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MAC3 Marwyn Acquisition Company Iii Limited

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0.00 (0.00%)
Share Name Share Symbol Market Type Share ISIN Share Description
Marwyn Acquisition Company Iii Limited LSE:MAC3 London Ordinary Share VGG5878H1038 ORD NPV (DI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Trust,ex Ed,religious,charty 0 -1.45M - N/A 0

Marwyn Acquisition Company III Ltd Annual Financial Report (4086E)

28/10/2022 7:00am

UK Regulatory


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TIDMMAC3

RNS Number : 4086E

Marwyn Acquisition Company III Ltd

28 October 2022

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO

LEI: 254900YT8SO8JT2LGD15

Marwyn Acquisition Company III Limited

(the "Company")

Publication of the Financial Statements for the year ended 30 June 2022

The Company announces the publication of its results for the year ended 30 June 2022.

The Financial Statements are also available on the 'Shareholder Documents' page of the Company's website at www.marwynac3.com .

Enquiries:

Company Secretary

Antoinette Vanderpuije - 020 7004 2700

Finsbury - PR Adviser

Rollo Head 07768 994 987

Chris Sibbald 07855 955 531

Investec Bank plc - Financial Adviser 020 7597 5970

Christopher Baird

Carlton Nelson

Alex Wright

   N.M. Rothschild & Sons Limited - Financial Adviser   020 7280 5000 

Peter Nicklin

Shannon Nicholls

WH Ireland Limited - Corporate Broker - + 44 (0) 207 220 1666

Harry Ansell

Katy Mitchell

MARWYN ACQUISITION COMPANY III LIMITED

Consolidated Financial Statements

For the year ended 30 June 2022

MANAGEMENT REPORT

We present to shareholders the audited consolidated financial statements of Marwyn Acquisition Company III Limited (the "Company") for the year ended 30 June 2022 (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.

The Directors believe there is significant opportunity to invest in companies that are positioned to take advantage of the structural change arising from an unprecedented acceleration of digitalisation brought about by the current macroeconomic environment, affecting the way people live, work and consume, and the way businesses operate, engage and sell to customers.

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

During the period, the Directors have continued to progress the Company's strategy in seeking appropriate management partners and considering the optimal capital structure to execute the Company's strategy. On 29 April 2022, the Company announced the launch of a 12 month placing programme (the "Placing Programme") pursuant to which the Company has the ability to issue up to 500 million C ordinary redeemable shares ("C Shares") at an issue price of GBP1 per C Share in order to raise up to an aggregate of GBP500 million. The Directors believe that the ability to issue C Shares where appropriate, alongside the existing flexibility of the Company's corporate structure to utilise the issuance of either listed ordinary shares or unlisted B shares, provides the Company with a competitive advantage in securing attractive acquisition opportunities and bringing the best executive management back to the UK public markets.

Results

The Group's total comprehensive loss for the year to 30 June 2022 was GBP1,136,962 (period ended 30 June 2021: GBP636,141). Of the costs incurred in the year, GBP479,735 (period ended 30 June 2021: GBP265,768) relates to non-recurring project costs. The Group held a cash balance at the year end of GBP10,483,374 (2021: GBP12,255,385). The Group has not yet acquired an operating business and as such is not yet income generating.

In connection with the Company's C Share placing programme, at the balance sheet date an asset has been recorded for costs associated with a further equity raise as disclosed in Note 10. There is currently no certainty that the potential capital raise will take place nor of its terms should it do so.

Directors

The Directors during the year and subsequently are:

James Corsellis (Chairman); and

Mark Brangstrup Watts.

Directors' Biographies

James Corsellis

James brings extensive public company experience as well as management and corporate finance expertise across a range of sectors and an extensive network of relationships with co-investors, advisers and other business leaders.

Previously James has served as a director of the following companies: a non-executive director of BCA Marketplace Limited (formerly BCA Marketplace Plc) from July 2014 to December 2017, Advanced Computer Software from October 2006 to August 2008, non-executive chairman of Entertainment One Limited from January 2007 to March 2014 and remaining on the board as a non-executive director until July 2015, non-executive director of Breedon Aggregates Limited from March 2009 to July 2011 and as CEO of icollector Plc from 1994-2001 amongst others. James was educated at Oxford Brookes University, the Sorbonne and London University.

James is a managing partner of Marwyn Capital LLP and Marwyn Investment Management LLP, an executive director of Silvercloud Holdings Limited, and the chairman of Marwyn Acquisition Company Plc, Marwyn Acquisition Company II Limited and MAC Alpha Limited.

Mark Brangstrup Watts

Mark has many years of experience deploying long term investment strategies in the public markets. Mark brings his background in strategic consultancy to the management team, having been responsible for strategic development projects at a range of international companies including Ford Motors Company (US), Cummins (Japan) and 3M (Europe).

Previously Mark has served a director of the following companies: a non-executive director of Zegona Communications Plc from January 2015 to May 2020, BCA Marketplace Limited (formerly BCA Marketplace Plc) from July 2014 to December 2017, Advanced Computer Software from October 2006 to September 2012, Entertainment One Limited from June 2009 to July 2013, Silverdell Plc from March 2006 to December 2013, Inspicio Holdings Limited from October 2005 to February 2008 and Talarius Limited September 2005 to February 2007 amongst others. Mark has a BA in Theology and Philosophy from King's College, London.

Mark is a managing partner of Marwyn Capital LLP and Marwyn Investment Management LLP, an executive director of Silvercloud Holdings Limited, and a director of Marwyn Acquisition Company Plc, Marwyn Acquisition Company II Limited, MAC Alpha Limited and AdvancedAdvT 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 14 to the Financial Statements.

On 4 December 2020 the Company issued 700,000 ordinary shares and matching warrants for a total price of GBP700,000. 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.

On 20 April 2021, the Company issued 12 million A shares to an entity managed by MIM LLP (with class A warrants being issued on the basis of one class A warrant per A share), for a total price of GBP12,000,000.

On 31 March 2022, the Company announced the launch of its Placing Programme. As at the date of these Financial Statements, no C Shares have been issued.

Corporate Governance

As a company with a Standard Listing, the Company is not required to comply with the provisions of the UK Corporate Governance Code and given the size and nature of the Group the Directors have decided not to adopt the UK Corporate Governance Code. Nevertheless, the Board is committed to maintaining high standards of corporate governance and will consider whether to voluntarily adopt and comply with the UK Corporate Governance Code as part of any acquisition, taking into account the Company's size and status at that time.

The Company currently complies with the following principles of the UK Corporate Governance Code:

-- The Company is led by an effective and entrepreneurial Board, whose role is to promote the long term sustainable success of the Company, generating value for shareholders and contributing to wider society;

-- The Board ensures that it has the policies, processes, information, time and resources it needs in order to function effectively and efficiently; and

-- The Board ensures that the necessary resources are in place for the company to meet its objectives and measure performance against them.

Given the size and nature of the Company, the Board has not established any committees and intends to make decisions as a whole. If the need should arise in the future, for example following any acquisition, the Board may set up committees and may decide to comply with the UK Corporate Governance Code.

