Acceler8 Ventures PLC — Annual Report 2024

Apr 24, 2024

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ANNUAL REPORT AND ACCOUNTS for the year ended 31 December 2023

Incorporated and registered in Jersey under the Companies (Jersey) Law 1991 with registered number 134586

Contents of the Financial Statements

Company Information	2
Chairman’s Statement	3
Report of the Directors	4
Statement of Directors’ Responsibilities	11
Report of the Independent Auditor	12
Consolidated Statement of Comprehensive Income	20
Consolidated Statement of Financial Position	21
Consolidated Statement of Changes in Equity	22
Consolidated Statement of Cash Flows	23
Notes forming part of the Consolidated Financial Statements	24
Acceler8 Ventures Plc – Company Proft and Loss	34
Acceler8 Ventures Plc – Company Balance Sheet	35
Acceler8 Ventures Plc – Company Statement of Changes in Equity	36
Notes forming part of the Company Financial Statements	37

ACCELER8 VENTURES PLC 1

Company Information

DIRECTORS, SECRETARY AND ADVISERS

Directors David Williams, Chairman Giles Willits, Non-Executive Director Company Secretary JTC (Jersey) PLC 28 Esplanade, St Helier Jersey JE2 3QA Registered Of fi ce 28 Esplanade, St Helier Jersey JE2 3QA Registered Number 134586 Independent Auditor MHA Building 4, Foundation Park Roxborough Way, Maidenhead, SL6 3UD Solicitors to the Company (UK) Mayer Brown International LLP 201 Bishopsgate London EC2M 3AF Solicitors to the Company (Jersey) Ogier (Jersey) LLP 44 Esplanade, St Helier Jersey JE4 9WG

Principal Banker Butter fi eld Bank (Jersey) Limited St Paul’s Gate, New St, St Helier Jersey JE4 5PU Registrar Link Market Services (Jersey) Limited 12 Castle Street, St Helier Jersey JE2 3RT Strategic Adviser Tessera Investment Management Limited 12 Hay Hill London W1J 8NT

2 ACCELER8 VENTURES PLC

Chairman’s Statement

I am pleased to present the fi nancial results for Acceler8 Ventures Plc (“AC8”, the “Company”) and its subsidiary (together the “Group”) for the year ended 31 December 2023.

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 de fi nitely 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

ACCELER8 VENTURES PLC 3

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 fi nancial 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 speci fi c 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 fi nancial support provided by the Directors to the Group. Having also performed additional stress testing on the forecasts, the Directors are comfortable there are also suf fi cient 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 fi nancial 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 fi nancial statements (see Note 2).

RISK MANAGEMENT

In order to execute the Group’s strategy, the Company and its subsidiaries will be exposed to both fi nancial and non- fi nancial risks. The Board has overall responsibility for the Group’s risk management and it is the Board’s role to consider whether those risks identi fi ed 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.

4 ACCELER8 VENTURES PLC

Report of the Directors

continued

As the Company had not completed an investment or acquisition in the year, it has limited fi nancial statements and/or historical fi nancial 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, fi nancial 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 fi nancial 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 fi nance;

• 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 fi nancial year to have been low. Refer to Note 15 for assessment of the risks arising from fi nancial instruments.

Non- fi nancial Risk Management

The non- fi nancial 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 fi rst 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.

ACCELER8 VENTURES PLC 5

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 fi xed 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 noti fi able interests (whether directly or indirectly held) in voting rights:

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 fi nancial roles in multiple household name businesses. He was recently appointed Chief Investment Of fi cer 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 Of fi cer and board director of IG Design Group plc (AIM: IGR), the world’s largest consumer gift packaging organisation.

Previously Giles was Chief Financial Of fi cer 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 quali fi ed 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 fi nancings in support of organic growth and acquisition activity.

6 ACCELER8 VENTURES PLC

Report of the Directors

continued

The Directors who held of fi ce during the year and their bene fi cial interest in the share capital of the Company at 31 December 2023 were as follows:

The Directors who held offce during the year and their 31 December 2023 were as follows:	benefcial interest in the share capital of the Company at
	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 bene fi ts 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
		Benefts	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 fi ve year period or upon a change of control of the Company or Subco (whichever occurs fi rst), 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 bene fi ciaries of a put option in respect of their shares in Subco and satis fi ed 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 fi ve 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 fi rst 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.

