254900YT8SO8JT2LGD15-2024-06-30-en.xhtml

MANAGEMENT REPORT

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

III Limited (the “Company”) for the year ended 30 June 2024 (the “Financial Statements”), consolidating the

results of Marwyn Acquisition Company III Limited and its subsidiary, MAC III (BVI) Limited (collectively, the

“Group”).

Strategy

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.

While a broad range of sectors will be considered by the Directors, those which they believe will provide the

greatest opportunity and which the Company will initially focus on include:

• Automotive & Transport;

• Clean Technology;

• Consumer & Luxury Goods;

• Banking & FinTech;

• Insurance, Reinsurance & InsurTech & Other Vertical Marketplaces;

• Media & Entertainment;

• Healthcare & Diagnostics; and

• Business-to-Business Services.

The Directors may consider other sectors if they believe such sectors present a suitable opportunity for the

Company.

The Company will seek to identify situations where a combination of management expertise, improving

operating performance, freeing up cashflow for investment, and implementation of a focussed buy and build

strategy can unlock growth in their core markets and often into new territories and adjacent sectors.

Activity

The Directors have been encouraged by the progress made in discussions with potential management partners

and believe the listed status and flexible structure of the Company represents an attractive platform from which

to execute a buy-and-build strategy. This has been reinforced by preliminary due diligence conducted on a

variety of potential related Merger and Acquisition (‘’M&A’’) opportunities.

Results

The Group’s total profit after taxation for the year to 30 June 2024 was £88,580 (2023: loss £1,452,122). Of the

total costs incurred in the year of £557,733 (2023: £1,357,283), £Nil (2023: £802,890) relates to non-recurring

project costs. The Group held a cash balance at the year end of £10,054,287 (2023: £10,079,604). The Group has

not yet acquired an operating business and as such is not yet income generating, however, during the year the

Group earned bank interest of £519,313 (2023: £286,161) on its cash deposits.

Directors

The Directors of the Company at the date of this report are:

James Corsellis, Chairman

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

MANAGEMENT REPORT

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 Queen Mary

University of London.

James is currently managing partner of Marwyn Capital LLP and Chief Investment Officer of Marwyn Investment

Management LLP, an executive director of Silvercloud Holdings Limited, Palmer Street Limited, the chairman of

MAC Alpha Limited, a director of 450 Plc, and a non-executive director of Marwyn Acquisition Company II

Limited.

Antoinette Vanderpuije, Non-Executive Director

Antoinette has been a Partner of the Marwyn group for over ten years and leads the Finance, Markets and

Regulation Team. She has extensive M&A and board experience with a particular focus on corporate governance,

regulation and listing requirements, transaction tax structuring and incentive planning. Antoinette has supported

numerous private and public companies with their day-to-day finance, company secretarial and operational

requirements and worked on numerous U.K. and cross border M&A transactions in sectors as varied as online

sales, transport, media, chemicals and manufacturing and distribution.

Antoinette is also a member of Marwyn's Investment Committee and previously ran Marwyn's award-winning

in-house administration business.

Antoinette previously worked in the finance team at Arcadia Group and prior to that with Bourner Bullock

Chartered Accountants. She is a Chartered Accountant, a Chartered Tax Advisor and holds a BA from University

College London.

Antoinette is a non-executive director of MAC Alpha Limited and a director of Silvercloud Holdings Limited.

Tom Basset, Non-Executive Director

Tom has extensive experience working across a range of sectors in the origination and assessment of new

investment opportunities, transaction execution, coordinating capital market and M&A processes and providing

strategic corporate advice to management teams. Tom joined Marwyn in 2010, where he now leads the

Investment Team and is also a member of the Investment Committee. Prior to Marwyn, Tom spent six years at

Deloitte across the Assurance & Advisory and Private Equity Transaction Services groups. Tom is a qualified

Chartered Accountant and graduated from Durham University with a BA (Hons) in Economics.

Tom is a non-executive director of 450 plc and MAC Alpha Limited, and a director of Silvercloud Holdings 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 15 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

MANAGEMENT REPORT

previous successful acquisition companies launched by Marwyn. The Company has also issued 1 sponsor share

to an entity managed by MIM LLP.

On 20 April 2021, the Company issued 12 million A shares (“A Shares”) to an entity managed by MIM LLP (with

class A warrants (“A Warrants”) being issued on the basis of one class A warrant per A share), for a total price of

£12,000,000.

As detailed in Note 22 of these Financial Statements on 7 July 2024, following the 30 June 2024 year end, the

Company announced that it had repurchased and cancelled 5 million of its unlisted A Shares and matching A

Warrants for an aggregate consideration of £5,000,000 (the "Repurchase and Cancellation").

Corporate Governance

The board of Directors (“the Board”) is committed to maintaining high standards of corporate governance. Given

the size and nature of the Group, the Board have decided not to adopt the UK 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.

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 a 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 29 April 2022.

The Company’s prospectuses are available on the Company’s website: www.marwynac3.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.

MANAGEMENT REPORT

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

was £10,054,287 (2023: £10,079,604). 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 17 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.

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

an industry leading

management team and/or any target business and its 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 i

nvestors 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 an

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

MANAGEMENT REPORT

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.

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 18 to the Financial Statements. James Corsellis is the

Chief Investment Officer of MIM LLP, and Tom Basset and Antoinette Vanderpuije are partners of MIM LLP,

which manages 75% of the ordinary shares and matching warrants, and 100% of the A shares and matching A

warrants issued by the Company and the Sponsor share.

James Corsellis is also the managing partner of Marwyn Capital LLP (“MC LLP”), and Tom Basset and Antoinette

Vanderpuije are partners in MC LLP, a firm which provides corporate finance, company secretarial and ad-hoc

managed services support to the Group.

