IKIGAI VENTURES LIMITED
ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
IKIGAI VENTURES LIMITED
CONTENTS PAGE
FOR THE YEAR ENDED 30 JUNE 2025
CONTENTS
Page
Strategic Report
Key Figures
1
Company Overview
2 - 5
CEO's Statement
6 - 7
Directors' Report
8 - 16
Corporate Governance Report
17 - 20
Directors' Remuneration Report
21
Statement of Directors' Responsibilities
22
Independent Auditor's Report
23 - 26
Statement of Comprehensive Income
27
Statement of Financial Position
28
Statement of Changes in Equity
29
Statement of Cash Flows
30
Notes to the Financial Statements
31 - 40
Company Information
41
IKIGAI VENTURES LIMITED
STRATEGIC REPORT: KEY FIGURES
FOR THE YEAR ENDED 30 JUNE 2025
(Expressed in Pounds Sterling)
Year ended
Year ended
30 June 2025
30 June 2024
GBP
GBP
Net Asset Value ("NAV") attributable to shareholders
298,784
671,977
Ordinary Shares
NAV per share attributable to shareholders
0.01
0.03
Ordinary Shares
Share Price
46.5
46.5
(Loss)/earnings per share
(2.2p)
(2.3)p
Diluted (loss)/earnings per share
(2.2p)
(2.3)p
Page 1
IKIGAI VENTURES LIMITED
STRATEGIC REPORT: COMPANY OVERVIEW
FOR THE YEAR ENDED 30 JUNE 2025
PRINCIPAL ACTIVITY
PURPOSE
INVESTMENT STRATEGY AND OBJECTIVES
Since its admission to trading on the London Stock Exchange in September 2022, the Company has actively evaluated
a number of potential acquisition opportunities consistent with its stated strategy. In August 2025, the Company
entered into conditional, non-binding Heads of Terms for the proposed acquisitions of Dotlines Global Plc and Audra
Solutions Ltd. These proposed transactions represent a significant step forward in the execution of the Company’s
investment strategy and, upon completion, would result in the acquisition of operating businesses with established
revenues across Asia and the United Kingdom.
Shortly before announcing a potential reverse takeover, the Company requested a suspension of trading in
accordance with the UK Listing Rules applicable to cash shells. As a result of this standard procedural step, the
Company’s shares were suspended from trading on the London Stock Exchange on 21 August 2025.
DIVIDEND POLICY
Prior to an acquisition it is unlikely that the Company will have any earnings but to the extent the Company has any
earnings it is the Board’s current intention to retain any such earnings for use in its business operations and the
Board does not anticipate declaring any dividends in the foreseeable future. The Company will only pay dividends to
the extent that to do so is in accordance with all applicable laws and is commercially prudent.
The Directors present their strategic report for Ikigai Ventures Limited (the "Company") for the year ended 30 June
2025.
The principal activity of the Company is to carry out business as a special purpose acquisition company. The directors
of the Company (the "Directors") do not envisage any changes in this activity until such time as an acquisition is
made.
STRUCTURE
The Company is a Guernsey incorporated non-cellular company limited by shares, incorporated on 28 May 2021,
with registered number 69265. The Company has a standard listing on the Main Market of the London Stock
Exchange. There are no branches in existence.
The Company was incorporated to acquire one or more high-growth businesses in sectors such as
healthcare,
finance, agriculture, mining, and artificial intelligence, which demonstrate strong ESG (Environmental, Social,
Governance) credentials.
Please refer to the Investment Strategy and Objectives for further information.
The Company’s investment strategy remains focused on identifying and acquiring businesses with experienced
management teams, strong reputations, and sustainable business models capable of international expansion. While
the primary focus is on established and revenue-generating businesses, the Board of Directors (the “Board”) may also
consider
earlier-stage
opportunities
where
it
is
satisfied
that
the
target
possesses
a
credible
growth
plan,
differentiated technology or market position, and a capable management team.
Page 2
IKIGAI VENTURES LIMITED
STRATEGIC REPORT: COMPANY OVERVIEW
FOR THE YEAR ENDED 30 JUNE 2025
The Company currently has no trading operations or active income-generating activities. Until the completion of an
acquisition, its financial resources are used primarily to meet ongoing operating and regulatory expenses. If an
acquisition is not completed within the required timeframe, the Company may need to seek additional capital, which
may not be available on acceptable terms.
The Directors continue to manage operating costs prudently, maintain a disciplined approach to cash management,
and review available funding options on an ongoing basis. In August 2025, the Company entered into conditional,
non-binding Heads of Terms with Dotlines Global Plc and Audra Solutions Ltd. These transactions, once completed,
are expected to introduce profitable operations and strengthen the Group’s capital base.
The Directors anticipate completion of the proposed reverse takeover and re-admission to trading of the Company
onto the AIM Market of the London Stock Exchange by the end of January 2026, subject to the satisfactory
conclusion of due diligence, final documentation, and regulatory approvals.
MANAGEMENT OF THE COMPANY
The Board comprises a majority of independent non-executive directors with extensive knowledge and experience in
establishing and growing businesses as well as experience of managing public companies and their operational and
financial risks. The Directors are aware of the regulatory and legal framework within which the Company operates, as
well as the various roles played by investment companies in shareholders' portfolios. The Board provides oversight of
the Company's activities and ensures that the appropriate financial resources and controls are in place to deliver the
investment strategy and manage the risks associated with such activities.
PRINCIPAL RISKS AND UNCERTAINTIES
The Directors confirm that they have carried out a robust assessment of the principal and emerging risks and
uncertainties facing the Company, including those that would threaten its business model, future performance,
solvency, or liquidity.
A suitable acquisition opportunity may not be identified or completed
The Company’s business strategy and prospects are dependent on the ability of the Directors to identify suitable
acquisition opportunities. If the Directors are not able to do so, the Company may not be able to fulfil its objectives.
Furthermore, if the Directors identify a suitable target, the Company may not be able to acquire it on suitable terms
or at all. Aborting a proposed acquisition could mean that the Company is left with substantial unrecovered
transaction costs, potentially including fees, legal costs, accounting costs, due diligence or other expenses that may
not allow it to pursue further opportunities.
The Directors’ skill and experience of mergers and acquisitions and the careful selection of a suitable acquisition
target and of professional advisors will reduce this risk as will the adoption of a break clause in any Heads of Terms
agreement entered into with an acquisition target company.
Capital adequacy
The Board is responsible for the Company's system of internal controls and for reviewing its effectiveness.
The principal and emerging risks that have been identified and the steps taken by the Board to mitigate these are as
follows:
Page 3
IKIGAI VENTURES LIMITED
STRATEGIC REPORT: COMPANY OVERVIEW
FOR THE YEAR ENDED 30 JUNE 2025
The Company operates in an uncertain environment and is subject to a number of other risk factors which are set out
in these accounts or in the Company’s IPO prospectus published in September 2022. The Directors have carried out a
robust assessment of the risks and how best to mitigate them, although it should be noted that this list is not
exhaustive and that other risk factors not presently known or currently deemed immaterial may apply. Should an
emerging risk be determined to have any potential impact on the Company, appropriate mitigating measures and
controls will be put in place.
As a Special Purpose Acquisition Company (SPAC) or cash shell, the Company does not currently operate in a trading
capacity and therefore does not face direct competition in the traditional commercial sense. Its focus is on identifying
and completing a suitable acquisition. While there are other listed SPACs with similar objectives, competition is
limited to the availability and quality of potential targets rather than to any product or service.
Although the Directors will evaluate the risks inherent in a particular target, they cannot offer any assurance that all
of the significant risk factors can be identified or properly assessed or that the business acquired will prove to be
successful for the growth and profitability of the Company. In particular, the Company will be reliant on the
successful business performance of a completed acquisition to generate income and profits.
The Board’s experience and skill in company analysis, due diligence and corporate finance are expected to mitigate
these risks.
Reliance on external advisors
Other risks
Following completion of the proposed acquisitions, the Company may require additional equity or debt financing to
support the growth, working capital, and expansion of the combined business. There remains a risk that such funding
may not be available on acceptable terms, or at all.
The Directors have extensive experience in equity capital markets and corporate finance, and continue to engage
with brokers, advisors, and institutional investors in anticipation of potential post-completion funding requirements.
The conditional, non-binding Heads of Terms signed in August 2025 for the proposed acquisitions of Dotlines Global
Plc and Audra Solutions Ltd represent a key step in positioning the Company to transition from a cash shell to an
operating and revenue-generating group.
