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MARWYN ACQUISITION COMPANY III LIMITED
Annual Report and Audited Consolidated Financial
Statements
For the year ended 30 June 2026

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CONTENTS
1
Management Report 2
Responsibility Statement 7
Independent Auditor’s Report 9
Consolidated Statement of Comprehensive Income 12
Consolidated Statement of Financial Position 13
Consolidated Statement of Changes in Equity 14
Consolidated Statement of Cash Flows 15
Notes to the Consolidated Financial Statements 16
Advisers 29
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MANAGEMENT REPORT
2
We present to shareholders the audited consolidated financial statements of Marwyn Acquisition Company III Limited (the
“Company”) for the year ended 30 June 2026 (the “Financial Statements”), consolidating the results of Marwyn Acquisition
Company III Limited and its subsidiary, MAC III (BVI) Limited (the “Subsidiary”) (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.
On 9 October 2025, the Company announced that it was in discussions with private capital administrator, Palmer Street
Limited (“Palmer”) and accordingly the Company’s shares were suspended from trading. The Company subsequently
announced on 6 March 2026 that discussions with Palmer had been terminated, and the shares were subsequently
readmitted to trading.
Following the cessation of discussions with Palmer, the Directors continue to consider a broad range of sectors. 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 continued to progress discussions with potential management partners during the period who have
recognised the listed status and flexible structure of the Company as providing an attractive platform to execute organic and
inorganic growth strategies.
Results
The Group’s total profit for the year to 30 June 2026 was £174,123 (2025: loss of £125,972). The Group held cash and cash
equivalents at the year end of £4,283,283 (2025: £4,719,542). The Group has not completed an acquisition and as such is not
yet income generating, however, during the year the Group earned finance income of £170,853 (2025: £281,345) 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 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.
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MANAGEMENT REPORT
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James is currently Managing Partner of Marwyn Capital LLP (‘’MC LLP’’) and Chief Investment Officer of Marwyn Investment
Management LLP (‘’MIM LLP’’), a director of Silvercloud Holdings Limited, Palmer, MAC Alpha Limited, InvestAcc Group
Limited, and 450 Plc.
Antoinette Vanderpuije, Non-Executive Director
Antoinette has been a Partner of the Marwyn group for over fifteen 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.
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 director of MAC Alpha Limited, and 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 director of 450 Plc, MAC Alpha Limited, and 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 the
Group’s first operating business acquisition (“Initial 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 (“Ordinary Shares”) and matching warrants (“Warrants”)
for a total price of £700,000. 75% of the Ordinary Shares and matching Warrants were issued to an entity managed by MIM
LLP, the remaining 25% were issued to senior executive managers of previous successful acquisition companies launched by
Marwyn. The Company has also issued 1 sponsor share (the "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 million. On 5
July 2024, the Company announced that it had repurchased and cancelled 5 million A Shares of no par value and 5 million
matching A Warrants for an aggregate consideration of £5 million (the "Repurchase and Cancellation"), therefore at the year
end, 7 million A Shares and A Warrants remain in issue.
Neither the A Shares nor the A Warrants carry any voting rights. The total number of Ordinary Shares in the Company in issue
is 700,000, each with equal voting rights.
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MANAGEMENT REPORT
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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 has decided not to adopt the UK Corporate Governance Code 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 initially carried out by the Directors of the Company, along with its advisers, in preparation for
the Company’s IPO on 4 December 2020, which was updated in the Company’s second prospectus dated 29 April 2022. The
Company’s prospectuses are available on the Company’s website: www.marwynac3.com. The Company’s risk assessment is
reviewed on at least an annual basis and updated as required.
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
£4,283,283 (2025: £4,719,542). 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.
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MANAGEMENT REPORT
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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 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 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 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 MC LLP, and Tom Basset and Antoinette Vanderpuije are partners in MC LLP,
a firm which provides corporate finance, company secretarial, administration and accounting services to the Group.
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MANAGEMENT REPORT
6
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 the Subsidiary 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 2026, the Group has net assets of £3,428,167 (2025: £3,254,044), net assets excluding warrant liabilities of
£4,198,167 (2025: £4,640,044) and a cash balance of £4,283,283 (2025: £4,719,542). 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 an Initial Acquisition, the Company may need to raise additional funds to finance an Initial
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 Initial Acquisition. The ability of the Company to raise additional funds in relation
to an Initial Acquisition may affect its ability to complete that Initial Acquisition. Other factors outside of the Company’s
control may also impact on the Company’s ability to complete that Initial Acquisition. The key risks relating to the Company’s
ability to execute its stated strategy are set out on pages 4 and 5 in the ‘Risk management and internal control systems’
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. As at 30 June 2026,
£12 million had been drawn down under the FPA. Of this £12 million, £5 million was returned through the repurchase and
cancellation of 5 million of the 12 million unlisted redeemable A Shares and matching A Warrants, as further explained in
Note 14. The amount available to be drawn as at 30 June 2026 is £8 million, as the £5 million cannot be called again. Whilst
the FPA provides a mechanism for the Company to raise additional funds, as any drawdown is not under the exclusive control
of 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 the macroeconomic backdrop, and the ongoing operating costs expected to be incurred by
the Group 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 continue to pursue opportunities with potential management partners, which, 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.
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RESPONSIBILITY STATEMENT
7
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 2026, 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 “Conceptual Framework for Financial Reporting”. 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 London 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 accepts 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 with DTR 4.1 of the FCA’s Disclosure Guidance and Transparency Rules 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.
Independent Auditor
Baker Tilly Channel Islands Limited ("BTCI") remains the Company's independent auditor for the year ended 30 June 2026
and has expressed its willingness to continue to act as auditor to the Group.
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RESPONSIBILITY STATEMENT
8
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 confirms that, to the best of their knowledge:
• the Financial Statements, which have been prepared in accordance with EU adopted IFRS, give a true and fair view
of 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 6 October 2026 and is signed on its behalf.
By Order of the Board
James Corsellis
Chairman
6 October 2026
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INDEPENDENT AUDITOR’S REPORT
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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 2026, 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 2026, 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’’); 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. We have
determined that there are no key audit matters to be communicated in our report.
Our Application of Materiality
Materiality for the consolidated financial statements as a whole was set at £154,200 (PY: £146,400), determined with
reference to a benchmark of net assets, of which it represents 4.5% (PY: 4.5%).
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 85% (PY: 85%) of materiality for the consolidated financial statements as a whole, which
equates to £131,100 (PY: £124,400). 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 £7,700 (PY: £7,300), 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