Details of the related party transactions which occurred during the year are disclosed in Note 19 to the Financial

Statements, save for the participation in the Company’s long term incentive plan as disclosed in Note 18 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 2024, the Group has net assets of £7,680,016 (2023: £7,591,436) net assets excluding warrant

liabilities of £9,966,016 (2023: £10,004,436) and a cash balance of £10,054,287 (2023: £10,079,604). 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. 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 pages 5 and 6 in the ‘Risk management and

internal control system’ section of this report.

The Company 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 2024 £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.

MANAGEMENT REPORT

The Directors have considered macroeconomic backdrop, and 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

Further progress has been made in discussions with potential management partners and, alongside a more

favourable outlook for capital markets generally, as well as encouraging sector-specific trends, the directors look

forward to updating shareholders in due course.

RESPONSIBILITY STATEMENT

The Directors are responsible for preparing the 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 2024, which give a true and fair view of the state of affairs of the Group and

the profit of the Group for that year.

The Directors have acted honestly and in good faith and in what the Directors believe 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

(‘’EU adopted IFRS’’ or “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 EU adopted 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 EU adopted 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 EU adopted 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 EU adopted IFRS and give a true and

fair view of the assets, liabilities, financial position and profit 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") remains the Company's independent auditor for the year ended 30

June 2024 and 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:

• the Financial Statements, which have been prepared in accordance with EU adopted IFRS, present fairly

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

• the Report of the Directors includes a fair review of the development and performance of the business

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

uncertainties that it faces;

• 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 1 October 2024 and is signed on its behalf.

By Order of the Board

James Corsellis

Chairman

1 October 2024

INDEPENDENT AUDITOR’S REPORT

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

Opinion

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

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

consolidated statement of financial position as at 30 June 2024, 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 2024, 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 (‘’IFRS’’ or ‘’IFRSs’’);

and

• have been prepared in accordance with the requirements of the BVI Business Companies 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.

INDEPENDENT AUDITOR’S REPORT

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

instrument 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

volatility, risk free rate, expected

dividends and expected term of

the warrants which is complex

and involves estimates and

judgements.

Financial statement impact:

£2,286,000 (PY: 2,413,000).

The accounting policies on Note 2

sets out the treatment applied by

management, and related

disclosures are presented in Note

14.

Classification

We obtained an understanding of

management’s assessment for

the classification of these

instruments and the rationale for

their classification.

We critically reassessed whether

the facts and circumstances

remain unchanged during the

current period, to ensure the

classification remained

appropriate.

Valuation

We obtained the valuation report

prepared by management’s

expert and reviewed the

credentials and inputs used.

We reviewed and validated the

assumptions, methodology and

calculations in respect of the

valuation of the instruments and

confirmed it was in accordance

with the requirements of IFRS 9

and IFRS 13.

We also inspected the scoping

sections of the management

expert reports to ensure the

procedures were for the

appropriate purpose.

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.

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 2024, along with the related

disclosures in the consolidation

financial statements, are

appropriate.

We have nothing to report to

those charged with governance

from our testing.

Our Application of Materiality

Materiality for the consolidated financial statements as a whole was set at £345,000 (PY: £341,000), determined

with reference to a benchmark of Net Assets, of which it represents 4.5% (PY: 4.5%).

INDEPENDENT AUDITOR’S REPORT

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% (PY: 70%) of materiality for the consolidated financial statements as a

whole, which equates to £241,000 (PY: £238,000). 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 £17,000 (PY:

£17,000), in addition to those that warranted reporting on qualitative grounds.

The work on all the components was performed 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.

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’ responsibilities statement set out on pages 8 and 9, 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’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.

INDEPENDENT AUDITOR’S REPORT

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 expectations;

• 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.

The Company is required to include these financial statements in an annual financial report prepared using the

single electronic reporting format specified in the TD ESEF Regulation. The auditor’s report provides no assurance

over whether the annual financial report has been prepared in accordance with that format.

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.

Other Matters which we are Required to Address

We were re-appointed by Marwyn Acquisition Company III Limited on 7 June 2024 to audit the consolidated

financial statements. Our total uninterrupted period of engagement is 3 years.

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. Our audit opinion is consistent with the additional report to

the audit committee in accordance with ISAs.

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 7 June 2024. 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: 1 October 2024

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL INFORMATION

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

a BVI business company (registered number 2040967) 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 (BR022832) 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 III (BVI) Limited (together with the Company the "Group").

2. MATERIAL ACCOUNTING POLICIES

(a) Basis of preparation

The Financial Statements for the year ended 30 June 2024 have been prepared in accordance with International

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

Union (collectively, ‘’EU adopted IFRS’’ or “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 principal accounting policies adopted in the preparation of the Financial Statements are set out below. The

policies have been consistently applied throughout the year presented and the comparative year.

(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 2024, the Group has net assets of £7,680,016 (2023: £7,591,436) net assets excluding warrant

liabilities of £9,966,016 (2023: £10,004,436) and a cash balance of £10,054,287 (2023: £10,079,604). 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. 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 pages 5 and 6.

The Company entered into a FPA on 27 November 2020 with 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 2024 £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.

The Directors have considered macroeconomic backdrop, and 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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. ACCOUNTING POLICIES (CONTINUED)

Standards, amendments and interpretations issued but not yet effective:

The following standards are issued but not yet effective. The Group intends to adopt these standards, if

applicable, when they become effective. It is not currently expected that these standards will have a material

impact on the Group.

Standard

Effective date

Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements;

1 January 2024

Amendments to IAS 1 Non-current Liabilities with Covenants;

1 January 2024

Amendment to IFRS 16 Leases: Lease Liability in a sale & leaseback;

1 January 2024

Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as

Current or Non-current*;

1 January 2024

Amendments to IAS21 Lack of exchangeability*;

1 January 2025

Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of financial

instruments*; and

1 January 2026

IFRS 18 – Presentation and Disclosure of financial Statements*.

