Acceler8 Ventures PLC

Annual Report (ESEF) • Apr 25, 2024

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Since establishing the Company we have reviewed a number of opportunities. We like to spend time getting to know the key people within our target companies as well as spending time understanding the business in order that we can make a proper contribution to its development going forward. We prefer to take our time to be thorough rather than rush into a deal for the sake of getting one done and this might be frustrating for investors expecting action. Markets in the last few years have been shocking for smaller companies but there are signs that things are stirring, and we have definitely seen an uptick in opportunities to consider these past few months. I thank our shareholders for their support and patience and very much hope that during the course of this year that we will be in a position to present a good opportunity for investors to consider. David Williams Chairman 23 April 2024 DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 4  ACCELER8 VENTURES PLC Report of the Directors The Directors of the Company present their report for the year ended 31 December 2023. PRINCIPAL ACTIVITY AND BUSINESS REVIEW For the financial year ended 31 December 2023, the Group and Company’s principal activities were that of a holding group and company, respectively. The Group and Company have actively pursued their strategy through the sourcing and assessment of acquisition and investment opportunities across gaming, media and entertainment, software and technology, industrials and business services sectors. RESULTS During the year, AC8 recorded a loss of £55,236 (2022: loss of £185,117) and the loss per share was £0.07 (2022: loss per share of £0.25), reflecting moderate monthly operating expenses of the Group. The Group and Company had cash reserves at the end of the year of £160,441 (2022: £244,948), and net assets of £113,802 (2022: £168,725) and £113,735 (2022: £168,658) respectively. DIVIDENDS At this point in the Company’s development, it does not anticipate declaring any dividends in the foreseeable future. As such, the Directors do not recommend the payment of a dividend for the year. FUTURE DEVELOPMENTS The Directors expect to continue to execute the Group’s strategy in sourcing and assessing acquisition and investment opportunities across its stated sectors of focus. KEY PERFORMANCE INDICATORS The Board continues to focus on maximising shareholder value through pursuing its acquisition strategy. As such, the Board will identify and develop appropriate key performance indicators after an acquisition has been completed. GOING CONCERN The Directors, having made due and careful enquiry, are of the opinion that the Group and Company have adequate working capital to execute their operations over the next 12 months (the “going concern period”). The Group and Company’s unaudited cash balance as at 12 April 2024 was £112,117. Excluding the consummation of any investment or acquisition which will likely require specific funding, the Group and Company have adequate resources available to fund the on-going forecast operating expenses during the going concern period as a result of the Group and the Company’s current unaudited cash balance, as well as the provision of a letter of financial support provided by the Directors to the Group. Having also performed additional stress testing on the forecasts, the Directors are comfortable there are also sufficient mitigating actions on the incurring of expenditure within the business that could be taken, to ensure the business can meet its ongoing liabilities as they fall due. The Directors, therefore, have made an informed judgement at the time of approving the financial statements, that there is a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. As a result, the Directors have adopted the going concern basis of accounting in preparing the annual financial statements (see Note 2). RISK MANAGEMENT In order to execute the Group’s strategy, the Company and its subsidiaries will be exposed to both financial and non-financial risks. The Board has overall responsibility for the Group’s risk management and it is the Board’s role to consider whether those risks identified by management are acceptable within the Group’s strategy and risk appetite. The Board therefore periodically reviews the principal risks and considers how effective and appropriate the controls that management has in place to mitigate the risk exposure are and will make recommendations to management accordingly. DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 ACCELER8 VENTURES PLC  5 Report of the Directors continued As the Company had not completed an investment or acquisition in the year, it has limited financial statements and/or historical financial data, and limited trading history. As such, the Company during the year was subject to the risks and uncertainties associated with an early-stage acquisition company, including the risk that the Company will not achieve its investment objectives and that the value of any investment or acquisition could decline and may result in the partial or complete loss of capital invested. The past performance of investee companies or assets managed by the Directors will not necessarily be a guide to future business, results of operations, financial condition or prospects of the Company. In order to mitigate against these risks, the Directors continue to undertake thorough due diligence on investment opportunities and acquisition targets, to a level considered reasonable and appropriate by the Company on a case-by-case basis, including the potential commissioning of third-party specialist reports as appropriate. Following completion of any investment or acquisition, it is intended that any investments or assets will be overseen by the Directors and assisted by the Company’s professional advisers. Financial Risk Management The Directors consider the Group to be exposed to the following financial risks: a. Price risk: the price paid for securities is subject to market movement that may have an impact on the operations of the Group when raising finance; b. Cash flow interest rate risk: the Group has cash balances which exposed it to movement in the market interest rates; and c. Liquidity risk: the Group manages its cash requirements through detailed forecasting and planning for the amount and timing of payments and receipts of interest income, to ensure cash resources are available when required. Given the relatively small size and operation of the Group in the year, the Directors have not delegated the responsibility of risk monitoring to a sub-committee of the Board, but closely monitor the risks on a periodic basis. The Directors consider their exposure in the financial year to have been low. Refer to Note 15 for assessment of the risks arising from financial instruments. Non-financial Risk Management The non-financial risk factors for the year ended 31 December 2023 did not materially change from those set out in AC8’s Prospectus dated 14 July 2021. GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY As the Company has not completed its first acquisition and has only two Directors, limited travel and no premises, the Directors do not consider any disclosure under the Task Force on Climate-related Financial Disclosures is required at this juncture, however the Company will continue to review this position as it executes its investment and acquisition strategy. POLITICAL CONTRIBUTIONS The Company has made no political contributions during the year. CHARITABLE DONATIONS The Company has made no charitable donations during the year. POST BALANCE SHEET EVENTS There have been no post balance sheet events. See Note 21. DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 6  ACCELER8 VENTURES PLC Report of the Directors continued SHARE CAPITAL Details of the Company’s share capital is set out in Note 16. The Company’s share capital consists of one class of ordinary share, which does not carry rights to fixed income. As at 31 December 2023, there were 750,000 ordinary shares of 1p par value each in issue. SIGNIFICANT SHAREHOLDERS As at 12 April 2024, the Company had been advised of the following notifiable interests (whether directly or indirectly held) in voting rights: Name Shareholding Percentage David Williams 275,000 36.7% Giles Willits 100,000 13.3% Hargreaves Lansdown (Nominees) Limited 69,778 9.3% Bank of New York Nominees Limited 65,900 8.8% Helen Johnson 37,500 5.0% Transact Nominees Limited 30,000 4.0% David Morris 25,000 3.3% Tessera Investment Management Limited 25,000 3.3% As at 12 April 2024, the Directors in aggregate held 375,000 ordinary shares, which represents 50.0 per cent. of the Company’s issued share capital. COMPANY DIRECTORS The Directors during the year and summaries of their experience are set out below. David Williams Non-Executive Chairman (aged 71) David has over 39 years’ experience in investment markets, serving as Chairman in executive and non-executive capacities for a number of public and private companies. He has overseen the development of these companies, raising in excess of £1 billion of capital to support both organic and acquisitive growth initiatives. David was the original founder of Marwyn Capital LLP, the award-winning investment management company. David was also formerly Chairman of Entertainment One Ltd. (LSE: ETO), Zetar plc, and Oxford BioDynamics Plc (AIM: OBD), and Non-Executive Director of Breedon Group plc (LSE: BREE). He currently serves as Non-Executive Chairman of the AIM-quoted cyber security business, Shearwater Group plc (AIM: SWG) and Main Market listed Red Capital Plc (LSE: REDC) and is a Non-Executive Director of Bay Capital Plc (LSE: BAY). Giles Willits Non-Executive Director (age 57) Giles has more than 21 years’ experience in senior leadership and financial roles in multiple household name businesses. He was recently appointed Chief Investment Officer of Intuitive Investments Group plc (LSE: IIG), an investment company concentrating on fast growing and/or high potential technology and life sciences