Risks inherent in an acquisition
The Directors rely to some degree on external advisors to help identify and assess potential acquisitions and there is
a risk that such advisors fail to perform as required. The Board’s experience of working closely with key advisors in
previous transactions is key to mitigating these risks.
Post-acquisition funding
PRINCIPAL RISKS AND UNCERTAINTIES (CONTINUED)
Page 4
IKIGAI VENTURES LIMITED
STRATEGIC REPORT: COMPANY OVERVIEW
FOR THE YEAR ENDED 30 JUNE 2025
ADMINISTRATION ARRANGEMENTS
RELATED PARTIES
PERFORMANCE MEASUREMENT AND KEY PERFORMANCE INDICATORS
Ashley Charles Paxton
Registrar services are provided by MUFG Corporate Markets (Guernsey) Limited, formerly Link Market Services
(Guernsey) Limited.
For and on behalf of the Board
Administration and Company Secretarial Services are provided to the company by CSC Management (Guernsey)
Limited (formerly Intertrust International Management Limited). Intertrust Group was acquired by CSC on 07
November 2022 and changed its name to CSC Management on 01 July 2024 as part of the acquisition.
The Directors are considered related parties. Please refer to note 9 of the financial statements for further
information.
The Company is yet to complete an acquisition and so has no operations to which key performance indicators (KPIs)
would be relevant. As and when the Company completes its first acquisition, financial, operational, health, safety,
and other KPIs will become more relevant and reported upon as appropriate. As a result, the Directors are of the
opinion that, other than the maintenance of cash and cash equivalents, analysis using KPIs is not appropriate for an
understanding of the business at this time.
Page 5
IKIGAI VENTURES LIMITED
STRATEGIC REPORT: CEO'S STATEMENT
FOR THE YEAR ENDED 30 JUNE 2025
Dear Shareholder,
I am pleased to present the financial statements for Ikigai Ventures Limited for the year ended 30 June 2025.
The Company was incorporated to acquire high growth, scalable businesses operating in sectors such as healthcare,
finance,
agriculture,
mining,
and
artificial
intelligence,
with
a
focus
on
strong
ESG
(Environmental,
Social,
Governance) credentials. Our shares began trading on the Main Market of the London Stock Exchange on 15
September 2022 (“Admission”).
Since Admission, the Company has reviewed a wide range of potential acquisition opportunities and conducted due
diligence on a number of them. In August 2025, I was pleased to announce that Ikigai Ventures Limited signed
conditional, non-binding Heads of Terms to acquire Dotlines Global Plc and Audra Solutions Limited – a dynamic
technology group headquartered in the UK, with deep ties to Singapore and significant operations in Malaysia – in a
proposed GBP67m transaction.
The consideration for the proposed acquisitions will be satisfied in full by the issuance of new shares in the
Company, with no cash consideration payable.
Dotlines
has
demonstrated
strong
growth
across
digital
infrastructure,
AI-driven cybersecurity, and fintech,
underpinned by proprietary platforms and meaningful commercial traction, generating GBP22m in revenue and
GBP1.7m EBITDA in 2024. The business has strong fundamentals and a clear global vision. Subject to completion, the
combined group intends to move to the AIM Market of the London Stock Exchange via a reverse takeover, providing
access to capital, a public market profile, strategic M&A flexibility, and a platform for long-term growth.
It has been a pleasure working with Matin Mahbubul and the Dotlines team and Audra teams — a business with
strong leadership, clear ambition, and proven execution. We look forward to progressing to the next phase of this
exciting journey.
Financial Review
For the year ended 30 June 2025, the Company recorded a reduced net loss of GBP449,653 (2024: GBP482,708),
which includes a non-cash accounting charge of GBP76,460 in respect of an equity incentive arrangement that will
only become payable in shares upon the successful completion of a reverse takeover. Excluding this charge, the
underlying operational loss for the year was GBP373,193, reflecting continued cost discipline and a reduction in
overall administrative and advisory expenses.
Expenditure during the year was
primarily related
to maintaining
the Company’s
Main Market
listing and
professional advisory costs in connection with its ongoing corporate development activities. The basic loss per share
for the year was 2.2 pence.
As at 30 June 2025, the Company held cash and cash equivalents of GBP336,399 (2024: GBP738,758), representing
the remaining proceeds from the placing at Admission. Subsequent to the year-end, the Company entered into
Heads of Terms for a proposed reverse takeover, marking continued progress toward its strategic objective of
identifying and completing a qualifying acquisition.
Page 6
IKIGAI VENTURES LIMITED
STRATEGIC REPORT: CEO'S STATEMENT
FOR THE YEAR ENDED 30 JUNE 2025
Strategy and Outlook
The Company aims to acquire high growth, scalable businesses in sectors such as healthcare, finance, agriculture,
mining, and artificial intelligence, with a focus on strong ESG credentials. While not geographically restricted, the
Directors continue to anticipate completing an acquisition in the UK, EU, or Asia-Pacific.
The Board is focused on businesses that are:
• Founder or entrepreneur-led;
• Revenue-generating and of medium cap size;
• Demonstrating strong growth potential; or
• Positioned to benefit from public company status and the Board’s capital markets experience.
The signing of the Heads of Terms for the acquisition of Dotlines represents a material step forward in the delivery
of this strategy. The Board remains confident in its ability to complete an acquisition that will provide long-term
value for shareholders.
Kane Black
Chief Executive Officer
Ikigai Ventures Limited
Page 7
IKIGAI VENTURES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
PRINCIPAL ACTIVITY
DIVIDENDS
RESULTS
DIRECTORS
Kane Black
The Directors of the Company during the year and for the period to the date these financial statements were signed
were as follows:
Meriel Catherine Lenfestey
Ashley Charles Paxton
The Directors submit the annual report and audited financial statements of the Company, which is incorporated in
Guernsey, for the year ended 30 June 2025.
The principal activity of the Company is to carry out business as a special purpose acquisition company. The directors
of the Company (the "Directors") do not envisage any changes in this activity until such time as an acquisition is
made.
Please refer to the Investment Strategy and Objectives for further information.
The results of the Company for the year ended 30 June 2025 are shown in the Statement of Comprehensive Income
on page 27.
During the year ended 30 June 2025 and the prior year, there were no dividends paid.
Ashley Charles Paxton and Meriel Catherine Lenfestey are non-executive directors.
Page 8
IKIGAI VENTURES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
Kane Black
Kane is a seasoned technology entrepreneur with a diverse international background in senior and executive
leadership roles across the technology, biotechnology, medical device, and healthcare investment sectors worldwide.
Having resided in Asia for nearly two decades, Kane is a fluent Japanese speaker and a Singapore Permanent
Resident. He began his professional journey with Adtec Corporation K.K., a semiconductor trading company listed on
the Tokyo Stock Exchange (Jasdaq), now known as AKIBA Holdings
(6840:Tokyo). During his tenure, he served as
Director for the UK & Europe, based in London, and played a pivotal role in the acquisition of Adtec Corporation by
Shinden Hightex Corporation (3131:Tokyo) in 2005, continuing as a Director in London thereafter.
Transitioning to a private family office in Hong Kong in 2009, Kane specialised in healthcare investments, focusing on
identifying ground breaking innovators and disruptors in medical technology across various sectors, including devices,
diagnostics, therapeutics, and natural health products.
In
2012,
he
co-founded
Nova
Satra
Health
Sdn.
Bhd.
to
capitalise
on
opportunities
in
medical
technology
advancements, leading to the establishment of Nova Satra Dx Pte Ltd., a molecular diagnostic developer based in
Singapore, in 2014, which was later backed by Malaysian conglomerate Genting Berhad.
The significant merger of Nova Satra Dx with INEX Innovations Exchange in August 2019, valued at US$72 million,
resulted in the creation of INEX Innovate. During Kane’s tenure as Chief Executive of the merged entity, the team
expanded from 10 members to over 50, introducing numerous cutting-edge medical diagnostic technologies and
earning multiple awards, including being ranked the second fastest-growing healthcare company in Singapore and
seventh in the Asia Pacific by the Financial Times.
In 2020, Kane was honoured with an invitation to join the National University of Singapore’s NUS Medicine
International Council as a Council Member. Furthermore, in 2022, his contributions were recognised with the Ernst &
Young Singapore Entrepreneur of The Year award in the Biotechnology category.