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INDEPENDENT AUDITOR’S REPORT
10
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 7 and 8, the Directors are responsible
for the preparation of consolidated financial statements that give a true and fair view in accordance with IFRS, 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;
• Performed substantive analytical procedures, as well as reviewing 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.

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INDEPENDENT AUDITOR’S REPORT
11
Other Matters which we are Required to Address
We were re-appointed by Marwyn Acquisition Company III Limited on 17 June 2026 to audit the consolidated financial
statements. Our total uninterrupted period of engagement is 5 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 Board 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 17
June 2026. 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: 6 October 2026

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
12
The Group’s activities derive from continuing operations.
The notes on pages 16 to 28 form an integral part of these Financial Statements.
Year ended
30 June
2026
Year ended
30 June
2025
Note £’s
£’s
Administrative expenses 6 (612,730)
(607,317)
Total operating loss (612,730)
(607,317)
Finance income 7 170,853
281,345
Movement in fair value of warrant liabilities 14 616,000
-
Reversal of unrealised loss on cancellation of A Warrants 14 -
200,000
Profit/(loss) for the year before tax 174,123
(125,972)
Income tax 8 -
-
Profit/(loss) for the year 174,123
(125,972)
Total other comprehensive income -
-
Total comprehensive profit/(loss) for the year 174,123
(125,972)
Profit/(loss) per Ordinary Share and A Share £’s
£’s
Basic and Diluted 9 0.0226
(0.0162)


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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
13
The notes on pages 16 to 28 form an integral part of these Financial Statements.
The Financial Statements were issued and approved by the Board of Directors on 6 October 2026 and were signed on its
behalf by:
James Corsellis
Chairman
Antoinette Vanderpuije
Director
As at
30 June 2026
As at
30 June 2025
Assets
Note £’s
£’s
Current assets
Other receivables 11 29,482
208,290
Cash and cash equivalents 12 4,283,283
4,719,542
Total current assets
4,312,765
4,927,832
Total assets 4,312,765
4,927,832
Equity and liabilities
Equity
Ordinary Shares 15 326,700
326,700
A Shares 15 6,020,000
6,020,000
Sponsor share 15 1
1
Share-based payment reserve 18 169,960
169,960
Accumulated losses
(3,088,494)
(3,262,617)
Total equity
3,428,167
3,254,044
Current liabilities
Trade and other payables 13 114,598
287,788
Warrants 14 770,000
1,386,000
Total liabilities
884,598
1,673,788
Total equity and liabilities 4,312,765
4,927,832


