MARWYN ACQUISITION COMPANY II LIMITED

Consolidated Financial Statements

For the year ended 30 June 2022

CONTENTS

Management Report 2

Responsibility Statement 10

Independent Auditors’ Report 12

Consolidated Statement of Comprehensive Income 16

Consolidated Statement of Financial Position 17

Consolidated Statement of Changes in Equity 18

Consolidated Statement of Cash Flows 19

Notes to the Consolidated Financial Statements 20

Advisors 36

MANAGEMENT REPORT

We present to shareholders the audited consolidated financial statements of Marwyn Acquisition Company II

Limited (the “Company”) for the year ended 30 June 2022 (the “Financial Statements”), consolidating the results

of Marwyn Acquisition Company II Limited and its subsidiary, MAC II (BVI) Limited (collectively, the “Group”).

Strategy

Marwyn Acquisition Company II is an acquisition vehicle listed on the standard segment of the London Stock

Exchange. The vehicle is led by Chairman Mark Hodges, who was previously CEO of ReAssure, prior to which he

held senior executive plc board positions at a number of large financial services and consumer businesses

including Centrica, Towergate and Aviva.

The Company is backed by Marwyn who have launched 11 previous comparable acquisition vehicles that have

acquired platform businesses, which include Advanced Computer Software, BCA Marketplace, Breedon

Aggregates and Entertainment One.

The company is pursuing its stated investment strategy of seeking acquisition opportunities in the financial

services, consumer and technology sectors.

The Directors believe that the current market backdrop has, amongst a range of drivers, four notable interrelated

themes, shaping a clear customer need that remains largely unmet.

1. Changing Population and demographics

Per recent estimates, there are currently 21 million people aged 55 and over in the UK (2020) and 99 million

people aged 55 and over in the US (2021). This global trend is likely to have a significant impact on

economies, social care systems and household finances and the Directors believe future financial solutions

will need to reflect an increasing level of intergenerational financial and social dependencies with financial

products, advice and life solutions needing to be tailored to meet a spectrum of complex multi-generational

needs.

2. Wealth transfer and the role of families

Intergenerational wealth transfer is expected to exceed US$68 trillion, with £5.5 trillion of this in the UK,

underpinning the increasing importance of the role played by families in providing future financial solutions.

· In the UK, one in every two first-time buyers aged under 35 is receiving financial support from their

parents;

· 71% of these new homeowners say they would not have been likely to buy without financial support

from family or friends;

· 75% of parents provide financial support to children who have left home;

· 43% of parents with children aged 30+ say they are helping them financially;

· In the US in 2018, families and friends supported one in every five existing home buyers with the

purchase of 1.2 million homes, financing US$317 billion worth of homes; and

· US parents are spending US$500 billion on their adult children per annum.

3. Social and non-financial family support

· 5.4 million people in the UK provide unpaid care for a friend or family member with over 1.4 million

people providing fifty or more hours of care per week. The peak age of carers in the UK is 55-64 with

29% of adults providing care and 22% of people aged over 65 providing unpaid care.

· In the US, where 53 million people are providing unpaid care to an adult with health or functional needs.

61% of these carers are fully employed and 45% say caregiving had at least one financial impact (e.g.

stopped saving or took on more debt).

· 10 million caregivers (25% of US caregivers) fall into the millennial age range (22-37), of which, 73% are

employed but also spend an average of 21 hours a week caring for loved ones.

4. Concentration of wealth

· In the UK, household wealth is principally concentrated in property (36%) and pension assets (42%);

· In the US, household wealth is similarly concentrated in pensions (20%), real estate (24%) and equities

(27%).

MANAGEMENT REPORT

Opportunities for a new approach to family-focussed financial solutions

With the combination of these social and macroeconomic conditions and trends, the Directors believe all

generations are facing increasingly challenging financial situations which are creating several problems to be

solved. The Directors believe there is a well-defined need and opportunity, now more than ever, for clear and

impartial support and solutions to be provided to, and shared amongst, friends, family and peers.

Strategy Execution

The Company intends to execute its strategy through a combination of selective M&A of platform and bolt-on

businesses, potential strategic partnerships with established financial services operators as well as ongoing

operational improvements. Target company market segments, principally expected to be in the UK and US, may

include, but are not limited to:

· FinTech digital platforms;

· Digital content platforms;

· Life and pensions;

· Life-insurance assets;

· Lifetime mortgages and equity release;

· Wealth managers and advisers;

· Brokerage and associated services;

· Mortgage advisory;

· Healthcare related services;

· Estate planning and associated legal and tax services; and

· Later life planning and assisted care services.

Activity

The Company was incorporated on 31 July 2020 and subsequently listed on the Main Market of the London Stock

Exchange on 4 December 2020. The Company has been formed for the purpose of effecting a merger, share

exchange, asset acquisition, share or debt purchase, reorganisation or similar business combination with one or

more businesses. The Company's objective is to generate attractive long term returns for shareholders and to

enhance value by supporting sustainable growth, acquisitions and performance improvements within the

acquired companies.