ACCELER8 VENTURES PLC 7

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

There were no new incentives granted under the Subco Incentive Scheme during 2023.

CORPORATE GOVERNANCE

As a Jersey company and a company with a Standard Listing on the London Stock Exchange, 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 fi duciary 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, de fi ning the business plan and strategy and managing the fi nancial 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 fi rst 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. Speci fi cally, it is anticipated this will include:

• i. the augmentation of the Board with suitably quali fi ed 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.

8 ACCELER8 VENTURES PLC

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 fi nancial 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 identi fi ed on a timely basis and dealt with appropriately.

The Group maintains an appropriate process for fi nancial 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 con fi dentiality 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 Of fi cial 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 signi fi cant de fi ciencies have come to light during the year and no weaknesses in internal fi nancial control have resulted in any material losses, or contingencies which would require disclosure, as recommended by the guidance for Directors on reporting on internal fi nancial control.

The Directors are focused on careful management of the Group’s cash and fi nancial resources through Board level approvals. At such time that the Group completes an acquisition, the Directors anticipate that the Group’s fi nancial 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 fi rst acquisition.

ACCELER8 VENTURES PLC 9

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 fi lings

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 satis fi ed 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 con fi rm to the best of their knowledge that:

• l the fi nancial statements, prepared in accordance with the relevant fi nancial reporting framework, give a true and fair view of the assets, liabilities, fi nancial position and pro fi t 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

10 ACCELER8 VENTURES PLC

Statement of Directors’ Responsibilities

The Directors are responsible for preparing the Directors' report and the fi nancial statements in accordance with applicable law and regulations.

Jersey Company law requires the directors to prepare fi nancial statements for each fi nancial year. Under that law the Directors have elected to prepare the consolidated fi nancial statements in accordance with International Financial Reporting Standards as adopted by the United Kingdom ("IFRS") and the Company fi nancial 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 fi nancial statements unless they are satis fi ed that they give a true and fair view of the state of affairs of the Group and Company and of the pro fi t or loss of the Group for that year.

In preparing these fi nancial 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 fi nancial statements have been prepared in accordance with IFRS as adopted by the United Kingdom;

• l state whether the Company fi nancial statements have been prepared in accordance with FRS 101 “Reduced disclosure framework”; and

• l prepare the fi nancial 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 suf fi cient to show and explain the Group and Company's transactions and disclose with reasonable accuracy at any time the fi nancial position of the Group and Company and enable them to ensure that the fi nancial 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.

ACCELER8 VENTURES PLC 11

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 page 14 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 fi nancial statements, as de fi ned below, consolidate the accounts of Acceler8 Ventures Plc and its subsidiary (the “Group”). The “Parent Company” is de fi ned 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 fi nancial statements of Acceler8 Ventures Plc for the year ended 31 December 2023.

The fi nancial 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 fi nancial statements, including signi fi cant accounting policies

• l the Company Pro fi t and Loss

• l the Company Balance Sheet

• l the Company Statement of Changes in Equity and

• l Notes 1 to 12 to the company fi nancial statements, including signi fi cant accounting policies.

The fi nancial reporting framework that has been applied in the preparation of the Group fi nancial statements is applicable law and UK-adopted international accounting standards. The fi nancial reporting framework that has been applied in the preparation of the Parent Company fi nancial 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 fi nancial 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 fi nancial statements have been properly prepared in accordance with UK-adopted international accounting standards;

• l the Parent Company fi nancial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• l the fi nancial 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.

12 ACCELER8 VENTURES PLC

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 fi nancial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have ful fi lled our ethical responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is suf fi cient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the fi nancial statements, we have concluded that the Directors’ use of the going basis of accounting in the preparation of the fi nancial 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 speci fi cally their business model of searching for suitable acquisition targets.

• l The evaluation of how those risks might impact on the available fi nancial 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 con fi rming additional fi nancing 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 identi fi ed any material uncertainties relating to events or conditions that, individually or collectively, may cast signi fi cant 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 fi nancial 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.