businesses. Prior to this, Giles was Chief Financial Officer and board director of IG Design Group plc (AIM: IGR), the world’s largest consumer gift packaging organisation. Previously Giles was Chief Financial Officer of Entertainment One Ltd. (LSE: ETO), having joined prior to its admission to trading on AIM in 2007, during which time the business grew organically and through acquisitions to a market capitalisation of over £1 billion, becoming a FTSE250 premium listed organisation. He was also formerly Director of Group Finance at J Sainsbury plc and qualified as a chartered accountant at PricewaterhouseCoopers. During his extensive career, Giles has completed numerous corporate acquisitions as part of buy-and-build strategies, acquiring private and publicly listed companies, stepping companies up from AIM to the Main Market, as well as leading on equity and debt financings in support of organic growth and acquisition activity. DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 ACCELER8 VENTURES PLC  7 Report of the Directors continued The Directors who held office during the year and their beneficial interest in the share capital of the Company at 31 December 2023 were as follows: 31 December 2023 David Williams 275,000 Giles Willits 100,000 375,000 DIRECTORS REMUNERATION The Chairman and Non-Executive Director are each entitled to fees of £20,000 each per annum for their respective roles within the Company, as per their service agreements entered into on 13 July 2021. There are no other benefits paid to Directors outside of their service fees, save for ordinary course reimbursable expenses properly incurred in the performing of their duties as Directors. The Company does not operate a pension scheme. 31 December Benefits 2023 Salary in kind Total Director £ £ £ David Williams 20,000 – 20,000 Giles Willits 20,000 – 20,000 Giles Willits - additional salary cost in relation to prior periods 3,464 – 3,464 43,464 – 43,464 In addition to the Directors’ fee entitlements outlined above, the Directors are also participants in the Subco Incentive Scheme as detailed below. SUBCO INCENTIVE SCHEME The Directors believe that the success of the Company will depend to a high degree on the future performance of key employees and advisers in executing and supporting the Company’s growth strategy. The Company has therefore established equity-based incentive arrangements which are, and will continue to be, an important means of retaining, attracting and motivating key employees, consultants and advisers, and also for aligning the interests of the Directors with those of shareholders. On 27 May 2021, the Group created a new Subco Incentive Scheme within its wholly owned subsidiary Acceler8 Ventures Subco Limited. Under the terms of the Subco Incentive Scheme, scheme participants are only rewarded if a predetermined level of shareholder value is created over a three to five year period or upon a change of control of the Company or Subco (whichever occurs first), calculated on a formula basis by reference to the growth in market capitalisation of the Company, following adjustments for the issue of any new ordinary shares and taking into account dividends and capital returns ("Shareholder Value"), realised by the exercise by the beneficiaries of a put option in respect of their shares in Subco and satisfied either in cash or by the issue of new ordinary shares at the election of the Company. Under these arrangements in place, participants are entitled up to 15 per cent. of the Shareholder Value created, subject to such Shareholder Value having increased by at least 12.5 per cent. per annum compounded over a period of between three and five years from Admission, or following a change of control of the Company or Subco. In order to implement the Subco Incentive Scheme, the Company as sole shareholder of Subco, approved the creation of a new share class in Subco (the "B Shares"). At the same time the Subco’s existing ordinary shares were redesignated A Shares. The B Shares do not have voting or dividend rights. On 27 May 2021, David Williams, Chairman of the Company, Giles Willits, a Non-Executive Director of the Company, and Kathleen Long and Anthony Morris, Directors of Tessera Investment Management Limited (“Tessera”), became the first participants in the Subco Incentive Scheme ("Founder Participants"), and as such, the proportion of Shareholder Value attaching to the Subco Incentive Scheme is 2.9 per cent. of a total cap of 15 per cent. DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 8  ACCELER8 VENTURES PLC Report of the Directors continued The Founder Participants and their respective holdings are outlined below. Subco Participant B shares held David Williams 1,667 Giles Willits 24,000 Kathleen Long 1,667 Anthony Morris 1,666 29,000 CORPORATE GOVERNANCE As a Jersey company and a company with a Standard Listing, the Company is not required to comply with the provisions of the UK Corporate Governance Code 2018. Furthermore, there is no applicable regime of corporate governance to which the directors of a Jersey company must adhere over and above the general fiduciary duties and duties of care, skill and diligence imposed on such directors under Jersey law. Notwithstanding this, the Directors are committed to maintaining high standards of corporate governance and will be responsible for carrying out the Company’s objectives and implementing its business strategy. All investment, acquisition, divestment and other strategic decisions are considered and determined by the Board. At present, the Board reviews investment and acquisition opportunities on an as required basis, and meets regularly with its Strategic Advisor to discuss possible inorganic growth opportunities, as well as monitor deal flow and investment and acquisitions in progress, and review the Company’s strategy to ensure that it remains aligned to the delivery of shareholder value. Those investment and acquisition opportunities that are assessed by the Board (with support from its Strategic Advisor) are considered in light of the investment and acquisition criteria as detailed in the Company’s Admission Document. In addition, as part of the investment and acquisition screening process, the Company will augment Board and Strategic Advisor capability on a case by case basis as required with industry and operating partner input, where deep domain expertise can be accessed. The Board provides leadership within a framework of prudent and effective controls. The Board has established the corporate governance values of the Company and has overall responsibility for setting the Company’s strategic aims, defining the business plan and strategy and managing the financial and operational resources of the Company. In this regard, the Board, so far as is practicable given the Company’s size and stage of its development, has voluntarily adopted the QCA Code as its chosen corporate governance framework. There are certain provisions of the QCA Code which the Company will not adhere to currently, and their adoption will be delayed until such time as the Directors believe it is appropriate to do so. It is anticipated that this will occur concurrently with the Company’s first material investment or acquisition. Following such an acquisition, the Company will seek to develop its corporate governance position, and will address key differences to the QCA Code. Specifically, it is anticipated this will include: i. the augmentation of the Board with suitably qualified additional executive and non-executive directors including independents; ii. the implementation of audit, remuneration and nomination committees with appropriate terms of reference; iii. a formalised annual evaluation and review process covering the Board and Committees, including succession planning; iv. the publication of KPIs; v. the development of a corporate and social responsibility policy; and vi. an enhanced risk management and governance framework tailored to the operating assets and strategic direction of the enlarged entity. DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 ACCELER8 VENTURES PLC  9 Report of the Directors continued ROLE OF THE BOARD The Board is responsible for the management of the business of the Group, setting the strategic direction of the Group and establishing the policies of the Group. It is the Directors’ responsibility to oversee the financial position of the Group and monitor the business and affairs of the Group, on behalf of the shareholders, to whom they are accountable. The primary duty of the Directors is to act in the best interests of the Group and Company at all times. The Board also addresses issues relating to internal control and the Group’s approach to risk management and has formally adopted an anti-corruption and bribery policy. The Group does not have a separate investing committee and therefore the Board as a whole will be responsible for sourcing acquisitions and ensuring that opportunities are in conformity with the Group’s strategy. The Group holds four formal Board meetings a year, with unscheduled meetings as matters arise which require the attention of the Board. Formal Board meetings are timed to link to key events in the Group's corporate calendar. Outside the scheduled and unscheduled meetings of the Board, the Directors maintain frequent contact with each other to keep them fully briefed on the Group's operations. INTERNAL CONTROLS The Board acknowledges its responsibility for establishing and monitoring the Group’s systems of internal control. Although no system of internal control can provide absolute assurance against material misstatement or loss, the Group’s systems are designed to provide the Directors with reasonable assurance that problems can be identified on a timely basis and dealt with appropriately. The Group maintains an appropriate process for financial reporting. The annual budget is reviewed and approved by the Board before being formally adopted. Other key procedures that have been established and which are designed to provide effective control are as follows: Management structure – The Board meets regularly on a formal and informal