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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
14
The notes on pages 16 to 28 form an integral part of these Financial Statements.
Ordinary
Shares
A Shares Sponsor Share
Share based
payment
reserve
Accumulated
losses Total equity
£’s £’s £’s £’s £’s £’s
Balance at 1 July 2024
326,700
10,320,000 1 169,960 (3,136,645) 7,680,016
Total comprehensive loss for the year
- - - - (125,972) (125,972)
Repurchase and cancellation of A Shares
- (4,300,000) - - - (4,300,000)
Balance at 30 June 2025
326,700 6,020,000 1 169,960 (3,262,617) 3,254,044
Ordinary
Shares
A Shares Sponsor Share
Share based
payment
reserve
Accumulated
losses Total equity
£’s £’s £’s £’s £’s £’s
Balance at 1 July 2025
326,700
6,020,000 1 169,960 (3,262,617) 3,254,044
Total comprehensive profit for the year
- - - - 174,123 174,123
Balance at 30 June 2026
326,700 6,020,000 1 169,960 (3,088,494) 3,428,167


Graphics
CONSOLIDATED STATEMENT OF CASH FLOWS
15
Year ended
30 June
Year ended
30 June
2026
2025
Note
£’s
£’s
Operating activities
Profit/(loss) for the year
174,123
(125,972)
Adjustments to reconcile total operating profit/(loss) to net cash flows:
Finance income
7 (170,853)
(281,345)
Movement in fair value of warrant liabilities
14 (616,000)
-
Reversal of unrealised loss on cancellation of A Warrants
14 -
(200,000)
Working capital adjustments:
Decrease/(increase) in other receivables
11 178,808
(198,370)
(Decrease)/increase in trade and other payables
13 (173,190)
189,597
Net cash flows used in operating activities
(607,112)
(616,090)
Investing activities
Interest received
7 170,853
281,345
Net cash flows received from investing activities
170,853
281,345
Financing activities
Repurchase of A Shares 14 -
(4,300,000)
Repurchase of A Warrants 14
-
(700,000)
Net cash flows used in financing activities
-
(5,000,000)
Net decrease in cash and cash equivalents
(436,259)
(5,334,745)
Cash and cash equivalents at the beginning of the year
4,719,542
10,054,287
Cash and cash equivalents at the end of the year
12 4,283,283
4,719,542
The notes on pages 16 to 28 form an integral part of these Financial Statements.


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
16
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 Companies 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 is collectively the Group). The Directors consider there to be no one
ultimate controlling party.
The transitional provisions of the UK Listing Rules (“UKLRs”), which had applied to the Company as a shell company since 29
July 2024 (the “Transition Period”), expired on 29 July 2025. The Company announced on 28 July 2025 that it had adopted a
revised memorandum and articles of association of the Company (the "Current Constitution") in accordance with this.
The Current Constitution was prepared in accordance with the requirements of UKLR13.2.1, which applied to the Company
following the expiry of the Transition Period. UKLR13.2.1 primarily requires that the Company's constitution includes a
requirement that it will cease operations if it has not completed an Initial Transaction (as defined in UKLR13) within a 24-
month period from 30 July 2025 (the "Initial Transaction Deadline"). The Current Constitution also provides that (as
permitted by the UKLRs) the Initial Transaction Deadline may be extended by public shareholder approval for up to three
further 12-month periods (plus a further six months in certain circumstances if an incomplete Initial Transaction is in
progress).
The Company therefore currently expects that, if an Initial Transaction has not been completed on or before July 2027, an
initial vote of the public shareholders will be proposed on or before July 2027 in order to seek an extension to the Initial
Transaction Deadline.