ACCELER8 VENTURES PLC 13

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 fi nancial 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.

fi nancial information of 1 component and speci fi ed 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 l 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 signi fi cance in our audit of the fi nancial statements of the current period and include the most signi fi cant assessed risks of material misstatement (whether or not due to fraud) that we identi fi ed. 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 fi nancial 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 override of controls
Key audit matter description	Management is in a unique position to perpetrate fraud because of
	management’s ability to manipulate accounting records and prepare
	fraudulentfnancial 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.
How the scope of our audit	Our audit procedures included:
responded to the key audit matter	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.
Key observations	The results of our testing were satisfactory, and we considered that
communicated to the Group’s	entries made into the accounting system and subsequent disclosure
Audit Committee	made into thefnancial statements were deemed to have an appropriate
	supporting basis.

14 ACCELER8 VENTURES PLC

Independent Auditor’s Report to the Members of Acceler8 Ventures Plc continued

Our application of materiality

Our de fi nition of materiality considers the value of error or omission on the fi nancial statements that, individually or in aggregate, would change or influence the economic decision of a reasonably knowledgeable user of those fi nancial statements. Misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identi fi ed misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the fi nancial 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 fi nancial 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 fi nancial 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.

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 fi nancial statements. This assessment takes into account the size, risk pro fi le, 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 fi nancial statements, and to ensure we had adequate quantitative and qualitative coverage of signi fi cant accounts in the consolidated fi nancial statements, of the 2 reporting components of the group, we identi fi ed that both represent the principal business units within the Group.

We undertook a full scope audit on the complete fi nancial information of 1 component, selected based on size and risk characteristics, and speci fi ed 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 fi nancial reporting cycle.

ACCELER8 VENTURES PLC 15

Independent Auditor’s Report to the Members of Acceler8 Ventures Plc continued

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 fi nancial 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 fi nancial statements.

Reporting on other information

The other information comprises the information included in the annual report other than the fi nancial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the fi nancial 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 fi nancial 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 fi nancial 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 fi nancial year for which the fi nancial statements are prepared is consistent with the fi nancial 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 identi fi ed material misstatements in the directors’ report.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the fi nancial statements and for being satis fi ed that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of fi nancial statements that are free from material misstatement, whether due to fraud or error.

In preparing the fi nancial 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.

16 ACCELER8 VENTURES PLC

Independent Auditor’s Report to the Members of Acceler8 Ventures Plc continued

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 fi nancial 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 fi nancial statements

Our objectives are to obtain reasonable assurance about whether the fi nancial 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 fi nancial statements.

A further description of our responsibilities for the fi nancial 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 fi nancial 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 dif fi cult 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 fi nancial statements, the less likely we would become aware of it.

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 fi nancial statements.

ACCELER8 VENTURES PLC 17

Independent Auditor’s Report to the Members of Acceler8 Ventures Plc continued

• 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 fi nancial statements to material misstatement, including how fraud might occur by evaluating management’s incentives and opportunities for manipulation of the fi nancial statements. This included utilising the spectrum of inherent risk and an evaluation of the risk of management override of controls.

Audit response to risks identi fi ed

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 identi fi ed included:

• reviewing fi nancial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations expected to have a direct impact on the fi nancial statements;

• testing journal entries, including those posted to unusual account combinations;

• evaluating the business rationale of signi fi cant 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.

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 fi rm 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.

18 ACCELER8 VENTURES PLC

Independent Auditor’s Report to the Members of Acceler8 Ventures Plc continued

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 fi nancial statements form part of the European Single Electronic Format (ESEF) prepared Annual Financial Report fi led 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 fi nancial report has been prepared using the single electronic format speci fi ed 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)

ACCELER8 VENTURES PLC 19

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2023

		2023	2022
	Note	£	£
Administrative expenses		(156,347)	(185,232)
Other operating income	6	99,980	–
Operating loss	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)	(185,117)
Non-controlling interests		–	–

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 fi nancial statements.