basis to discuss all issues affecting the Group. Investment appraisal – The Group has a robust framework for investment appraisal and approval is required by the Board, where appropriate. Share dealing and inside information – the Company has adopted a share dealing code regulating trading and confidentiality of inside information for the Directors and other persons discharging managerial responsibilities (and their persons closely associated) which contains provisions appropriate for a company whose shares are admitted to trading on the Official List (particularly relating to dealing during closed periods which will be in line with the Market Abuse Regulation). The Company takes all reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of that share dealing code. The Board reviews the effectiveness of the systems of internal control and considers the major business risks and the control environment. No significant deficiencies have come to light during the year and no weaknesses in internal financial control have resulted in any material losses, or contingencies which would require disclosure, as recommended by the guidance for Directors on reporting on internal financial control. The Directors are focused on careful management of the Group’s cash and financial resources through Board level approvals. At such time that the Group completes an acquisition, the Directors anticipate that the Group’s financial position and prospects procedures regime will be updated and expanded as necessary to cater for the nature of the Group’s business following completion of its inaugural investment or acquisition. BOARD EVALUATION In the year, the Board evaluation process was limited to an ongoing informal evaluation of the performance of the Board by each Director. This will be replaced by a formal, annual evaluation process once the Group has completed its first acquisition. DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 10  ACCELER8 VENTURES PLC Report of the Directors continued EXTERNAL ADVISERS The Board accessed the following external advisers during the year and post the year end: Mayer Brown International LLP and Ogier (Jersey) LLP – legal Tessera Investment Management Limited – capital markets and M&A JTC Plc – company secretarial, governance and regulatory filings CONFLICTS OF INTEREST A Director has a duty to avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company. The Board has satisfied itself that there are no conflicts of interest where the Directors have appointments on the Boards of, or relationships with, companies outside the Company. Furthermore, the Board requires Directors to declare all appointments and other situations which could result in a possible conflict of interest, and therefore believes it has a robust framework to deal with any conflict of interest should it arise. RELATIONS WITH SHAREHOLDERS The Chairman is the Group’s principal spokesperson with investors, fund managers, the press and other interested parties. As well as the Annual General Meeting with shareholders, the other Director may give formal presentations at investor road shows following the announcement of interim and full year results. Notice of this year’s Annual General Meeting will shortly be sent to shareholders. DISCLOSURE OF INFORMATION TO THE AUDITOR So far as the Directors are aware, there is no relevant audit information of which the Group and Company’s independent auditor is unaware, and each Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Group and Company’s independent auditor is aware of that information. The Directors confirm to the best of their knowledge that: l the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and Company and the undertakings included in the consolidation taken as a whole; l the Chairman’s Statement and Report of the Directors includes a fair review of the development and performance of the business and the position of the Group and Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and l the annual report and accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group and Company’s position and performance, business model and strategy. INDEPENDENT AUDITOR The independent auditor, MHA, will be proposed for re-appointment at the forthcoming Annual General Meeting. ON BEHALF OF THE BOARD David Williams Chairman 23 April 2024 DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 ACCELER8 VENTURES PLC  11 Statement of Directors’ Responsibilities The Directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations. Jersey Company law requires the directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the United Kingdom ("IFRS") and the Company financial statements in accordance with FRS 101 “Reduced disclosure Framework”, the Financial Reporting Standard applicable in the UK. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that year. In preparing these financial statements, the Directors are required to: l select suitable accounting policies and then apply them consistently; l make judgements and estimates that are reasonable and prudent; l state whether the Group financial statements have been prepared in accordance with IFRS as adopted by the United Kingdom; l state whether the Company financial statements have been prepared in accordance with FRS 101 “Reduced disclosure framework”; and l 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 responsible for keeping proper accounting records that are sufficient to show and explain the Group and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991. They are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The maintenance and integrity of the Group’s website is the responsibility of the Directors. The work carried out by the independent auditors does not involve the consideration of these matters and, accordingly, the independent auditors accept no responsibility for any changes that may have occurred in the accounts since they were initially presented on the website. Legislation in Jersey governing the preparation and dissemination of the accounts and the other information included in annual reports may differ from legislation in other jurisdictions. DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 23/4/2024 12  ACCELER8 VENTURES PLC Independent Auditor’s Report to the Members of Acceler8 Ventures Plc For the purpose of this report, the terms “we” and “our” denote MHA in relation to UK legal, professional and regulatory responsibilities and reporting obligations to the members of Acceler8 Ventures Plc. For the purposes of the table on pages 14 to 15 that sets out the key audit matters and how our audit addressed the key audit matters, the terms “we” and “our” refer to MHA. The Group financial statements, as defined below, consolidate the accounts of Acceler8 Ventures Plc and its subsidiary (the “Group”). The “Parent Company” is defined as Acceler8 Ventures Plc, as an individual entity. The relevant legislation governing the Parent Company is Companies (Jersey) Law 1991. Opinion We have audited the financial statements of Acceler8 Ventures Plc for the year ended 31 December 2023. The financial statements that we have audited comprise: l the Consolidated Statement of Comprehensive Income l the Consolidated Statement of Financial Position l the Consolidated Statement of Changes in Equity l the Consolidated Statement of Cash Flows l Notes 1 to 22 to the consolidated financial statements, including significant accounting policies l the Company Profit and Loss l the Company Balance Sheet l the Company Statement of Changes in Equity and l Notes 1 to 12 to the company financial statements, including significant accounting policies. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK-adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice). In our opinion: l the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2023 and of the Group’s loss for the year then ended; l the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; l the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and l the financial statements have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991. Our opinion is consistent with our reporting to the Audit Committee. DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 ACCELER8 VENTURES PLC  13 Independent Auditor’s Report to the Members of Acceler8 Ventures Plc continued Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our ethical responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern In auditing the financial statements, we have concluded that the Directors' use of the going basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group’s and the Parent Company’s ability to continue to adopt the going concern basis of accounting included: l The consideration of inherent risks to the Group’s and the Parent Company’s operations and specifically their business model of searching for suitable acquisition targets. l The evaluation of how those risks might impact on the available financial resources. l Liquidity considerations including examination of cash flow projections at Group and Parent Company level. l The evaluation of the base case scenarios and stress scenarios, in respect of the Group and the Parent Company, and the respective sensitivities and rationale. l Viability assessments at Group and Parent Company levels, including consideration of reserve levels and business plans. l Obtaining letters confirming additional financing will be made available to support the company in its working capital requirements where this is required. 