Kane holds degrees from Bond University and Griffith University, Australia.
Page 9
IKIGAI VENTURES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
Ashley has worked in the financial services sector for nearly 30 years. He trained as a Chartered Accountant with
McIntyre & Co in London, before moving to KPMG’s financial services sector upon qualification in 1996. Ashley moved
to Guernsey in 2002 and in 2008 developed a Channel Islands advisory practice for KPMG, growing it into a full
taxonomy of services across transactions, restructuring, management and risk consulting.
He has provided transactions and valuation support to clients on buy and sell sides across the regulated finance
sectors, including as lead advisor to Heritage’s funds and fiduciary businesses, disposed in 2017 to Estera (backed by
Bridgepoint), and to Ardel, which was disposed to Equiom in 2015 (backed by LDC). Ashley has also led a number of
high profile and innovative transaction related engagements for government.
Ashley has gained deep sectoral specialism supporting the London listed fund sector throughout his 23 years with
KPMG,
as
audit
partner,
as
lead
partner
on
capital
market
transactions,
and
various
formal
restructuring
appointments. He retired from the firm in 2019. During his KPMG career, Ashley worked on various advisory
assignments with a strong ESG focus, including leading KPMG’s Guernsey Green Fund certification for Bluefield Solar
Fund Limited, the first company to adopt Guernsey Green Fund Rules and be certified.
Ashley is currently a non-executive director of three London listed entities: as audit and risk committee chair of
Downing Renewables & Infrastructure Trust plc (an Article 9 fund pursuant to the EU taxonomy and the EU
Sustainable Finance Disclosure Regulations), as chair of Twenty Four Select Monthly Income Fund Limited, and as a
Director of JZ Capital Partners Limited. Ashley also plays an important role in the local third sector.
Ashley is a Fellow of the Institute of Chartered Accountants in England and Wales and a full-time resident of
Guernsey. He holds an Economics degree from the University of Warwick.
Ashley Paxton
Page 10
IKIGAI VENTURES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
Meriel Catherine Lenfestey
Meriel plays an important role in the local third sector as a director of Art for Guernsey, a Guernsey-based charity
which aims to bring societal impact through the application of creative skills.
Meriel graduated from the University of Westminster, has an MA from the Royal College of Art and holds the
Financial Times NED Diploma. She is resident in Guernsey.
Meriel brings 30 years of customer-centred strategic and
design consultancy
from a
wide range of private
organisations, government bodies and listed corporations. She began her career as a Product Designer with Microsoft
Corporation in Seattle before returning to the UK to work for BBC Worldwide as Development Producer.
In 1997, she founded her own company, Flow Interactive Ltd, which became a global pioneer in the usability and user
experience design consultancy market at that time with clients from the third sector as well as from the private and
public sector. In 2010, with a client list of multinational corporations, including 14 of the FTSE 100, Flow Interactive
merged with Foolproof Limited to become a highly-respected provider of digital customer experience strategy, design
and research. In 2010 she also cofounded a social enterprise called Ecomodo which was one of the earliest entrants in
the sharing economy.
She is currently non-executive director and chair of the ESG committee for two FTSE 250 investment trusts:
International Public Partnerships Ltd., which focuses on responsible investment in public infrastructure assets around
the world; and Bluefield Solar Income Fund, which is focused entirely on the generation of renewable energy and the
energy transition (solar, wind and battery). Meriel also chairs Jersey Telecom, which has a strong social remit and is a
non-executive of Boku, the AIM listed mobile payments provider enabling local digital payment methods for a global
market.
Page 11
IKIGAI VENTURES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
NOTIFICATIONS OF SHAREHOLDINGS
Number of
Shares
Percentage of
Total Voting
Rights (%)
10,000,000
48.36
3,000,000
14.51
1,200,000
5.80
TANGLIN CAPITAL LIMITED
The main method of communication with the shareholders of the Company (the "Shareholders") is through the
interim and annual financial report which aims to give Shareholders a clear and transparent overview of the
Company's objectives, strategy, and results.
The Company's website, www.ikigaiventuresltd.com is updated when required and provides further information
about the Company, including the Company's financial reports and announcements. The maintenance and integrity of
the Company's website is the responsibility of the Directors.
Information published on the internet is accessible in many countries with different legal requirements relating to the
preparation and dissemination of financial statements and users of the Company's website are responsible for
informing themselves of how the requirements in their own countries may differ than those of Guernsey.
The Board believes that the annual general meeting (the "AGM") provides an appropriate forum for investors to
communicate with the Board, and encourages participation from Shareholders. The AGM will be attended by
members of the Board. There is an opportunity for individual Shareholders to question the Directors at the AGM. The
Directors welcome the views of all Shareholders and place considerable importance upon them.
As at 30 June 2025, the Company has been notified in accordance with Rule 5 of the Disclosure Guidance and
Transparency Rules (which covers the acquisition and disposal of major shareholdings and voting rights), of the
following shareholders that had an interest of greater than 5% in the Company's issued share capital.
COMMUNICATIONS WITH SHAREHOLDERS
XANGBO GLOBAL MARKETS PTE LTD
YASUHIRO SAKAMOTO
Page 12
IKIGAI VENTURES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
GOING CONCERN
The Company is a Special Purpose Acquisition Company (SPAC) admitted to trading on the Main Market of the
London Stock Exchange. The Company does not currently have trading operations or income-generating activities and
continues to pursue its strategy of identifying and completing a reverse takeover of one or more suitable acquisition
targets.
In August 2025, the Company entered into conditional, non-binding Heads of Terms for the proposed acquisitions of
Dotlines Global Plc and Audra Solutions Ltd. While these Heads of Terms are non-binding, the parties remain
committed to progressing the transactions, and the Directors are not aware of any reason at this stage why
completion will not occur. Subject to final due diligence, documentation, and regulatory approvals, completion would
result in the acquisition of operating businesses with established revenues across Asia and the United Kingdom,
thereby transforming Ikigai Ventures from a cash shell into an operating group.
At the reporting date, the Company held a cash balance of GBP336,399, with total current liabilities of approximately
GBP41,536. The Directors recognise that the Company’s ability to continue as a going concern is dependent on the
successful completion of the proposed RTO or, alternatively, on securing additional funding to meet working capital
requirements for a period of at least twelve months from the date of approval of these financial statements.
Based on the progress made to date, the Directors have a reasonable expectation that one of these outcomes will be
achieved and that the Company will have adequate resources to continue in operational existence for the foreseeable
future. Nevertheless, until the RTO is completed, an element of uncertainty remains regarding its timing and
finalisation, which constitutes a material uncertainty that may cast doubt on the Company’s ability to continue as a
going concern.
In forming this view, the Directors have:
- Assessed principal and emerging risks facing the Company, including those which could threaten its business model,
performance, solvency, or liquidity. These risks and their mitigation are outlined on pages 3 and 4 above and on
pages 9–18 of the Company’s Listing Prospectus.
- Considered the current rate of operating expenditure, which is not expected to materially increase until completion
of a reverse takeover.
- Considered potential transaction-related costs (legal, accounting, due diligence, and advisory fees) that may arise in
connection with the proposed acquisitions. While the exact magnitude of such costs cannot yet be determined, the
Directors note that the Heads of Terms provide for a break fee of up to GBP350,000, which offers partial downside
protection should the transactions not proceed. The Directors further note that certain transaction costs may be met
or reimbursed by the target companies from their own resources, or from proceeds of a capital raise undertaken at
completion.
- Acknowledged residual uncertainty inherent in the timing and execution of a reverse takeover. Should the proposed
transactions not complete or should costs exceed projections, the Company may need to seek additional funding
through equity or debt issuance. The Directors have ongoing engagement with brokers and institutional investors
regarding such potential funding options.
Although the transactions remain subject to final documentation and approvals, the Directors consider that the
combination of existing cash resources, prudent cost management, the contractual break-fee protection, and the
advanced stage of the proposed acquisitions provides sufficient basis to prepare the financial statements on a going
concern basis.
Page 13
IKIGAI VENTURES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
The Company has no employees, no operating business, no customers and only a limited number of suppliers. The
Company
currently
has
a
very
limited
environmental
impact
but
the
Directors
recognise
the
Company's
environmental responsibilities and will consider the carbon footprint and other environmental impacts of any
business that is acquired and investigate measures that may be taken to reduce them.