Risk management and internal control systems

A robust risk assessment was carried out by the Directors of the Company, along with its advisers, in preparation for the Company's IPO on 4 December 2020 and the Directors have identified a wide range of risks, which are set out in the Company's prospectus dated 4 December 2020. As part of the launch of the Placing Programme an updated robust risk assessment was carried out by the Directors of the Company, along with its advisers and the wide range of risks identified are set out in the Company's prospectus dated 29 April 2022.

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

The Company's risk management framework incorporates a risk assessment that identifies and assesses the strategic, operational and financial risks facing the business and mitigating controls. The risk assessment is documented through a risk register which categorises the key risks faced by the business into:

   --      Business risks; 
   --      Shareholder risks; 
   --      Financial and procedural risks; and 
   --      Risks associated with the acquisition process. 

The risk assessment identifies the potential impact and likelihood of each of the risks detailed on the risk register and mitigating factors/actions have also been identified.

The Company's risk management process includes both formal and informal elements. The size of the Board and the frequency in which they interact ensures that new risks, or changes to the nature of the Company's existing risks, are identified, discussed and analysed quickly. The Company's governance framework, including formal periodic board meetings with standing agendas, ensures that the Company has a formal framework in place to manage the review, consideration and formal approval of the risk register, including risk assessment.

The Group's only significant asset is cash. As at the statement of financial position date the Group's cash balance was GBP10,483,374 (2021: GBP12,255,385). 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 16 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             There is a risk that the Company may incur substantial 
  could incur             legal, financial and advisory expenses arising 
  costs for               from unsuccessful transactions which may include 
  transactions            public offer and transaction documentation, legal, 
  that may ultimately     accounting and other due diligence which could 
  be unsuccessful.        have a material adverse effect on the business, 
                          financial condition, results of operations and 
                          prospects of the Company. 
                        ------------------------------------------------------------- 
 The Company             The Company's future success is dependent upon 
  may not be              its ability to not only identify opportunities 
  able to complete        but also to execute a successful acquisition. 
  an acquisition.         There can be no assurance that the Company will 
                          be able to conclude agreements with any target 
                          business and/or 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             There may be significant competition for some 
  may face significant    or all of the acquisition opportunities that the 
  competition             Company may explore. Such competition may for 
  for acquisition         example come from strategic buyers, sovereign 
  opportunities.          wealth funds, special purpose acquisition companies 
                          and public and private investment funds, many 
                          of which are well established and have extensive 
                          experience in identifying and completing acquisitions. 
                          A number of these competitors may possess greater 
                          technical, financial, human and other resources 
                          than the Company. Therefore, the Company may identify 
                          an investment opportunity in respect of which 
                          it incurs costs, for example through due diligence 
                          and/or financing, but the Company cannot assure 
                          investors that it will be successful against such 
                          competition. Such competition may cause the Company 
                          to incur significant costs but be unsuccessful 
                          in executing an acquisition or may result in a 
                          successful acquisition being made at a significantly 
                          higher price than would otherwise have been the 
                          case which could materially adversely impact the 
                          business, financial condition, result of operations 
                          and prospects of the Company. 
                        ------------------------------------------------------------- 
 Even if the             The success of any of the Group's acquisitions 
  Group completes         may depend in part on the Group's ability to implement 
  the an acquisition,     the necessary technological, strategic, operational 
  any technological,      and financial change programmes in order to transform 
  strategic,              the acquired business and improve its financial 
  operating               performance. Implementing change programmes within 
  and financial           an acquired business may require significant modifications, 
  improvements            including changes to hardware and other business 
  proposed and            assets, operating and financial processes and 
  implemented             technology, software, business systems, management 
  may not be              techniques and personnel, including senior management. 
  successful. 
                          There is no certainty that the Group will be able 
                          to successfully implement such change programmes 
                          within a reasonable timescale and cost, and any 
                          inability to do so could have a material adverse 
                          impact on the Company's performance and prospects. 
                          Specifically, in the context of operational improvements 
                          and financial performance, the Company may not 
                          be able to propose and implement effective operational 
                          improvements for the target business with which 
                          the Group completes an acquisition. Such target 
                          businesses may not be able to generate the expected 
                          margins or cash flows. Although the Group assesses 
                          each target business, these assessments are subject 
                          to a number of assumptions and estimates concerning 
                          markets, profitability, growth, interest rates 
                          and company and asset valuations. The Group's 
                          assessments of, and assumptions regarding, target 
                          businesses may prove to be incorrect and actual 
                          developments may differ significantly from the 
                          Group's expectations. In addition, even if the 
                          Group completes an acquisition, general economic 
                          and market conditions or other factors outside 
                          the Company's control make the Company's operating 
                          strategies difficult or impossible to implement. 
                        ------------------------------------------------------------- 
 

Directors interests

The Directors have no direct interests in the ordinary shares of the Company. The Directors have interests in the Company's long term incentive plan, as detailed in Note 17 to the Financial Statements. James Corsellis and Mark Brangstrup Watts are managing partners of MIM LLP which manages 75% per cent of the ordinary shares and matching warrants, and 100% of the A shares and matching A warrants issued by the Company. James Corsellis and Mark Brangstrup Watts are also managing partners of Marwyn Capital LLP, a firm which provides corporate finance, company secretarial and ad-hoc managed services support to the Company. Details of the related party transactions which occurred during the year are disclosed in Note 18 to the Financial Statements, save for the participation in the Company's long term incentive plan as disclosed in Note 17 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 2022, the Group has net assets of GBP9,043,558 (2021: GBP10,180,520) and a cash balance of GBP10,483,374 (2021: GBP12,255,385). 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. As set out in the Management Report, during 2022, the Company has launched the Placing Programme, under which the Company has the ability to raise up to GBP500 million via the issuance of C Shares. No C Shares have yet been issued as at the date of these Financial Statements. The Company can also raise capital via the issuance of further ordinary shares or via the issuance of unlisted B shares which would be issued in conjunction with a private placement memorandum to qualifying institutional investors, and exchangeable into listed ordinary shares on re-admission. 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 also entered into a forward purchase agreement ("FPA") on 27 November 2020 with Marwyn Value Investors II LP ("MVI II LP") of up to GBP20 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 2022 GBP12 million had been drawn down under the FPA. Whilst the FPA provides a mechanism for the Company to raise additional funds, as any drawdown is not under the exclusive control on the Company, all cashflow and working capital forecasts have been prepared without any further draw down on the FPA being assumed.

Furthermore, the Directors have considered the ongoing impact of the Covid-19 pandemic, conflict in Ukraine and current macro-economic factors on the Group's forecast cashflows and liabilities, concluding that prior to completing a transaction, these have no material impact on the Group due to the nature of its operations.

The Directors have also considered 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

The Directors believe there is significant opportunity to invest in businesses that have the potential to be long term beneficiaries of the changes to their respective sectors and the underlying acceleration of digitalisation that the current macro environment has brought about. Discussions with a number of potential management partners are ongoing, across a variety of sectors. The Directors remain confident in delivering the Company's strategy and creating significant value for our shareholders.

RESPONSIBILITY STATEMENT

he Directors are responsible for preparing the consolidated 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 2022, 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 ("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 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 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 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 IFRS and give a true and fair view of the assets, liabilities, financial position and loss of the Group.