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’s and Parent Company’s ability to continue as a going concern for a period of at least twelve months from when the 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. DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 14  ACCELER8 VENTURES PLC Independent Auditor’s Report to the Members of Acceler8 Ventures Plc continued Overview of our audit approach Scope Our audit was scoped by obtaining an understanding of the Group, including the Parent Company, and its environment, including the Group’s system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the directors that may have represented a risk of material misstatement. We undertook a full scope audit on the complete financial information of 1 component and specified audit procedures on particular aspects and balances on 1 component. Materiality 2023 2022 Group £5.6k £8.0k 5% (2022: 5%) of net assets Parent Company £5.6k £8.0k 5% (2022: 5%) of net assets Key audit matters Recurring • Management override of controls (Group and Parent Company) Key Audit Matters Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those matters 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 financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Management override of controls Management is in a unique position to perpetrate fraud because of management's ability to manipulate accounting records and prepare fraudulent financial statements by overriding controls that otherwise appear to be operating effectively. Due to the unpredictable way in which such override could occur, this is deemed a key audit matter for this engagement. Key audit matter description DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 ACCELER8 VENTURES PLC  15 Independent Auditor’s Report to the Members of Acceler8 Ventures Plc continued Management override of controls Our application of materiality Our definition of materiality considers the value of error or omission on the financial statements that, individually or in aggregate, would change or influence the economic decision of a reasonably knowledgeable user of those financial statements. Misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole. Materiality is used in planning the scope of our work, executing that work and evaluating the results. Materiality in respect of the Group was set at £5,600 (2022: £8,000) which was determined on the basis of 5% (2022: 5%) of the Group’s net assets. Materiality in respect of the Parent Company was set at £5,600 (2022: £8,000), determined on the basis of 5% (2022: 5%) of the Parent Company’s net assets. Net assets was deemed to be the appropriate benchmark for the calculation of materiality as this is a key area of the financial statements because this is the metric by which the performance and risk exposure of the Group and Parent Company is principally assessed. This is also the metric against which users assess the ability of the Group and Parent Company to continue in its search for suitable acquisition targets. Performance materiality is the application of materiality at the individual account or balance level, set at an amount to reduce, to an appropriately low level, the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole. Performance materiality for the Group was set at £3,920 (2022: £5,600) and at £3,920 (2022: £5,600) for the Parent Company which represents 70% (2022: 70%) of the above materiality levels. The determination of performance materiality reflects our assessment of the risk of undetected errors existing, the nature of the systems and controls and the level of misstatements arising in previous audits. We agreed to report any corrected or uncorrected adjustments exceeding £280 in respect of the Group and Parent Company to the Board of Directors as well as differences below this threshold that in our view warranted reporting on qualitative grounds. Our audit procedures included: Controls testing – Given the current nature of the business and the associated accounting records, there are very few transactions and/or journals. As such, we evaluated the design and implementation of key controls around bank payments and receipts, as well as considerations relating to financial reporting. We performed detailed reviews and testing of journal entries made, particularly those considered to rely on greater levels of judgement, such as year-end estimations. Disclosure - We tested the basis of accounting estimates used to populate disclosures of a subjective nature, such as year-end accruals, to understand the judgments made and assessed the adequacy of disclosures for compliance with the accounting standards and regulatory considerations. How the scope of our audit responded to the key audit matter The results of our testing were satisfactory, and we considered that entries made into the accounting system and subsequent disclosure made into the financial statements were deemed to have an appropriate supporting basis. Key observations communicated to the Group’s Audit Committee DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 16  ACCELER8 VENTURES PLC Independent Auditor’s Report to the Members of Acceler8 Ventures Plc continued Overview of the scope of the Group and Parent Company audits Our assessment of audit risk, evaluation of materiality and our determination of performance materiality sets our audit scope for each company within the Group. Taken together, this enables us to form an opinion on the consolidated financial statements. This assessment takes into account the size, risk profile, organisation / distribution and effectiveness of group-wide controls, changes in the business environment and other factors such as recent internal audit results when assessing the level of work to be performed at each component. In assessing the risk of material misstatement to the consolidated financial statements, and to ensure we had adequate quantitative and qualitative coverage of significant accounts in the consolidated financial statements, of the 2 reporting components of the group, we identified that both represent the principal business units within the Group. We undertook a full scope audit on the complete financial information of 1 component, selected based on size and risk characteristics, and specified audit procedures on particular aspects and balances on the other component. The control environment We evaluated the design and implementation of those internal controls of the Group, including the Parent Company, which are relevant to our audit, such as those relating to the financial reporting cycle. Climate-related risks In planning our audit and gaining an understanding of the Parent Company, we considered the potential impact of climate-related risks on the business and its financial statements. We obtained management’s climate-related risk assessment, along with relevant documentation relating to management’s assessment and held discussions with management to understand their process for identifying and assessing those risks. We have agreed with management’s assessment that climate-related risks are not material to these financial statements. Reporting on other information The other information comprises the information included in the annual report other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have 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. Directors’ report In our opinion, based on the work undertaken in the course of the audit: l the information given in the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and l the directors’ report has been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the directors’ report. DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 ACCELER8 VENTURES PLC  17 Independent Auditor’s Report to the Members of Acceler8 Ventures Plc continued Responsibilities of directors As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent 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 the directors either intend to liquidate the Group or Parent Company or to cease operations, or have no realistic alternative but to do so. Adequacy of explanations received and accounting records Under the Companies (Jersey) Law, 1991 we are required to report to you if, in our opinion: l we have not received all the information and explanations we require for our audit; or l proper accounting records have not been kept by the parent company, or proper returns adequate for our audit have not been received from branches not visited by us; or l the parent company’s financial statements are not in agreement with the accounting records and returns. We have nothing to report in respect of these matters. Auditor responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Extent to which the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it. DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 18  ACCELER8 VENTURES PLC Independent Auditor’s Report to the Members of Acceler8 Ventures Plc continued Identifying and assessing potential risks arising from irregularities, including fraud The extent of the procedures undertaken to identify and assess the risks of material misstatement in respect of irregularities, including fraud, included the following: l We considered the nature of the industry and sector, the control environment, business performance including remuneration policies and the Group’s, including the Parent Company’s, own risk assessment that irregularities might occur as a result of fraud or error. From our sector experience and through discussion with the directors, we obtained an understanding of the legal and regulatory frameworks applicable to the Group focusing on laws and regulations that could reasonably be expected to have a direct material effect on the financial statements. l We enquired of the directors and management concerning the Group’s and the Parent Company’s policies and procedures relating to: – identifying, evaluating and complying with the laws and regulations and whether they were aware of any instances of non-compliance; – detecting and responding to the risks of fraud and whether they had any knowledge of actual or suspected fraud; and – the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations. l We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur by evaluating management’s incentives and opportunities for manipulation of the financial statements. This included utilising the spectrum of inherent risk and an evaluation of the risk of management override of controls. Audit response to risks identified In respect of the above procedures: l we corroborated the results of our enquiries through our review of the minutes of the Group’s and the Parent Company’s board meetings; l audit procedures performed by the engagement team in connection with the risks identified included: – reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations expected to have a direct impact on the financial statements; – testing journal entries, including those posted to unusual account combinations; – evaluating the business rationale of significant transactions, and reviewing accounting estimates for bias; – enquiry of management around actual and potential litigation and claims; and l we communicated relevant laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 ACCELER8 VENTURES PLC  19 Independent Auditor’s Report to the Members of Acceler8 Ventures Plc continued Other requirements We were appointed by the Directors on 20 June 2023. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is 3 years. We did not provide any non-audit services which are prohibited by the FRC’s Ethical Standard to the Group or the Parent Company, and we remain independent of the Group and the Parent Company in conducting our audit. Use of our report This report is made solely to the Company's members in accordance with Article 113A of the Companies (Jersey) Law 1991. Our audit work has been undertaken so that we might state to the Company's 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 the Company's members for our audit work, for this report, or for the opinions we have formed. As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.14R, these financial statements form part of the European Single Electronic Format (ESEF) prepared Annual Financial Report filed on the National Storage Mechanism of the UK FCA in accordance with the ESEF Regulatory Technical Standard ((‘ESEF RTS’). This auditor’s report provides no assurance over whether the annual financial report has been prepared using the single electronic format specified in the ESEF RTS. Jason Mitchell MBA BSc FCA (Senior Statutory Auditor) for and on behalf of MHA, Statutory Auditor Maidenhead, United Kingdom 23 April 2024 MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313) DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 2023 2022 Consolidated Statement of Comprehensive Income Note £ £ Administrative expenses (156,347) (185,232) Other operating income 6 99,980 – Operating loss For the year ended 31 December 2023 6 (56,367) (185,232) Interest receivable 8 1,131 115 Loss on ordinary activities before taxation (55,236) (185,117) Taxation charge 9 – – Loss and total comprehensive loss for the year (55,236) (185,117) Loss per share Basic and diluted 10 (£0.07) (£0.25) Loss attributable to: Owners of the parent company (55,236) All activities in both the current and the prior period relate to continuing operations. The notes on pages 24 to 33 form part of these consolidated financial statements. (185,117) Non-controlling interests 20  ACCELER8 VENTURES PLC – – DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 31 December 31 December 31 December 31 December 2023 2023 2022 Consolidated Statement of Financial Position 2022 Note £ £ £ £ Current assets As at 31 December 2023 Cash and cash equivalents 12 160,441 244,948 Other receivables 13 169 – Prepayments 13 6,886 6,866 Total current assets 167,496 251,814 Total assets 167,496 251,814 Current liabilities Trade and other payables 14 53,694 83,089 Total current liabilities 53,694 83,089 Total liabilities 53,694 83,089 Total net assets 113,802 168,725 Equity Issued share capital 16 7,500 7,500 Share premium 17 729,598 729,598 Capital redemption reserve 17 2 2 Share-based payment reserve 19 772 459 Non-controlling interest 17 67 67 Retained deficit 17 2024 and were signed on its behalf by: (624,137) (568,901) Total equity David Williams Chairman The notes on pages 24 to 33 form part of these consolidated financial statements. 113,802 ACCELER8 VENTURES PLC  21 168,725 The consolidated financial statements were approved and authorised for issue by the Board on 23 April DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 23/4/2024 Share- Capital based Non- Share For the year ended 31 December 2023 Share redemption payment controlling Retained Consolidated Statement of Changes in Equity capital premium reserve reserve interest deficit Total Note £ £ £ £ £ £ £ At 31 December 2021 7,500 729,598 2 146 67 (383,784) 353,529 Loss for the year – – – – – (185,117) (185,117) Transactions with owners in their capacity as owners: Share-based payment charge 19 – – – 313 – – 313 At 31 December 2022 7,500 729,598 2 459 67 (568,901) 168,725 Loss for the year – – – – – (55,236) (55,236) Transactions with owners in their capacity as owners: Share-based payment charge 19 – – – 313 – – 313 At 31 December 2023 7,500 22  ACCELER8 VENTURES PLC 729,598 2 772 67 The notes on pages 24 to 33 form part of these consolidated financial statements. (624,137) 113,802 DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 2023 Consolidated Statement of Cash Flows 2022 £ £ Operating activities For the year ended 31 December 2023 Loss before taxation (55,236) (185,117) Adjustments for: these consolidated financial statements. Share-based payment charge 313 313 Operating cash flows before changes in working capital (54,923) (184,804) Increase in trade and other receivables (189) (5,697) (Decrease)/increase in trade and other payables (29,395) 3,009 Net cash outflows from operating activities (84,507) (187,492) Net decrease in cash and cash equivalents (84,507) (187,492) Cash and cash equivalents at beginning of the year 244,948 432,440 Cash and cash equivalents at end of the year 160,441 The notes on pages 24 to 33 form part of these consolidated financial statements. 244,948 ACCELER8 VENTURES PLC  23 As the Group does not have any financing liabilities outside of working capital and has no cashflows from financing activities in both periods presented, no separate net debt reconciliation has been presented within DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 Notes forming part of the Consolidated Financial Statements For the year ended 31 December 2023 24  ACCELER8 VENTURES PLC 1 General information The Company is a public limited company incorporated and domiciled in Jersey, whose shares are publicly traded on the Main Market of the London Stock Exchange. The Company is the parent company of Acceler8 Ventures Subco Limited (a private company under the laws of Jersey with registered number 134587), and together form the “Group”. The address of its registered office is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey. The Group has been incorporated for the purpose of identifying suitable acquisition opportunities in accordance with the Group's investment and acquisition strategy with a view to creating shareholder value. The Group will retain a flexible investment and acquisition strategy which will, subject to appropriate levels of due diligence, enable it to deploy capital in target companies by way of minority or majority investments, or full acquisitions where it is in the interests of shareholders to do so. This will include transactions with target companies located in the UK and internationally. 2 Material accounting policies The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in theses consolidated financial statements. The principal policies adopted in the preparation of the consolidated financial statements are as follows: (a) Basis of preparation These consolidated financial statements have been prepared in accordance with the requirements of International Financial Reporting Standards as adopted by the United Kingdom (“IFRS”) and the requirements of the Companies (Jersey) Law 1991. The consolidated financial statements are prepared on the historical cost basis. The comparative figures presented cover the year ended to 31 December 2022. (b) Basis of consolidation The consolidated financial statements present the results of the Company and its subsidiaries (the “Group”) as if they formed a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full. Where the Group has control over a Company, it is classified as a subsidiary. The Group controls a Company if all three of the following elements are present: power over the Company, exposure to variable returns from the Company, and the ability of the Group to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the consolidated statement of financial position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The acquisition related costs are included in the consolidated statement of comprehensive income on an accruals basis. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. (c) Functional and presentational currency The Group’s functional and presentational currency for these financial statements is the pound sterling. (d) Going concern The Directors, having made due and careful enquiry, are of the opinion that the Group and Company have adequate working capital to execute their operations over the next 12 months (the “going concern period”). The Group and Company’s unaudited cash balance as at 12 April 2024 was £112,117. Excluding the consummation of any investment or acquisition, which will likely require specific funding, the Group and Company have adequate DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 ACCELER8 VENTURES PLC  25 Notes forming part of the Consolidated Financial Statements continued resources available to fund the on-going forecast operating expenses during the going concern period as a result of the Group and the Company’s current unaudited cash balance, as well as the provision of a letter of financial support provided by the Directors to the Group. Having also performed additional stress testing on the forecasts, the Directors are comfortable there are also sufficient mitigating actions on the incurring of expenditure within the business that could be taken, to ensure the business can meet its ongoing liabilities as they fall due. The Directors, therefore, have made an informed judgement at the time of approving the financial statements, that there is a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. As a result, the Directors have adopted the going concern basis of accounting in preparing the annual financial statements. (e) Interest receivable Interest receivable is recognised on a time-proportion basis using the effective interest rate method. (f) Employee benefits Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. (g) Taxation Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case it is recognised in other comprehensive income or equity respectively. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates and laws enacted or substantively enacted at the statement of financial position date. Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates and laws enacted or substantively enacted at the statement of financial position date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. (h) Cash and cash equivalents Cash and cash equivalents comprise cash balances and short-term deposits with an original maturity of three months or less from inception, held for meeting short term commitments. (i) Equity Equity comprises of share capital, share premium, capital redemption reserve, share-based payment reserve, non-controlling interest and retained deficit. Share capital is measured at the par value. Share premium and retained deficit represent balances conventionally attributed to those descriptions. The transaction costs relating to the issue of shares was deducted from share premium. The Capital redemption reserve is made up on amounts arising from the cancellation of the deferred shares. Share-based payment reserve includes the cumulative share-based payment charged to equity. Non-controlling interest reserve arises out of amounts due to holders of the B shares in Acceler8 Ventures Subco Limited. DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 26  ACCELER8 VENTURES PLC Notes forming part of the Consolidated Financial Statements continued (j) Financial assets and liabilities The Group’s financial assets and liabilities comprise cash and cash equivalents and accruals. Financial assets are stated at amortised cost less provision for expected credit losses. Financial liabilities are stated at amortised cost. (k) Share-based payments The Group operates an equity-settled share-based payment plan. The fair value of the employee services received in exchange for the grant of options is recognised as an expense over the vesting period, based on the Group’s estimate of awards that will eventually vest, with a corresponding increase in equity as a share-based payment reserve. This plan includes market-based vesting conditions for which the fair value at grant date reflects and are therefore not subsequently revisited. The fair value is determined using a binomial model. (l) Related party transactions The Group discloses transactions with related parties which are not wholly owned with the same group. It does not disclose transactions with members of the same group that are wholly owned. (m) Accounting standards issued The following amendments to standards were issued and adopted in the year, with no material impact on the financial statements (all effective for annual periods beginning on or after 1 January 2023): l IFRS 17 – Insurance Contracts l Amendments to IAS 1 – Presentation of Financial Statements and IFRS Practice Statement 2 – Making Materiality Judgements: Disclosure of material accounting policies l Amendment to IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors: Defi nition of accounting estimates l Amendment to IAS 12 – Income Taxes: Deferred tax assets and liabilities arising from a single transaction l Amendment to IAS 12 – Income Taxes: International tax reform and temporary exception for deferred tax assets and liabilities related to the OECD pillar two income taxes There were no other new accounting standards issued that have been adopted in the year. (n) Standards in issue but not yet effective At the date of authorisation of these financial statements there were amendments to standards which were in issue, but which were not yet effective, and which have not been applied. The principal ones are detailed below. The Directors do not expect the adoption of these amendments to standards to have a material impact on the financial statements. Effective for periods beginning on or after 1 January 2024: l Amendment to IFRS 16 – Leases: Leases on sale and leaseback l Amendment to IAS 1 – Presentation of Financial Statements: Non-current liabilities with covenants l Amendments to IAS 7 – Statement of Cash Flows and IFRS 7 – Financial Instruments: Supplier finance Effective for periods beginning on or after 1 January 2025: l Amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates: Lack of exchangeability DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 2023 2022 £ £ Notes forming part of the Consolidated Financial Statements In preparing the consolidated financial statements, the Directors have to make judgments on how to apply the Group's accounting policies and make estimates about the future. The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the consolidated financial statements with the exception of the valuation of share-based payments. Please see Note 19 for further details. Wages and salaries continued 3 Accounting estimates and judgements 4 Employees Staff costs, including Directors, consist of: 43,464 40,000 43,464 40,000 2023 2022 £ £ The Company Directors are considered the only key management personnel and their remuneration was as Directors’ emoluments 5 Directors’ remuneration follows: been recognised in the current year. 43,464 40,000 43,464 40,000 Of the Directors’ emoluments recognised in the current year, £40,000 relates to remuneration for qualifying services in the current year and £3,464 relates to remuneration for qualifying services in prior periods that have 2023 2022 Number Number The average number of employees, including Directors, during the year was: 2 2 2023 2022 £ £ This has been arrived at after charging/ (crediting): Professional services 6 Operating loss (24,737) 112,229 Fees payable to the Company’s independent auditor for the audit of the parent and consolidated accounts ACCELER8 VENTURES PLC  27 20,000 credit within the “professional services” category of administrative expenses in the year. 22,000 An amount of £99,980 recognised within the operating loss for the year relates to a payment received by the Company under a cost indemnity arrangement (the “Cost Indemnity”) in place with a counterparty, over which a director of the Company has significant influence due to common directorships. Pursuant to the Cost Indemnity, the counterparty agreed to repay certain transaction expenses incurred by the Company in the event that an acquisition of the counterparty by the Company was not successfully concluded. This has resulted in an overall DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 2023 2022 £ 7 Adjusted earnings before interest, tax, depreciation and amortisation £ Notes forming part of the Consolidated Financial Statements Loss before tax (Adjusted EBITDA) continued (55,236) (185,117) Interest receivable (1,131) (115) EBITDA loss 8 Interest receivable (56,367) (185,232) Share-based payment charge 313 313 Adjusted EBITDA loss (56,054) (184,919) 2023 2022 £ £ Bank interest receivable 9 Taxation 1,131 115 2023 2022 £ £ Jersey corporation tax Corporation tax on loss for the year – – Total taxation on loss on ordinary activities – – 2023 2022 £ £ Loss before tax (55,236) (185,117) Tax for financial service companies at 10% (2022: 10%) (5,524) (18,512) Effect of: Tax losses on which a deferred tax asset has not been recognised 5,524 18,512 Total taxation on loss on ordinary activities – – Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and carry forward tax losses/credits can be utilised. Accordingly, the Group has not recognised deferred tax assets in respect of deductible temporary differences and carry forward tax losses as at 31 December 2023 and 31 December 2022 respectively, as it is not probable at year end that 2023 Tax losses and unrecognised deferred tax asset carried forward 2022 £ £ relevant taxable profits will be available in future based on the current activities of the Group as a holding group. There are no expiry dates on these tax losses as at the year end. The unrecognised deferred tax asset is Cumulative temporary differences and carry forward tax losses summarised below: 624,137 568,901 Unrecognised deferred tax asset on above at 10% (based on the enacted tax rate at the date of signing the financial statements) 28  ACCELER8 VENTURES PLC 62,414 56,890 DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 2023 2022 £ £ Earnings per share (“EPS”) is calculated by dividing the loss after tax for the year by the weighted average number Notes forming part of the Consolidated Financial Statements Loss used in basic and diluted EPS, being loss after tax continued (55,236) (185,117) Adjustments: 10 Earnings per share of shares in issue for the year, these figures being as follows: Share-based payment charge 313 313 Adjusted earnings used in adjusted EPS (54,923) (184,804) 2023 they are anti-dilutive, however they may become dilutive in future periods. 2022 The Subco Incentive Scheme share options (Note 19) have not been included in the diluted EPS on the basis that Number Number Weighted average number of ordinary shares of 1p each used as the denominator in calculating basic and diluted EPS Earnings/(loss) per share 750,000 750,000 Basic and diluted (£0.07) (£0.25) Adjusted – basic and diluted (£0.07) (£0.25) Proportion of Proportion of A ordinary B ordinary The Company directly owns the ordinary share capital of its subsidiary undertakings as set out below: Nature Country of shares held shares held Subsidiary 11 Subsidiaries of business incorporation by Company by Company Acceler8 Ventures Subco Limited Intermediate holding 12 Cash and cash equivalents Jersey, Channel 100 per cent. Channel Islands, JE2 3QA, Jersey. The Subco was incorporated on 25 March 2021. 0 per cent. The address of the registered office of Acceler8 Ventures Subco Limited (the "Subco") is 28 Esplanade, St. Helier, company Islands 2023 2022 £ £ The A ordinary shares have full voting rights, full rights to participate in a dividend and full rights to participate in a distribution of capital. The B ordinary shares have been issued pursuant to the Company’s Subco Cash and cash equivalents Incentive Scheme. 