- Consider the likely consequences of any decision in the long term;
- Act fairly between the shareholders of the Company;
- Maintain a reputation for high standards of business conduct;
- Consider the interests of the Company’s employees;
- Foster the Company’s relationships with suppliers, customers and others; and
- Consider the impact of the Company’s operations on the community and the environment.
The Directors believe they have acted in the way most likely to promote the success of the Company for the benefit of
its shareholders as a whole, and in doing so have regard (amongst other matters) to:
The shareholders are vital as they provide the necessary capital for the Company to pursue its purpose and strategy.
The Company engages with shareholders by publishing the Interim Report and Annual Report and through interaction
at the AGM. This provides the shareholders with relevant information allowing them to make informed decisions
about their investments.
The pre-revenue nature of the business as a shell, prior to the completion of its acquisition strategy, is important to
the understanding of the Company by its shareholders and suppliers, and the Directors have been transparent about
the cash position and funding requirements.
The Directors are collectively responsible for the decisions made towards the long-term success of the Company and
how the strategic, operational and risk management decisions have been implemented throughout the business is
detailed in the Strategic Report on pages 2 to 4.
As an investment company with no employees, the Company is reliant on its service providers to conduct its business.
The Board receives formal reports from its key services providers at regular intervals. There is also frequent informal
interaction with the key services providers. This enables the Directors to receive appropriate and timely guidance and
facilitates the effective running of the Company.
The Company recognises the benefits from the greater good for the wider community and environment that comes
from all companies being good social citizens. The Company's investment strategy and objective is directly aligned
with supporting innovative businesses with a strong ESG strategy.
TO PROMOTE THE SUCCESS OF THE COMPANY
Page 14
IKIGAI VENTURES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
DISCLOSURE OF INFORMATION TO AUDITORS
DIRECTORS' CONFIRMATIONS
The Company holds cash and cash equivalents, trade and other receivables and trade and other payables.
● the financial statements, which have been prepared in accordance with the relevant financial reporting framework,
and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company;
Since its listing on the standard segment of the main market of the London Stock Exchange, the Company has
complied with the Disclosure and Transparency Rules, the Listing Rules pertinent to a standard listing, and the Market
Abuse Directive (as implemented in the UK through Financial Services and Markets Authority).
The Company has no intention of conducting share buybacks at this time and no share buybacks were carried out
during the year ended 30 June 2025 or 2024.
FINANCIAL INSTRUMENTS
SHARE BUYBACKS
● the Directors' Report includes a fair review of the development and performance of the business and the position of
the Company, together with a description of the principal risks and uncertainties that it faces; and
● the annual report and audited financial statements, taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to assess the Company’s position and performance, business
model and strategy.
The Directors who were members of the Board at the time of approving this Report are listed on page 7. Each of
those Directors confirms that to the best of their knowledge and belief, there is no information relevant to the
preparation of their report of which the Company's Auditor is unaware. Furthermore, each of the Directors have
taken all steps a director might reasonably be expected to have taken to be aware of relevant audit information and
to establish that the Company's Auditor is aware of that information.
LISTING REQUIREMENTS
Crowe U.K. LLP had confirmed its willingness to continue in office as auditor. However, following due consideration,
the Board determined that it is in the best interests of the Company to appoint Bater Tilly C.I. Audit Limited as
auditor.
In compliance with the Listing Rules of the London Stock Exchange, each of the Directors confirm that, to the best of
their knowledge:
REAPPOINTMENT OF AUDITOR
Page 15
IKIGAI VENTURES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2025
The Company has no scope 1 or 2 greenhouse gas emission to report from its operations for the year to 30 June 2025,
nor does it have responsibility for any other emissions producing sources.
Director
GLOBAL GREENHOUSE GAS EMISSIONS
For and on behalf of the Board
In accordance with the European Securities and Markets Authority Guidelines on Alternative Performance Measures
("APMs") the Board has considered what APMs are included in the annual financial report and financial statements
which require further clarification. APMs are defined as a financial measure of historical or future financial
performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable
financial reporting framework. The Board confirm that no APMs have been referenced in the annual financial report
and financial statements.
ALTERNATIVE PERFORMANCE MEASURES
Page 16
IKIGAI VENTURES LIMITED
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 30 JUNE 2025
APPLICABLE CORPORATE GOVERNANCE CODES
ANTI-BRIBERY POLICY
The Directors recognise the importance of sound corporate governance and follow best practice requirements
wherever possible. The Directors consider the Quoted Companies Alliance Corporate Governance Code for Small
and Mid-Sized Companies (the “QCA Code”) is the most appropriate corporate governance code, so far as is
practicable, given the Company’s size and nature, to comply with certain aspects of the QCA Code from the date
of admission.
CORPORATE GOVERNANCE STATEMENT
However, the Company is still at an early stage of development and is in the process of developing its systems,
strategy and standards to permit it to comply fully with the QCA Code. Once it has completed its first
acquisition, it will re-consider how to comply with the QCA code fully.
To demonstrate the Company’s adherence (where practical) to the QCA Code, the Company holds regular board
meetings as well as
ad hoc
meetings as issues arise which require the attention of the Board. The Board is
responsible for the management of the business of the Company, setting the strategic direction and establishing
the policies of the Company. It is the Directors’ responsibility to oversee the financial position of the Company
and monitor its business and affairs, on behalf of the shareholders, to whom they are accountable. The primary
duty of the Directors is to act in the best interests of the Company at all times. The Board also addresses issues
relating to internal controls and the Company’s approach to risk management.
The Board is satisfied that it has the experience and sufficient training and qualifications to operate the business
at this early stage. More detail on adherence to the QCA Code will be disclosed in future annual reports, once
the Company completes an acquisition.
The Directors have undertaken to operate the business in an honest and ethical manner, and accordingly, take a
zero-tolerance approach to bribery and corruption, including the facilitation of corporate tax evasion. The key
components of this approach are as follows:
- The Directors are committed to acting professionally, fairly, and with integrity in all its business dealings and
relationships;
- The Company implements and enforces effective procedures to counter bribery; and
- The Company requires all its service providers and advisers to adopt equivalent or similar principles.
General statement
The Directors have considered how the principles and provisions of the QCA Corporate Governance Code have
been applied by the Company and has reported against this Code.
Page 17
IKIGAI VENTURES LIMITED
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 30 JUNE 2025
APPROACH TO ESG
CORPORATE SOCIAL RESPONSIBILITY
TENURE POLICY
INTERNAL AUDIT FUNCTION
The Directors believe that as the Company correctly delegates its its day-to-day administrative operations to a
third-party (which are monitored by the Directors), it does not require an internal audit function.
REMUNERATION COMMITTEE
Directors remuneration is shown below and in note 9 to the financial statements.
Due to the size of the
Company and Board, the Board does not feel that a remuneration committee is required at this time.
The Financial Conduct Authority's Listing Rule 9.8.4R requires that the Company includes certain information
relating to arrangements made between a controlling shareholder and the Company, waivers of Directors' fees
and long-term incentive schemes in force. Relevant disclosures are made in notes 9 and 10 to the financial
statements.
DISCLOSURES REQUIRED UNDER LR 9.8.4R
The Company is a special purpose acquisition entity so its own direct environmental and social impact is
minimal. The Company has chosen to focus on ESG within its investment strategy. The Company, in common
with most investment companies, relies substantially on outsourced providers. Therefore, the Board's principle
focus is centered around governance, ensuring that appropriate ESG policies and a sustainable investing
approach is followed as well as monitoring and measuring the Company's service providers future progress
towards ESG objectives. However, the Board also wants to ensure the Company makes a positive impact, for
example by minimising its own carbon footprint. Both the Company and its service providers are evolving their
approach.
The Company aims to conduct its business with honesty, integrity and openness, respecting human rights and
the interests of shareholders and all stakeholders. The Company aims to provide timely, regular, and reliable
information on its business to all its shareholders and conduct its operations to the highest standards.
Once the Company makes an acquisition and has employees, it aims to establish a diverse and dynamic
workforce with the experience and knowledge of relevant business operations and the markets in which we
intend to operate.
When considering its composition, the Board is strongly committed to striking the correct balance between the
benefits of continuity, experience, and knowledge and those that come from the introduction of Directors with
diversity of perspectives and skills. At present, it is not considered necessary to appoint additional directors but
the Board will consider carefully the optimal Board composition when the first acquisition is made by the
Company.
