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MARWYN ACQUISITION COMPANY III LIMITED
Annual Report and Audited Consolidated
Financial Statements
For the year ended 30 June 2025
CONTENTS
1
Management Report 2
Responsibility Statement 8
Independent Auditor’s Report 10
Consolidated Statement of Comprehensive Income 14
Consolidated Statement of Financial Position 15
Consolidated Statement of Changes in Equity 16
Consolidated Statement of Cash Flows 17
Notes to the Consolidated Financial Statements 18
Advisers 34
MANAGEMENT REPORT
2
We present to our shareholders the audited consolidated financial statements of Marwyn Acquisition Company
III Limited (the “Company”) for the year ended 30 June 2025 (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 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 loss after taxation for the year to 30 June 2025 was £125,972 (2024: profit of £88,580). The
Group held a cash balance at the year end of £4,719,542 (2024: £10,054,287). 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 £281,345 (2024: £519,313) 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
3
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 and Palmer Street Limited, the chairman
of MAC Alpha Limited, and a director of 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 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
previous successful acquisition companies launched by Marwyn. The Company has also issued 1 sponsor share
to an entity managed by MIM LLP.
MANAGEMENT REPORT
4
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.
On 5 July 2024, 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").
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.
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 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 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 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
5
The Group’s only significant asset is cash. As at the statement of financial position date the Group’s cash balance
was £4,719,542 (2024: £10,054,287). 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
6
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 2025, the Group has net assets of £3,254,044 (2024: £7,680,016), net assets excluding warrant
liabilities of £4,640,044 (2024: £9,966,016) and a cash balance of £4,719,542 (2024: £10,054,287). 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 2025, £12 million had been drawn down under the FPA. Of this £12 million, £5
million was used to repurchase and cancel 5,000,000 of the 12,000,000 unlisted A Shares and matching A
Warrants, as further explained in Note 14. The amount available to be drawn as at 30 June 2025 remains at £8
million despite this, as the £5 million cannot be called again. Whilst the FPA provides a mechanism for the
MANAGEMENT REPORT
7
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 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
Discussions with prospective management partners continue to be progressed, and the Directors look forward
to providing shareholders with a further update in due course.
RESPONSIBILITY STATEMENT
8
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 2025, which give a true and fair view of the state of affairs of the Group and
the loss of the Group for that year.
The Directors have acted honestly and in good faith and in what the Directors 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 loss of the Group; and
• The management report includes a fair review of the development and performance of the business
and the financial position of the Group, together with a description of the principal risks and
uncertainties that it faces.
RESPONSIBILITY STATEMENT
9
Independent Auditor
Baker Tilly Channel Islands Limited ("BTCI") remains the Company's independent auditor for the year ended 30
June 2025 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 loss 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 24 September 2025 and is signed on its behalf.
By Order of the Board
James Corsellis
Chairman
24 September 2025
INDEPENDENT AUDITOR’S REPORT
10
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 2025, 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 2025, 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 £146,400 (PY: £345,000), 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: 70%) of materiality for the consolidated financial statements as a
whole, which equates to £124,400 (PY: £241,000). 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 £7,300 (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.
INDEPENDENT AUDITOR’S REPORT
11
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 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
INDEPENDENT AUDITOR’S REPORT
12
• 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 24 June 2025 to audit the consolidated
financial statements. Our total uninterrupted period of engagement is 4 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 24 June 2025. 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: 24 September 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
13
The Group’s activities derive from continuing operations.
The notes on pages 18 to 33 form an integral part of these Financial Statements.
Year
ended
30 June
2025
Year e
nded
30 June
2024
Note
£’s
£’s
Administrative expenses
6
(607,317)
(557,733)
Total operating loss
(607,317)
(557,733)
Finance income
7
281,345
519,313
Movement in fair value of warrants
14
-
127,000
Reversal of unrealised loss on cancellation of A warrants
14
200,000
-
(Loss)/profit for the year before tax
(125,972)
88,580
Income tax
8
-
-
(Loss)/profit for the year
(125,972)
88,580
Total other comprehensive income
-
-
Total comprehensive (loss)/profit for the year
(125,972)
88,580
(Loss)/profit per ordinary share
£’s
£’s
Basic and Diluted
9
(0.0162)
0.0070

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
14
The notes on pages 18 to 33 form an integral part of these Financial Statements.