-- The management report includes a fair review of the development and performance of the business and the financial position of the Group, together with a description of the principal risks and uncertainties that it faces.

Independent Auditor

Baker Tilly Channel Islands Limited ("BTCI") was appointed as the Company's independent auditor during the year. BTCI 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:

-- 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 31 October 2022 and is signed on its behalf.

By Order of the Board

James Corsellis

Chairman

27 October 2022

INDEPENT 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 2022, 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 2022, 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 (IFRSs); and

-- have been prepared in accordance with the requirements of the BVI Business Company Act 2004, as amended.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs) and applicable law. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Jersey, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 
 Key audit matter              How our audit addressed          Key observations 
                                the matter                       communicated to those 
                                                                 charged with governance 
 Equity and Warrants           Our audit procedures             Based on the procedures 
  Issuance                      included, but were               performed, we are 
  The warrants issued           not limited to:                  satisfied that management's 
  to investors are subject      Classification:                  judgements and estimates 
  to judgement in both          We obtained an understanding     in respect of the 
  classification and            of management's assessment       valuation and classification 
  valuation.                    for the classification           of warrants for the 
  The classification            of these instruments             year ended 30 June 
  of the warrants is            and the rationale                2022 along with the 
  complex and must consider     for their classification.        related disclosures 
  the nature and details        We reviewed, in conjunction      in the consolidated 
  of the instruments            with our Technical               financial statements 
  contracts to determine        Director the classification      are appropriate. 
  the correct classification    of these instruments             We have nothing to 
  between equity and            and management's assessment      report to those charged 
  liabilities.                  in accordance with               with governance from 
  Further the fair value        IAS 32 and IFRS 9                our testing. 
  of these warrants             and we challenged 
  was determined using          management on their 
  the Black Scholes             assessment. 
  option pricing methodology    Valuation: 
  which considered the          We obtained the valuation 
  exercise price, expected      report prepared by 
  volatility, risk free         management's expert. 
  rate, expected dividends      We performed the review 
  and expected term             of and validation 
  of the warrants which         of the valuation assumptions, 
  is complex and involves       methodology and calculations 
  estimates and judgements.     in respect of the 
  Financial Statement           valuation of the instruments 
  Impact:                       and determined whether 
  GBP2,032,000                  it was in accordance 
  Fair Value of Warrants        with the requirements 
                                of IFRS 9 and IFRS 
  The accounting policies       13. 
  on pages 19 and 20            Disclosure: 
  sets out the treatment        We reviewed the relevant 
  applied by management,        disclosures in the 
  and related disclosures       consolidated financial 
  are presented in Note         statements in accordance 
  13.                           with the requirements 
                                of the IFRS as adopted 
                                by the European Union 
                                and performed a financial 
                                statement disclosure 
                                checklist utilising 
                                specialist software. 
                              -------------------------------  ------------------------------ 
 

Other matter

The financial statements for the period ended 30 June 2021 were audited by the previous auditor, as listed on page 31 of the financial statements, who expressed an unmodified opinion on those statements on 29 October 2021.

Our application of Materiality

Materiality for the consolidated financial statements as a whole was set at GBP226,000, determined with reference to a benchmark of Net Assets, of which it represents 2.5%.

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 70% of materiality for the consolidated financial statements as a whole, which equates to GBP158,200. 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 GBP11,300, in addition to those that warranted reporting on qualitative grounds.

All Group companies were within the scope of testing by the Group audit team.

Conclusions relating to Going Concern

In auditing the consolidated financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the consolidated financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group and Company's ability to continue as a going concern for a period of at least twelve months from when the consolidated financial statements are authorised for issue.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the consolidated financial statements and our auditor's report thereon. The Directors are responsible for the other information contained within the annual report. Our opinion on the consolidated financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the consolidated financial statements themselves. If, based on the work performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of the Directors

As explained more fully in the Directors' responsibility statement set out on pages 8 and 9, the Directors are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with IFRSs, and for such internal control as the Directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the Group 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; 

-- Obtained and reviewed bank statements as well as reviewed ledgers and minutes to ensure finance income is complete and as per our expectation;

   --      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 Marwyn Acquisition Company III on 23 August 2022 to audit the consolidated financial statements. Our total uninterrupted period of engagement is 1 year.

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.

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 22 September 2022. 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

Date: 27 October 2022

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
 
 
                                                       Year ended     Period 
                                                          30 June      ended 
                                                             2022    30 June 
                                                                        2021 
                                               Note         GBP's      GBP's 
 
Administrative expenses                         6       (892,233)  (636,141) 
Operating loss                                          (892,233)  (636,141) 
 
Finance income                                              9,271          - 
Movement in fair value of warrants              13      (254,000)          - 
Loss before income taxes                              (1,136,962)  (636,141) 
 
Income tax                                      7               -          - 
                                                     ============  ========= 
Loss for the year/period                              (1,136,962)  (636,141) 
Total other comprehensive income                                -          - 
Total comprehensive loss for the year/period          (1,136,962)  (636,141) 
                                                     ============  ========= 
 
 
 
       Loss per share                  GBP's         GBP's 
       Basic and diluted       8      (0.0895)      (0.2130) 
 

The Group's activities derive from continuing operations.

The notes on pages 18 to 31 form an integral part of these Financial Statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
 
 
                                           As at       As at 
                                         30 June     30 June 
                                            2022        2021 
Assets                         Note        GBP's       GBP's 
 
Current assets 
Other receivables               10       750,873     635,690 
Cash and cash equivalents       11    10,483,374  12,255,385 
                                     -----------  ---------- 
Total current assets                  11,234,247  12,891,075 
 
Total assets                          11,234,247  12,891,075 
                                     -----------  ---------- 
 
 
Equity and liabilities 
Equity 
Ordinary Shares                 14       326,700     326,700 
A Shares                        14    10,320,000  10,320,000 
Sponsor share                   14             1           1 
Share-based payment reserve     17       169,960     169,960 
Accumulated losses                   (1,773,103)   (636,141) 
                                     -----------  ---------- 
Total equity                           9,043,558  10,180,520 
 
Current liabilities 
Trade and other payables        12       158,689     932,555 
Warrants                        13     2,032,000   1,778,000 
                                     -----------  ---------- 
Total liabilities                      2,190,689   2,710,555 
 
Total equity and liabilities          11,234,247  12,891,075 
                                     -----------  ---------- 
 

The notes on pages 18 to 31 form an integral part of these Financial Statements.