Page 18
IKIGAI VENTURES LIMITED
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 30 JUNE 2025
DIVERSITY AND INCLUSION
BOARD COMMITTEES
CONFLICTS OF INTEREST
Due to the Company’s early stage and small size, the Board does not consider it appropriate to create any
committees, including a nomination, audit, risk or remuneration committee. All relevant responsibilities are
undertaken by the Board as a whole. The Board will reconsider this once the Company’s initial acquisition is
completed.
None of the Directors currently has any potential conflict of interests between their duties to the Company and
their private interests or other duties. All Directors have the capacity to devote adequate time to their roles on
the Board. None of the Directors are employed by the Company on a full-time basis and, as such, conflicts may
arise in the future as a Director may allocate a portion of their time to other businesses leading to the potential
for conflicts of interest in their determination as to how much time to devote to the Company’s affairs. All of
the Directors other directorships are fully disclosed and such disclosures are updated regularly.
The Board’s aim is to ensure that the benefits of diversity are a significant consideration in all recruitment. The
Company will actively consider the diversity of the Board when making future appointments. The Board
currently consists of two men (including the chief executive) and one woman. The Company has no employees.
The Board recognises that diversity includes racial, socio-economic and other factors, and that different
backgrounds and experiences can bring real value to the Company in terms of decision-making. The Board does
not have any specific diversity targets in mind, given the range of factors that this term necessarily covers and
its early stage of development, and its main priority will always be to appoint the most appropriate candidate
for any role.
The Company has not met the targets on board diversity set out in the Financial Conduct Authority's Listing Rule
9.8.6R (9). As there are only three Directors, the target of 40% of directors being women has not been met and
none of the Directors are from an ethnic minority. However, given the size of the Company and that it has no
business or income at this stage, it is not considered appropriate to appoint any more directors at this time.
The Board confirms that, in future, when the activities of the Company require an increase in the number of
Directors, or change to the Board’s composition, the diversity targets set by the Financial Conduct Authority will
be considered prior to any new appointments.
Page 19
IKIGAI VENTURES LIMITED
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 30 JUNE 2025
BOARD MEETING ATTENDANCE
Ashley
Paxton
Attendance
Meriel
Catherine
Lenfestey
Attendance
Kane Black
Attendance
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
The Board attended the following meetings during the year:
Date of Meeting
24/10/2024
28/10/2024
03/12/2024
28/03/2025
03/04/2025
Written Resolution
Type of Meeting
Board Meeting
Sub-Committee Meeting
Board Meeting
Board Meeting
Page 20
IKIGAI VENTURES LIMITED
DIRECTORS' REMUNERATION REPORT
FOR THE YEAR ENDED 30 JUNE 2025
Director
An Ordinary Resolution for the approval of the Directors' Remuneration Report will be put to shareholders at the
forthcoming AGM due to be held in November 2025.
As part of Kane Black's compensation, included is an incentive scheme where he will receive shares upon the
successful completion of a reverse takeover ("RTO"), up to a maximum of 10% of the Company's share capital prior
to any successful RTO, with the number of shares determined by the transaction's size and the percentage of the
Company retained by current shareholders of the Company post the RTO.
Each Director is appointed by a letter of appointment which sets out the terms of the appointment.
Directors are remunerated in the form of fees, payable quarterly in arrears to the Directors personally. The table
below details the fees paid to each Director of the Company for the year ended 30 June 2025 The Company's
Articles limit the aggregate fees payable to Directors to a maximum of GBP750,000 per annum.
Under the Company's Articles, Directors are entitled to additional ad-hoc remuneration for project work outside of
the scope of their ordinary duties. No such payments were made in the year ended 30 June 2025 (2024: none).
There are no other long-term incentive schemes provided by the Company and no other performance related fees
are to be paid to the Directors.
Ashley Charles Paxton
Meriel Catherine Lenfestey
Fees Paid for the 12 Months ended 30 June 2025
GBP76,460
Expense Type
Director Fees
Director Fees
CEO Director Fees
Reimbursed SGD
Expenses
Reimbursed GBP
Expenses
GBP25,000
GBP25,000
SGD167,344 (GBP97,651)
SGD46,497 (GBP27,028)
GBP8,257
Kane Black
Kane Black
Kane Black
Kane Black
Equity Incentive Scheme
Page 21
IKIGAI VENTURES LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES
FOR THE YEAR ENDED 30 JUNE 2025
APPROVED BY THE BOARD OF DIRECTORS
Ashley Charles Paxton
As Director of Ikigai Ventures Limited
Date:
The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United
Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other
jurisdictions.
Company (Guernsey) law requires the Directors to prepare financial statements for each financial year. Under that
law the Directors have elected to prepare the financial statements in accordance with the applicable Guernsey law
and International Financial Reporting Standards as adopted by the European Union ("IFRS "). Under company law the
Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the
state of affairs of the Company and of the profit or loss of the Company for that period.
The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the
Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies (Guernsey) Law, 2008, as amended.
The Directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
The Directors are responsible for ensuring that the annual report and financial statements include the information
required by the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority (together, the
"Rules"). They are also responsible for ensuring that the Company complies with the provision of the Rules which,
with regard to corporate governance, require the Company to disclose how it has applied the principles and complied
with the provisions of the corporate governance code applicable to the Company.
The Directors are responsible for preparing the annual report and the financial statements in accordance with
applicable law and regulations.
In preparing the financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, 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.
Page 22
Page 23
Independent auditor’s report
To the Members of Ikigai Ventures Limited
Opinion
We have audited the financial statements of Ikigai Ventures Limited (the Company), which comprise the
statement of financial position as at 30 June 2025, and the statement of comprehensive income,
statement of changes in equity and statement of cash flows for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements:
give a true and fair view of the financial position of the Company as at 30 June 2025, and of its
financial performance and its cash flows for the year then ended in accordance with
International Financial Reporting Standards as adopted by the European Union (IFRSs); and
have been prepared in accordance with the requirements of the Companies (Guernsey) Law,
2008
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 Financial Statements section of our report. We are independent of
the Company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in Guernsey, 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.
Material uncertainty related to going concern
The Company incurred a net loss of £449,653 during the year ended 30 June 2025. As at that date, the
Company’s ability to continue as a going concern is dependent on the successful completion of the
potential reverse takeover (RTO) transaction.
We draw attention to Note 2 in the financial statements, which describes the events and conditions that
give rise to a material uncertainty that may cast significant doubt on the Company’s ability to continue
as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis
of accounting in the preparation of the financial statements is appropriate.
Page 24
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the 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. Other than the matter described in the Material uncertainty related to
going concern, we have determined that there are no key audit matters to be communicated in our report.
Our Application of Materiality
Materiality for the financial statements as a whole was set at £9,000, determined with reference to a
benchmark of net assets, of which it represents 4%.
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 financial statements as a whole.
Performance materiality was set at 70% of materiality for the financial statements as a whole, which is
rounded to £6,000. 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 £450, in
addition to those that warranted reporting on qualitative grounds.
Other Information
The other information comprises the information included in the annual report other than the 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 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 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 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.
Matters on which we are required to Report by Exception
In the light of the knowledge and understanding of the Company and its environment obtained in the
course of the audit, we have not identified material misstatements in the Directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies
(Guernsey) Law, 2008 requires us to report to you if, in our opinion:
proper accounting records have not been kept;
the financial statements are not in agreement with the accounting records; and
we have not obtained all the information and explanations which, to the best of our knowledge
and belief, are necessary for the purposes of our audit.
Page 25
Responsibilities of the Directors
As explained more fully in the Directors’ responsibilities statement set out on page 22, the Directors are
responsible for the preparation of financial statements that give a true and fair view in accordance with
IFRSs, and for such internal control as the Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the 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 Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 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;
Reading compliance reports and key correspondence with regulatory authorities;
Review of legal invoices;
Review of management’s significant estimates and judgements for evidence of bias;
Review for undisclosed related party transactions;
Using analytical procedures to identify any unusual or unexpected relationships; and
Undertaking journal testing, including an analysis of manual journal entries to assess whether
there were large and/or unusual entries pointing to irregularities, including fraud.
A further description of the auditor’s responsibilities for the audit of the financial statements is located at
the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Other Matters which we are Required to Address
We were appointed by Ikigai Ventures Limited on 18 October 2025 to audit the [consolidated] financial
statements. There has been no uninterrupted period of engagement to date.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and
we remain independent of the Company in conducting our audit. Our audit opinion is consistent with the
additional report to the audit committee in accordance with ISAs.
