nor taxable profit other than in a business combination, and differences relating to investments

in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred

tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and

liabilities, using tax rates and laws enacted or substantively enacted at the statement of financial position date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available

against which the temporary difference can be utilised.

(h) Cash and cash equivalents

Cash and cash equivalents comprise cash balances and short-term deposits with an original maturity of three

months or less from inception, held for meeting short term commitments.

(i) Equity

Equity comprises of share capital, share premium, capital redemption reserve, share-based payment reserve,

non-controlling interest and retained deficit.

Share capital is measured at the par value.

Share premium and retained deficit represent balances conventionally attributed to those descriptions.

The transaction costs relating to the issue of shares was deducted from share premium.

The Capital redemption reserve is made up on amounts arising from the cancellation of the deferred shares.

Share-based payment reserve includes the cumulative share-based payment charged to equity.

Non-controlling interest reserve arises out of amounts due to holders of the B shares in Acceler8 Ventures

Subco Limited.

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26 ACCELER8 VENTURES PLC

Notes forming part of the Consolidated Financial Statements

continued

(j) Financial assets and liabilities

The Group’s financial assets and liabilities comprise cash and cash equivalents and accruals. Financial assets

are stated at amortised cost less provision for expected credit losses. Financial liabilities are stated at amortised

cost.

(k) Share-based payments

The Group operates an equity-settled share-based payment plan. The fair value of the employee services received

in exchange for the grant of options is recognised as an expense over the vesting period, based on the Group’s

estimate of awards that will eventually vest, with a corresponding increase in equity as a share-based payment

reserve.

This plan includes market-based vesting conditions for which the fair value at grant date reflects and are therefore

not subsequently revisited. The fair value is determined using a binomial model.

(l) Related party transactions

The Group discloses transactions with related parties which are not wholly owned with the same group. It does

not disclose transactions with members of the same group that are wholly owned.

(m) Accounting standards issued

The following amendments to standards were issued and adopted in the year, with no material impact on the

financial statements (all effective for annual periods beginning on or after 1 January 2023):

l IFRS 17 – Insurance Contracts

l Amendments to IAS 1 – Presentation of Financial Statements and IFRS Practice Statement 2 – Making

Materiality Judgements: Disclosure of material accounting policies

l Amendment to IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors: Defi nition of

accounting estimates

l Amendment to IAS 12 – Income Taxes: Deferred tax assets and liabilities arising from a single transaction

l Amendment to IAS 12 – Income Taxes: International tax reform and temporary exception for deferred tax

assets and liabilities related to the OECD pillar two income taxes

There were no other new accounting standards issued that have been adopted in the year.

(n) Standards in issue but not yet effective

At the date of authorisation of these financial statements there were amendments to standards which were in

issue, but which were not yet effective, and which have not been applied. The principal ones are detailed below.

The Directors do not expect the adoption of these amendments to standards to have a material impact on the

financial statements.

Effective for periods beginning on or after 1 January 2024:

l Amendment to IFRS 16 – Leases: Leases on sale and leaseback

l Amendment to IAS 1 – Presentation of Financial Statements: Non-current liabilities with covenants

l Amendments to IAS 7 – Statement of Cash Flows and IFRS 7 – Financial Instruments: Supplier finance

Effective for periods beginning on or after 1 January 2025:

l Amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates: Lack of exchangeability

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	2023	2022
	£	£ Notes forming part of the Consolidated Financial Statements In preparing the consolidated financial statements, the Directors have to make judgments on how to apply the Group's accounting policies and make estimates about the future. The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the consolidated financial statements with the exception of the valuation of share-based payments. Please see Note 19 for further details.
Wages and salaries continued 3 Accounting estimates and judgements 4 Employees Staff costs, including Directors, consist of:	43,464	40,000
	43,464	40,000

	2023	2022
	£	£ The Company Directors are considered the only key management personnel and their remuneration was as
Directors’ emoluments 5 Directors’ remuneration follows: been recognised in the current year.	43,464	40,000
	43,464	40,000 Of the Directors’ emoluments recognised in the current year, £40,000 relates to remuneration for qualifying services in the current year and £3,464 relates to remuneration for qualifying services in prior periods that have

	2023	2022
	Number	Number
The average number of employees, including Directors, during the year was:	2	2