The Financial Statements were issued and approved by the Board of Directors on 24 September 2025 and were
signed on its behalf by:
James Corsellis
Chairman
Antoinette Vanderpuije
Director
As at
30 June 2025
As at
30 June 2024
Assets
Note
£’s
£’s
Current assets
Other receivables
11
208,290
9,920
Cash and cash equivalents
12
4,719,542
10,054,287
Total current assets
4,927,832
10,064,207
Total assets
4,927,832
10,064,207
Equity and liabilities
Equity
Ordinary Shares
15
326,700
326,700
A Shares
15
6,020,000
10,320,000
Sponsor share
15
1
1
Share-based payment reserve
18
169,960
169,960
Accumulated losses
(3,262,617)
(3,136,645)
Total equity
3,254,044
7,680,016
Current liabilities
Trade and other payables
13
287,788
98,191
Warrants
14
1,386,000
2,286,000
Total liabilities
1,673,788
2,384,191
Total equity and liabilities
4,927,832
10,064,207

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
15
The notes on pages 18 to 33 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 2023
326,700
10,320,000
1
169,960
(3,225,225)
7,591,436
Total comprehensive profit for the year
-
-
-
-
88,580
88,580
Balance at 30 June 2024
326,700
10,320,000
1
169,960
(3,136,645)
7,680,016
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

CONSOLIDATED STATEMENT OF CASH FLOWS
16
Year ended
30 June
Year ended
30 June
2025
2024
Note
£’s
£’s
Operating activities
(Loss)/profit for the year
(125,972)
88,580
Adjustments to reconcile total operating (loss)/profit to net cash
flows:
Finance income
7
(281,345)
(519,313)
Fair Value (gain) on warrant liability
14
-
(127,000)
Reversal of unrealized loss on cancellation of A warrants
14
(200,000)
-
Working capital adjustments:
(Increase)/decrease in other receivables
11
(198,370)
10,860
Increase in trade and other payables
13
189,597
2,243
Net cash flows used in operating activities
(616,090)
(544,630)
Investing activities
Interest received
7
281,345
519,313
Net cash flows received from investing activities
281,345
519,313
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
(5,334,745)
(25,317)
Cash and cash equivalents at the beginning of the year
10,054,287
10,079,604
Cash and cash equivalents at the end of the year
12
4,719,542
10,054,287
The notes on pages 18 to 33 form an integral part of these Financial Statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17
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 2025 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 2025, the Group has net assets of £3,254,044 (2024: £7,680,016) net assets excluding warrant
liabilities of £4,640,044 (2024: £9,966,016) and a cash balance of £4,719,542 (2024: £10,054,287). 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 2025 £12 million had been drawn
down under the FPA. Of this £12 million, £5 million was used to repurchase and cancel 5,000,000 of the
12,000,000 unlisted A Shares and matching A Warrants, as further explained in Note 14. The amount available
to be drawn as at 30 June 2025 remains at £8 million despite this, 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 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
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
18
2.’’’ACCOUNTING POLICIES (CONTINUED)
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.
Standard
Effective date
Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of financial
instruments *;
1 January 2026
IFRS 18 – Presentation and Disclosure of 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.
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 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 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
19
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.
On 5 July 2024, the Company announced that it had repurchased and cancelled 5,000,000 of its 12,000,000
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. 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 has been recognised on the
cancelation of A Warrants relating to the reversal of all previously recognised unrealised movements on those A
Warrants since the date of issuance. This has been recorded in the statement of comprehensive income for the
period.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20
2.’’’ACCOUNTING POLICIES (CONTINUED)
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.
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). 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
21
5. EMPLOYEES AND DIRECTORS
During year ended 30 June 2025, 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.