Page 26
Use of this Report
This report is made solely to the Members of the Company, as a body, in accordance with section 262 of
the Companies (Guernsey) Law, 2008. 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.
Hafeez Azeez
For and on behalf of Baker Tilly CI Audit Limited
Chartered Accountants
St Sampson, Guernsey
Date:
IKIGAI VENTURES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025
(Expressed in Pounds Sterling)
Notes
GBP
GBP
GBP
GBP
EXPENSES
Administration fees
20,105
35,611
Accountancy fees
16,999
10,002
Directors' remuneration
9
147,651
142,398
Legal and professional fees
105,529
252,503
Audit fees
32,500
26,500
Annual registration fees
500
500
Directors' reimbursed costs
9
35,285
5,141
Insurance
17,033
18,019
Sundry expenses
2,393
3,198
Loss on foreign exchange
812
3,043
Equity incentive arrangement
3
76,460
-
(455,267)
(496,915)
OPERATING LOSS
(455,267)
(496,915)
Finance income
6,663
15,574
Finance costs
(1,049)
(1,367)
5,614
14,207
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION
(449,653)
(482,708)
Taxation
6
-
-
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
(449,653)
(482,708)
LOSS PER SHARE
Basic loss per share
8
(2.2p)
(2.3)p
Diluted loss per share
8
(2.2p)
(2.3)p
Year ended
Year ended
30 June 2025
30 June 2024
Loss per share for losses attributable to the ordinary
equity holders of the company:
The accompanying notes on pages 31 to 40 form an integral part of these financial statements.
Page 27
IKIGAI VENTURES LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
(Expressed in Pounds Sterling)
Notes
GBP
GBP
GBP
GBP
CURRENT ASSETS
Trade and other receivables
4
3,921
3,864
Cash at bank
336,399
738,758
340,320
742,622
CURRENT LIABILITIES
Trade and other payables
5
41,536
70,645
41,536
70,645
NET CURRENT ASSETS
298,784
671,977
NET ASSETS
298,784
671,977
CAPITAL AND RESERVES
SHARE PREMIUM
7
2,376,500
2,376,500
RETAINED LOSSES
(2,154,176)
(1,704,523)
EQUITY INCENTIVE RESERVE
76,460
-
298,784
671,977
APPROVED BY THE BOARD OF DIRECTORS
Ashley Charles Paxton
As Director of Ikigai Ventures Limited
Date
As at
As at
30 June 2025
30 June 2024
The financial statements on pages 27 to 40 were authorised for issue by the Board of Directors on ** October 2025 and
were signed on its behalf.
The accompanying notes on pages 31 to 40 form an integral part of these financial statements.
Page 28
IKIGAI VENTURES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
(Expressed in Pounds Sterling)
Number of
shares
Share
Premium
Retained
Losses
Equity
Incentive
Reserve
Total Equity
GBP
GBP
GBP
GBP
AT 01 JULY 2023
20,680,000
2,376,500
(1,221,815)
-
1,154,685
Loss for the year
-
-
(482,708)
-
(482,708)
AT 30 JUNE 2024
20,680,000
2,376,500
(1,704,523)
-
671,977
AT 01 JULY 2024
20,680,000
2,376,500
(1,704,523)
-
671,977
Loss for the year
-
-
(449,653)
-
(449,653)
Equity incentive arrangement
-
-
76,460
76,460
AT 30 JUNE 2025
20,680,000
2,376,500
(2,154,176)
76,460
298,784
The accompanying notes on pages 31 to 40 form an integral part of these financial statements.
Page 29
IKIGAI VENTURES LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2025
(Expressed in Pounds Sterling)
Year ended
Year ended
30 June 2025
30 June 2024
GBP
GBP
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before income tax for the period
(449,653)
(482,708)
Adjustments for:
Equity settled transactions
76,460
-
OPERATING CASH FLOW BEFORE WORKING CAPITAL CHANGES
(373,193)
(482,708)
Add/(deduct) working capital changes:
(Increase)/Decrease in other current assets
(57)
820
Increase
in trade and other payables
(29,109)
31,077
NET CASH USED IN OPERATING ACTIVITIES
(402,359)
(450,811)
NET CHANGE IN CASH AND CASH EQUIVALENTS
(402,359)
(450,811)
Cash and cash equivalents at the beginning of the year
738,758
1,189,569
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
336,399
738,758
The accompanying notes on pages 31 to 40 form an integral part of these financial statements.
Page 30
IKIGAI VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
1
GENERAL INFORMATION
2
SUMMARY OF MATERIAL ACCOUNTING POLICIES
2.1
Statement of Compliance
2.2
Presentation of Financial Statements
2.3
Functional and Presentation Currency
2.4
Financial Instruments
2.4.1
Financial Assets
The financial statements have been prepared under the historical cost convention, modified to include certain items
at fair value.
The principal accounting policies are summarised below. They have all been applied consistently throughout the year
and to the preceding period.
The Company initially recognises receivables issued when the Company becomes a party to the contractual provisions
of the instrument. Financial assets are initially recognised at fair value plus transaction costs for all financial assets not
carried at fair value through profit or loss.
Receivables are subsequently carried at amortised cost using the effective interest method. Amortised cost is the
initial measurement amount adjusted for the amortisation of any differences between the initial and maturity
amounts using the effective interest method. Receivables are reviewed for impairment assessment.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held on call with banks and other short-term highly liquid
investments with original maturities of three months or less.
Trade and other receivables
Trade and other receivables principally consist of prepayments which are carried at amortised cost.
The Company is a listed company incorporated on 28 May 2021 in Guernsey under the Companies (Guernsey) Law,
2008, as amended and is registered in Guernsey. On 15 September 2022 the Company was admitted to the main
market for listed securities of the London Stock Exchange under the ticker symbol "IKIV" with shares registered with
an ISIN of GG00BPG8J619 and SEDOL of BPG8J61. The address of the Company's registered office is Plaza House,
Third Floor, Elizabeth Avenue, St Peter Port, Guernsey, GY1 2HU (further details can be found on page 39) and the
Company's registration number is 69265.
The functional and presentation currency of these financial statements is Pounds Sterling.
The Company's financial assets are cash and cash equivalents and trade and other receivables. The classification is
determined by management at initial recognition and depends on the purpose for which the financial assets are
acquired.
These financial statements give a true and fair view, comply with the Companies (Guernsey) Law, 2008, as amended
and were prepared in accordance with the International Financial Reporting Standards as adopted by the EU ("IFRS").
Page 31
IKIGAI VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2
SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)
2.4
Financial Instruments (continued)
2.4.1
Financial Assets (continued)
2.4.2
Financial Liabilities
2.5
Equity
2.6
Share based payments
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have
been transferred and the Company has transferred substantially all risks and rewards of ownership or has not
retained control of the financial asset.
All financial liabilities are initially recognised on the trade date when the entity becomes party to the contractual
provisions of the instrument.
Retained earnings represent all current period results of operations as reported in the statement of comprehensive
income, reduced by the amounts of dividends declared.
Under IFRS 2, a share-based payment is a transaction in which the entity receives good or services either as
consideration for its instruments or by incurring liabilities for amounts based on the price of the entity's shares or
other equity instruments of the entity.
Equity-settled share-based payment transactions are measured at fair value (excluding the effect of non market-
based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-
based payments is expensed over the vesting period.
In September 2022, the Company issued 208,000 warrants with exercise price at 50p per share to subscribe the
company’s share at any time during the three years following the date of issue of the warrant. The fair value of the
warrants was calculated using the Black Scholes pricing model and the fair value charge of GBP19,398 was not
recognised in the financial statements for the year ended 30 June 2023 on the ground of materiality level. Further
information in relation to the warrant in disclosed in note 3.
The Company's trade and other receivables are subject to the expected credit loss model under IFRS 9.
As the Company's trade and other receivables consist of prepayments, these are carried at amortised and do not
require testing for impairment purposes.
Share premium includes any contributions from equity holders over and above the nominal value of shares issued.
Any transaction costs associated with the issuance of shares are deducted from share premium.
Financial liabilities which includes trade and other payables and are recognised initially at fair value, net of directly
attributable transaction costs. Financial liabilities are subsequently stated at amortised cost, using the effective
interest method.
Financial liabilities are classified as current liabilities if payment is due to be settled within one year or less after the
end of the reporting period (or in the normal operating cycle of the business, if longer), or the Company does not
have an unconditional right to defer settlement of the liability for at least twelve months after the end of the
reporting period.