On 29 March 2022, the Company announced the launch of a 12-month placing programme (the “Placing

Programme”) pursuant to which the Company has the ability to issue up to 500 million C ordinary redeemable

shares (“C Shares”) at an issue price of £1 per C share in order to raise up to an aggregate of £500 million.

On 20 June 2022, the Company announced the appointment of Mark Hodges as Chairman. In connection with

this appointment, the strategy of the Company was refined as set out above. Mark Hodges’ biography is set out

on page 4. During the year and to the date of this report, the Company has continued to assess potential

acquisition opportunities in line with its stated strategy.

Results

The Group’s total comprehensive loss for the year to 30 June 2022 was £1,934,518 (period ended 30 June 2021:

£636,096). Of the costs incurred in the year, £793,214 (period ended 30 June 2021: £263,769) relates to non-

recurring project costs. The Group held a cash balance at the year end of £10,254,198 (2021: £12,255,387). The

Group has not yet acquired an operating business and as such is not yet income generating.

In connection with the Company’s ongoing activities, an asset has been recorded for costs associated with a

further equity raise at the balance sheet date as disclosed in Note 10. There is currently no certainty that the

potential capital raise will take place nor of its terms should it do so.

Directors

The Directors during the year and subsequently are:

Mark Hodges (Chairman) – appointed 19 June 2022

James Corsellis – stepped down as Chairman effective 19 June 2022 and remains a director of the Company

Mark Brangstrup Watts

MANAGEMENT REPORT

Directors’ Biographies

Mark Hodges

Mark Hodges is the Chairman of the Company and has over 30 years’ experience across the financial services

and consumer sectors, including extensive FTSE 100 PLC board experience with Centrica plc and Aviva plc. As

former CEO of ReAssure, Mark led the business through the £425m acquisition of Quilter’s UK Heritage business

and oversaw the sale of Reassure to Phoenix Group Holdings in 2020 for £3.25bn. At the time of the sale,

ReAssure had approximately £80bn of assets under administration, 4 million customers and approximately 2,500

employees.

Previously, Mark was CEO of Centrica’s £11bn revenue consumer division, which included British Gas in the UK,

Bord Gais in Ireland, Direct Energy in the US and Hive globally. Mark was hired from outside the energy sector

as a change agent to simplify and modernise the business to make it more efficient, more customer-focused and

less product-led. Mark’s mandate included the improvement of digital channels, the growth of new revenue

streams, and to drive cultural change. During his tenure, Mark oversaw a growth in the Hive customer base from

approximately 200,000 customers to more than 1.3 million.

Before this, Mark led Towergate Insurance, a 5,000-employee business with revenue of more than £400m and

serving approximately 2 million customers. Mark was responsible for formulating the group strategy and

oversaw the acquisition of 50 specialist insurance businesses, significantly bolstered the new executive team and

management below executive level, oversaw the complete rebuild of governance and operational control

frameworks to bring in line with regulatory standards, and carried out a fundamental operational restructuring,

including the establishment of a market leading 400 person contact centre in Manchester.

Mark previously spent more than 20 years with Aviva across a variety of senior finance, planning and strategy

roles, including CEO of UK Life and Pensions and latterly as Aviva UK Chief Executive and board member of Aviva

plc. As CEO of Aviva UK, Mark led a business with annual revenues of £15bn, £1.4bn in operating profits, and

approximately 20,000 staff. Mark’s highlights at Aviva include the creation of a new strategy for the UK business

and implementation of a new operating model to create the largest composite insurer in the UK that saw a return

to growth of the General Insurance business, developing a vision for the integrated UK business that generated

significant annual cost savings and led to sustained outperformance of the UK Life Business, and leading the

turnaround in the UK Life Insurance business to deliver growth, reduced costs, improved profitability, improved

customer service (NPS), and improved people engagement as well as overseeing the brand change from Norwich

Union to Aviva. During his tenure with Norwich Union, Mark was involved in the acquisition of London &

Edinburgh in 1996, demutualised and floated Norwich Union on the London Stock Exchange in 1997 and merged

with CGU in 2000. He subsequently oversaw the acquisition of RAC PLC in 2005 for £1.25bn

James Corsellis

James brings extensive public company experience as well as management and corporate finance expertise

across a range of sectors and an extensive network of relationships with co-investors, advisers and other business

leaders.

Previously James has served as a director of the following companies: a non-executive director of BCA

Marketplace Limited (formerly BCA Marketplace Plc) from July 2014 to December 2017, Advanced Computer

Software from October 2006 to August 2008, non-executive chairman of Entertainment One Limited from

January 2007 to March 2014 and remaining on the board as a non-executive director until July 2015, non-

executive director of Breedon Aggregates Limited from March 2009 to July 2011 and as CEO of icollector Plc from

1994-2001 amongst others. James was educated at Oxford Brookes University, the Sorbonne and London

University.

James is a managing partner of Marwyn Capital LLP and Marwyn Investment Management LLP, an executive

director of Silvercloud Holdings Limited, and the chairman of Marwyn Acquisition Company Plc, Marwyn

Acquisition Company III Limited and MAC Alpha Limited.