1 January 2027

* Subject to EU endorsement

(d) Basis of consolidation

Subsidiaries are entities controlled by the Company. Control exists when the Company is exposed to, or has rights

to, variable returns from its involvement with the entity and has the ability to affect those returns through its

power over the entity. The financial information of subsidiaries is fully consolidated from the date that control

commences until the date that control ceases.

Intragroup balances, and any gains and losses or income and expenses arising from intragroup transactions, are

eliminated in preparing the consolidated financial information.

(e) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or

equity instrument of another entity.

The Group initially recognises financial assets and financial liabilities at fair value. With the exception of warrants,

financial assets and liabilities are subsequently remeasured at amortised cost using the effective interest rate.

Warrants

Warrants are accounted for as derivative liability instruments under IAS 32 and are measured at fair value at the

date of issue and remeasured at each subsequent reporting date with changes in fair value being recognised in

the Statement of Comprehensive Income. Fair value of the warrants has been calculated using a Black-Scholes

option pricing methodology and details of the estimates and judgements used in determining the fair value of

the warrants are set out in Note 3. The warrant liability will be derecognised when the liability is extinguished

either through exercise or expiry.

(f) Cash and cash equivalents

Cash and cash equivalents comprise cash balances at and demand deposits at banks. All deposits are readily

convertible to known amounts of cash and which are subject to an insignificant risk of change with a short

maturity of less than 2 months.

(g) Equity

Ordinary shares, A shares and sponsor shares are classified as equity. Incremental costs directly attributable to

the issue of new shares are recognised in equity as a deduction from the proceeds.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2.’’’ACCOUNTING POLICIES (CONTINUED)

(h) Corporation tax

Corporation tax for the year presented comprises current and deferred tax.

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

substantially enacted at the balance sheet date. Deferred tax is provided using the balance sheet liability method,

providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting

purposes and the amounts used for taxation purposes. A deferred tax asset is recognised only to the extent that

it is probable that future taxable profits will be available against which the asset can be utilised.

(i) Profit / (loss) per ordinary share

The Group presents basic earnings per ordinary share (“EPS”) data for its ordinary shares and A shares as

disclosed in more detail in Note 9. Basic EPS is calculated by dividing the profit or loss attributable to ordinary

shareholders of the Company by the weighted average number of ordinary shares outstanding during the year.

Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding to assume

conversion of all potential dilutive ordinary shares.

(j) Share based payments

The A ordinary shares in MAC III (BVI) Limited (the "Incentive Shares''), represent equity-settled share-based

payment arrangements under which the Group receives services as a consideration for the additional rights

attached to these equity shares.

Equity-settled share-based payments to Directors and others providing similar services are measured at the fair

value of the equity instruments at the grant date. Fair value is determined using an appropriate valuation

technique, further details of which are given in Note 18. The fair value is expensed, with a corresponding increase

in equity, on a straight-line basis from the grant date to the expected exercise date. Where the equity

instruments granted are considered to vest immediately as the services are deemed to have been received in

full, the fair value is recognised as an expense with a corresponding increase in equity recognised at grant date.

(k) Warrants

On 4 December 2020, the Company issued 700,000 ordinary shares and matching warrants. Under the terms of

the warrant instrument, warrant holders are able to acquire one ordinary share per warrant at a price of £1 per

ordinary share, subject to a downward price adjustment depending on the price of future shares issued prior to

or in conjunction with and initial acquisition.

On 20 April 2021, the Company issued 12,000,000 A shares and matching A warrants at a price of £1 for one

ordinary A share and matching A warrant. Under the terms of the warrant instrument, warrant holders are able

to acquire one ordinary share per warrant at a price of £1 per ordinary share, subject to a downward price

adjustment depending on the price of future share issues issued prior to or in conjunction with an initial

acquisition.

Warrants are accounted for as derivative liability instruments under IAS 32 and are measured at fair value at the

date of issue and each subsequent balance sheet date. Fair value of the warrants has been calculated using a

Black-Scholes option pricing methodology and details of the estimates and judgements used in determining the

fair value of the warrants are set out in Note 3.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the Group’s Financial Statements under IFRS requires the Directors to make estimates and

assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets

and liabilities. Estimates and judgements are continually evaluated and are based on historical experience and

other factors including expectations of future events that are believed to be reasonable under the circumstances.

Actual results may differ from these estimates.

Key sources of estimation uncertainty

Valuation of warrants

The Company has issued matching warrants for both its issues of Ordinary Shares and A Shares. For every share

subscribed for, each investor was also granted a warrant (“Warrant”) or A Warrant to acquire a further share at

an exercise price of £1.00 per share (subject to a downward adjustment under certain conditions). In the prior

year, the Warrants and A Warrants were exercisable at any time until five years after the issue date; effective 29

April 2022 the exercise date for the Warrants was extended to the 5th anniversary of a business acquisition, as

detailed in Note 14. The Warrants and A Warrants are valued using the Black-Scholes option pricing methodology

which considers the exercise price, expected volatility, risk free rate, expected dividends, and expected term of

the Warrants and A Warrants.

Critical accounting judgements

Classification of warrants

The Directors consider the Warrants and A Warrants to represent a derivative liability due to the potential

modification of the exercise price under certain conditions that the Directors believe are possible to occur. This

modification results in the Warrants and A Warrants failing the ‘fixed for fixed’ test, as outlined in IAS 32 para

16, which is required to recognise the Warrants and A Warrants as equity instruments, that requires the

Company to provide a fixed number of shares for a fixed amount of cash on exercise of the Warrants and A

Warrants. Accordingly, the Warrants and A Warrants are recognised as derivative liabilities, to be assessed at

each balance sheet date with a review of the underlying inputs undertaken.

The initial fair value recognised for the Warrants and A Warrants affects the corresponding entry in equity

recognised for the issue of shares as the proceeds are required to be allocated between equity and liability. This

is due to the proceeds received from the issue of equity deemed to have been received for both the issue of the

shares and the Warrants and A Warrants attached.