Otherwise, these are presented as non-current liabilities.
Financial liabilities are derecognised from the statement of financial position only when the obligations are
extinguished either through discharge, cancellation or expiration. The difference between the carrying amount of the
financial liability derecognised and the consideration paid or payable is recognised in profit or loss.
Share capital represents the nominal value of shares that have been issued.
Page 32
IKIGAI VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
2
SUMMARY OF MATERIAL ACCOUNTING POLICIES (CONTINUED)
2.7
Costs and expenses
2.8
Taxation
2.9
2.10
New Standards and Amendments to IFRS:
2.11
Going Concern
Segment Reporting
As the Company did not undertake trading operations during the financial period - it operates as a single segment.
Following completion of the proposed acquisitions, the Company will review its segment reporting framework to
ensure compliance with IFRS 8 and provide appropriate disclosure of operating segments in future reporting periods
The Company is currently progressing the completion of a proposed reverse takeover (RTO) transaction. Since the
year end, the Directors have continued constructive discussions with the counterparties, and the Board considers
completion of the RTO to be probable within the foreseeable future.
The Directors recognise that the Company’s ability to continue as a going concern is dependent on the successful
completion
of
the
proposed
RTO
or,
alternatively,
on
securing
additional
funding
to
meet
working
capital
requirements for a period of at least twelve months from the date of approval of these financial statements.
Based on the progress made to date, the Directors have a reasonable expectation that one of these outcomes will be
achieved and that the Company will have adequate resources to continue in operational existence for the
foreseeable future. Nevertheless, until the RTO is completed, an element of uncertainty remains regarding its timing
and finalisation, which constitutes a material uncertainty that may cast doubt on the Company’s ability to continue as
a going concern.
The financial statements have therefore been prepared on a going concern basis and do not include any adjustments
that might arise if the Company were unable to continue in operation.
The
Company
has
assessed
all
new
and
amended
International
Financial
Reporting
Standards
(“IFRS”)
and
interpretations issued by the International Accounting Standards Board (“IASB”) and the International Financial
Reporting Interpretations Committee (“IFRIC”) that are relevant to its operations and effective for accounting periods
beginning on or after 1 July 2024.
Following this assessment, the Company concluded that the adoption of these standards and interpretations did not
have a material impact on its financial statements for the year ended 30 June 2025.
Costs and expenses are recognised in profit or loss upon utilisation of goods or services or at the date they are
incurred. All finance costs are reported in profit or loss on an accrual basis.
The Company is liable to tax at the standard Guernsey rate of 0%.
Page 33
IKIGAI VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
3
On 26 April 2024 the Company entered into an equity incentive arrangement with the CEO. Under the terms of that
arrangement the Company will issue new ordinary shares to the CEO in exchange for services by the CEO, conditional
upon the Company successfully identifying an acquisition target and completing the acquisition of such a target
leading to a successful RTO under the listing rules of the London Stock Exchange (an "Acquisition"). The number of
new shares to be issued will vary depending on the valuation of the enlarged group following the Acquisition and the
number of shares in the enlarged group following the Acquisition which are held by the current shareholders in the
Company. Under the terms of the agreement the number of new shares to be issued to the CEO will be between 0%
and 10% of the share capital of the Company prior to the Acquisition.
Critical accounting estimates and judgements in applying accounting policies
The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom
equal the actual results. Management also needs to exercise judgement in applying the Company’s accounting
policies. This note provides an overview of the areas that involved a higher degree of judgement or complexity, and
of items which are more likely to be adjusted due to estimates and assumptions turning out to be materially different
when compared to actual results. Due to the nature of the business, the Directors do not consider there to be any
critical accounting estimates and judgements that require to be separately reported.
The principal estimates and judgements are as follows:
The equity incentive is considered to be in scope of IFRS2, being an equity award with a performance condition. The
value of the equity incentive has been estimated at inception based on the Directors’ best estimate of the probability
of the performance condition being met and the fair value of the award is recognised over the service period. The
principal inputs to the probability adjusted fair value model are as follows:
• Range of probable outcomes for achievement of an RTO and the expected size of the RTO transaction – 0% to 50%
• Fair value of shares at date of inception - 46.5p.
• Service period: the period of approximately 39 months from the date of the agreement to the expiry of 24 months
after the Implementation Date (28 July 2024) of the UK Financial Conduct Authority's new Listing Rules for the Main
Market of the London Stock Exchange ("UKLR"), which became effective from 29 July 2024 ("Implementation Date")
plus one extension of 12 months with the approval of the company’s shareholders.
The above estimates will be re-assessed in future accounting periods and the resultant share based payments
adjusted accordingly. Based on the above estimates the total share based payment charge to be recognised over the
service period would be approximately GBP213,000.
The directors did not consider there to be any changes necessary to the estimates as at 30 June 2025. Consequently,
a charge has been made of GBP76,460 to these financial statements. Should it transpire that no RTO is successfully
executed by the Company then no amount will be paid by it in respect of the equity incentive arrangement and the
whole provision will be released back through the Company's Statement of Comprehensive Income.
Equity Incentive Arrangement
Page 34
IKIGAI VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
3
Warrant
Risk free interest rate
5.05%
Expected volatility
15.7%
Time to maturity
3 years
Share price on warrant issue date
GBP0.50
4
TRADE AND OTHER RECEIVABLES
2025
2024
GBP
GBP
Prepayments
3,921
3,864
3,921
3,864
5
TRADE AND OTHER PAYABLES
2025
2024
GBP
GBP
Administration fees
-
2,888
Directors' remuneration
-
12,500
Legal and professional fees
12,536
28,757
Audit fees
29,000
26,500
41,536
70,645
6
TAXATION
The Company is registered in Guernsey, where 0% Corporate Income Tax applies. Providing detailed information on
the effective tax rate is not considered to be meaningful and as such, no tax reconciliation has been provided.
The total share-based payment charge of GBP19,398 has not been recognised in these financial statements, it was
disclosed in prior years. As at the date of signing these financial statements, the warrant has expired.
Critical accounting estimates and judgements in applying accounting policies (continued)
On admission, the Company issued a warrant to Strand Hanson Limited to subscribe for shares equal to 1% of the
enlarged issued share capital. As at the reporting date, the warrant remained in issue with an expiry date of
September 2025. Based on the current share capital, the maximum number of shares issuable on exercise is
2,068,000.
The warrant is accounted for as an equity-settled share-based payment under IFRS 2. The fair value was measured at
grant date using the Black-Scholes option pricing model, with the following key inputs:
Page 35
IKIGAI VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
7
SHARE CAPITAL AND SHARE PREMIUM
Number of
ordinary
shares
Share
Premium
Total
GBP
GBP
As at 30 June 2022
16,500,000
561,000
561,000
Issue share capital (nil par value each)
4,180,000
2,090,000
2,090,000
Costs attributable to issue of shares
-
(274,500)
(274,500)
As at 30 June 2023
20,680,000
2,376,500
2,376,500
As at 30 June 2024
20,680,000
2,376,500
2,376,500
As at 30 June 2025
20,680,000
2,376,500
2,376,500
During 2022, costs attributable to the share issue amount of GBP274,500 were charged against the Share Premium
account in relation to the initial public offering. There have been no movements during subsequent years.
On 20 August 2021 the Company issued Strand Hanson Limited GBP50,000 in equity as an initiation fee which
equated to 500,000 ordinary Shares of no par value at an issue price of GBP0.10 per share.
The Company agreed, on admission, to issue a warrant to Strand Hanson Limited to subscribe for an aggregate
number of shares equal to one percent of the enlarged issued share capital of the Company. As at the reporting date,
the warrant remained outstanding. However, subsequent to the reporting date and prior to the signing of these
financial statements, the warrant expired without being exercised.
On 5 April 2022 Nicholas Harris Bryan-Brown invested GBP1,000 into the Company as cash consideration for
1,000,000 ordinary shares of no par value at an issue price of GBP0.001 per share.
On 15 September 2022 and on admission to the main market for listed securities of the London Stock Exchange, the
Company issued 4,180,000 Ordinary Shares of no par value at an issue price of £0.50 each, raising a total of
GBP2,090,000.