MANAGEMENT REPORT

Mark Brangstrup Watts

Mark has many years of experience deploying long term investment strategies in the public markets. Mark brings

his background in strategic consultancy to the management team, having been responsible for strategic

development projects at a range of international companies including Ford Motors Company (US), Cummins

(Japan) and 3M (Europe).

Previously Mark has served a director of the following companies: a non-executive director of Zegona

Communications Plc from January 2015 to May 2020, BCA Marketplace Limited (formerly BCA Marketplace Plc)

from July 2014 to December 2017, Advanced Computer Software from October 2006 to September 2012,

Entertainment One Limited from June 2009 to July 2013, Silverdell Plc from March 2006 to December 2013,

Inspicio Holdings Limited from October 2005 to February 2008 and Talarius Limited September 2005 to February

2007 amongst others. Mark has a BA in Theology and Philosophy from King’s College, London.

Mark is a managing partner of Marwyn Capital LLP and Marwyn Investment Management LLP, an executive

director of Silvercloud Holdings Limited, and a director of Marwyn Acquisition Company Plc, Marwyn Acquisition

Company III Limited, MAC Alpha Limited and AdvancedAdvT Limited.

Dividend Policy

The Company has not yet acquired a trading business and it is therefore inappropriate to make a forecast of the

likelihood of any future dividends. The Directors intend to determine the Company’s dividend policy following

completion of an acquisition and, in any event, will only commence the payment of dividends when it becomes

commercially prudent to do so.

Key Performance Indicators

The Company has not yet acquired a trading business and therefore no key performance indicators have been

set as it is inappropriate to do so.

Stated Capital

Details of the stated capital of the Company during the year are set out in Note 14 to the Financial Statements.

On 4 December 2020 the Company issued 700,000 ordinary shares and matching warrants for a total price of

£700,000. 75% of the ordinary shares and matching warrants were issued to an entity managed by Marwyn

Investment Management LLP (“MIM LLP”), the remaining 25% were issued to senior executive managers of

previous successful acquisition companies launched by Marwyn.

On 20 April 2021, the Company issued 12 million A shares to an entity managed by MIM LLP (with class A warrants

being issued on the basis of one class A warrant per A share), for a total price of £12,000,000.

On 29 March 2022, the Company announced the launch of the Placing Programme pursuant to which the

Company has the ability to issue up to 500 million C Shares at an issue price of £1 per C share in order to raise

up to an aggregate of £500 million. As at the date of these Financial Statements, no C Shares have been issued.

Corporate Governance

As a company with a Standard Listing, the Company is not required to comply with the provisions of the UK

Corporate Governance Code and given the size and nature of the Group the Directors have decided not to adopt

the UK Corporate Governance Code. Nevertheless, the Board is committed to maintaining high standards of

corporate governance and will consider whether to voluntarily adopt and comply with the UK Corporate

Governance Code as part of any acquisition, taking into account the Company's size and status at that time.

MANAGEMENT REPORT

The Company currently complies with the following principles of the UK Corporate Governance Code:

• The Company is led by an effective and entrepreneurial Board, whose role is to promote the long term

sustainable success of the Company, generating value for shareholders and contributing to wider

society;

• The Board ensures that it has the policies, processes, information, time and resources it needs in order

to function effectively and efficiently; and

• The Board ensures that the necessary resources are in place for the company to meet its objectives and

measure performance against them.

Given the size and nature of the Company, the Board has not established any committees and intends to make

decisions as a whole. If the need should arise in the future, for example following any acquisition, the Board may

set up committees and may decide to comply with the UK Corporate Governance Code.

Risk management and internal control systems

A robust risk assessment was carried out by the Directors of the Company, along with its advisers, in preparation

for the Company’s IPO on 4 December 2020 and the Directors have identified a wide range of risks, which are

set out in the Company’s prospectus dated 4 December 2020. As part of the launch of the Placing Programme

an updated robust risk assessment was carried out by the Directors of the Company, along with its advisers and

the wide range of risks identified are set out in the Company’s prospectus dated 31 March 2022.

The Company’s prospectuses are available on the Company’s website: www.marwynac2.com.

The Company’s risk management framework incorporates a risk assessment that identifies and assesses the

strategic, operational and financial risks facing the business and mitigating controls. The risk assessment is

documented through a risk register which categorises the key risks faced by the business into:

• Business risks;

• Shareholder risks;

• Financial and procedural risks; and

• Risks associated with the acquisition process.

The risk assessment identifies the potential impact and likelihood of each of the risks detailed on the risk register

and mitigating factors/actions have also been identified.

The Company’s risk management process includes both formal and informal elements. The size of the Board and

the frequency in which they interact ensures that new risks, or changes to the nature of the Company’s existing

risks, are identified, discussed and analysed quickly. The Company’s governance framework, including formal

periodic board meetings with standing agendas, ensures that the Company has a formal framework in place to

manage the review, consideration and formal approval of the risk register, including risk assessment.