The Financial Statements were approved by the Board of Directors on 27 October 2022 and were signed on its behalf by:

 
 James Corsellis   Mark Bangstrup Watts 
  Chairman          Director 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                                                      Share 
                                                                      based 
                                 Ordinary                Sponsor    payment   Accumulated        Total 
                         Note      Shares     A Shares     Share    reserve        losses       equity 
                               ----------  -----------  --------  ---------  ------------  ----------- 
                                    GBP's        GBP's     GBP's      GBP's         GBP's        GBP's 
 Balance at                             -            -         -          -             -            - 
  incorporation 
 Issuance of 
  1 ordinary share                      1            -         -          -             -            1 
 Redesignation 
  of 1 ordinary 
  share                               (1)            -         1          -             -            - 
 Issuance of 
  700,000 ordinary 
  shares(1)              14       602,000            -         -          -             -      602,000 
 Issuance of 
  12,000,000 A 
  shares(1)              14             -   10,320,000         -          -             -   10,320,000 
 Share issue 
  costs                  14     (275,300)            -         -          -             -    (275,300) 
 Total comprehensive 
  loss for the 
  period                                -            -         -          -     (636,141)    (636,141) 
 Share-based 
  payment charge         17             -            -         -    169,960             -      169,960 
 Balance at 
  30 June 2021                    326,700   10,320,000         1    169,960     (636,141)   10,180,520 
                               ----------  -----------  --------  ---------  ------------  ----------- 
 
 
                                                                       Share 
                                                                       based 
                                  Ordinary                Sponsor    payment   Accumulated         Total 
                         Note       Shares     A Shares     Share    reserve        losses        equity 
                                 ---------  -----------  --------  ---------  ------------  ------------ 
                                     GBP's        GBP's     GBP's      GBP's         GBP's         GBP's 
 Balance at 
  1 July 2021                      326,700   10,320,000         1    169,960     (636,141)    10,180,520 
 Total comprehensive 
  loss for the 
  year                                   -            -         -          -   (1,136,962)   (1,136,962) 
 Balance at 
  30 June 2022                     326,700   10,320,000         1    169,960   (1,773,103)     9,043,558 
                                 ---------  -----------  --------  ---------  ------------  ------------ 
 

The notes on pages 18 to 31 form an integral part of these Financial Statements.

(1) The amounts raised from issuance of ordinary shares and matching warrants and A shares and matching A warrants were required to be split between equity and warrant liability based on the fair value attributable to these. Therefore, the amounts shown should be considered alongside the warrant liability as detailed in Note 13.

CONSOLIDATED STATEMENT OF CASH FLOWS

 
                                                                For the     For the 
                                                             year ended      period 
                                                                30 June    ended 30 
                                                                               June 
                                                                   2022        2021 
                                               Note               GBP's       GBP's 
Operating activities 
Loss for the year/ period                                   (1,136,962)   (636,141) 
 
Adjustments to reconcile total operating 
 loss to net cash flows: 
Finance income                                                  (9,271)           - 
Fair Value loss on warrant provision            13              254,000           - 
Share-based payment expense                     17                    -     154,960 
Working capital adjustments: 
Increase in other receivables                   10            (115,183)   (635,690) 
(Decrease)/increase in trade and other 
 payables                                       12            (773,866)     932,555 
Net cash flows used in operating activities                 (1,781,282)   (184,316) 
                                                     ------------------  ---------- 
 
Investing activities 
Interest received                                                 9,271           - 
                                                                         ---------- 
Net cash flows received from investing                            9,271           - 
 activities 
                                                     ------------------  ---------- 
 
Financing activities 
Proceeds from issue of ordinary shares 
 and matching warrants                          14                    -     700,001 
Proceeds from issue of A shares and matching 
 warrants                                       14                    -  12,000,000 
Proceeds from issue of ordinary A share 
 capital in MAC III (BVI) limited                                     -      15,000 
Costs directly attributable to equity 
 raise                                                                -   (275,300) 
                                                                         ---------- 
Net cash flows received from financing 
 activities                                                           -  12,439,701 
                                                     ------------------  ---------- 
 
Net (decrease)/increase in cash and cash 
 equivalents                                                (1,772,011)  12,255,385 
Cash and cash equivalents at the beginning 
 of the year/period                                          12,255,385           - 
                                                     ------------------  ---------- 
Cash and cash equivalents at the end 
 of the year/period                             11           10,483,374  12,255,385 
                                                     ------------------  ---------- 
 

The notes on pages 18 to 31 form an integral part of these Financial Statements.

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.   ACCOUNTING POLICIES 
   (a)    Basis of preparation 

The Financial Statements for the year ended 30 June 2022 have been prepared in accordance with International Financial Reporting Standards and IFRS Interpretations Committee interpretations as adopted by the European Union (collectively, "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 comparative reporting period represents the period from incorporation, being 31 July 2020, to 30 June 2021.

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.

   (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 2022, the Group has net assets of GBP9,043,558 (2021: GBP10,180,520) and a cash balance of GBP10,483,374 (2021: GBP12,255,385). 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. As set out in the Management Report, during 2022, the Company has launched the Placing Programme, under which the Company has the ability to raise up to GBP500 million via the issuance of C Shares. No C Shares have yet been issued as at the date of these Financial Statements. The Company can also raise capital via the issuance of further ordinary shares or via the issuance of unlisted B shares which would be issued in conjunction with a private placement memorandum to qualifying institutional investors, and exchangeable into listed ordinary shares on re-admission. 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 5and 6.

The Company also entered into a forward purchase agreement ("FPA") on 27 November 2020 with Marwyn Value Investors II LP ("MVI II LP") of up to GBP20 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 2022 GBP12 million had been drawn down under the FPA. Whilst the FPA provides a mechanism for the Company to raise additional funds, as any drawdown is not under the exclusive control on the Company, all cashflow and working capital forecasts have been prepared without any further draw down on the FPA being assumed.

Furthermore, the Directors have considered the ongoing impact of the Covid-19 pandemic, conflict in Ukraine and current macro-economic factors on the Group's forecast cashflows and liabilities, concluding that prior to completing a transaction, these have no material impact on the Group due to the nature of its operations.

The Directors have also considered 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.

   (c)    New standards and amendments to International Financial Reporting Standards 

Standards, amendments and interpretations issued but not yet effective:

The following standards are issued but not yet effective. The Group intends to adopt these standards, if applicable, when they become effective. It is not currently expected that these standards will have a material impact on the Group.

 
Standard                                                          Effective 
                                                                       date 
Onerous Contracts - Cost of Fulfilling a Contract            1 January 2022 
 (Amendments to IAS 37); 
Property, Plant and Equipment: Proceeds before Intended      1 January 2022 
 Use (Amendments to IAS 16); 
Annual Improvements to IFRS Standards 2018-2020 (Amendments  1 January 2022 
 to IFRS 1, IFRS 9, IFRS 16 and IAS 41); 
Amendments to IFRS 3: References to Conceptual Framework;    1 January 2022 
Amendments to IAS 1 Presentation of Financial Statements:    1 January 2023 
 Classification of Liabilities as Current or Non-current*; 
Disclosure of accounting policies (Amendments to             1 January 2023 
 IAS 1); 
Extension of temporary exemption of applying IFRS            1 January 2023 
 9 (Amendments to IFRS 4) 
Deferred Tax relating to Assets and Liabilities arising      1 January 2023 
 from a Single Transaction (Amendments to IAS 12); 
Initial Application of IFRS 17 and IFRS 9 - Comparative      1 January 2023 
 Information Amendment to IFRS 17); 
Definition of accounting estimates (Amendments to            1 January 2023 
 IAS 8); 
Amendments to IFRS 17 Insurance contracts;                   1 January 2023 
Amendment to IFRS 16 Leases: Lease Liability in a            1 January 2024 
 sale & leaseback*. 
* Subject to EU endorsement 
 
   (d)   Basis of consolidation 

Subsidiaries are entities controlled by the Company. Control exists when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial information of subsidiaries is fully consolidated from the date that control commences until the date that control ceases.