	2023	2022
	£	£
This has been arrived at after charging/ (crediting):
Professional services 6 Operating loss	(24,737)	112,229
Fees payable to the Company’s independent auditor for the audit of the parent and consolidated accounts ACCELER8 VENTURES PLC 27	20,000 credit within the “professional services” category of administrative expenses in the year.	22,000 An amount of £99,980 recognised within the operating loss for the year relates to a payment received by the Company under a cost indemnity arrangement (the “Cost Indemnity”) in place with a counterparty, over which a director of the Company has significant influence due to common directorships. Pursuant to the Cost Indemnity, the counterparty agreed to repay certain transaction expenses incurred by the Company in the event that an acquisition of the counterparty by the Company was not successfully concluded. This has resulted in an overall

DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247

	2023	2022
	£ 7 Adjusted earnings before interest, tax, depreciation and amortisation	£ Notes forming part of the Consolidated Financial Statements
Loss before tax (Adjusted EBITDA) continued	(55,236)	(185,117)
Interest receivable	(1,131)	(115)
EBITDA loss 8 Interest receivable	(56,367)	(185,232)
Share-based payment charge	313	313
Adjusted EBITDA loss	(56,054)	(184,919)

	2023	2022
	£	£
Bank interest receivable 9 Taxation	1,131	115

	2023	2022
	£	£
Jersey corporation tax
Corporation tax on loss for the year	–	–
Total taxation on loss on ordinary activities	–	–

	2023	2022
	£	£
Loss before tax	(55,236)	(185,117)
Tax for financial service companies at 10% (2022: 10%)	(5,524)	(18,512)
Effect of:
Tax losses on which a deferred tax asset has not been recognised	5,524	18,512
Total taxation on loss on ordinary activities	–	– Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and carry forward tax losses/credits can be utilised. Accordingly, the Group has not recognised deferred tax assets in respect of deductible temporary differences and carry forward tax losses as at 31 December 2023 and 31 December 2022 respectively, as it is not probable at year end that

	2023 Tax losses and unrecognised deferred tax asset carried forward	2022
	£	£ relevant taxable profits will be available in future based on the current activities of the Group as a holding group. There are no expiry dates on these tax losses as at the year end. The unrecognised deferred tax asset is
Cumulative temporary differences and carry forward tax losses summarised below:	624,137	568,901
Unrecognised deferred tax asset on above at 10% (based on the enacted tax rate at the date of signing the financial statements) 28 ACCELER8 VENTURES PLC	62,414	56,890

DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247

	2023	2022
	£	£ Earnings per share (“EPS”) is calculated by dividing the loss after tax for the year by the weighted average number Notes forming part of the Consolidated Financial Statements
Loss used in basic and diluted EPS, being loss after tax continued	(55,236)	(185,117)
Adjustments: 10 Earnings per share of shares in issue for the year, these figures being as follows:
Share-based payment charge	313	313
Adjusted earnings used in adjusted EPS	(54,923)	(184,804)

	2023 they are anti-dilutive, however they may become dilutive in future periods.	2022 The Subco Incentive Scheme share options (Note 19) have not been included in the diluted EPS on the basis that
	Number	Number
Weighted average number of ordinary shares of 1p each used as the denominator in calculating basic and diluted EPS Earnings/(loss) per share	750,000	750,000 Basic and diluted (£0.07) (£0.25) Adjusted – basic and diluted (£0.07) (£0.25)

			Proportion of	Proportion of
			A ordinary	B ordinary The Company directly owns the ordinary share capital of its subsidiary undertakings as set out below:
	Nature	Country of	shares held	shares held
Subsidiary 11 Subsidiaries	of business	incorporation	by Company	by Company
Acceler8 Ventures Subco Limited	Intermediate holding 12 Cash and cash equivalents	Jersey, Channel	100 per cent. Channel Islands, JE2 3QA, Jersey. The Subco was incorporated on 25 March 2021.	0 per cent. The address of the registered office of Acceler8 Ventures Subco Limited (the "Subco") is 28 Esplanade, St. Helier,
	company	Islands

	2023	2022
	£	£ The A ordinary shares have full voting rights, full rights to participate in a dividend and full rights to participate in a distribution of capital. The B ordinary shares have been issued pursuant to the Company’s Subco
Cash and cash equivalents Incentive Scheme.	160,441	244,948
	160,441	244,948 ACCELER8 VENTURES PLC 29

DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247

	2023	2022
	£	£ Notes forming part of the Consolidated Financial Statements
Other receivables continued	169	–
Prepayments 13 Trade and other receivables	6,886	6,866
	7,055	6,866

	2023	2022
Current trade and other payables	£	£
Accruals 14 Trade and other payables 15 Financial instruments	53,694	83,089
	53,694	83,089

		Financial assets measured
	at amortised cost
	2023	2022 The carrying value of all financial assets and liabilities equals fair value given their short-term nature.
	£	£ The Group’s financial assets and liabilities comprise cash and cash equivalents, other receivables and accruals.
Current financial assets
Cash and cash equivalents	160,441	244,948
Other receivables	169	–
	160,610	244,948

		Financial liabilities measured
	at amortised cost
	2023	2022
	£	£
Current financial liabilities
Accruals 30 ACCELER8 VENTURES PLC Credit risk balances held. Liquidity risk requirements and to invest funds securely and profitably. to be settled:	53,694	83,089
	53,694	83,089 The Group's credit risk is wholly attributable to its cash balance. All cash balances are held at a reputable bank in Jersey. The credit risk from its cash and cash equivalents is deemed to be low due to the nature and size of the Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to liquidity risk is to ensure that sufficient liquidity is available to meet foreseeable The following table details the contractual maturity of financial liabilities based on the dates the liabilities are due

DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247

	Less		More
	than 1 year	2 to 5 Years	than 5 years	Total
	£	£	£	£ Notes forming part of the Consolidated Financial Statements
Accruals Financial liabilities: 16 Share capital continued	53,694	–	–	53,694
At 31 December 2023	53,694	–	–	53,694

		Allotted, called up and fully paid
	2023	2022	2023	2022
	Number	Number	£	£
Ordinary shares of 1p each:	750,000	750,000	7,500	7,500
At 31 December 2023 17 Reserves Subco Limited.	750,000 shareholders’ meeting of the Company. 18 Share Incentive Plan ordinary shares at the election of the Company.	750,000 ACCELER8 VENTURES PLC 31 maximising earnings per share and therefore shareholder return.	7,500 transaction costs relating to the issue of shares was deducted from share premium. Capital redemption reserve includes amounts in relation to deferred shared capital. The Directors have proposed that there will be no final dividend in respect of 2023 (2022: £Nil).	7,500 All shares are equally eligible to receive dividends and the repayment of capital and represent one vote at the Following a sub-division and re-designation of share capital in 2021, the issued share capital of the Company included 198 deferred shares of a par value of £0.01 each. On 21 May 2021, in accordance with article 5B of the Articles, the Company redeemed for nil consideration the deferred shares. Any amounts standing to the credit of any nominal or share premium account relating to deferred shares that were redeemed were credited to a capital reserve of the Company (see Note 17) and are available for use in accordance with the Companies Law. Share premium and retained earnings represent balances conventionally attributed to those descriptions. The The Group having no regulatory capital or similar requirements, its primary capital management focus is on The non-controlling interests reserves arises out of amounts due to holders of the B shares in Acceler8 Ventures On 14 July 2021, the Group created a Subco Incentive Scheme within its wholly owned subsidiary Acceler8 Ventures Subco Limited ("Subco"). Under the terms of the Subco Incentive Scheme, scheme participants are only rewarded if a predetermined level of shareholder value is created over a three to five year period or upon a change of control of the Company or Subco (whichever occurs first), calculated on a formula basis by reference to the growth in market capitalisation of the Company, following adjustments for the issue of any new Ordinary shares and taking into account dividends and capital returns ("Shareholder Value"), realised by the exercise by the beneficiaries of a put option in respect of their shares in Subco and satisfied either in cash or by the issue of new Under these arrangements in place, participants are entitled to up to 15 per cent. of the Shareholder Value created, subject to such Shareholder Value having increased by at least 12.5 per cent. per annum compounded over a period of between three and five years from admission or following a change of control of the Company or Subco.

DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247

Opening share price The inputs into the binomial model in respect of options granted in 2021 are as follows: 19 Share-based payments the Company (at the Company’s election) if certain conditions are met. value of the options. prior period. No B share options have expired during the current or prior period. relation to equity-settled share-based payments in the year. options at the date of grant. continued	£1 The Subco Incentive Scheme detailed in Note 18 is an equity-settled share option plan which allows employees and advisors of the Group to sell their B shares to the company in exchange for a cash payment or for shares in These conditions include good and bad leaver provisions and that growth in Shareholder Value of 12.5 percent compound per annum is delivered over a three to five year period for the scheme to vest. This second condition is therefore a market condition which has been taken into account in the measurement at grant date of the fair The weighted average exercise price of the outstanding B share options is £Nil which have a weighted average contractual life of 2 years 9 months. 29,000 B share options were issued in the nine-month period to 31 December 2021, all of which were outstanding at the current year end. No B share options were exercised in the current or The Group recognised £313 (2022: £313) of expenditure in the statement of total comprehensive income in The fair value of options granted is determined by applying a binominal model. The expense is apportioned over the vesting period of the option and is based on the number which are expected to vest and the fair value of these Notes forming part of the Consolidated Financial Statements
Expected volatility of share price	16.67%
Expected life of options	5 years
Risk-free rate 32 ACCELER8 VENTURES PLC Stock Exchange in order for the scheme to vest. advisors during the current or prior period. 20 Related party transactions Transactions with key management personnel Directors is disclosed in the Report of the Directors. “professional services” category of administrative expenses in the year.	0.71%
Target increase in share price per annum	12.5%
Fair value of options	5.397p Expected volatility was estimated by reference to the average 5-year volatility of the FTSE SmallCap Index. The target increase in Shareholder Value is laid out in the Articles of Association of the Subco and represents the compounded target annual increase in market capitalisation (adjusted for capital raises and dividends) that needs to be met between the third and fifth anniversary of the Group’s admission onto the Main Market of the London The Group did not enter into any share-based payment transactions with parties other than employees and Key management personnel comprise the Directors and executive officers. The remuneration of the individual An amount of £99,980 recognised within the operating loss for the year relates to a payment received by the Group under a cost indemnity arrangement (the “Cost Indemnity”) in place with a counterparty, over which a director of the Group has significant influence due to common directorships. Pursuant to the Cost Indemnity, the counterparty agreed to repay certain transaction expenses incurred by the Group in the event that an acquisition of the counterparty by the Group was not successfully concluded. This has resulted in an overall credit within the

DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247

ACCELER8 VENTURES PLC 33

Other transactions – Group

On 14 May 2021, the Group entered into an arm’s length strategic advisory agreement with Tessera (a company

which is a shareholder in the Company) pursuant to which Tessera has agreed to provide strategic and general

corporate advice, and acquisition and capital raising transaction support services to the Group.

Tessera will be paid a success fee on completion on the first acquisition, at an amount to be agreed between

Tessera and the Group. Following completion of the first acquisition, Tessera will provide services as requested

by the Group and will charge a fixed daily rate or monthly retainer fee depending on the volume of such services.

As at 31 December 2023, £Nil (2022: £1,011) was owed to Tessera by the Group.

21 Post balance sheet events

There are no events subsequent to the reporting date which would have a material impact on the financial

statements.

22 Contingent liabilities

There are no contingent liabilities at the reporting date which would have a material impact on the financial

statements.

Notes forming part of the Consolidated Financial Statements

continued

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34 ACCELER8 VENTURES PLC

2023 2022

Note £ £

Administrative expenses (56,367) (185,232)

Operating loss (56,367) (185,232)

Interest receivable 3 1,131 115

Loss on ordinary activities before taxation (55,236) (185,117)

Taxation charge – –

Loss for the year (55,236) (185,117)

All activities in both the current and the prior period relate to continuing operations.

The notes on pages 37 to 40 form part of these financial statements.