4. SEGMENT INFORMATION

The Board of Directors is the Group’s chief operating decision-maker. As the Group has not yet acquired an

operating business, the Board of Directors considers the Group as a whole for the purposes of assessing

performance and allocating resources, and therefore the Group has one reportable operating segment.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5. EMPLOYEES AND DIRECTORS

During year ended 30 June 2024, the Company had the following directors: James Corsellis, Antoinette

Vanderpuije, and Tom Basset. The Company has not had any employees since incorporation. No director

received remuneration or fees under the terms of their director service agreements. James Corsellis, Antoinette

Vanderpuije, and Tom Basset have a beneficial interest in the Incentive Shares issued by the Company’s

subsidiary which were issued on 25 November 2020. In the prior year ended 30 June 2023, Mark Brangstrup

Watts (resigned 6 November 2022) held a beneficial interest in the Incentive Shares whilst he served as a director

of the Company. Further details are disclosed in Note 18.

6. ADMINISTRATIVE EXPENSES

Year

ended

30 June

2024

Year

ended

30 June

2023

£’s

Group expenses by nature

Non-recurring project, professional and diligence costs -

802,890

Professional support

531,458

528,908

Audit fees payable (Note 21) 24,580

23,000

Other expenses 1,695

2,484

557,733

1,357,283

In the prior year ending 30 June 2023 included within non-recurring project, professional and diligence costs was

£715,092 that had been included in the balance sheet as current asset deferred costs in the year ended 30 June

2022, as these costs were directly attributable to a future issuance of shares under a placing programme and

therefore expected to be capitalised to equity. Effective 31 March 2023, the Directors approved the termination

of the corresponding placing programme and as such effective this date, the £715,092 of costs were taken to

the profit and loss account.

7. FINANCE INCOME

Year

ended

30 June

202

Year ended

30 June

2023

£’s

Interest on bank deposits 519,313

286,161

519,313

286,161

8. INCOME TAX

Year

ended

30 June

202

Year ended

30 June

2023

£’s

Analysis of tax in year

Current tax on profit/ (loss) for the year

Total current tax -

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

8.’’’INCOME TAX (CONTINUED)

Reconciliation of effective rate and tax charge:

Year ended

30 June

2024

Year ended

30 June

2023

£’s

Profit / (loss) on ordinary activities before tax

88,580

(1,452,122)

Profit / (loss) on ordinary activities multiplied by the rate of corporation

tax in the UK of 25% (2023: 25%)

22,145

(363,031)

Effects of:

Expenses not deductible for tax purposes

(30,325)

96,670

Tax losses not utilised

8,180

266,361

Total taxation charge

The Group is tax resident in the UK. As at 30 June 2024, cumulative tax losses available to carry forward against

future trading profits were £1,266,502 (2023: £1,233,781) subject to agreement with HM Revenue & Customs.

There is currently no certainty as to future profits and no deferred tax asset is recognised in relation to these

carried forward losses. A deferred tax asset will be recognised in accordance IAS 12 once it is probable that the

tax losses can be utilised. Under UK Law, there is no expiry for the use of tax losses. The tax losses available as

at 30 June 2023 were reported as £2,415,304 in the prior year annual report. Subsequent to publication of those

accounts, an update was made to the taxation calculation in line with updated professional tax advice, resulting

in an adjustment to the losses available to carry forward.

9. EARNINGS / LOSS PER ORDINARY SHARE

Basic EPS is calculated by dividing the profit attributable to equity holders of the company by the combined

weighted average number of ordinary shares and A shares in issue during the year. Diluted EPS is calculated by

adjusting the combined weighted average number of ordinary shares and A shares outstanding to assume

conversion of all instruments that are potentially dilutive to the ordinary shares and A shares.

As the Company has made a profit in the year ended 30 June 2024, the Warrants are considered potentially

dilutive. However, included in the Consolidated Statement of Comprehensive Income is £127,000 representing

a gain in the fair value movement of the Warrants during the year, which when reversed puts the Group back

into a loss making position as illustrated in the table below. This adjustment to earnings is required under IAS 33

for the purposes of the calculating the diluted EPS as these are required to be calculated as being converted at

the start of the year, resulting in no fair value gain. Therefore, the assumed exercise of the Warrants would also

have an anti-dilutive effect in the current year, resulting in both basic and diluted EPS being the same, therefore,

as at 30 June 2024 the Warrants and A Warrants are not dilutive. Please refer to Note 14 for further information

on warrants in issue.

In the prior year, due to the Company making a loss, the potential exercise of the Warrants has had an antidilutive

impact on EPS, resulting in both basic and diluted EPS being the same..

The Company has also issued Incentive Shares as detailed in Note 18, which may, in the future, also be dilutive

to the ordinary and A shareholders. The Incentive Shares have not been included in the calculation of diluted

EPS in the current year as per IAS 33, they should be treated as outstanding until the date from which all

necessary vesting conditions are satisfied. Incentive shares do not become exercisable until 3 to 7 years post

completion of the platform acquisition (unless certain other events have occurred as detailed in Note 18) and

therefore, as the Company has yet to complete its platform acquisition, the Incentive Shares are not currently

dilutive.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

9. EARNINGS / LOSS PER ORDINARY SHARE (CONTINUED)

The Company maintains different share classes, of which ordinary shares, A shares and sponsor shares were in

issue in the current and prior year. The key difference between ordinary shares and A shares is that the ordinary

shares are traded with voting rights attached. The ordinary share and A share classes both have equal rights to

the residual net assets of the Company, which enables them to be considered collectively as one class per the

provisions of IAS 33. The sponsor share has no distribution rights so has been ignored for the purposes of IAS 33.