Intragroup balances, and any gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial information.

   (e)   Financial instruments 

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

The Group initially recognises financial assets and financial liabilities at fair value. With the exception of warrants, financial assets and liabilities are subsequently remeasured at amortised cost using the effective interest rate.

Warrants

Warrants are accounted for as derivative liability instruments under IAS 32 and are measured at fair value at the date of issue and remeasured at each subsequent reporting date with changes in fair value being recognised in the Statement of Comprehensive Income. Fair value of the warrants has been calculated using a Black-Scholes option pricing methodology and details of the estimates and judgements used in determining the fair value of the warrants are set out in Note 3. The warrant liability will be derecognised when the liability is extinguished either through exercise or expiry.

   (f)    Cash and cash equivalents 

Cash and cash equivalents comprise cash balances at banks.

   (g)    Equity 

Ordinary shares, A shares and sponsor shares are classified as equity. Incremental costs directly attributable to the issue of new shares are recognised in equity as a deduction from the proceeds.

   (h)   Corporation tax 

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

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date. Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.

   (i)     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 8. 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 17. 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 GBP1 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 GBP1 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 GBP1 per ordinary share, subject to a downward price adjustment depending on the price of future share issues issued prior to or in conjunction with an initial acquisition.

Warrants are accounted for as derivative liability instruments under IAS 32 and are measured at fair value at the date of issue and each subsequent balance sheet date. Fair value of the warrants has been calculated using a

Black-Scholes option pricing methodology and details of the estimates and judgements used in determining the fair value of the warrants are set out in Note 3.

   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") to acquire a further share at an exercise price of GBP1.00 per share (subject to a downward adjustment under certain conditions). In the prior period, the Warrants were exercisable at any time until five years after the issue date; effective 31 March 2022, the exercise date for the Warrants was extended to the 5(th) anniversary of a Business Acquisition, as defined in Note 13. The 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.

Valuation of Incentive Scheme

The Company has issued Incentive Shares as part of the creation of a long-term incentive scheme which is valued using a Monte Carlo model. This model requires estimation and judgment surrounding the inputs of exercise price, expected volatility, risk free rate, expected dividends, and expected term of the Incentive Shares. The Ordinary A share liability held represents at the subscription price as there is an option to redeem the shares for cash in the instance of a bad leaver, at the lower of market value and the subscription price, which the Directors estimate to be materially equivalent to their underlying market value.

Other disclosures relating to the Group's exposure to risk and uncertainties are included in Note 17.

Critical accounting judgements

Classification of warrants

The Directors consider the 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 failing the 'fixed for fixed' test, as outlined in IAS 32 para 16, which is required to recognise the warrants as equity instruments. This test requires the Company to provide a fixed number of shares for a fixed amount of cash on exercise of the warrants which would not be the case should the exercise price be modified. Accordingly, the 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 affects the corresponding entry in equity recognised for the issue of shares as the proceeds are required to be allocated between equity and liability as one share and matching warrant was issued for GBP1 in aggregate and therefore the proceeds received from the issue of equity is deemed to have been received for both the issue of the shares and the corresponding warrants.

Recognition and classification of prepayment relating to a possible further equity raise

In connection with a potential acquisition, the Company has continued to actively consider a possible further equity raise and on 29 April 2022, the Company announced that it was launching the Placing Programme. In relation to this, GBP715,092 (2021: GBP592,827) of costs incurred have been included in current asset deferred costs (refer to Note 10). The Directors have considered each of these costs to determine whether:

(i) they are directly attributable to the issuance of shares, and therefore would be taken as a deduction from equity on the issuance of further equity, or;

   (ii)           they should be taken directly to the Statement of Comprehensive Income as expenses. 

At the year end, these costs are considered to be directly attributable to a future issuance of shares which the Directors intend to conclude within the next 12 months, at which point these costs would be subsequently reclassified from deferred costs to equity. However, there is no certainty that this capital raise will take place. If this further equity raise is not concluded, these costs will be expensed to the Statement of Comprehensive Income.

   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.

   5.    EMPLOYEES AND DIRECTORS 

The Group does not have any employees other than the Board of directors. During the year ended 30 June 2022, the Company had two Directors (2021: 2): James Corsellis and Mark Brangstrup Watts, neither Director received remuneration under the terms of their Director service agreements. The company's subsidiary has issued incentive Shares as more fully disclosed in Note 17 in which the Directors are indirectly beneficially interested.

   6.    ADMINISTRATIVE EXPENSES 
 
                                                               For the 
                                                   For the      period 
                                                year ended    Ended 30 
                                                   30 June        June 
                                                      2022        2021 
                                                     GBP's       GBP's 
Group expenses by nature 
Non-recurring project, professional and 
 diligence costs                                   479,735     265,768 
Professional support                               386,218     176,347 
Audit fees payable (Note 20)                        20,000      35,000 
Share-based payment expenses (Note 17)                   -     154,960 
Sundry expenses                                      6,280       4,066 
                                                            ---------- 
                                                   892,233     636,141 
                                          ----------------  ---------- 
 
   7.    INCOME TAX 
 
                                   For the       For the 
                                year ended        period 
                                   30 June      Ended 30 
                                      2022          June 
                                                    2021 
                                     GBP's         GBP's 
Analysis of tax in year 
Current tax on loss for                  -             - 
 the year 
Total current tax                        -             - 
                               -----------    ---------- 
 
 
Reconciliation of effective                                    For the          For the 
 rate and tax charge                                        year ended     period Ended 
                                                               30 June     30 June 2021 
                                                                  2022 
                                                                 GBP's            GBP's 
 
Loss on ordinary activities before tax                     (1,136,962)          (636,141) 
                                                           -----------   ---------------- 
Loss multiplied by the rate of corporation 
 tax in the UK of 19% (2021: 19%)                            (216,023)          (120,867) 
Effects of: 
Other disallowable expenditure                                  50,443             29,973 
Tax losses not utilised                                        165,580             90,894 
                                                           -----------   ---------------- 
Total taxation charge                                                -                  - 
                                                           -----------   ---------------- 
 
 

The Group is tax resident in the UK. As at 30 June 2022, cumulative tax losses available to carry forward against future trading profits were GBP1,349,860 (2021: GBP478,387) 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. Under UK Law, there is no expiry for the use of tax losses.

   8.    LOSS PER ORDINARY SHARE 

Basic EPS is calculated by dividing the loss attributable to equity holders of the company by the weighted average number of ordinary shares and A shares in issue during the year. Diluted EPS is calculated by adjusting the weighted average number of ordinary shares and A shares outstanding to assume conversion of all dilutive potential ordinary shares and A shares. The Company being loss making in both this year and comparative period would mean that any exercise would be anti-dilutive.

The Company maintains different share classes, of which ordinary shares, A shares and sponsor shares were in issue in the current year and prior period. 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 rights to distribution rights so has been ignored for the purposes of IAS 33. There were no B shares or C shares in issue in either the current year or prior period.

Refer to Note 13 (warrant liability) and Note 17 (share based payments) for instruments that could potentially dilute basic EPS in the future.