The Group’s only significant asset is cash. As at the statement of financial position date the Group’s cash balance

was £10,254,198 (2021: £12,255,387). Price, credit, liquidity and cashflow risk are not considered to be

significant due to the simple nature of the Company’s assets and liabilities and the current activities undertaken

by the Group. The Directors have reviewed the risk of holding a singular concentration of assets and do not deem

this a material risk, as set out in Note 16 of these financial statements. The Directors have set out below the

principal risks faced by the business. These are the risks the Directors consider to be most relevant to the

Company based on its current status. The risks referred to below do not purport to be exhaustive and are not

set out in any particular order of priority.

MANAGEMENT REPORT

Key risk

Explanation

The Company could

incur costs for

transactions that

may ultimately be

unsuccessful.

There is a risk that the Company may incur substantial legal, financial and advisory

expenses arising from unsuccessful transactions which may include public offer and

transaction documentation, legal, accounting and other due diligence which could

have a material adverse effect on the business, financial condition, results of

operations and prospects of the Company.

The Company may

not be able to

complete an

acquisition.

The Company's future success is dependent upon its ability to not only identify

opportunities but also to execute a successful acquisition. There can be no assurance

that the Company will be able to conclude agreements with any target business and/or

shareholders in the future and failure to do so could result in the loss of an investor's

investment. In addition, the Company may not be able to raise the additional funds

required to acquire any target business, fund future operating expenses after the initial

twelve months, or incur the expense of due diligence for the pursuit of acquisition

opportunities in accordance with its investment objective.

The Company may

face significant

competition for

acquisition

opportunities.

There may be significant competition for some or all of the acquisition opportunities

that the Company may explore. Such competition may for example come from

strategic buyers, sovereign wealth funds, special purpose acquisition companies and

public and private investment funds, many of which are well established and have

extensive experience in identifying and completing acquisitions. A number of these

competitors may possess greater technical, financial, human and other resources than

the Company. Therefore, the Company may identify an investment opportunity in

respect of which it incurs costs, for example through due diligence and/or financing,

but the Company cannot assure investors

that it will be successful against such

competition. Such competition may cause the Company to incur significant costs but

be unsuccessful in executing an acquisition or may result in a successful acquisition

being made at a significantly higher price than would otherwise have been the case

which could materially adversely impact the business, financial condition, result of

operations and prospects of the Company.

Even if the Group

completes the

Business

Acquisition, any

technological,

strategic, operating

and financial

improvements

proposed and

implemented may

not be successful.

The success of any of the Group’s acquisitions may depend in part on the Group’s

ability to implement the necessary technological, strategic, operational and financial

change programmes in order to transform the acquired business and improve its

financial performance. Implementing change programmes within an acquired business

may require significant modifications, including changes to hardware and other

business assets, operating and financial processes and technology, software, business

systems, management techniques and personnel, including senior management.

There is no certainty that the Group will be able to successfully implement such change

programmes within a reasonable timescale and cost, and any inability to do so could

have a material adverse impact on the Company’s performance and prospects.

Specifically, in the context of operational improvements and financial performance,

the Company may not be able to propose and implement effective operational

improvements for the target business with which the Group completes an acquisition.

Such target businesses may not be able to generate the expected margins or cash

flows. Although the Group assesses each target business, these assessments are

subject to a number of assumptions and estimates concerning markets, profitability,

growth, interest rates and company and asset valuations. The Group’s assessments of,

and assumptions regarding, target businesses may prove to be incorrect and actual

developments may differ significantly from the Group’s expectations. In addition, even

if the Group completes an acquisition, general economic and market conditions or

other factors outside the Company’s control make the Company’s operating strategies

difficult or impossible to implement.

MANAGEMENT REPORT

Directors interests

The Directors have no direct interests in the ordinary shares of the Company. The Directors have interests in the

Company’s long term incentive plan, as detailed in Note 17 to the Financial Statements. James Corsellis and Mark

Brangstrup Watts are managing partners of MIM LLP which manages 75% per cent of the ordinary shares and

matching warrants, and 100% of the A shares and matching A warrants issued by the Company. James Corsellis

and Mark Brangstrup Watts are also managing partners of Marwyn Capital LLP, a firm which provides corporate

finance, company secretarial and ad-hoc managed services support to the Company. Details of the related party

transactions which occurred during the year are disclosed in Note 18 to the Financial Statements, save for the

participation in the Company’s long term incentive plan as disclosed in Note 17 to the Financial Statements.

There were no loans or guarantees granted or provided by the Company and/or any of its subsidiaries to or for

the benefit of any of the Directors.

Statement of Going Concern

The Financial Statements have been prepared on a going concern basis, which assumes that the Group will

continue to be able to meet its liabilities as they fall due for the foreseeable future. The Directors have considered

the financial position of the Group and have reviewed forecasts and budgets for a period of at least 12 months

following the approval of the Financial Statements.