Year ended

30 June

2024

Year ended

30 June

2023

Basic

Profit / (loss) attributable to owners of the parent (£’s)

88,580

(1,452,122)

Weighted average shares in issue

12,700,000

Basic profit / (loss) per ordinary share (£’s)

0.0070

(0.1143)

Diluted

Profit / (loss) attributable to owners of the parent (£’s)

88,580

(1,452,122)

Effect of Warrants and A Warrants in issue (note 14)

(127,000)

Adjusted loss attributable to owners of the parent (£’s)

(38,420)

(1,452,122)

10. SUBSIDIARY

Marwyn Acquisition Company III Limited is the parent company of the Group, the Group comprises of Marwyn

Acquisition Company III Limited and the following subsidiary as at 30 June 2024:

Company name

Nature of business

Country of

incorporation

Proportion of

ordinary shares held

directly by parent

MAC III (BVI) Limited

Incentive vehicle

British Virgin Islands

100%

The share capital of MAC III (BVI) Limited (the “Subsidiary”) consists of both ordinary shares and Incentive

Shares. The Incentive Shares are non-voting and disclosed in more detail in Note 18.

There are no restrictions on the parent company’s ability to access or use the assets and settle the liabilities of

the Company’s subsidiary. The registered office of MAC III (BVI) Limited is Commerce House, Wickhams Cay 1,

P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands and its UK Establishment address is 11

Buckingham Street, London, WC2N 6DF.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

11. OTHER RECEIVABLES

As at

30 June

2024

As at

30 June

2023

£’s

Amounts receivable within one year:

Prepayments 5,324

14,372

Due from related party (Note 19) 1

VAT receivable 4,595

6,407

9,920

20,780

There is no material difference between the book value and the fair value of the receivables. Receivables are

considered to be past due once they have passed their contracted due date. Other receivables are all current.

12. CASH AND CASH EQUIVALENTS

As at

30 June

2024

As at

30 June

2023

£’s

Cash and cash equivalents

Cash at bank

10,054,287

10,079,604

10,054,287

10,079,604

Credit risk is managed on a group basis. Credit risk arises from cash and cash equivalents and deposits with banks

and financial institutions. For banks and financial institutions, only independently rated parties with a minimum

short-term credit rating of P-1 (2023: P-1), as issued by Moody’s, are accepted.

13. TRADE AND OTHER PAYABLES

As at

30 June

2024

As at

30 June

2023

£’s

Amounts falling due within one year:

Trade payables

3,790

5,928

Due to a related party (Note 19) 35,103

28,782

Accruals 59,298

61,238

98,191

95,948

There is no material difference between the book value and the fair value of the trade and other payables.

All trade payables are non-interest bearing and are usually paid within 30 days.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

14. WARRANT LIABLITY

Amounts falling

due within one

year

£’s

Fair value of warrants:

Fair value of warrants at 1 July 2022

2,032,000

Fair value movement of warrants:

Warrant liability - ordinary warrants

21,000

Warrant liability – A warrants

360,000

Total Fair value movement

381,000

Fair value of warrants at 30 June 2023 2,413,000

Fair value movement of warrants:

Warrant liability - ordinary warrants

(7,000)

Warrant liability – A warrants

(120,000)

Total Fair value movement

(127,000)

Fair value of warrants at 30 June 2024

2,286,000

On 4 December 2020, the Company issued 700,000 ordinary shares and matching warrants at a price of £1 for

one ordinary share and matching warrant. Under the terms of the warrant instrument (“Warrant Instrument”),

warrant holders are able to acquire one ordinary share per warrant at a price of £1 per ordinary share, subject

to a downward price adjustment depending on the price of future shares issued prior to or in conjunction with

an initial acquisition. Warrants are fully vested at the year end.

On 20 April 2021, the Company issued 12,000,000 A shares and matching warrants at a price of £1 for one A

share and matching A warrant. Under the terms of the A warrant instrument (“A Warrant Instrument”), warrant

holders are able to acquire one ordinary share per warrant at a price of £1 per ordinary share, subject to a

downward price adjustment depending on the price of future shares issued prior to or in conjunction with an

initial acquisition. Warrants are fully vested at the year end.

Effective 29 April 2022, both the Warrant Instrument and A Warrant Instrument were amended such that the

long stop date was extended to the fifth anniversary of an initial acquisition by a member of the Group (which

may be in the form of a merger, share exchange, asset acquisition, share or debt purchase, reorganisation or

similar transaction) of a business (“Business Acquisition”). Previously the warrants were exercisable for 5 years

from the date of issue.

Warrants are accounted for as a level 3 derivative liability instruments and are measured at fair value at grant

date and revalued at each subsequent balance sheet date. The warrants and A warrants were separately valued

at the date of grant. For both the warrants and A warrants, the combined market value of one share and one

Warrant was considered to be £1, in line with the price paid by investors. A Black-Scholes option pricing

methodology was used to determine the fair value, which considered the exercise prices, expected volatility, risk

free rate, expected dividends and expected term. On 30 June 2024, the fair value was assessed as 18p per

Warrant, the result of which was a fair value gain of £127,000 (2023: £381,000 fair value loss). The Directors are

responsible for determining the fair value of the warrants at each reporting date, the underlying calculations are

prepared by Deloitte LLP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

14.’’ WARRANT LIABLITY (CONTINUED)

The key assumptions used in determining the fair value of the Warrants are as follows:

As at

0 June

2024

As at

30 June

2023

Combined price of a share and warrant

£1

Exercise price

£1

Expected volatility

25.0%

Risk free rate

4.1%

4.7%

Expected dividends

0.0%

Expected term

5th anniversary of

the completion of a

Business Acquisition

5th anniversary of

the completion of a

Business Acquisition

On 7 July 2024, following the 30 June 2024 year end, the Company announced that it had repurchased and

cancelled 5 million of its unlisted A Shares of no par value and 5 million unlisted matching A Warrants for an

aggregate consideration of £5,000,000.