 
                                             For the    For the 
                                                year     period 
                                            ended 30   ended 30 
                                                June       June 
                                                2022       2021 
Loss attributable to owners of the 
 parent (GBP's)                          (1,136,962)  (636,141) 
 
Weighted average in issue                 12,700,000  2,986,827 
Basic and diluted loss per ordinary 
 share (GBP's)                              (0.0895)   (0.2130) 
 
   9.    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 2022:

 
                                                           Proportion 
                                                            of ordinary 
                                                            shares held 
                                         Country of         directly by 
 Company name     Nature of business      incorporation     parent 
---------------  ---------------------  ----------------  ------------------- 
 MAC III (BVI)                           British Virgin 
  Limited          Incentive vehicle      Islands                        100% 
 
 

The share capital of MAC III (BVI) Limited consists of both ordinary shares and Incentive Shares. The Incentive Shares are non-voting and disclosed in more detail in Note 17.

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

10. OTHER RECEIVABLES

 
                                  As at     As at 
                                30 June   30 June 
                                   2022      2021 
                                  GBP's     GBP's 
Amounts receivable within 
 one year: 
Prepayments                      18,550     4,658 
Deferred costs (Note 3)         715,092   592,827 
Due from related party 
 (Note 18)                            1         1 
VAT receivable                   17,230    38,204 
                               --------  -------- 
                                750,873   635,690 
                               --------  -------- 
 

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.

11. CASH AND CASH EQUIVALENTS

 
                                   As at       As at 
                                 30 June     30 June 
                                    2022        2021 
                                   GBP's       GBP's 
Cash and cash equivalents 
Cash at bank                  10,483,374  12,255,385 
                              ----------  ---------- 
                              10,483,374  12,255,385 
                              ----------  ---------- 
 

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, as issued by Moody's, are accepted.

12. TRADE AND OTHER PAYABLES

 
                                            As at     As at 
                                          30 June   30 June 
                                             2022      2021 
                                            GBP's     GBP's 
Amounts falling due within one year: 
Trade payables                              2,344    70,694 
Due to a related party (Note 18)          103,996    65,319 
Accruals                                   52,349   796,542 
                                          158,689   932,555 
                                         --------  -------- 
 

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.

13. WARRANT LIABLITY

 
                                                 Amounts 
                                             falling due 
                                              within one 
                                                    year 
                                                   GBP's 
Fair value of warrants: 
At incorporation                                       - 
Fair value of warrant issuances : 
 Warrant liability - ordinary warrants            98,000 
Warrant liability - A warrants                 1,680,000 
                                            ------------ 
Fair value of warrants at 30 June 2021         1,778,000 
                                            ------------ 
Fair value movement of warrants : 
 Warrant liability - ordinary warrants            14,000 
Warrant liability - A warrants                   240,000 
                                            ------------ 
Fair value of warrants at 30 June 2022         2,032,000 
                                            ------------ 
 

On 4 December 2020, the Company issued 700,000 ordinary shares and matching warrants at a price of GBP1 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 GBP1 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 GBP1 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 GBP1 per ordinary share, subject to a downward price adjustment depending on the price of future shares issued prior to or in conjunction with an initial acquisition. Warrants are fully vested at the year end.

Effective 29 April 2022, both the Warrant Instrument and A Warrant Instrument were amended such that the long stop date was extended to the fifth anniversary of an initial acquisition by a member of the Group (which may be in the form of a merger, share exchange, asset acquisition, share or debt purchase, reorganisation or similar transaction) of a business ("Business Acquisition"). Previously the warrants were exercisable for 5 years from the date of issue.

Warrants are accounted for as a level 3 derivative liability instruments and are measured at fair value at grant date and each subsequent balance sheet date. The warrants and A warrants were separately valued at the date of grant. For both the warrants and A warrants, the combined market value of one share and one Warrant was considered to be GBP1, in line with the price paid by investors. A Black-Scholes option pricing methodology was used to determine the fair value, which considered the exercise prices, expected volatility, risk free rate, expected dividends and expected term. On initial recognition, Warrants had a fair value of 14p per Warrant. This remained unchanged until 30 June 2022 (the balance sheet date) where the fair value increased to 16p per Warrant. The Directors are responsible for determining the fair value of the warrants at each reporting date, the underlying calculations are prepared by Deloitte LLP.

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

 
                                                As at             As at 
                                              30 June           30 June 
                                                 2022              2021 
 
Combined price of a share and                    GBP1              GBP1 
 warrant 
Exercise price                                   GBP1              GBP1 
Expected volatility                             25.0%             25.0% 
Risk free rate                                  2.17%             0.32% 
Expected dividends                               0.0%              0.0% 
Expected term                         5th anniversary      5 years from 
                                    of the completion       the IPO and 
                                        of a Business         4.4 years 
                                          Acquisition   from the period 
                                                               end date 
 

14. STATED CAPITAL

 
                                         As at       As at 
                                       30 June     30 June 
                                          2022        2021 
Issued and fully paid                    GBP's       GBP's 
700,000 ordinary shares of 
 no par value                          326,700     326,700 
12,000,000 A shares of no par 
 value                              10,320,000  10,320,000 
1 sponsor share of no par value              1           1 
                                    ----------  ---------- 
Total                               10,646,701  10,646,701 
                                    ----------  ---------- 
 

On incorporation, the Company issued 1 ordinary share of no par value to MVI II Holdings I LP. On 30 September 2020, it was resolved that updated memorandum and articles ("Updated M&A") be adopted by the Company and with effect from the time the Updated M&A be registered with the Registrar of Corporate Affairs in the British Virgin Islands, the 1 ordinary share which was in issue by the Company be redesignated as 1 sponsor share of no par value (the "Sponsor Share").

On 4 December 2020, the Company issued 700,000 ordinary shares and matching warrants at a price of GBP1 for one ordinary share and matching warrant. As a result of the fair value exercise of the warrants, 14p was attributed to the warrants and therefore each ordinary share was initially valued at 86p per share. Costs of GBP275,300 directly attributable to this equity raise were taken against stated capital during the period ended 30 June 2021.

On 20 April 2021, the Company issued 12,000,000 A shares and matching A warrants at a price of GBP1 for one A share and matching A warrant. As a result of the fair value exercise of the A warrants, 14p was attributed to the A warrants and therefore each ordinary share was initially valued at 86p per share. There were no costs directly attributable to the issue of these shares.

There has been no issue of any share capital in the year ended 30 June 2022.

The ordinary shares and A shares are entitled to receive a share in any distribution paid by the Company and a right to a share in the distribution of the surplus assets of the Company on a winding-up. Only ordinary shares have voting rights attached. The Sponsor Share confers upon the holder no right to receive notice and attend and vote at any meeting of members, no right to any distribution paid by the Company and no right to a share in the distribution of the surplus assets of the Company on a summary winding-up. Provided the holder of the Sponsor Share holds directly or indirectly 5 per cent. or more of the issued and outstanding shares of the Company (of whatever class other than any Sponsor Shares), they have the right to appoint one director to the Board.