At 30 June 2022, the Group has net assets of £8,247,216 (2021: £10,180,565) and a cash balance of £10,254,198

(2021: £12,255,387). The Company has sufficient resources to continue to pursue its investment strategy which

may include effecting a merger, share exchange, asset acquisition, share or debt purchase, reorganisation or

similar business combination with one or more businesses. Subject to the structure of any acquisition, the

Company may need to raise additional funds to finance the acquisition in the form of equity and/or debt. The

capital structure of the Company enables it to issue different types of shares in order to raise equity to fund an

acquisition. As set out in the Management Report, during 2022, the Company has launched the

PlacingProgramme, under which the Company has the ability to raise up to £500 million via the issuance of C

Shares. No C Shares have yet been issued as at the date of these Financial Statements. The Company can also

raise capital via the issuance of further ordinary shares or via the issuance of unlisted B shares which would be

issued in conjunction with a private placement memorandum to qualifying institutional investors, and

exchangeable into listed ordinary shares on re-admission. The ability of the Company to raise additional funds

in relation to an acquisition may affect its ability to complete that acquisition. Other factors outside of the

Company’s control may also impact on the Company’s ability to complete that acquisition. The key risks relating

to the Company’s ability to execute its stated strategy are set out on page 7.

The Company also entered into a forward purchase agreement (“FPA”) on 27 November 2020 with Marwyn

Value Investors II LP (‘’MVI II LP’’) of up to £20 million, which may be drawn for general working capital purposes

and to fund due diligence costs. Any drawdown is subject to the prior approval of MVI II LP and the satisfaction

of conditions precedent. At 30 June 2022 £12 million had been drawn down under the FPA. Whilst the FPA

provides a mechanism for the Company to raise additional funds, as any drawdown is not under the exclusive

control on the Company, all cashflow and working capital forecasts have been prepared without any further

draw down on the FPA being assumed.

Furthermore, the Directors have considered the ongoing impact of the Covid-19 pandemic, conflict in Ukraine

and current macro-economic factors on the Group’s forecast cashflows and liabilities, concluding that prior to

completing a transaction, these have no material impact on the Group due to the nature of its operations.

The Directors have also considered the ongoing operating costs expected to be incurred by the business over at

least the next 12 months. Based on their review the Directors have concluded that there are no material

uncertainties relating to going concern of the Group and as such the Financial Statements have been prepared

on a going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall

due within the next 12 months from the date of approval of the Financial Statements.

Outlook

The Directors believe that the current market backdrop provides a compelling need for a new approach to family-

focussed financial solutions, with the opportunity to build a business through selective M&A and a strategic

vision to address this. The Company continues to progress discussions regarding potential acquisition

MANAGEMENT REPORT

opportunities, as well as potential executive management appointments, which the Directors believe can deliver

both the shareholder returns and broader stakeholder benefits that can be generated from a successful

execution of the strategy.

RESPONSIBILITY STATEMENT

The Directors are responsible for preparing the consolidated financial statements in accordance with applicable

laws and regulations,

including the BVI Business Companies Act, 2004. The Directors have prepared the financial

statements for the year to 30 June 2022, which give a true and fair view of the state of affairs of the Group and

the loss of the Group for that year.

The Directors have acted honestly and in good faith and in what the Directors believes to be in the best interests

of the Company.

The Directors have chosen to use International Financial Reporting Standards as adopted by the European Union

(“IFRS”) in preparing the Group’s financial statements. International Accounting Standard 1 requires that

financial statements present fairly for each financial year the group’s financial position, financial performance

and cash flows. This requires the faithful presentation of the effects of transactions, other events and conditions

in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in

the International Accounting Standards Board’s “Framework for the preparation and presentation of financial

statements”. In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable

IFRS.

A fair presentation also requires the Directors to:

• select consistently and apply appropriate accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable,

comparable and understandable information;

• make judgements and accounting estimates that are reasonable and prudent;

• provide additional disclosures when compliance with the specific requirements in IFRS is insufficient

to enable users to understand the impact of particular transactions, other events and conditions on the

entity’s financial position and financial performance;

• state that the Group has complied with IFRS, subject to any material departures disclosed and

explained in the financial statements; and

• 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 also required to prepare financial statements in accordance with the rules of the London Stock

Exchange for companies trading securities on the Stock Exchange.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at

any time the financial position of the Group, for safeguarding the assets, for taking reasonable steps for the

prevention and detection of fraud and other irregularities and for the preparation of financial statements.

Financial information is published on the Group’s website. The maintenance and integrity of this website is the

responsibility of the Directors; the work carried out by the auditor does not involve consideration of these

matters and, accordingly, the auditor’s accept no responsibility for any changes that may occur to the financial

statements after they are presented initially on the website. Legislation in the British Virgin Islands governing

the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors’ Responsibilities Pursuant to DTR4

In compliance with the Listing Rules of the London Stock Exchange, the Directors confirm to the best of their

knowledge:

• The Financial Statements have been prepared in accordance with IFRS and give a true and fair view of

the assets, liabilities, financial position and loss of the Group; and

• The management report includes a fair review of the development and performance of the business

and the financial position of the Group, together with a description of the principal risks and

uncertainties that it faces.