Page 36
IKIGAI VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
8
LOSS PER ORDINARY SHARE
For the year ended
30 June 2024
GBP
Losses
Weighted
average of
number of
shares
Per-share
amount
GBP
Losses attributable to shareholders
(482,708)
20,680,000
(0.023)
For the year ended
30 June 2025
GBP
Losses
Weighted
average of
number of
shares
Per-share
amount
GBP
Losses attributable to shareholders
(449,653)
20,680,000
(0.022)
Basic loss per Ordinary Share is calculated by dividing the loss attributable to shareholders by the weighted average
number of Ordinary Shares outstanding during the period.
Diluted loss per share is calculated by adjusting the weighted average number of Ordinary Shares outstanding to
assume conversion of all dilutive potential Ordinary Shares. As at 30 June 2025 (and in accordance with the warrant
issued to Strand Hanson on 20 August 2021 as disclosed in note 7), there were 206,800 warrants outstanding which
represented 1% of the number of Ordinary Shares in issue. The basic loss per share attributable to shareholders as at
30 June 2025 was GBP0.022, however as the Company has made a loss for the year, any exercise of the warrant
would have an anti-dilutive effect and therefore the diluted loss per share has been presented in an amount equal to
the basic loss per share.
Page 37
IKIGAI VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
9
RELATED PARTY TRANSACTIONS
2025
2024
GBP
GBP
Ashley Charles Paxton
25,000
25,000
Merial Catherine Lenfestey
25,000
25,000
Nicholas Brian Brown (resigned 26 April 2024)
-
74,914
Kane Black
97,651
17,484
147,651
142,398
10
ULTIMATE CONTROLLING PARTY
11
FINANCIAL RISK MANAGEMENT
11.1.1 Market risk
Price risk
Interest rate risk
Kane Black received SGD167,344 (GBP97,651) during the year for CEO services provided by Severn Capital Pte Ltd,
this also included CPF contributions of SGD7,344 (GBP4,285). For the prior year, Kane Black received SGD28,972
(GBP17,484) inclusive of CPF contributions of SGD1,388 (GBP812) for CEO services provided in the period.
Kane Black also received SGD46,497 (GBP27,028) and GBP8,257 during the year as reimbursement of travel and
business related expenses.
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. Interest rate risk arises on interest-bearing financial instruments recognised in the
Statement of Financial Position.
As part of Kane Black's compensation, he is entitiled to an incentive scheme whereby he will receive shares upon the
successful completion of a RTO. He may be awarded up to a maximum of 10% of the Company's share capital prior to
any successful RTO with the number of shares determined by the transaction's size and the percentage of the
company retained by current shareholders of the Company post the RTO. Further information can be found in note 3.
The directors confirm that there is no ultimate controlling party, although Tanglin Capital Limited hold a substantial
shareholding (as detailed on page 11). Tanglin Capital is ultimately controlled by Andrew Roberto Mankiewicz OBE.
The Company is exposed to a number of risks arising from the financial instruments it holds. The main risks to which
the Company is exposed are market risk, credit risk and liquidity risk. The risk management policies employed by the
Company to manage these risks are discussed below as follows:
Market risk is the risk that changes in market prices such as equity prices, interest rates and foreign exchange rates
will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters while optimising the
return.
Given the Company has no income or investments during the reporting period, its exposure to market risk is
considered minimal.
The Company is not directly or indirectly exposed to any significant price risk.
Cash and cash equivalents are interest bearing but not at significant levels and there is no debt.
The Directors' remuneration for Meriel Catherine Lenfestey for the year was GBP25,000 (2024: GBP25,000).
The Directors' remuneration for Ashley Charles Paxton for the year was GBP25,000 (2024: GBP25,000)
Page 38
IKIGAI VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
11
FINANCIAL RISK MANAGEMENT (continued)
11.1.2 Credit risk
2025
2024
GBP
GBP
Cash and cash equivalents
336,399
738,758
Total credit risk exposure
336,399
738,758
As at 30 June 2025
Less than 1
month/on
demand
1-12 months
More than 12
months
Total
Liabilities
Trade and other payables
(34,924)
-
-
(34,924)
(34,924)
-
-
(34,924)
As at 30 June 2024
Less than 1
month/on
demand
1-12 months
More than 12
months
Total
Liabilities
Trade and other payables
50,645
20,000
-
70,645
50,645
20,000
-
70,645
The Company assesses all counterparties for credit risk before contracting with them. The credit risk on cash and cash
equivalents is mitigated by entering into transactions with counterparties that are regulated entities subject to
prudential supervision, with high credit ratings assigned by international credit rating agencies. Cash and cash
equivalents are held with Barclays Bank plc, which at the year end was assigned a credit rating of A by the rating
agency Standard and Poor.
The maximum exposure to credit risk is the carrying amount of the financial assets set out below.
Credit risk is the risk of financial loss to the Company if a counterparty fails to meet its contractual obligations. Credit
risk arises from cash and cash equivalents as well as outstanding receivables.
Currency risk
The Company is not exposed to the risk that the exchange rate of its reporting currency relative to other foreign
currencies that may change in a manner that has an adverse effect on the fair value, or future cash flows of the
Company's financial assets or liabilities denominated in currencies other than GBP, as all financial assets or liabilities
are denominated in GBP.
11.1.3 Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial
liabilities. This risk can arise from mismatches in the timing of cash flows relating to assets and liabilities. The
Company receives funding from its shareholders and does not have significant ad hoc expenses to settle. The
Company is currently exposed to general operating expenses and costs associated with the proposed reverse
takeover (RTO) transaction.
The table below analyses the Company's financial liabilities into the relevant maturity groupings based on the
remaining period at the reporting date. The amounts in the table are the contractual undiscounted cash flows.
Balances due within 12 months equal their carrying balances, as the impact of discounting is not significant.
Page 39
IKIGAI VENTURES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
11.2
Capital risk management
12
EVENTS AFTER THE REPORTING PERIOD
Potential Reverse Takeover (RTO) and Suspension from LSE
In August 2025, the Company entered into conditional, non-binding Heads of Terms for the proposed acquisitions of
Dotlines Global Plc and Audra Solutions Ltd. These transactions, if completed, would constitute a reverse takeover
under the UK Listing Rules. In accordance with standard procedure for cash shells, the Company requested a
suspension of trading in its shares on the London Stock Exchange, which took effect on 21 August 2025. The proposed
acquisitions remain subject to final due diligence, documentation, and regulatory approvals as at the date of signing
these financial statements.
No other material events have occurred between the balance sheet date and the date of approval of these financial
statements that would require adjustment or additional disclosure.
The capital of the Company is represented by the net assets attributable to the equity shareholder. The Company’s
objective when managing capital is to safeguard the ability to continue as a going concern in order to provide returns
for the shareholder and benefits for other stakeholders.
The Board of Directors and the shareholders monitor capital on the basis of the value of net assets attributable to the
equity shareholders. Details of how the Directors manage this risk are provided in note 2.9.
Warrant
As at the date of signing these financial statements, the warrant issued to Strand Hanson Limited to subscribe for
shares equal to 1% of the enlarged issued share capital expired unexercised. No liability or further financial impact
arises as a result of this expiry, as the fair value charge was not recognised due to materiality and was disclosed in
prior years.
Page 40
IKIGAI VENTURES LIMITED
COMPANY INFORMATION
FOR THE YEAR ENDED 30 JUNE 2025
Directors/the Board:
Ashley Charles Paxton
Meriel Catherine Lenfestey
Kane Black
Registered Office:
Plaza House
Third Floor
Elizabeth Avenue
St Peter Port
GY1 2HU
Registered Number:
69265
Secretary:
Cosign Limited
Plaza House
Third Floor
Elizabeth Avenue
St Peter Port
GY1 2HU
Financial Advisor
Allenby Capital Limited
5 St Helen's Place
London
EC3A 6AB
Administrator:
CSC Management (Guernsey Limited)
Plaza House
Third Floor
Elizabeth Avenue
St Peter Port
GY1 2HU
Registrar:
65 Gresham Street
London
EC2V 7NQ
Independent Auditor:
Baker Tilly CI Audit Limited
PO Box 344
Mont Crevelt House
Bulwer Avenue
St Sampson
Guernsey
GY2 4LH
Channel Islands
Legal Advisor:
Reynolds Porter Chamberlain LLP
Tower Bridge House
St Katherine's Way
London
E1W 1AA
Legal Advisor:
Carey Olsen (Guernsey) LLP
Carey House
Les Banques
St Peter Port
Guernsey
GY1 4BZ
MUFG Corporate Markets (Guernsey) Limited (formerly Link Asset Services)
Page 41