The Repurchase and Cancellation was carried out in accordance with the memorandum and articles of

association of the Company and, in the case of the A Warrants, the instrument constituting the A Warrants,

pursuant to the terms of a repurchase agreement between (i) the Company; and (ii) Marwyn Value Investors LP

and MVI II Holdings I LP (being the holders of the A Shares and A Warrants) dated 5 July 2024. The sellers are

each managed by MIM LLP. Please refer to note 22 for additional detail.

15. STATED CAPITAL

As at

30 June

2024

As at

30 June

2023

Issued and fully paid

£’s

700,000 ordinary shares of no par value

326,700

12,000,000 A shares of no par value

10,320,000

1 sponsor share of no par value

Total

10,646,701

Under the Company’s Memorandum of Association, the Company is authorised to issue an unlimited number of

ordinary shares and 100 Sponsor Shares of no par value, divided into three classes as follows:

• an unlimited number of Ordinary Shares without par value;

• an unlimited number of class A ordinary shares without par value; and

• 100 Sponsor Shares without par value.

On incorporation, the Company issued 1 ordinary share of no par value to MVI II Holdings I LP. On 30 September

2020, it was resolved that updated memorandum and articles ("Updated M&A") be adopted by the Company

and with effect from the time the Updated M&A be registered with the Registrar of Corporate Affairs in the

British Virgin Islands, the 1 ordinary share which was in issue by the Company be redesignated as 1 sponsor share

of no par value (the "Sponsor Share").

On 4 December 2020, the Company issued 700,000 ordinary shares and matching warrants at a price of £1 for

one ordinary share and matching warrant. As a result of the fair value exercise of the warrants, 14p was

attributed to the warrants and therefore each ordinary share was initially valued at 86p per share. Costs of

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

15. STATED CAPITAL (CONTINUED)

£275,300 directly attributable to this equity raise were taken against stated capital during the period ended 30

June 2021.

On 20 April 2021, the Company issued 12,000,000 A shares and matching A warrants at a price of £1 for one A

share and matching A warrant. As a result of the fair value exercise of the A warrants, 14p was attributed to the

A warrants and therefore each ordinary share was initially valued at 86p per share. There were no costs directly

attributable to the issue of these shares.

There has been no issue of any share capital in the year ended 30 June 2024.

The ordinary shares and A shares are entitled to receive a share in any distribution paid by the Company and a

right to a share in the distribution of the surplus assets of the Company on a winding-up. Only ordinary shares

have voting rights attached. The Sponsor Share confers upon the holder no right to receive notice and attend

and vote at any meeting of members, no right to any distribution paid by the Company and no right to a share

in the distribution of the surplus assets of the Company on a summary winding-up. Provided the holder of the

Sponsor Share holds directly or indirectly 5% or more of the issued and outstanding shares of the Company (of

whatever class other than any Sponsor Shares), they have the right to appoint one director to the Board.

The Company must receive the prior consent of the holder of the Sponsor Share, where the holder of the Sponsor

Share holds directly or indirectly 5% or more of the issued and outstanding shares of the Company, in order to:

• Issue any further Sponsor Shares;

• issue any class of shares on a non pre-emptive basis where the Company would be required to issue

such share pre-emptively if it were incorporated under the UK Companies Act 2006 and acting in

accordance with the Pre-Emption Group's Statement of Principles; or

• amend, alter or repeal any existing, or introduce any new share-based compensation or incentive

scheme in respect of the Group; and

• take any action that would not be permitted (or would only be permitted after an affirmative

shareholder vote) if the Company were admitted to the Premium Segment of the Official List (as were

in place prior to the changes to the Listing Rules which took effect on 29 July 2024).

The Sponsor Share also confers upon the holder the right to require that: (i) any purchase of ordinary shares; or

(ii) the Company's ability to amend the Memorandum and Articles, be subject to a special resolution of members

whilst the Sponsor (or an individual holder of a Sponsor Share) holds directly or indirectly 5 % or more of the

issued and outstanding shares of the Company (of whatever class other than any Sponsor Shares) or are a holder

of incentive shares.

16. RESERVES

The following describes the nature and purpose of each reserve within shareholders’ equity:

Accumulated losses

Cumulative losses recognised in the Consolidated Statement of Comprehensive Income.

Share based payment reserve

The share based payment reserve is the cumulative amount recognised in relation to the equity-settled share

based payment scheme as further described in Note 18.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

17. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS

The fair value measurement of the Group’s financial and non-financial assets and liabilities utilities market

observable inputs and data as far as possible. Inputs used in determining fair value measurements are

categorised into different levels based on how observable the inputs used in the valuation technique utilised are

(the “fair value hierarchy”):

Level 1: Quoted prices in active markets for identical items;

Level 2: Observable direct or indirect inputs other than Level 1 inputs; and

Level 3: Unobservable inputs, thus not derived from market data.

The classification of an item into the above levels is based on the lowest level of the inputs used that has a

significant effect on the fair value measurement of the item. Transfers of items between levels are recognised in

the year they occur.

The Group has the following categories of financial instruments as at 30 June 2024:

As at

30 June

2024

As at

30 June

2023

£’s

Financial assets measured at amortised cost

Cash and cash equivalents (Note 12)

10,054,287

10,079,604

Due from related party (Note 19)

10,054,288

10,079,605

Financial liabilities measured at amortised cost

Trade payables (Note 13)

3,790

5,928

Due to related party (Note 19)

35,103

28,782

Accruals (Note 13)

59,298

61,238

98,191

95,948

Financial liabilities measured at measure at fair value to profit and

loss

Financial liabilities measured at FVPL

Warrant Liability (Note 14)

2,286,000

2,413,000

2,286,000

2,413,000

All financial instruments are classified as current assets and current liabilities. There are no non-current financial

instruments as at 30 June 2024.

For details of valuation techniques and significant unobservable inputs related to determining the fair value of

the warrant liability, which is classified in level 3 of the fair value hierarchy, refer to Note 14.

The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to

set appropriate risk limits and controls, and to monitor risks and adherence limits. Risk management policies and

systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. Treasury

activities are managed on a Group basis under policies and procedures approved and monitored by the Board.