RESPONSIBILITY STATEMENT

Independent Auditor

Baker Tilly Channel Islands Limited ("BTCI") was appointed as the Company's independent auditor during the

year. BTCI has expressed its willingness to continue to act as auditor to the Group.

Disclosure of Information to Auditor

Each of the Directors in office at the date the Report of the Directors is approved, whose names and functions

are listed in the Report of the Directors, confirm that, to the best of their knowledge:

• so far as they are aware, there is no relevant audit information of which the Group’s auditor is unaware;

and

• they have taken all the steps that they ought to have taken as a Director in order to make themself

aware of any relevant audit information and to establish that the Group’s auditor is aware of that

information.

This Directors’ Report was approved by the Board of Directors on 21 October 2022 and is signed on its behalf.

By Order of the Board

Mark Hodges

Chairman

21 October 2022

INDEPENDENT AUDITOR’S REPORT

Independent auditor’s report to the members of Marwyn Acquisition Company II Limited

Opinion

We have audited the consolidated financial statements of Marwyn Acquisition Company II Limited (the

“Company” and, together with its subsidiary, MAC II (BVI) Limited, the “Group”), which comprise the

consolidated statement of financial position as at 30 June 2022, and the consolidated statement of

comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows

for the year then ended, and notes to the consolidated financial statements, including a summary of significant

accounting policies.

In our opinion, the accompanying consolidated financial statements:

• give a true and fair view of the consolidated financial position of the Group as at 30 June 2022, and of its

consolidated financial performance and its consolidated cash flows for the year then ended in accordance

with International Financial Reporting Standards as adopted by the European Union (IFRSs); and

• have been prepared in accordance with the requirements of the BVI Business Company Act 2004, as

amended.

Basis for opinion

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

Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of

the Consolidated 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 consolidated financial statements in Jersey,

including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with

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

provide a basis for our opinion.

Key audit matters

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

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

material misstatement (whether or not due to fraud) identified by us, including those 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 consolidated financial

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

matters.

Key audit matter

How our audit addressed the

matter

Key observations communicated

to those charged with governance

Equity and Warrants Issuance

The warrants issued to investors

are subject to judgement in both

classification and valuation.

The classification of the warrants is

complex and must consider the

nature and details of the

instruments’

contracts to

determine

the correct

classification between equity and

liabilities.

Further the fair value of these

warrants was determined using

the Black Scholes option pricing

methodology which considered

the exercise price, expected

Our audit procedures included, but

were not limited to:

Classification:

We obtained an understanding of

management’s assessment for the

classification of these instruments

and the rationale for their

classification.

We reviewed, in conjunction with

our Technical Director the

classification of these instruments

and management’s assessment in

accordance with IAS 32 and IFRS 9

and we challeng

ed management

on their assessment.

Based on the procedures

performed, we are satisfied that

management’s judgements and

estimates in respect of the

valuation and classification of

warrants for the year

ended 30

June 2022 along with the related

disclosures in the consolidated

financial statements are

appropriate.

We have nothing to report to those

charged with governance from our

testing.

INDEPENDENT AUDITOR’S REPORT

volatility, risk free rate, expected

dividen

ds and expected term of

the warrants which is complex and

involves estimates and

judgements.

Financial Statement Impact:

£2,413,000

Fair Value of Warrants

The accounting policies on pages

22 and 23 sets out the treatment

applied by management, and

related disclosures are presented

in Note 13.

Valuation:

We obtained the valuation report

prepared by management’s

expert.

We performed the review of and

validation of the valuation

assumptions, methodology and

calculations in respect of the

valuation of the instruments and

determined whether it was in

accordance with the requirements

of IFRS 9 and IFRS 13.

Disclosure:

We reviewed the relevant

disclosures in the consolidated

financial statements in accordance

with the requirements of the IFRS

as adopted by the European Union

and performed a financial

statement disclosure checklist

utilising specialist software.

Other matter

The financial statements for the period ended 30 June 2021 were audited by the previous auditor, as listed on

page 35 of the financial statements, who expressed an unmodified opinion on those statements on 29 October

2021.

Our application of Materiality

Materiality for the consolidated financial statements as a whole was set at £211,000, determined with reference

to a benchmark of Net Assets, of which it represents 2.5%.

In line with our audit methodology, our procedures on individual account balances and disclosures were

performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that

individually immaterial misstatements in individual account balances add up to a material amount across the

consolidated financial statements as a whole.

Performance materiality was set at 70% of materiality for the consolidated financial statements as a whole,

which equates to £147,700. We applied this percentage in our determination of performance materiality

because we did not identify any factors indicating an elevated level of risk.

We reported to the Board of Directors any uncorrected omissions or misstatements exceeding £10,550, in

addition to those that warranted reporting on qualitative grounds.

All Group companies were within the scope of testing by the Group audit team.

Conclusions relating to Going Concern

In auditing the consolidated financial statements, we have concluded that the Directors’ use of the going concern

basis of accounting in the preparation of the consolidated financial statements is appropriate.

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 and Company’s ability to

continue as a going concern for a period of at least twelve months from when the consolidated 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.