The Company must receive the prior consent of the holder of the Sponsor Share, where the holder of the Sponsor Share holds directly or indirectly 5 per cent. or more of the issued and outstanding shares of the Company, in order to:

   --              Issue any further Sponsor Shares; 

-- issue any class of shares on a non pre-emptive basis where the Company would be required to issue such share pre-emptively if it were incorporated under the UK Companies Act 2006 and acting in accordance with the Pre-Emption Group's Statement of Principles; or

-- amend, alter or repeal any existing, or introduce any new share-based compensation or incentive scheme in respect of the Group; and

-- take any action that would not be permitted (or would only be permitted after an affirmative shareholder vote) if the Company were admitted to the Premium Segment of the Official List.

The Sponsor Share also confers upon the holder the right to require that: (i) any purchase of ordinary shares; or (ii) the Company's ability to amend the Memorandum and Articles, be subject to a special resolution of members whilst the Sponsor (or an individual holder of a Sponsor Share) holds directly or indirectly 5 per cent. or more of the issued and outstanding shares of the Company (of whatever class other than any Sponsor Shares) or are a holder of incentive shares.

15. RESERVES

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

Accumulated losses

Cumulative losses recognised in the Consolidated Statement of Comprehensive Income.

Share based payment reserve

The share based payment reserve is the cumulative amount recognised in relation to the equity-settled share based payment scheme as further described in Note 17.

16. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS

The fair value measurement of the Group's financial and non-financial assets and liabilities utilities market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation technique utilised are (the "fair value hierarchy"):

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

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

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

The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognised in the year they occur.

The Group has the following categories of financial instruments as at 30 June 2022:

 
                                               As at       As at 
                                             30 June     30 June 
                                                2022        2021 
                                               GBP's       GBP's 
Financial assets measured at amortised 
 cost 
Cash and cash equivalents (Note 11)       10,483,374  12,255,385 
Due from related party (Note 10 and 
 18)                                               1           1 
                                          10,483,375  12,255,386 
                                          ----------  ---------- 
 
Financial liabilities measured at 
 amortised cost 
Trade Creditors (Note 12)                      2,344      70,694 
Accruals (Note 12)                            52,349     796,542 
Due to related party (Notes 12 & 18)         103,996      65,319 
                                          ----------  ---------- 
                                             158,689     932,555 
                                          ----------  ---------- 
 
  Financial liabilities measured at 
  measure at fair value to profit and 
  loss 
Financial liabilities measured at 
 FVPL 
Warrant Liability (Note 13)                2,032,000   1,778,000 
                                          ----------  ---------- 
                                           2,032,000   1,778,000 
                                          ----------  ---------- 
 

All financial instruments are classified as current assets and current liabilities. There are no non-current financial instruments as at 30 June 2022.

For details of valuation techniques and significant unobservable inputs related to determining the fair value of the warrant liability, which is classified in level 3 of the fair value hierarchy, refer to Note 13.

The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. Treasury activities are managed on a Group basis under policies and procedures approved and monitored by the Board.

As the Group's assets are predominantly cash and cash equivalents, market risk, and liquidity risk are not currently considered to be material risks to the Group. The Directors have reviewed the risk of holding a singular concentration of assets as predominantly all credit assets held are cash and cash equivalents, however, do not deem this a material risk. The risk is mitigated by all cash and cash equivalents being held with Barclays Bank plc, which holds a short-term credit rating of P-1, as issued by Moody's.

17. SHARE-BASED PAYMENTS

Management Long Term Incentive Arrangements

The Group has put in place a Long-Term Incentive Plan ("LTIP"), to ensure alignment between Shareholders, and those responsible for delivering the Company's strategy and attract and retain the best executive management talent.

The LTIP will only reward the participants if shareholder value is created. This ensures alignment of the interests of management directly with those of Shareholders. As at the balance sheet date, an executive management team is not yet in place and as such Marwyn Long Term Incentive LP ("MLTI") (in which Mark Brangstrup Watts and James Corsellis are indirectly beneficially interested in) is the only participant in the LTIP. Once an executive management team is appointed, they will participate in the LTIP and this will be dilutive to MLTI. Under the LTIP, A ordinary shares ("Incentive Shares") are issued by the Subsidiary.

s at the statement of financial position date, MLTI had subscribed for redeemable A ordinary shares of GBP0.01 each in the Subsidiary entitling it to 100 percent of the incentive value.

Preferred Return

The incentive arrangements are subject to the Company's shareholders achieving a preferred return of at least 7.5 percent per annum on a compounded basis on the capital they have invested from time to time (with dividends and returns of capital being treated as a reduction in the amount invested at the relevant time) (the "Preferred Return").

Incentive Value

Subject to a number of provisions detailed below, if the Preferred Return and at least one of the vesting conditions have been met, the holders of the Incentive Shares can give notice to redeem their Incentive Shares for ordinary shares in the Company ("Ordinary Shares") for an aggregate value equivalent to 20 percent of the "Growth", where Growth means the excess of the total equity value of the Company and other shareholder returns over and above its aggregate paid up share capital (20 percent of the Growth being the "Incentive Value").

Grant date

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

Redemption / Exercise

Unless otherwise determined and subject to the redemption conditions having been met, the Company and the holders of the Incentive Shares have the right to exchange each Incentive Share for Ordinary Shares in the Company, which will be dilutive to the interests of the holders of Ordinary Shares. However, if the Company has sufficient cash resources and the Company so determines, the Incentive Shares may instead be redeemed for cash. It is currently expected that in the ordinary course Incentive Shares will be exchanged for Ordinary Shares. However, the Company retains the right but not the obligation to redeem the Incentive Shares for cash instead. Circumstances where the Company may exercise this right include, but are not limited to, where the Company is not authorised to issue additional Ordinary Shares or on the winding-up or takeover of the Company.

Any holder of Incentive Shares who exercises their Incentive Shares prior to other holders is entitled to their proportion of the Incentive Value to the date that they exercise but no more. Their proportion is determined by the number of Incentive Shares they hold relative to the total number of issued shares of the same class.

Vesting Conditions and Vesting Period

The Incentive Shares are subject to certain vesting conditions, at least one of which must be (and continue to be) satisfied in order for a holder of Incentive Shares to exercise its redemption right.

The vesting conditions are as follows:

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

ii. a sale of all or substantially all of the revenue or net assets of the business of the Subsidiary in combination with the distribution of the net proceeds of that sale to the Company and then to its shareholders;

iii. a sale of all of the issued ordinary shares of the Subsidiary or a merger of the Subsidiary in combination with the distribution of the net proceeds of that sale or merger to the Company's shareholders;

iv. where by corporate action or otherwise, the Company effects an in-specie distribution of all or substantially all of the assets of the Group to the Company's shareholders;

v. aggregate cash dividends and cash capital returns to the Company's Shareholders are greater than or equal to aggregate subscription proceeds received by the Company;

   vi.            a winding-up of the Company; 
   vii.           a winding-up of the Subsidiary; or 
   viii.          a sale, merger or change of control of the Company. 

If any of the vesting conditions described in paragraphs (ii) to (viii) above are satisfied before the third anniversary of the initial Business Acquisition, the Incentive Shares will be treated as having vested in full.

Holding of Incentive Shares

MLTI holds Incentive Shares entitling them to aggregate to 100 per cent. of the Incentive Value. Any future management partners or senior executive management team members receiving Incentive Shares will be dilutive to the interests of existing holders of Incentive Shares, however the share of the Growth of the Incentive Shares in aggregate will not increase.