As the Group’s assets are predominantly cash and cash equivalents, market risk, and liquidity risk are not

currently considered to be material risks to the Group. The Directors have reviewed the risk of holding a singular

concentration of assets as predominantly all credit assets held are cash and cash equivalents, however, do not

deem this a material risk. The risk is mitigated by all cash and cash equivalents being held with Barclays Bank plc,

which holds a short-term credit rating of P-1 (2023: P-1), as issued by Moody’s.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

18. SHARE-BASED PAYMENTS

Management Long Term Incentive Arrangements

The Group has put in place a Long-Term Incentive Plan ("LTIP"), to ensure alignment between Shareholders, and

those responsible for delivering the Company’s strategy and attract and retain the best executive management

talent.

The LTIP will only reward the participants if shareholder value is created. This ensures alignment of the interests

of management directly with those of Shareholders. As at the balance sheet date, an executive management

team is not yet in place and as such Marwyn Long Term Incentive LP ("MLTI") (in which James Corsellis,

Antoinette Vanderpuije and Tom Basset are indirectly beneficially interested) is the only participant in the LTIP.

Once an executive management team is appointed, they will participate in the LTIP, and this will be dilutive to

MLTI. Under the LTIP, A ordinary shares ("Incentive Shares") are issued by the Subsidiary.

As at the statement of financial position date, MLTI had subscribed for redeemable A ordinary shares of £0.01

each in the Subsidiary entitling it to 100% of the incentive value.

Preferred Return

The incentive arrangements are subject to the Company's shareholders achieving a preferred return of at least

7.5% per annum on a compounded basis on the capital they have invested from time to time (with dividends

and returns of capital being treated as a reduction in the amount invested at the relevant time) (the "Preferred

Return"). The LTIP including the Preferred Return are described in the prospectus available on the Company’s

website (www.marwynac3.com/investors).

Incentive Value

Subject to a number of provisions detailed below, if the Preferred Return and at least one of the vesting

conditions have been met, the holders of the Incentive Shares can give notice to redeem their Incentive Shares

for ordinary shares in the Company ("Ordinary Shares") for an aggregate value equivalent to 20% of the

"Growth", where Growth means the excess of the total equity value of the Company and other shareholder

returns over and above its aggregate paid up share capital (20% of the Growth being the "Incentive Value").

Grant date

The grant date of the Incentive Shares will be the date that such shares are issued.

Redemption / Exercise

Unless otherwise determined and subject to the redemption conditions having been met, the Company and the

holders of the Incentive Shares have the right to exchange each Incentive Share for Ordinary Shares in the

Company, which will be dilutive to the interests of the holders of Ordinary Shares. However, if the Company has

sufficient cash resources and the Company so determines, the Incentive Shares may instead be redeemed for

cash. It is currently expected that in the ordinary course Incentive Shares will be exchanged for Ordinary Shares.

However, the Company retains the right but not the obligation to redeem the Incentive Shares for cash instead.

Circumstances where the Company may exercise this right include, but are not limited to, where the Company

is not authorised to issue additional Ordinary Shares or on the winding-up or takeover of the Company.

Any holder of Incentive Shares who exercises their Incentive Shares prior to other holders is entitled to their

proportion of the Incentive Value to the date that they exercise but no more. Their proportion is determined by

the number of Incentive Shares they hold relative to the total number of issued shares of the same class.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

18.’ SHARE-BASED PAYMENTS (CONTINUED)

Vesting Conditions and Vesting Period

The Incentive Shares are subject to certain vesting conditions, at least one of which must be (and continue to

be) satisfied in order for a holder of Incentive Shares to exercise its redemption right.

The vesting conditions are as follows:

i. it is later than the third anniversary of the initial Business Acquisition and earlier than the seventh

anniversary of the Business Acquisition;

ii. a sale of all or substantially all of the revenue or net assets of the business of the Subsidiary in

combination with the distribution of the net proceeds of that sale to the Company and then to its

shareholders;

iii. a sale of all of the issued ordinary shares of the Subsidiary or a merger of the Subsidiary in combination

with the distribution of the net proceeds of that sale or merger to the Company's shareholders;

iv. where, by corporate action or otherwise, the Company effects an in-specie distribution of all or

substantially all of the assets of the Group to the Company's shareholders;

v. aggregate cash dividends and cash capital returns to the Company's Shareholders are greater than or

equal to aggregate subscription proceeds received by the Company;

vi. a winding-up of the Company;

vii. a winding-up of the Subsidiary; or

viii. a sale, merger or change of control of the Company.

If any of the vesting conditions described in paragraphs (ii) to (viii) above are satisfied before the third

anniversary of the initial Business Acquisition, the Incentive Shares will be treated as having vested in full.

Holding of Incentive Shares

MLTI holds Incentive Shares entitling them in aggregate to 100% of the Incentive Value. Any future management

partners or senior executive management team members receiving Incentive Shares will be dilutive to the

interests of existing holders of Incentive Shares, however the share of the Growth of the Incentive Shares in

aggregate will not increase.

The following shares issued on 25 November 2020 remained in issue at 30 June 2024 and 30 June 2023:

Nominal Price

Issue price per A

ordinary share

£’s

Number of

A ordinary

Unrestricted

market value at

grant date £’s

IFRS 2

Fair value

£’s

Marwyn Long Term

Incentive LP

£0.01 7.50 2,000 15,000 169,960

Valuation of Incentive Shares

Valuations were performed by Deloitte LLP using a Monte Carlo model to ascertain the unrestricted market value

and the fair value at grant date. Details of the valuation methodology and estimates and judgements used in

determining the fair value are noted herewith and were in accordance with IFRS 2 at grant date.