INDEPENDENT AUDITOR’S REPORT

Other information

The other information comprises the information included in the annual report other than the consolidated

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 consolidated 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 consolidated 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 consolidated financial statements themselves. If, based on the work

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.

Responsibilities of the Directors

As explained more fully in the Directors’ responsibility statement set out on pages 10 and 11, the Directors are

responsible for the preparation of consolidated financial statements that give a true and fair view in accordance

with IFRSs, and for such internal control as the Directors determine is necessary to enable the preparation of

consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the Group and

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 management either intends to liquidate the Company or to

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

The Directors are responsible for overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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 will always detect a material misstatement when it exists. Misstatements can

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

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

statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

• Enquiry of management to identify any instances of non-compliance with laws and regulations, including

actual, suspected or alleged fraud;

• Reading minutes of meetings of the Board of Directors;

• Review of legal invoices;

• Review of management’s significant estimates and judgements for evidence of bias;

• Review for undisclosed related party transactions;

• Obtained and reviewed bank statements as well as reviewed ledgers and minutes to ensure finance income

is complete and as per our expectation;

• Using analytical procedures to identify any unusual or unexpected relationships; and

• Undertaking journal testing, including an analysis of manual journal entries to assess whether there were

large and/or unusual entries pointing to irregularities, including fraud.

A further description of the auditor’s responsibilities for the audit of the financial statements is located at the

Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities.

This description forms part of our auditor’s report.

INDEPENDENT AUDITOR’S REPORT

Other matters which we are required to address

We were appointed by Marwyn Acquisition Company II on 23 August 2022 to audit the consolidated financial

statements. Our total uninterrupted period of engagement is 1 year.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group and we remain

independent of the Group in conducting our audit.

Use of this Report

This report is made solely to the Members of the Company, as a body, in accordance with our letter of

engagement dated 22 September 2022. Our audit work has been undertaken so that we might state to the

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 its Members, as a body, for our audit work, for this report, or for the opinions we have formed.

Sandy Cameron

For and on behalf of Baker Tilly Channel Islands Limited

Chartered Accountants

St Helier, Jersey

Date:

21 October 2022

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Loss per share

£’s

Basic and diluted 8 (0.1523)

(0.2130)

The Group’s activities derive from continuing operations.

The notes on pages 20 to 35 form an integral part of these Financial Statements.

Year

ended

30 June

2022

Period e

nded

30 June

2021

Note

£’s

Administrative expenses

(1,314,001)

(636,100)

Operating loss

(1,314,001)

(636,100)

Finance income

14,483

Movement in fair value of warrants

(635,000)

Loss before income taxes

(1,934,518)

(636,096)

Income tax

Loss for the year/period

(1,934,518)

(636,096)

Total other comprehensive income

Total comprehensive loss for the year/period

(1,934,518)

(636,096)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

The notes on pages 20 to 35 form an integral part of these Financial Statements.

The Financial Statements were approved by the Board of Directors on 21 October 2022 and were signed on its

behalf by:

Mark Hodges

Chairman

James Corsellis

Director

As at

30 June 2022

As at

30 June 2021

Assets

Note

£’s

Current assets

Other receivables

805,360

651,708

Cash and cash equivalents

10,254,198

12,255,387

Total current assets

11,059,558

12,907,095

Total assets

11,059,558

12,907,095

Equity and liabilities

Equity

Ordinary Shares

326,700

A Shares

10,320,000

Sponsor share

Share-based payment reserve

171,129

169,960

Accumulated losses

(2,570,614)

(636,096)

Total equity

8,247,216

10,180,565

Current liabilities

Trade and other payables

399,342

948,530

Warrants

2,413,000

1,778,000

Total liabilities

2,812,342

2,726,530

Total equity and liabilities

11,059,558

12,907,095

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

The notes on pages 20 to 35 form an integral part of these Financial Statements.

The amounts raised from issuance of ordinary shares and matching warrants and A shares and matching A warrants were required to be split between equity and warrant liability based on the fair value attributable

to these. Therefore, the amounts shown should be considered alongside the warrant liability as detailed in Note 13.

Note

Ordinary

A Shares

Sponsor

based

payment

reserve

Accumulated

losses

Total equity

£’s

Balance at incorporation

- - - - -

Issuance of 1 ordinary share

Redesignation of 1 ordinary share

(1) - 1 - - -

Issuance of 700,000 ordinary shares

602,000

Share issue costs

(275,300)

Issuance of 12,000,000 A shares

10,320,000

Total comprehensive loss for the period

(636,096)

Share-based payment charge

169,960

Balance at 30 June 2021

326,700

10,320,000

169,960

(636,096)

10,180,565

Note

Ordinary

A Shares

Sponsor

based

payment

reserve

Accumulated

losses

Total equity

£’s

Balance at 1 July 2021

326,700

10,320,000 1 169,960 (636,096) 10,180,565

Total comprehensive loss for the year

(1,934,518)

Share-based payment charge

1,169

Balance at 30 June 2022

326,700

10,320,000

171,129

(2,570,614)

