254900YT8SO8JT2LGD15-2025-06-30-0-en.xhtml

MANAGEMENT REPORT

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

III Limited (the “Company”) for the year ended 30 June 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

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

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

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

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

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

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

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

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

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

• 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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL INFORMATION

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

a BVI business company (registered number 2040967) under the BVI Business Company Act, 2004. The Company

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

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

establishment (BR022832) at 11 Buckingham Street, London WC2N 6DF.

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

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

The Company

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

2. MATERIAL ACCOUNTING POLICIES

(a) Basis of preparation

The Financial Statements for the year ended 30 June 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

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.

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

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

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

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

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

607,317

557,733

7. FINANCE INCOME

Year

ended

30 June

2025

Year ended

30 June

2024

£’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

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

(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

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

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

11. OTHER RECEIVABLES

As at

30 June

2025

As at

30 June

2024

£’s

Amounts receivable within one

year:

Prepayments

8,625

5,324

Due from related party (Note 19)

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

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

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

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.