20 ACCELER8 VENTURES PLC

Consolidated Statement of Financial Position

As at 31 December 2023

	31 December	31 December	31 December	31 December
	2023	2023	2022	2022
Note	£	£	£	£
Current assets
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 defcit 17		(624,137)		(568,901)
Total equity		113,802		168,725

The consolidated fi nancial 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 24 to 33 form part of these consolidated fi nancial statements.

ACCELER8 VENTURES PLC 21

Consolidated Statement of Changes in Equity

For the year ended 31 December 2023

	Share-
	Capital based Non-
	Share Share redemption payment controlling Retained
	capital premium reserve reserve interest defcit	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	7,500 729,598 2 772 67 (624,137)	113,802

The notes on pages 24 to 33 form part of these consolidated fi nancial statements.

22 ACCELER8 VENTURES PLC

Consolidated Statement of Cash Flows

For the year ended 31 December 2023

2023	2022
£	£
Operating activities
Loss before taxation(55,236)	(185,117)
Adjustments for:
Share-based payment charge313	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 year244,948	432,440
Cash and cash equivalents at end of the year160,441	244,948

As the Group does not have any fi nancing liabilities outside of working capital and has no cashflows from fi nancing activities in both periods presented, no separate net debt reconciliation has been presented within these consolidated fi nancial statements.

The notes on pages 24 to 33 form part of these consolidated fi nancial statements.

ACCELER8 VENTURES PLC 23

Notes forming part of the Consolidated Financial Statements

For the year ended 31 December 2023

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 of fi ce 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 fi nancial statements.

The principal policies adopted in the preparation of the consolidated fi nancial statements are as follows:

(a) Basis of preparation

These consolidated fi nancial 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 fi nancial statements are prepared on the historical cost basis.

The comparative fi gures presented cover the year ended to 31 December 2022.

(b) Basis of consolidation

The consolidated fi nancial 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 classi fi ed 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 fi nancial statements incorporate the results of business combinations using the acquisition method. In the consolidated statement of fi nancial position, the acquiree’s identi fi able 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 fi nancial 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 speci fi c funding, the Group and Company have adequate

24 ACCELER8 VENTURES PLC

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 fi nancial support provided by the Directors to the Group. Having also performed additional stress testing on the forecasts, the Directors are comfortable there are also suf fi cient 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 fi nancial 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 fi nancial statements.

(e) Interest receivable

Interest receivable is recognised on a time-proportion basis using the effective interest rate method.

(f) Employee bene fi ts

Short-term employee bene fi t 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 pro fi t-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 pro fi t 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 fi nancial position date.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for fi nancial 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 pro fi t 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 fi nancial position date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable pro fi ts 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 de fi cit.

Share capital is measured at the par value.

Share premium and retained de fi cit 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.

ACCELER8 VENTURES PLC 25

Notes forming part of the Consolidated Financial Statements

continued

(j) Financial assets and liabilities

The Group’s fi nancial 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 fi nancial 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: De fi 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 fi nancial 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 fi nancial 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 fi nance

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

26 ACCELER8 VENTURES PLC

Notes forming part of the Consolidated Financial Statements

continued

3 Accounting estimates and judgements

In preparing the consolidated fi nancial 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 fi nancial statements with the exception of the valuation of share-based payments. Please see Note 19 for further details.

4 Employees

Staff costs, including Directors, consist of:

2023	**2022 **
£	£
Wages and salaries43,464	40,000
43,464	40,000
2023	2022
Number	Number
The average number of employees, including Directors, during the year was:2	2

5 Directors’ remuneration

The Company Directors are considered the only key management personnel and their remuneration was as follows:

follows:
	2023	2022
	£	£
Directors’ emoluments	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 been recognised in the current year.

6 Operating loss

	2023	2022
	£	£
This has been arrived at after charging/ (crediting):
Professional services	(24,737)	112,229
Fees payable to the Company’s independent auditor for the audit of the parent and
consolidated accounts	20,000	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 signi fi cant 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.