160,441 244,948 160,441 244,948 ACCELER8 VENTURES PLC  29 DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 2023 2022 £ £ Notes forming part of the Consolidated Financial Statements Other receivables continued 169 – Prepayments 13 Trade and other receivables 6,886 6,866 7,055 6,866 2023 2022 Current trade and other payables £ £ Accruals 14 Trade and other payables 15 Financial instruments 53,694 83,089 53,694 83,089 Financial assets measured at amortised cost 2023 2022 The carrying value of all financial assets and liabilities equals fair value given their short-term nature. £ £ The Group’s financial assets and liabilities comprise cash and cash equivalents, other receivables and accruals. Current financial assets Cash and cash equivalents 160,441 244,948 Other receivables 169 – 160,610 244,948 Financial liabilities measured at amortised cost 2023 2022 £ £ Current financial liabilities Accruals 30  ACCELER8 VENTURES PLC Credit risk balances held. Liquidity risk requirements and to invest funds securely and profitably. to be settled: 53,694 83,089 53,694 83,089 The Group's credit risk is wholly attributable to its cash balance. All cash balances are held at a reputable bank in Jersey. The credit risk from its cash and cash equivalents is deemed to be low due to the nature and size of the Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to liquidity risk is to ensure that sufficient liquidity is available to meet foreseeable The following table details the contractual maturity of financial liabilities based on the dates the liabilities are due DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 Less More than 1 year 2 to 5 Years than 5 years Total £ £ £ £ Notes forming part of the Consolidated Financial Statements Accruals Financial liabilities: 16 Share capital continued 53,694 – – 53,694 At 31 December 2023 53,694 – – 53,694 Allotted, called up and fully paid 2023 2022 2023 2022 Number Number £ £ Ordinary shares of 1p each: 750,000 750,000 7,500 7,500 At 31 December 2023 17 Reserves Subco Limited. 750,000 shareholders’ meeting of the Company. 18 Share Incentive Plan ordinary shares at the election of the Company. 750,000 ACCELER8 VENTURES PLC  31 maximising earnings per share and therefore shareholder return. 7,500 transaction costs relating to the issue of shares was deducted from share premium. Capital redemption reserve includes amounts in relation to deferred shared capital. The Directors have proposed that there will be no final dividend in respect of 2023 (2022: £Nil). 7,500 All shares are equally eligible to receive dividends and the repayment of capital and represent one vote at the Following a sub-division and re-designation of share capital in 2021, the issued share capital of the Company included 198 deferred shares of a par value of £0.01 each. On 21 May 2021, in accordance with article 5B of the Articles, the Company redeemed for nil consideration the deferred shares. Any amounts standing to the credit of any nominal or share premium account relating to deferred shares that were redeemed were credited to a capital reserve of the Company (see Note 17) and are available for use in accordance with the Companies Law. Share premium and retained earnings represent balances conventionally attributed to those descriptions. The The Group having no regulatory capital or similar requirements, its primary capital management focus is on The non-controlling interests reserves arises out of amounts due to holders of the B shares in Acceler8 Ventures On 14 July 2021, the Group created a Subco Incentive Scheme within its wholly owned subsidiary Acceler8 Ventures Subco Limited ("Subco"). Under the terms of the Subco Incentive Scheme, scheme participants are only rewarded if a predetermined level of shareholder value is created over a three to five year period or upon a change of control of the Company or Subco (whichever occurs first), calculated on a formula basis by reference to the growth in market capitalisation of the Company, following adjustments for the issue of any new Ordinary shares and taking into account dividends and capital returns ("Shareholder Value"), realised by the exercise by the beneficiaries of a put option in respect of their shares in Subco and satisfied either in cash or by the issue of new Under these arrangements in place, participants are entitled to up to 15 per cent. of the Shareholder Value created, subject to such Shareholder Value having increased by at least 12.5 per cent. per annum compounded over a period of between three and five years from admission or following a change of control of the Company or Subco. DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 Opening share price The inputs into the binomial model in respect of options granted in 2021 are as follows: 19 Share-based payments the Company (at the Company’s election) if certain conditions are met. value of the options. prior period. No B share options have expired during the current or prior period. relation to equity-settled share-based payments in the year. options at the date of grant. continued £1 The Subco Incentive Scheme detailed in Note 18 is an equity-settled share option plan which allows employees and advisors of the Group to sell their B shares to the company in exchange for a cash payment or for shares in These conditions include good and bad leaver provisions and that growth in Shareholder Value of 12.5 percent compound per annum is delivered over a three to five year period for the scheme to vest. This second condition is therefore a market condition which has been taken into account in the measurement at grant date of the fair The weighted average exercise price of the outstanding B share options is £Nil which have a weighted average contractual life of 2 years 9 months. 29,000 B share options were issued in the nine-month period to 31 December 2021, all of which were outstanding at the current year end. No B share options were exercised in the current or The Group recognised £313 (2022: £313) of expenditure in the statement of total comprehensive income in The fair value of options granted is determined by applying a binominal model. The expense is apportioned over the vesting period of the option and is based on the number which are expected to vest and the fair value of these Notes forming part of the Consolidated Financial Statements Expected volatility of share price 16.67% Expected life of options 5 years Risk-free rate 32  ACCELER8 VENTURES PLC Stock Exchange in order for the scheme to vest. advisors during the current or prior period. 20 Related party transactions Transactions with key management personnel Directors is disclosed in the Report of the Directors. “professional services” category of administrative expenses in the year. 0.71% Target increase in share price per annum 12.5% Fair value of options 5.397p Expected volatility was estimated by reference to the average 5-year volatility of the FTSE SmallCap Index. The target increase in Shareholder Value is laid out in the Articles of Association of the Subco and represents the compounded target annual increase in market capitalisation (adjusted for capital raises and dividends) that needs to be met between the third and fifth anniversary of the Group’s admission onto the Main Market of the London The Group did not enter into any share-based payment transactions with parties other than employees and Key management personnel comprise the Directors and executive officers. The remuneration of the individual An amount of £99,980 recognised within the operating loss for the year relates to a payment received by the Group under a cost indemnity arrangement (the “Cost Indemnity”) in place with a counterparty, over which a director of the Group has significant influence due to common directorships. Pursuant to the Cost Indemnity, the counterparty agreed to repay certain transaction expenses incurred by the Group in the event that an acquisition of the counterparty by the Group was not successfully concluded. This has resulted in an overall credit within the DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 ACCELER8 VENTURES PLC  33 Other transactions – Group On 14 May 2021, the Group entered into an arm’s length strategic advisory agreement with Tessera (a company which is a shareholder in the Company) pursuant to which Tessera has agreed to provide strategic and general corporate advice, and acquisition and capital raising transaction support services to the Group. Tessera will be paid a success fee on completion on the first acquisition, at an amount to be agreed between Tessera and the Group. Following completion of the first acquisition, Tessera will provide services as requested by the Group and will charge a fixed daily rate or monthly retainer fee depending on the volume of such services. As at 31 December 2023, £Nil (2022: £1,011) was owed to Tessera by the Group. 21 Post balance sheet events There are no events subsequent to the reporting date which would have a material impact on the financial statements. 