Company Profit and Loss

For the year ended 31 December 2023

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ACCELER8 VENTURES PLC 35

31 December 31 December 31 December 31 December

2023 2023 2022 2022

Note £ £ £ £

Non-current assets

Investment in subsidiaries 4 10 10

Current assets

Cash and cash equivalents 5 160,441 244,948

Other receivables 6 169 –

Prepayments 6 6,886 6,866

Total current assets 167,496 251,814

Total assets 167,506 251,824

Current liabilities

Trade and other payables 7 53,771 83,166

Total current liabilities 53,771 83,166

Total liabilities 53,771 83,166

Total net assets 113,735 168,658

Equity

Issued share capital 8 7,500 7,500

Share premium 729,598 729,598

Capital redemption reserve 2 2

Share-based payment reserve 772 459

Retained deficit (624,137) (568,901)

Shareholders’ funds 113,735 168,658

The Company financial statements were approved and authorised for issue by the Board on 23 April 2024

and were signed on its behalf by:

David Williams

Chairman

The notes on pages 37 to 40 form part of these financial statements.

Company Balance Sheet

As at 31 December 2023

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23/4/2024

36 ACCELER8 VENTURES PLC

Share-

Capital based

Share Share redemption payment Retained

capital premium reserve reserve deficit Total

£ £ £ £ £ £

At 31 December 2021 7,500 729,598 2 146 (383,784) 353,462

Loss for the year – – – – (185,117) (185,117)

Transactions with owners in

their capacity as owners:

Share-based payment charge – – – 313 – 313

At 31 December 2022 7,500 729,598 2 459 (568,901) 168,658

Loss for the year – – – – (55,236) (55,236)

Transactions with owners in

their capacity as owners:

Share-based payment charge – – – 313 – 313

At 31 December 2023 7,500 729,598 2 772 (624,137) 113,735

The notes on pages 37 to 40 form part of these financial statements.

Company Statement of Changes in Equity

For the year ended 31 December 2023

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ACCELER8 VENTURES PLC 37

1 Material accounting policies

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods

presented in theses financial statements.

The principal policies adopted in the preparation of the Company financial statements are as follows:

(a) Basis of preparation

These financial statements have been prepared in accordance with the requirements of FRS 101 “Reduced

disclosure Framework”, the Financial Reporting Standard applicable in the UK and the requirements of the

Companies (Jersey) Law 1991.

The financial statements are prepared on the historical cost basis.

The comparative figures presented cover the year ended to 31 December 2022.

(b) Investments

Investments in subsidiary undertakings are stated at cost unless, in the opinion of the Directors, there has been

impairment to their value, in which case they are written down to their recoverable amount.

(c) Functional and presentational currency

The Company’s functional and presentational currency for these financial statements is the pound sterling.

(d) Going concern

The Company was formed as an acquisition company to seek investment and acquisition opportunities in the

industrial, construction and business services sectors, and software and technology companies which service

those industries.

The Directors, having made due and careful enquiry, are of the opinion that the Company has adequate working

capital to execute their operations over the next 12 months (the “going concern period”). The Company’s unaudited

cash balance as at 12 April 2024 was £112,117. Excluding the consummation of any investment or acquisition,

which will likely require specific funding, the Company has adequate resources available to fund the on-going

forecast operating expenses during the going concern period as a result of the Company’s current unaudited

cash balance, as well as the provision of a letter of financial support provided by the Directors. Having also

performed additional stress testing on the forecasts, the Directors are comfortable there are also sufficient

mitigating actions on the incurring of expenditure within the business that could be taken, to ensure the business

can meet its ongoing liabilities as they fall due. The Directors, therefore, have made an informed judgement at

the time of approving the financial statements, that there is a reasonable expectation that the Company has

adequate resources to continue in operational existence for the foreseeable future. As a result, the Directors have

adopted the going concern basis of accounting in preparing the annual financial statements.

(e) Interest receivable

Interest receivable is recognised on a time-proportion basis using the effective interest rate method.

(f) Financial assets and liabilities

The Company’s financial assets and liabilities comprise of cash and trade and other payables.

Trade and other payables are not interest bearing and are stated at their amortised cost.

(g) Taxation

Current tax is the expected tax payable on the taxable income for the year.

(h) Related party transactions

The Group discloses transactions with related parties which are not wholly owned with the same group. It does

not disclose transactions with members of the same group that are wholly owned.