8,247,216

CONSOLIDATED STATEMENT OF CASH FLOWS

For the

year ended

30 June

For the

period ended

30 June

2022

2021

Note

£’s

Operating activities

Loss for the year

(1,934,518)

(636,096)

Adjustments to reconcile total operating loss to net cash flows:

Finance income

(14,483)

(4)

Fair Value loss on warrant provision

635,000

Share-based payment expense

1,169

154,960

Working capital adjustments:

(Increase) in other receivables

(153,652)

(651,708)

(Decrease)/Increase in trade and other payables

(596,188)

948,530

Net cash flows used in operating activities

(2,062 ,672)

(184,318)

Investing activities

Interest received

14,483

Net cash flows received from investing activities

14,483

Financing activities

Proceeds from issue of ordinary shares and matching warrants

700,001

Proceeds from issue of A shares and matching warrants

12,000,000

Proceeds from issue of ordinary A share capital in MAC II (BVI)

limited

47,000

15,000

Costs directly attributable to equity raise

(275,300)

Net cash flows received from financing activities

47,000

12,439,701

Net (decrease)/increase in cash and cash equivalents

(2,001,189)

12,255,387

Cash and cash equivalents at the beginning of the year/period

12,255,387

Cash and cash equivalents at the end of the year/period

10,254,198

12,255,387

The notes on pages 20 to 35 form an integral part of these Financial Statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL INFORMATION

Marwyn Acquisition Company II Limited was incorporated on 31 July 2020 in the British Virgin Islands ("BVI") as

a BVI business company (registered number 2040956) under the BVI Business Company Act, 2004. The Company

was listed on the Main Market of the London Stock Exchange on 4 December 2020 and has its registered address

at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands and UK

establishment (BR022831) at 11 Buckingham Street, London WC2N 6DF.

The Company has been formed for the purpose of effecting a merger, share exchange, asset acquisition, share

or debt purchase, reorganisation or similar business combination with one or more businesses. The Company

has one subsidiary, MAC II (BVI) Limited (together with the Company, the "Group").

2. ACCOUNTING POLICIES

(a) Basis of preparation

The Financial Statements for the year ended 30 June 2022 have been prepared in accordance with International

Financial Reporting Standards and IFRS Interpretations Committee interpretations as adopted by the European

Union (collectively, “IFRS”) and are presented in British pounds sterling, which is the presentational currency of

the Group. The Financial Statements have been prepared under the historical cost basis, except for the

revaluation of certain financial instruments that will be measured at fair value at the end of each reporting year,

as explained in the accounting policies below. The comparative reporting period represents the period from

incorporation, being 31 July 2020, to 30 June 2021.

The principal accounting policies adopted in the preparation of the Financial Statements are set out below. The

policies have been consistently applied throughout the current and prior periods presented.

(b) Going concern

The Financial Statements have been prepared on a going concern basis, which assumes that the Group will

continue to be able to meet its liabilities as they fall due for the foreseeable future. The Directors have

considered the financial position of the Group and have reviewed forecasts and budgets for a period of at least

12 months following the approval of the Financial Statements.

At 30 June 2022, the Group has net assets of £8,247,216 (2021: £10,180,565) and a cash balance of £10,254,198

(2021: £12,255,387). The Company has sufficient resources to continue to pursue its investment strategy which

may include effecting a merger, share exchange, asset acquisition, share or debt purchase, reorganisation or

similar business combination with one or more businesses. Subject to the structure of any acquisition, the

Company may need to raise additional funds to finance the acquisition in the form of equity and/or debt.

The capital structure of the Company enables it to issue different types of shares in order to raise equity to fund

an acquisition. As set out in the Management Report, during 2022, the Company has launched the Placing

Programme, under which the Company has the ability to raise up to £500 million via the issuance of C Shares.

No C Shares have yet been issued as at the date of these Financial Statements. The Company can also raise

capital via the issuance of further ordinary shares or via the issuance of unlisted B shares which would be issued

in conjunction with a private placement memorandum to qualifying institutional investors, and exchangeable

into listed ordinary shares on re-admission. The ability of the Company to raise additional funds in relation to an

acquisition may affect its ability to complete that acquisition. Other factors outside of the Company’s control

may also impact on the Company’s ability to complete that acquisition. The key risks relating to the Company’s

ability to execute its stated strategy are set out on page 7.

The Company also entered into a forward purchase agreement (“FPA”) on 27 November 2020 with Marwyn

Value Investors II LP (‘’MVI II LP’’) of up to £20 million, which may be drawn for general working capital purposes

and to fund due diligence costs. Any drawdown is subject to the prior approval of MVI II LP and the satisfaction

of conditions precedent. At 30 June 2022 £12 million had been drawn down under the FPA. Whilst the FPA

provides a mechanism for the Company to raise additional funds, as any drawdown is not under the exclusive

control on the Company, all cashflow and working capital forecasts have been prepared without any further

draw down on the FPA being assumed.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2.’’’ACCOUNTING POLICIES (CONTINUED)