22 Contingent liabilities There are no contingent liabilities at the reporting date which would have a material impact on the financial statements. Notes forming part of the Consolidated Financial Statements continued DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 34  ACCELER8 VENTURES PLC 2023 2022 Note £ £ Administrative expenses (56,367) (185,232) Operating loss (56,367) (185,232) Interest receivable 3 1,131 115 Loss on ordinary activities before taxation (55,236) (185,117) Taxation charge – – Loss for the year (55,236) (185,117) All activities in both the current and the prior period relate to continuing operations. The notes on pages 37 to 40 form part of these financial statements. Company Profit and Loss For the year ended 31 December 2023 DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 ACCELER8 VENTURES PLC  35 31 December 31 December 31 December 31 December 2023 2023 2022 2022 Note £ £ £ £ Non-current assets Investment in subsidiaries 4 10 10 Current assets Cash and cash equivalents 5 160,441 244,948 Other receivables 6 169 – Prepayments 6 6,886 6,866 Total current assets 167,496 251,814 Total assets 167,506 251,824 Current liabilities Trade and other payables 7 53,771 83,166 Total current liabilities 53,771 83,166 Total liabilities 53,771 83,166 Total net assets 113,735 168,658 Equity Issued share capital 8 7,500 7,500 Share premium 729,598 729,598 Capital redemption reserve 2 2 Share-based payment reserve 772 459 Retained deficit (624,137) (568,901) Shareholders’ funds 113,735 168,658 The Company financial statements were approved and authorised for issue by the Board on 23 April 2024 and were signed on its behalf by: David Williams Chairman The notes on pages 37 to 40 form part of these financial statements. Company Balance Sheet As at 31 December 2023 DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 23/4/2024 36  ACCELER8 VENTURES PLC Share- Capital based Share Share redemption payment Retained capital premium reserve reserve deficit Total £ £ £ £ £ £ At 31 December 2021 7,500 729,598 2 146 (383,784) 353,462 Loss for the year – – – – (185,117) (185,117) Transactions with owners in their capacity as owners: Share-based payment charge – – – 313 – 313 At 31 December 2022 7,500 729,598 2 459 (568,901) 168,658 Loss for the year – – – – (55,236) (55,236) Transactions with owners in their capacity as owners: Share-based payment charge – – – 313 – 313 At 31 December 2023 7,500 729,598 2 772 (624,137) 113,735 The notes on pages 37 to 40 form part of these financial statements. Company Statement of Changes in Equity For the year ended 31 December 2023 DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 ACCELER8 VENTURES PLC  37 1 Material accounting policies The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in theses financial statements. The principal policies adopted in the preparation of the Company financial statements are as follows: (a) Basis of preparation These financial statements have been prepared in accordance with the requirements of FRS 101 “Reduced disclosure Framework”, the Financial Reporting Standard applicable in the UK and the requirements of the Companies (Jersey) Law 1991. The financial statements are prepared on the historical cost basis. The comparative figures presented cover the year ended to 31 December 2022. (b) Investments Investments in subsidiary undertakings are stated at cost unless, in the opinion of the Directors, there has been impairment to their value, in which case they are written down to their recoverable amount. (c) Functional and presentational currency The Company’s functional and presentational currency for these financial statements is the pound sterling. (d) Going concern The Company was formed as an acquisition company to seek investment and acquisition opportunities in the industrial, construction and business services sectors, and software and technology companies which service those industries. The Directors, having made due and careful enquiry, are of the opinion that the Company has adequate working capital to execute their operations over the next 12 months (the “going concern period”). The Company’s unaudited cash balance as at 12 April 2024 was £112,117. Excluding the consummation of any investment or acquisition, which will likely require specific funding, the Company has adequate resources available to fund the on-going forecast operating expenses during the going concern period as a result of the Company’s current unaudited cash balance, as well as the provision of a letter of financial support provided by the Directors. Having also performed additional stress testing on the forecasts, the Directors are comfortable there are also sufficient mitigating actions on the incurring of expenditure within the business that could be taken, to ensure the business can meet its ongoing liabilities as they fall due. The Directors, therefore, have made an informed judgement at the time of approving the financial statements, that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. As a result, the Directors have adopted the going concern basis of accounting in preparing the annual financial statements. (e) Interest receivable Interest receivable is recognised on a time-proportion basis using the effective interest rate method. (f) Financial assets and liabilities The Company’s financial assets and liabilities comprise of cash and trade and other payables. Trade and other payables are not interest bearing and are stated at their amortised cost. (g) Taxation Current tax is the expected tax payable on the taxable income for the year. (h) Related party transactions The Group discloses transactions with related parties which are not wholly owned with the same group. It does not disclose transactions with members of the same group that are wholly owned. Notes forming part of the Company Financial Statements For the year ended 31 December 2023 DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 38  ACCELER8 VENTURES PLC Notes forming part of the Company Financial Statements continued (i) Disclosure exemptions adopted In preparing these financial statements the Company has taken advantage of disclosure exemptions conferred by FRS101. Therefore, these financial statements do not include: l Certain disclosures regarding the Company's capital l A statement of cash flows l The effect of future accounting standards not yet adopted l The disclosure of the remuneration of key management personnel; and l Disclosure of related party transactions with other wholly owned members of the Group headed by Acceler8Ventures Plc. In addition, and in accordance with FRS101 further disclosure exemptions have been adopted because equivalent disclosures are included in the consolidated financial statements of Acceler8 Ventures Plc. These financial statements do not include certain disclosures in respect of: l Share-based payments l Impairment of assets l Disclosures required in relation to financial instruments and capital management (j) Judgements and key areas of estimation uncertainty In preparing the Company financial statements, the Directors have to make judgments on how to apply the Company's accounting policies and make estimates about the future. The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the Company financial statements. 2 Employees Staff costs, including Directors, consist of: 2023 2022 £ £ Wages and salaries 43,464 40,000 43,464 40,000 2023 2022 Number Number The average number of employees, including Directors, during the year was: 2 2 Of the wages and salaries recognised in the current year, £40,000 relates to remuneration for qualifying services in the current year and £3,464 relates to remuneration for qualifying services in prior periods that have been recognised in the current year. 3 Interest receivable 2023 2022 £ £ Bank interest receivable 1,131 115 DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 ACCELER8 VENTURES PLC  39 Notes forming part of the Company Financial Statements continued 4 Investment in subsidiaries Shares in subsidiary undertakings £ Cost and net book value At 31 December 2022 and 31 December 2023 10 Details of the Company’s subsidiaries are shown in Note 11 of the consolidated financial statements. 5 Cash and cash equivalents 2023 2022 £ £ Cash and cash equivalents 160,441 244,948 160,441 244,948 6 Trade and other receivables 2023 2022 £ £ Other receivables 169 – Prepayments 6,886 6,866 7,055 6,866 All amounts shown under receivables fall due for payment within one year. 7 Trade and other payables 2023 2022 £ £ Amounts due to subsidiary undertakings 77 77 Accruals 53,694 83,089 53,771 83,166 Amounts due to subsidiary undertakings are interest-free and repayable on demand. 8 Share capital Allotted, called up and fully paid 2023 2022 2023 2022 Number Number £000 £000 Ordinary A shares of 1p each 750,000 750,000 7,500 7,500 For the full details of the share capital movements in the year, please see Note 16 of the consolidated financial statements. DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 40  ACCELER8 VENTURES PLC Notes forming part of the Company Financial Statements continued 9 Related party transactions Transactions with key management personnel An amount of £99,980 recognised within the operating loss for the year relates to a payment received by the Company under a cost indemnity arrangement (the “Cost Indemnity”) in place with a counterparty, over which a director of the Company has significant influence due to common directorships. Pursuant to the Cost Indemnity, the counterparty agreed to repay certain transaction expenses incurred by the Company in the event that an acquisition of the counterparty by the Company was not successfully concluded. This has resulted in an overall credit within the “professional services” category of administrative expenses in the year. Other transactions On 14 May 2021, the Company entered into an arm’s length strategic advisory agreement with Tessera (a company which is a shareholder in the Company) pursuant to which Tessera has agreed to provide strategic and general corporate advice, and acquisition and capital raising transaction support services to the Company. Tessera will be paid a success fee on completion on the first acquisition, at an amount to be agreed between Tessera and the Company. Following completion of the first acquisition, Tessera will provide services as requested by the Company and will charge a fixed daily rate or monthly retainer fee depending on the volume of such services. As at 31 December 2023, £Nil (2022: £1,011) was owed to Tessera by the Company. Transactions with other Group companies have not been disclosed as permitted by FRS101, as the Group companies are wholly owned. 10 Contingent liabilities There are no contingent liabilities at the reporting date which would have a material impact on the financial statements. 11 Post balance sheet events There are no events subsequent to the reporting date which would have a material impact on the financial statements. 12 Ultimate controlling party In the opinion of the Directors, there is no single ultimate controlling party. DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247 Perivan.com 268307 DocuSign Envelope ID: C6F5B03D-5F2E-419F-BDF3-69F804764247