The following shares were in issue at 30 June 2022 and 30 June 2021:

 
                    Nominal Price      Issue price     Number           Unrestricted     IFRS 
                                      per A ordinary    of A ordinary    market value    2 Fair 
                                       share GBP's      shares             at grant      value 
                                                                          date GBP's     GBP's 
 Marwyn Long 
  Term Incentive 
  LP                   GBP0.01            7.50             2,000           15,000       169,960 
                   ---------------  ----------------  ---------------  --------------  -------- 
 

Valuation of Incentive Shares

Valuations were performed by Deloitte LLP using a Monte Carlo model to ascertain the unrestricted market value and the fair value at grant date. Details of the valuation methodology and estimates and judgements used in determining the fair value are noted herewith and were in accordance with IFRS 2 at grant date.

There are significant estimates and assumptions used in the valuation of the Incentive Shares. Management has considered at the grant date, the probability of a successful first Business Acquisition by the Company and the potential range of value for the Incentive Shares, based on the circumstances on the grant date.

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

 
                     Share designation 
                         at balance                    Risk-free   Expected term* 
    Issue date           sheet date       Volatility      rate         (years) 
 25 November 2020         A Shares           25%         0.0%           7.0 
                    -------------------  -----------  ----------  --------------- 
 

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

The Incentive Shares are subject to the Preferred Return being achieved, which is a market performance condition, and as such has been taken into consideration in determining their fair value. The model incorporates a range of probabilities for the likelihood of an Business Acquisition being made of a given size.

Expense related to Incentive Shares

There are no service conditions attached to the MLTI shares and as result the fair value at grant date of GBP169,960, less the subscription price of GBP15,000 (a net amount of GBP154,960) was expensed to the profit and loss account on issue, with the total fair value being recorded in the share based payment reserve.

18. RELATED PARTY TRANSACTIONS

James Corsellis and Mark Brangstrup Watts are directors of the Company and Antoinette Vanderpuije is the Company Secretary of the Company. Funds managed by MIM LLP of which James Corsellis and Mark Brangstrup Watts are managing partners and Antoinette Vanderpuije is a partner, hold 75 per cent. of the Company's issued ordinary shares and warrants and 100% of the A shares and A warrants at the balance sheet date. During the year MIM LLP recharged expenses of GBP46,583 (2021: GBP11,805), of which GBPnil was outstanding at the year end (2021: GBPnil).

James Corsellis, Mark Brangstrup Watts and Antoinette Vanderpuije have an indirect beneficial interest in the Incentive Shares as described in Note 17 of the Financial Statements through their indirect interest in MLTI which owns 2,000 A Ordinary Shares in the capital of MAC III (BVI) Limited.

James Corsellis and Mark Brangstrup Watts are the managing partners of Marwyn Capital LLP, and Antoinette Vanderpuije is also a partner. Marwyn Capital LLP provides corporate finance and managed services support including named company secretary, to the Company. As part of this engagement a fee of GBP150,000 was charged in relation to the Company's equity raise on IPO, this fee was recognised and invoiced in the period ended 30 June 2021. On an ongoing basis a monthly fee of GBP10,000 per calendar month was charged for the provision of the corporate finance services, with such monthly fee increased to GBP25,000 effective 29 April 2022 on launch of the Placing Programme. As part of the Placing Programme a one-off fee of GBP325,000 was charged in respect of the services provided. Managed services support is charged by Marwyn Capital LLP on a time spent basis. The total amount charged in the year ended 30 June 2022 by Marwyn Capital LLP for fees was GBP525,959 (period ended 30 June 2021: GBP232,400) and they had incurred expenses on behalf of the Group, which were subsequently recharged, of GBP78,373 (2021: GBP7,395). An amount payable to Marwyn Capital LLP of GBP56,807 (2021: GBP41,355) was outstanding as at the year end.

The Group has been recharged costs associated with provision of project services of GBP58,063 (2021: GBP23,964) inclusive of VAT by Marwyn Acquisition Company II Limited ("MAC II"), of which GBPnil (2021: GBP23,964) was payable to MAC II at year end. MAC II is related to the Group through James Corsellis and Mark Brangstrup Watts being directors of MAC II.

MVI II LP, which holds an indirect ownership of 71 per cent. of the Company's issued shares, owed the Company GBP1 (2021: GBP1) at the year ended 30 June 2022, in respect of its subscribed Sponsor Share holding in the Company.

19. COMMITMENTS AND CONTINGENT LIABILITIES

There were no commitments or contingent liabilities outstanding at 30 June 2022 which would require disclosure or adjustment in these Financial Statements (30 June 2021: GBPNil).

20. INDEPENDENT AUDITOR'S REMUNERATION

On 24 August 2022, the Group appointed Baker Tilly Channel Islands Limited as the Group's independent auditor, replacing Mazars LLP. Audit fees payable for the year ended 30 June 2022 are GBP20,000 (2021: GBP35,000 paid to Mazars LLP). Fees payable for the year ended 30 June 2022 in respect of any non-audit related procedures are GBPNil (2021: GBP17,500 paid to Mazars LLP).

21. POST BALANCE SHEET EVENTS

There have been no material post balance sheet events that would require disclosure or adjustment in these Financial Statements (2021: None).

ADVISERS

 
 Financial Adviser                  BVI legal advisers to the Company 
 Investec Bank Plc                  Conyers Dill & Pearman 
 30 Gresham St                      Commerce House 
 London                             Wickhams Cay 1 
 EC2V 7QN                           Road Town 
 +44 (0)20 7597 4000                VG1110 
 Financial Adviser                  Tortola 
                                    British Virgin Islands 
 
 Company Broker                     Depository 
 WH Ireland Limited                 Link Market Services Trustees 
                                     Limited 
 24 Martin Lane                     The Registry 
 London                             34 Beckenham Road 
 EC4R 0DR                           Beckenham 
 +44 (0)20 7220 1666                Kent 
 Company Broker                     BR3 4TU 
 
 Company Secretary                  Registrar 
 Antoinette Vanderpuije             Link Market Services (Guernsey) 
                                     Limited 
 11 Buckingham Street               Mont Crevelt House 
 London                             Bulwer Avenue 
 WC2N 6DF                           St Sampson 
 Email: MAC3@marwyn.com             Guernsey 
                                    GY2 4LH 
 
 Registered Agent and Assistant     Independent auditor 
  Company Secretary 
 Conyers Corporate Services (BVI)   For the year ended 30 June 2022 
  Limited 
 Commerce House                     Baker Tilly Channel Islands 
                                     Limited 
 Wickhams Cay 1                     First Floor, Kensington Chambers 
 Road Town                          46-50 Kensington Place 
 VG1110                             St Helier 
 Tortola                            Jersey, JE4 0ZE 
 British Virgin Islands 
                                    For the year ended 30 June 2021 
 English legal advisers to the      Mazars LLP 
  Company 
 Travers Smith LLP                  Tower Bridge House 
 10 Snow Hill                       St. Katharine's Way 
 London                             London 
 EC1A 2AL                           E1W 1DD 
 
                                    Registered office 
                                    Commerce House 
                                    Wickhams Cay 1 
                                    Road Town 
                                    VG1110 
                                    Tortola 
                                    British Virgin Islands 
 
 

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