6. ADMINISTRATIVE EXPENSES
Year
ended
30 June
2025
Year
ended
30 June
2024
£’s
£’s
Group expenses by nature
Professional support
579,216
531,458
Audit fees payable (Note 21)
25,615
24,580
Other
expenses
2,486
1,6
95
607,317
557,733
7. FINANCE INCOME
Year
ended
30 June
2025
Year ended
30 June
2024
£’s
£’s
Interest on bank deposits
281,345
519,313
281,345
519,313
8. INCOME TAX
Year ended
30 June
2025
Year ended
30 June
2024
£’s
£’s
Analysis of tax in year
Current tax on profit/ (loss) for the year
-
-
Total current tax
-
-
Reconciliation of effective rate and tax charge:
Year ended
30 June
2025
Year ended
30 June
2024
£’s
£’s
(Loss)/profit on ordinary activities before tax
(125,972)
88,580
(Loss)/profit on ordinary activities multiplied by the rate of corporation
tax in the UK of 25% (2024: 25%)
(31,493)
22,145
Effects of:
Expenses not deductible for tax purposes
(43,009)
(30,325)
Tax losses not utilised
74,502
8,180
Total taxation charge
-
-
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
22
8. INCOME TAX (CONTINUED)
The Group is tax resident in the UK. As at 30 June 2025, cumulative tax losses available to carry forward against
future trading profits were £1,564,509 (2024: £1,266,502) 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 2024 were reported as £1,266,502 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 loss/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.
In the year ended 30 June 2025, 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. If the previously
unrealised gain of £200,000 on the A Warrant repurchase and cancellation which was recorded in the statement
of comprehensive income for the period was removed, the Company would have made a greater loss.
As the Company made a profit in the prior year, the Warrants were 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 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 prior 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.
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 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 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
23
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
2025
Year ended
30 June
2025
Basic
(Loss)/ profit attributable to owners of the parent (£’s)
(125,972)
88,580
Weighted average shares in issue
7,754,945
12,700,000
Basic (loss)/profit per ordinary share (£’s)
(0.0162)
0.0070
Diluted
(Loss)/profit attributable to owners of the parent (£’s)
(125,972) 88,580
Effect of Warrants and A Warrants in issue (Note 14)
-
(127,000)
Adjusted loss attributable to owners of the parent (£’s)
(125,972)
(38,420)
10. INVESTMENT IN 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 2025:
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
24
11. OTHER RECEIVABLES
As at
30 June
2025
As at
30 June
2024
£’s
£’s
Amounts receivable within one
year:
Prepayments
8,625
5,324
Due from related party (Note 19)
-
1
VAT receivable
199,665
4,595
208,290
9,920
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
2025
As at
30 June
2024
£’s
£’s
Cash and cash equivalents
Cash at bank
4,719,542
10,054,287
4,719,542
10,054,287
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 (2024: P-1), as issued by Moody’s, are accepted.
13. TRADE AND OTHER PAYABLES
As at
30 June
2025
As at
30 June
2024
£’s
£’s
Amounts falling due within one year:
Trade payables
13,490
3,790
Due to a related party (Note 19)
189,460
35,103
Accruals
84,838
59,298
287,788
98,191
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
25
14. WARRANT LIABLITY
Amounts falling
due within one
year
£’s
Fair value of warrants:
Fair value of warrants at
1 July 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
Fair value movement of warrants:
Warrant liability
– ordinary 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
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.
On 5 July 2024, the Company announced that it had repurchased and cancelled 5,000,000 of its 12,000,000
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. 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 has been recognised on the
cancelation of A Warrants relating to the reversal of all previously recognised unrealised movements on those A
Warrants since the date of issuance. This has been recorded in the statement of comprehensive income for the
period.
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
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
26
14.’’ WARRANT LIABLITY (CONTINUED)
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 2025, the fair value was assessed as £0.18 per
Warrant (2024: £0.18 per warrant) resulting in no movement in fair value for the year (2024: £127,000 fair value
gain). The Directors are responsible for determining the fair value of the warrants at each reporting date, the
underlying calculations are prepared by Deloitte LLP.