Notes forming part of the Company Financial Statements

For the year ended 31 December 2023

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38 ACCELER8 VENTURES PLC

Notes forming part of the Company Financial Statements

continued

(i) Disclosure exemptions adopted

In preparing these financial statements the Company has taken advantage of disclosure exemptions conferred

by FRS101. Therefore, these financial statements do not include:

l Certain disclosures regarding the Company's capital

l A statement of cash flows

l The effect of future accounting standards not yet adopted

l The disclosure of the remuneration of key management personnel; and

l Disclosure of related party transactions with other wholly owned members of the Group headed by

Acceler8Ventures Plc.

In addition, and in accordance with FRS101 further disclosure exemptions have been adopted because equivalent

disclosures are included in the consolidated financial statements of Acceler8 Ventures Plc. These financial

statements do not include certain disclosures in respect of:

l Share-based payments

l Impairment of assets

l Disclosures required in relation to financial instruments and capital management

(j) Judgements and key areas of estimation uncertainty

In preparing the Company financial statements, the Directors have to make judgments on how to apply the

Company's accounting policies and make estimates about the future. The Directors do not consider there to be

any critical judgments that have been made in arriving at the amounts recognised in the Company financial

statements.

2 Employees

Staff costs, including Directors, consist of:

2023 2022

£ £

Wages and salaries 43,464 40,000

43,464 40,000

2023 2022

Number Number

The average number of employees, including Directors, during the year was: 2 2

Of the wages and salaries recognised in the current year, £40,000 relates to remuneration for qualifying services

in the current year and £3,464 relates to remuneration for qualifying services in prior periods that have been

recognised in the current year.

3 Interest receivable

2023 2022

£ £

Bank interest receivable 1,131 115

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ACCELER8 VENTURES PLC 39

Notes forming part of the Company Financial Statements

continued

4 Investment in subsidiaries

Shares in

subsidiary

undertakings

£

Cost and net book value

At 31 December 2022 and 31 December 2023 10

Details of the Company’s subsidiaries are shown in Note 11 of the consolidated financial statements.

5 Cash and cash equivalents

2023 2022

£ £

Cash and cash equivalents 160,441 244,948

160,441 244,948

6 Trade and other receivables

2023 2022

£ £

Other receivables 169 –

Prepayments 6,886 6,866

7,055 6,866

All amounts shown under receivables fall due for payment within one year.

7 Trade and other payables

2023 2022

£ £

Amounts due to subsidiary undertakings 77 77

Accruals 53,694 83,089

53,771 83,166

Amounts due to subsidiary undertakings are interest-free and repayable on demand.

8 Share capital

Allotted, called up and fully paid

2023 2022 2023 2022

Number Number £000 £000

Ordinary A shares of 1p each 750,000 750,000 7,500 7,500

For the full details of the share capital movements in the year, please see Note 16 of the consolidated financial

statements.

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40 ACCELER8 VENTURES PLC

Notes forming part of the Company Financial Statements

continued

9 Related party transactions

Transactions with key management personnel

An amount of £99,980 recognised within the operating loss for the year relates to a payment received by the

Company under a cost indemnity arrangement (the “Cost Indemnity”) in place with a counterparty, over which a

director of the Company has significant influence due to common directorships. Pursuant to the Cost Indemnity,

the counterparty agreed to repay certain transaction expenses incurred by the Company in the event that an

acquisition of the counterparty by the Company was not successfully concluded. This has resulted in an overall

credit within the “professional services” category of administrative expenses in the year.

Other transactions

On 14 May 2021, the Company entered into an arm’s length strategic advisory agreement with Tessera (a

company which is a shareholder in the Company) pursuant to which Tessera has agreed to provide strategic and

general corporate advice, and acquisition and capital raising transaction support services to the Company.

Tessera will be paid a success fee on completion on the first acquisition, at an amount to be agreed between

Tessera and the Company. Following completion of the first acquisition, Tessera will provide services as requested

by the Company and will charge a fixed daily rate or monthly retainer fee depending on the volume of such

services. As at 31 December 2023, £Nil (2022: £1,011) was owed to Tessera by the Company.

Transactions with other Group companies have not been disclosed as permitted by FRS101, as the Group

companies are wholly owned.

10 Contingent liabilities

There are no contingent liabilities at the reporting date which would have a material impact on the financial

statements.

11 Post balance sheet events

There are no events subsequent to the reporting date which would have a material impact on the financial

statements.

12 Ultimate controlling party

In the opinion of the Directors, there is no single ultimate controlling party.

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Perivan.com

268307

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