2. MATERIAL ACCOUNTING POLICIES
(a) Basis of preparation
The Financial Statements for the year ended 30 June 2026 have been prepared in accordance with EU adopted 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 2026, the Group has net assets of £3,428,167 (2025: £3,254,044), net assets excluding warrant liabilities of
£4,198,167 (2025: £4,640,044) and a cash balance of £4,283,283 (2025: £4,719,542). 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 an Initial Acquisition, the Company may need to raise additional funds to finance an Initial
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 Initial Acquisition. The ability of the Company to raise additional funds in relation
to an Initial Acquisition may affect its ability to complete that Initial Acquisition. Other factors outside of the Company’s
control may also impact on the Company’s ability to complete that Initial Acquisition. The key risks relating to the Company’s
ability to execute its stated strategy are set out on pages 4 and 5 in the ‘Risk management and internal control systems’
section of this report.



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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17






2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
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. As at 30 June 2026, £12 million had been drawn down under the FPA. Of this £12 million,
£5 million was returned through the repurchase and cancellation of 5 million of the 12 million unlisted A Shares and matching
A Warrants, as further explained in Note 14. The amount available to be drawn as at 30 June 2026 is £8 million, as the £5
million cannot be called again. Whilst the FPA provides a mechanism for the Company to raise additional funds, as any
drawdown is not under the exclusive control of 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 the 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 the 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.

(c) New standards and amendments to International Financial Reporting Standards
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. The
Company notes that whilst the revisions set out in IFRS 18 are not assessed as impacting the reported results or financial
position of the Company, the layout and line items within the primary statements may vary when the IFRS becomes effective.
This is a presentation matter only and does not affect recognition or measurement.
Standard Effective date
IFRS 18 – Presentation and Disclosure in Financial Statements; and 1 January 2027
IFRS 19 – Subsidiaries without Public Accountability: Disclosures* 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.
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the
instrument and are initially measured at fair value, plus or minus directly attributable transaction costs where the instrument
is not measured at fair value through profit or loss. Financial assets and financial liabilities measured at amortised cost are
subsequently measured using the effective interest method, subject to impairment requirements applicable to financial
assets. Warrant liabilities are subsequently measured at fair value through profit or loss as described below.





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 14. 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 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.



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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
18






2. MATERIAL ACCOUNTING POLICIES (CONTINUED)
(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.


(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 and A 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 equity holders of the Company by the
weighted average number of Ordinary Shares and A Shares outstanding during the year. Diluted EPS is calculated by adjusting
the 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.

(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.



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 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). Effective 29 April 2022 the exercise date for the Warrants and
A Warrants was extended to the 5th anniversary of an Initial 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. The ‘fixed for fixed’ test requires the
Company to provide a fixed number of shares for a fixed amount of cash on exercise of the Warrants and A Warrants in order
to recognise the Warrants and A Warrants as equity instruments. 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.


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
19
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (CONTINUED)
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 a trading 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.


5. EMPLOYEES AND DIRECTORS
During the year ended 30 June 2026, the Company had the following Directors: James Corsellis, Antoinette Vanderpuije, and
Tom Basset. The Company has not had any employees since incorporation. No Director receives remuneration or fees under
the terms of their director service agreements. All of the Directors have a beneficial interest in the Incentive Shares issued
by the Subsidiary, which were issued on 25 November 2020.



6. ADMINISTRATIVE EXPENSES
Year ended 30
June
2026
Year ended
30 June
2025
£’s
£’s
Group expenses by nature
Professional support
582,492
579,216
Audit fees payable (Note 21)
27,500
25,615
Other expenses
2,738
2,486
612,730
607,317





7. FINANCE INCOME
Year ended 30
June
2026
Year ended
30 June
2025
£’s
£’s
Interest on bank deposits
170,853
281,345
170,853
281,345




8. INCOME TAX
Year ended
30 June
2026
Year ended
30 June
2025
£’s
£’s
Analysis of tax in year
Current tax on profit/ (loss) for the year -
-
Total current tax
-
-


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20
8. INCOME TAX (CONTINUED)
Reconciliation of effective rate and tax charge:
Year ended
30 June
2026
Year ended
30 June
2025
£’s
£’s
Profit/ (loss) on ordinary activities before tax
174,123
(125,972)
Profit/ (loss) on ordinary activities multiplied by the rate of corporation tax in the
UK of 25% (2025: 25%)
43,531
(31,493)
Effects of:
Non-taxable fair value gains on warrant liabilities (154,000)
(50,000)
Expenses not deductible for tax purposes
9,525
6,991
Tax losses not utilised 100,944
74,502
Total taxation charge
-
-
The Group is tax resident in the UK. As at 30 June 2026, cumulative tax losses available to carry forward against future trading
profits were £1,968,285 (2025: £1,564,509) 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 with 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.