There are significant estimates and assumptions used in the valuation of the Incentive Shares. Management has

considered at the grant date, the probability of a successful first Business Acquisition by the Company and the

potential range of value for the Incentive Shares, based on the circumstances on the grant date.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

18.’ SHARE-BASED PAYMENTS (CONTINUED)

The fair value of the Incentive Shares granted under the scheme was calculated using a Monte Carlo model with

the following inputs:

Issue date

Share designation

at balance sheet

date Volatility Risk-free rate

Expected term*

(years)

25 November 2020 A Shares 25% 0.0% 7.0

*The expected term assumes that the Incentive Shares are exercised 7 years post-acquisition.

The Incentive Shares are subject to the Preferred Return being achieved, which is a market performance

condition, and as such has been taken into consideration in determining their fair value. The model incorporates

a range of probabilities for the likelihood of a Business Acquisition being made of a given size.

Expense related to Incentive Shares

There were no service conditions attached to the MLTI shares and as result the fair value at grant date of

£169,960, less the subscription price of £15,000 (a net amount of £154,960) was expensed to the profit and loss

account on issue, with the total fair value being recorded in the share-based payment reserve.

19. RELATED PARTY TRANSACTIONS

James Corsellis, Antoinette Vanderpuije, and Tom Basset have served as directors of the Company during the

year. Funds managed by MIM LLP, of which James Corsellis is a managing partner and Antoinette Vanderpuije

and Tom Basset are both partners, hold 75% of the Company's issued Ordinary Shares and Warrants and 100%

of the A Shares and A Warrants at the 30 June 2024 as well as the Sponsor Share. The £1 due for the Sponsor

Share remains unpaid at the 30 June 2024 (2023: £1 due).

James Corsellis, Tom Basset, and Antoinette Vanderpuije have a beneficial interest in the Incentive Shares

through their indirect interest in Marwyn Long Term Incentive LP which owns 2,000 A ordinary shares in the

capital of MAC III (BVI) Limited which are disclosed in Note 18. Mark Brangstrup Watts also had an indirect

beneficial interest in the A ordinary shares until he stepped down as director on 6 November 2022.

James Corsellis is the managing partner of MC LLP, and Antoinette Vanderpuije and Tom Basset are also both

partners. MC LLP provides corporate finance support, company secretarial, administration and accounting

services to the Company. On an ongoing basis a monthly fee of £26,175 (£25,000 up to December 2023) per

calendar month charged for the provision of the corporate finance services and managed services support is

charged on a time spent basis. The total amount charged, inclusive of VAT, in the year ended 30 June 2024 by

MC LLP for services was £367,379 (2023: £379,776) and they had incurred expenses on behalf of the Company

of £29,729 (2023: £32,933) and the total amount owed to MCLLP as at the year end is £35,103 (2023: £25,768).

The Company recharged costs during the year associated with provision of project services of £Nil (2023:

£10,750) to Marwyn Acquisition Company II Limited (“MAC II”), of which £Nil (2023: £Nil) was due to MAC II at

year end. MAC II is related to the Group through James Corsellis being a director of MAC II.

As disclosed in more detail in Note 22 of these Financial Statements, the Company repurchased and cancelled 5

million A Shares and matching Warrants after the Balance Sheet date.

20. COMMITMENTS AND CONTINGENT LIABILITIES

There were no commitments or contingent liabilities outstanding at 30 June 2024 which would require disclosure

or adjustment in these Financial Statements (2023: £Nil).

21. INDEPENDENT AUDITOR’S REMUNERATION

Audit fees payable for the year ended 30 June 2024 are £24,580 (2023: £23,000). Fees payable for the year ended

30 June 2024 in respect of any non-audit related procedures are £Nil (2023: £Nil).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

22. POST BALANCE SHEET EVENTS

On 7 July 2024, following the 30 June 2024 year end, the Company announced that it had repurchased and

cancelled 5 million of its unlisted A Shares of no par value and 5 million unlisted matching A Warrants for an

aggregate consideration of £5,000,000.

The Repurchase and Cancellation was carried out in accordance with the memorandum and articles of

association of the Company and, in the case of the A Warrants, the instrument constituting the A Warrants,

pursuant to the terms of a repurchase agreement between (i) the Company; and (ii) Marwyn Value Investors LP

and MVI II Holdings I LP (being the holders of the A Shares and A Warrants) dated 5 July 2024. The sellers are

each managed by MIM LLP.

Neither the A Shares nor the A Warrants carry any voting rights and therefore the number of voting rights in the

Company is unaffected by the Repurchase and Cancellation. The total number of Ordinary Shares in the Company

in issue remains 700,000, each with equal voting rights.

No other material post balance sheet events, that would require disclosure or adjustment to these Financial

Statements, has arisen since 30 June 2024.

ADVISERS

Company Secretary

Company Broker

Antoinette Vanderpuije

Zeus Capital Limited

11 Buckingham Street

125 Old Broad Street

London

WC2N 6DF

EC2N 1AR

Email: MAC3@marwyn.com

English legal advisers to the Company

Assistant Company Secretary

Travers Smith LLP

Conyers Corporate Services (BVI) Limited

10 Snow Hill

Commerce House

London

Wickhams Cay 1

EC1A 2AL

Road Town

Tortola

British Virgin Islands

VG1110

Depository

BVI legal advisers to the Company

Link Market Services Trustees Limited

Conyers Dill & Pearman

The Registry

Commerce House

34 Beckenham Road

Wickhams Cay 1

Beckenham

Road Town

Kent

Tortola

BR3 4TU

British Virgin Islands

VG1110

Independent auditor

Registrar

Baker Tilly Channel Islands Limited

Link Market Services (Guernsey) Limited

2nd Floor, Lime Grove House

Mont Crevelt House

Green Street

Bulwer Avenue

St Helier

St Sampson

Jersey

Guernsey

JE2 4UB

GY2 4LH

Registered Agent

Conyers Trust Company (BVI) Limited

Commerce House

Wickhams Cay 1

Road Town

Tortola

British Virgin Islands

VG1110