The key assumptions used in determining the fair value of the Warrants are as follows:
As at
3
0 June
2025
As at
30 June
2024
Combined price of a share and warrant
£1
£1
Exercise price
£1
£1
Expected volatility
25.0%
25.0%
Risk free rate
3.9%
4.1%
Expected dividends
0.0%
0.0%
Expected term
5th anniversary of
the completion of a
Business Acquisition
5th anniversary of
the completion of a
Business Acquisition
15. STATED CAPITAL
As at
30 June
2025
As at
30 June
2024
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
10,320,000
1 sponsor share of no par value
1
1
Total
6,346,701
10,646,701
As at
30 June
2025
As at
30 June
2024
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
12,000,000
Sponsor share of no par value
1
1
Total
7,700,001
12,700,001
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
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
27
15. STATED CAPITAL (CONTINUED)
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
£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.
On 5 July 2024, the Company announced that it had repurchased and cancelled 5,000,000 of its 12,000,000
unlisted A Shares of no par value and 5 million unlisted matching A Warrants for an aggregate consideration of
£5,000,000. Further information can be found in Note 14.
There has been no issue of any share capital in the year ended 30 June 2025.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
28
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 2025:
As at
30 June
2025
As at
30 June
2024
£’s
£’s
Financial assets measured at amortised cost
Cash and cash equivalents (Note
12)
4,719,542
10,054,287
Due from related party (Note
12)
-
1
4,719,542
10,054,288
Financial liabilities measured at amortised cost
Trade payables (Note 13)
13,490
3,790
Due to related party (Note 13)
189,460
35,103
Accruals
(Note 13)
84,838
59,298
287,788
98,191
Financial liabilities measured at FVPL
Warrant Liability (Note
14)
1,386,000
2,286,000
1,386,000
2,286,000
All financial instruments are classified as current assets and current liabilities. There are no non-current financial
instruments as at 30 June 2025.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29
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 (2024: 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 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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30
18.’ SHARE-BASED PAYMENTS (CONTINUED)
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.
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 2025 and 30 June 2024:
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31
18.’ SHARE-BASED PAYMENTS (CONTINUED)
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.
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 2025 as well as the Sponsor Share. The £1 due for the Sponsor
Share was paid in the year (2024: £1 due). On 5 July 2024, the Company announced that it had repurchased and
cancelled 5,000,000 unlisted A Shares and matching A Warrants for an aggregate consideration of £5,000,000
from Marwyn Value Investors LP and MV II Holdings I LP, both of which are managed by MIM LLP. Accordingly,
a gain of £200,000 has been recognised on the cancelation of A Warrants.
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.
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 £27,484 (£26,175 up to February 2025) 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 2025 by
MC LLP for services was £460,777 (2024: £367,379) and they had incurred expenses on behalf of the Company
of £32,475 (2024: £29,729) and the total amount owed to MCLLP as at the year end is £189,460 (2024: £35,103).
20. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding at 30 June 2025 which would require disclosure
or adjustment in these Financial Statements (2024: £Nil).
21. INDEPENDENT AUDITOR’S REMUNERATION
Audit fees payable for the year ended 30 June 2025 are £25,615 (2024: £24,580). Fees payable for the year ended
30 June 2025 in respect of any non-audit related procedures are £Nil (2024: £Nil).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
32
22. POST BALANCE SHEET EVENTS
In anticipation of the expiry of the transitional provisions of the UK Listing Rules ("UKLRs") on 29 July 2025 (which
have applied to the Company as a shell company since 29 July 2024, (the “Transition Period”), the Company
announced on 28 July 2025 that it had adopted a revised memorandum and articles of association of the
Company (the "New Constitution").
The New 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 New
Constitution also provides that (as permitted by the UKLRs) the Initial Transaction Deadline may be extended by
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 shareholder vote will be proposed on or before July 2027 in order to seek an extension to the
Initial Transaction Deadline.
ADVISERS
33
Company Secretary
Company Broker
Antoinette Vanderpuije
Zeus Capital Limited
11 Buckingham Street
24 Martin Lane
London
London
WC2N 6DF
EC4R 0DR
Email: MAC3@marwyn.com
English legal advisers to the Company
Assistant Company Secretary
Travers Smith LLP
Conyers Trust Company (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
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