9. EARNINGS / LOSS PER ORDINARY SHARE AND A SHARE
Basic EPS is calculated by dividing the profit/loss 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.
In the year ended 30 June 2026 the Company made a profit and thus the Warrants and A Warrants could be considered
potentially dilutive. However, included in the Consolidated Statement of Comprehensive Income is £616,000 representing a
gain in the fair value movement of the Warrants and A 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 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 and A Warrants would also have an anti-
dilutive effect in the year, resulting in both basic and diluted EPS being the same, therefore, as at 30 June 2026 the Warrants
and A Warrants are not dilutive. Please refer to Note 14 for further information on warrants in issue.
In prior year ended 30 June 2025, due to the Company making a loss, the potential exercise of the Warrants and A Warrants
had an antidilutive impact on EPS, resulting in both basic and diluted EPS being the same.
The Subsidiary has also issued Incentive Shares as detailed in Note 18, which may, in the future, also be dilutive to both the
Ordinary Shareholders and A Shareholders. The Incentive Shares have not been included in the calculation of diluted EPS in
both the current and prior years 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 an Initial
Acquisition (unless certain other events have occurred as detailed in Note 18) and therefore, as the Company has yet to
complete an Initial Acquisition, the Incentive Shares are not currently dilutive.
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.


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
21
9. EARNINGS / LOSS PER ORDINARY SHARE AND A SHARE (CONTINUED)
Year ended
30 June
2026
Year ended
30 June
2025
Basic
Profit/(loss) attributable to owners of the parent (£’s)
174,123 (125,972)
Weighted average shares in issue
7,700,000
7,754,945
Basic profit/(loss) per ordinary share (£’s)
0.0226 (0.0162)
Diluted
Profit/(loss) attributable to owners of the parent (£’s)
174,123 (125,972)
Effect of Warrants and A Warrants in issue (Note 14)
(616,000) -
Adjusted loss attributable to owners of the parent (£’s)
(441,877) (125,972)


10. SUBSIDIARY UNDERTAKING
Marwyn Acquisition Company III Limited is the parent company of the Group, the Group comprises the Company and the
Subsidiary, as detailed below, as at 30 June 2026:
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 the Subsidiary consists of both ordinary shares and Incentive Shares. The Incentive Shares are non-voting
and are held by Marwyn Long Term Incentive LP (‘’MLTI’’). Further details on the Incentive Shares are given in Note 18.
There are no restrictions on the Company’s ability to access or use the assets and settle the liabilities of the Subsidiary. The
registered office of the Subsidiary 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.



11. OTHER RECEIVABLES
As at
30 June
2026
As at
30 June
2025
£’s
£’s
Amounts receivable within one year:
Prepayments 9,024
8,625
VAT receivable 20,458
199,665
29,482
208,290

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.


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
22

12. CASH AND CASH EQUIVALENTS
As at
30 June
2026
As at
30 June
2025
£’s
£’s
Cash and cash equivalents
Cash at bank
4,283,283
4,719,542
4,283,283
4,719,542
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 (2025: P-1), as issued by Moody’s, are accepted.



13. TRADE AND OTHER PAYABLES
As at
30 June
2026
As at
30 June
2025
£’s
£’s
Amounts falling due within one year:
Trade payables 4,058
13,490
Due to a related party (Note 19) 42,545
189,460
Accruals 67,995
84,838
114,598
287,788

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.



14. WARRANT LIABILITY
Amounts falling
due within one
year
£’s
Fair value of warrants at 1 July 2024
2,286,000
Fair value movement of warrants:
Warrant liability - Warrants -
Warrant liability – A Warrants
-
Other movements:
Repurchase and cancellation
(900,000)
Total fair value movement
(900,000)
Fair value of warrants at 30 June 2025
1,386,000
Fair value movement of warrants:
Warrant liability – Warrants
(56,000)
Warrant liability – A Warrants
(560,000)
Total fair value movement
(616,000)
Fair value of warrants at 30 June 2026
770,000
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.




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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23


14. WARRANT LIABILITY (CONTINUED)
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. Under the terms of the A Warrant instrument (“A Warrant Instrument”), A Warrant holders are able
to acquire one Ordinary Share per A 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.
Previously the Warrants were exercisable for 5 years from the date of issue.
On 5 July 2024, the Company announced that it had repurchased and cancelled 5 million of its 12 million unlisted A Shares
of no par value and 5 million unlisted matching A Warrants for an aggregate consideration of £5 million. The Repurchase and
Cancellation was carried out in accordance with the memorandum and articles of association of the Company. The
Repurchase and Cancellation of the 5 million A Warrants resulted in a reduction in the warrant liability of £900,000, equating
to the 5 million A Warrants at their fair value as at 30 June 2024 of £0.18 per A Warrant. The A Warrants had been recorded
at a fair value of £0.14 per A Warrant on the date of issuance, equating to £700,000. Accordingly, a gain of £200,000 was
recognised on the cancellation of A Warrants relating to the reversal of all previously recognised unrealised movements on
those A Warrants since the date of issuance. This was recorded in the Statement of Comprehensive Income.
On 30 June 2026, the fair value of each Warrant and A Warrant was determined to be £0.10 (2025: £0.18), resulting in a
decrease in the warrant liability of £616,000 during the year. Accordingly, a gain of £616,000 has been recognised in the
Statement of Comprehensive Income. The decrease in fair value principally reflects a reduction in the estimated combined
market value of an Ordinary Share or A Ordinary Share and a matching Warrant or A Warrant from £1.00 to £0.75, following
the announcement on 6 March 2026 that discussions with Palmer regarding a potential combination had been terminated.
The Directors are responsible for determining the fair value of the Warrants and A Warrants at each reporting date and the
underlying calculations are prepared by Deloitte LLP.
Warrants are accounted for as a level 3 derivative liability instruments and are measured at fair value at grant date, being
the date that such shares are issued (the “Grant Date”), and revalued at each subsequent balance sheet date. The Warrants
and A Warrants were separately valued at the date of grant. A Black-Scholes option pricing methodology has been used to
determine the fair value, which considered the exercise prices, expected volatility, risk free rate, expected dividends and
expected term.
The key assumptions used in determining the fair value of the Warrants and A Warrants are as follows:
As at
30 June
2026
As at
30 June
2025
Combined price of a share and warrant £0.75
£1
Exercise price £1
£1
Expected volatility 25.0%
25.0%
Risk free rate
4.3%
3.9%
Expected dividends
0.0%
0.0%
Expected term
5th anniversary of the
completion of an Initial
Acquisition
5th anniversary of the
completion of an Initial
Acquisition




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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
24

15. STATED CAPITAL
As at
30 June
2026
As at
30 June
2025
Issued and fully paid £’s
£’s
Ordinary Shares of no par value 326,700
326,700
A Shares of no par value 6,020,000
6,020,000
1 Sponsor Share of no par value 1
1
6,346,701
6,346,701
As at
30 June
2026
As at
30 June
2025
Issued and fully paid No. of shares
No. of shares
Ordinary Shares of no par value 700,000
700,000
A Shares of no par value 7,000,000
7,000,000
Sponsor Share of no par value 1
1
7,700,001
7,700,001
Under the Company’s Current Constitution, the Company is authorised to issue an unlimited number of shares and 100
Sponsor Shares of no par value, divided into five classes as follows:
• an unlimited number of Ordinary Shares without par value;
• an unlimited number of class A ordinary shares without par value;
• an unlimited number of class B ordinary shares without par value (“B Shares”);
• an unlimited number of class C ordinary redeemable shares without par value (“C Shares”);
• 100 Sponsor Shares without par value.
No B Shares or C Shares were in issue at 30 June 2026 (2025: Nil).
On 5 July 2024, the Company announced that it had repurchased and cancelled 5 million of its 12 million unlisted A Shares
of no par value and 5 million unlisted matching A Warrants for an aggregate consideration of £5 million. This resulted in a
reduction to stated capital of £4.3 million, details of the impact on the Warrants and A Warrants can be found in Note 14.
There has been no issue of any share capital in the year ended 30 June 2026.
The Ordinary Shares, A Shares, B Shares and C 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, save that the C Shares rank
in priority to the other classes up to an amount equal to the aggregate redemption price. Only Ordinary Shares have voting
rights attached. Each C Share is redeemable at the redemption price. 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 UKLRs which took effect on 29 July 2024).



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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
25

15. STATED CAPITAL (CONTINUED)
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 Current Constitution, 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.




17. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
The fair value measurement of the Group’s financial and non-financial assets and liabilities utilises 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 2026:
As at
30 June
2026
As at
30 June
2025
£’s £’s
Financial assets measured at amortised cost
Cash and cash equivalents (Note 12)
4,283,283 4,719,542
4,283,283 4,719,542
Financial liabilities measured at amortised cost
Trade payables (Note 13)
4,058 13,490
Due to related party (Note 13)
42,545 189,460
Accruals (Note 13)
67,995 84,838
114,598 287,788
Financial liabilities measured at FVPL
Warrant Liability (Note 14)
770,000 1,386,000
770,000 1,386,000
All financial instruments are classified as current assets and current liabilities. There are no non-current financial instruments
as at 30 June 2026.
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.




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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
26

17. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS (CONTINUED)
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
(2025: P-1), as issued by Moody’s.


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 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, Incentive Shares are issued by the Subsidiary.
As at 30 June 2026, MLTI has subscribed for Incentive 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 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 deemed to 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.


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
27
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 an Initial Acquisition and earlier than the seventh anniversary of an Initial
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 an Initial
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 and have remained in issue since that date:
Nominal Price
Issue price per A
ordinary share £’s
Number of A
ordinary
shares
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 Initial Acquisition by the Company and the potential range of value for
the Incentive Shares, based on the circumstances on the Grant Date.
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.


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
28
18. SHARE-BASED PAYMENTS (CONTINUED)
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 an Initial 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 Statement of Comprehensive Income 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 the Chief Investment Officer 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
as at 30 June 2026, as well as the Sponsor Share. On 5 July 2024, the Company announced that it had repurchased and
cancelled 5 million unlisted A Shares and matching A Warrants for an aggregate consideration of £5 million from Marwyn
Value Investors LP and MVI II Holdings I LP, both of which are managed by MIM LLP. Accordingly, a gain of £200,000 was
recognised on the cancellation of A Warrants in the year ended 30 June 2025. There was no change to the issued share capital
or warrants in issue in the year ended 30 June 2026.
James Corsellis, Tom Basset, and Antoinette Vanderpuije have a beneficial interest in the Incentive Shares through their
indirect interest in MLTI, which owns 2,000 Incentive Shares in the capital of the Subsidiary which is disclosed in Note 18.
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 Group. On an
ongoing basis a monthly fee of £28,858 (£27,484 up to May 2026), exclusive of VAT, is charged for the provision of the
corporate finance services, and managed services support is charged on a time spent basis. The total amount charged,
exclusive of VAT, in the year ended 30 June 2026 by MC LLP for services was £389,302 (2025: £438,597) and they had incurred
expenses on behalf of the Company, exclusive of VAT, of £15,967 (2025: £32,475) and of this the total amount owed to MC
LLP as at the 30 June 2026, inclusive of VAT, is £42,545 (2025: £189,460).



20. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding at 30 June 2026 which would require disclosure or
adjustment in these Financial Statements (2025: £Nil).



21. INDEPENDENT AUDITOR’S REMUNERATION
Audit fees payable for the year ended 30 June 2026 are £27,500 (2025: £25,615). Fees payable for the year ended 30 June
2026 in respect of any non-audit related procedures are £Nil (2025: £Nil).

22. POST BALANCE SHEET EVENTS
There have been no material post balance sheet events that would require disclosure or adjustment to these Financial
Statements.


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ADVISERS
29
Company Secretary Company Broker
Antoinette Vanderpuije Zeus Capital Limited
11 Buckingham Street Royal House
London Sovereign Street
WC2N 6DF Leeds
Email: MAC3@marwyn.com LS1 4BJ
English legal advisers to the Company Assistant Company Secretary
Travers Smith LLP Conyers Corporate Services (BVI) Limited
3 Stonecutter Street Commerce House
London Wickhams Cay 1
EC4A 4AW Road Town
Tortola
British Virgin Islands
VG1110
Depository BVI legal advisers to the Company
MUFG Corporate Markets Trustees (UK) Limited Conyers Dill & Pearman
Central Square Commerce House
29 Wellington Street Wickhams Cay 1
Leeds Road Town
LS1 4DL Tortola
British Virgin Islands
VG1110
Independent auditor Registrar
Baker Tilly Channel Islands Limited MUFG Corporate Markets (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