ACCELER8 VENTURES PLC 27

Notes forming part of the Consolidated Financial Statements

continued

7 Adjusted earnings before interest, tax, depreciation and amortisation (Adjusted EBITDA)

(Adjusted EBITDA)
	2023	2022
	£	£
Loss before tax	(55,236)	(185,117)
Interest receivable	(1,131)	(115)
EBITDA loss	(56,367)	(185,232)
Share-based payment charge	313	313
Adjusted EBITDA loss	(56,054)	(184,919)
8 Interest receivable
	2023	2022
	£	£
Bank interest receivable	1,131	115
9 Taxation
	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 forfnancial 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 pro fi ts 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 relevant taxable pro fi ts 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 summarised below:

Tax losses and unrecognised deferred tax asset carried forward

Tax losses and unrecognised deferred tax asset carried forward
	2023	2022
	£	£
Cumulative temporary differences and carry forward tax losses	624,137	568,901
Unrecognised deferred tax asset on above at 10% (based on the
enacted tax rate at the date of signing thefnancial statements)	62,414	56,890

28 ACCELER8 VENTURES PLC

Notes forming part of the Consolidated Financial Statements

continued

10 Earnings per share

Earnings per share (“EPS”) is calculated by dividing the loss after tax for the year by the weighted average number of shares in issue for the year, these fi gures being as follows:

of shares in issue for the year, thesefgures being as follows:
2023	2022
£	£
Loss used in basic and diluted EPS, being loss after tax(55,236)	(185,117)
Adjustments:
Share-based payment charge313	313
Adjusted earnings used in adjusted EPS(54,923)	(184,804)

The Subco Incentive Scheme share options (Note 19) have not been included in the diluted EPS on the basis that they are anti-dilutive, however they may become dilutive in future periods.

they are anti-dilutive, however they may become dilutive in future periods.
	2023	2022
	Number	Number
Weighted average number of ordinary shares of 1p each used as the denominator in
calculating basic and diluted EPS	750,000	750,000
Earnings/(loss) per share
Basic and diluted	(£0.07)	(£0.25)
Adjusted – basic and diluted	(£0.07)	(£0.25)

11 Subsidiaries

The Company directly owns the ordinary share capital of its subsidiary undertakings as set out below:

		Proportion of	Proportion of
		A ordinary	B ordinary
	Nature Country of	shares held	shares held
Subsidiary	of business incorporation	by Company	by Company
Acceler8 Ventures Subco Limited	Intermediate holding Jersey, Channel	100 per cent.	0 per cent.
	company Islands

The address of the registered of fi ce of Acceler8 Ventures Subco Limited (the "Subco") is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey. The Subco was incorporated on 25 March 2021.

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 Incentive Scheme.

12 Cash and cash equivalents

12 Cash and cash equivalents
	2023	**2022 **
	£	£
Cash and cash equivalents	160,441	244,948
	160,441	244,948

ACCELER8 VENTURES PLC 29

Notes forming part of the Consolidated Financial Statements

continued

13 Trade and other receivables

13 Trade and other receivables
2023	2022
£	£
Other receivables169	–
Prepayments6,886	6,866
7,055	6,866

14 Trade and other payables

14 Trade and other payables
2023	2022
Current trade and otherpayables £	£
Accruals53,694	83,089
53,694	83,089

15 Financial instruments

The Group’s fi nancial assets and liabilities comprise cash and cash equivalents, other receivables and accruals. The carrying value of all fi nancial assets and liabilities equals fair value given their short-term nature.

	Financial assets measured	Financial assets measured
	at amortised cost
	2023	2022
	£	£
Currentfnancial assets
Cash and cash equivalents	160,441	244,948
Other receivables	169	–
	160,610	244,948
	Financial liabilities measured
	at amortised cost
	2023	2022
	£	£
Currentfnancial liabilities
Accruals	53,694	83,089
	53,694	83,089

Credit risk

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 balances held.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its fi nancial obligations as they fall due.

The Group’s approach to liquidity risk is to ensure that suf fi cient liquidity is available to meet foreseeable requirements and to invest funds securely and pro fi tably.

The following table details the contractual maturity of fi nancial liabilities based on the dates the liabilities are due to be settled:

30 ACCELER8 VENTURES PLC

Notes forming part of the Consolidated Financial Statements

continued

Financial liabilities:

Financial liabilities:
	Less		More
	than 1 year	2 to 5 Years	than 5 years	Total
	£	£	£	£
Accruals	53,694	–	–	53,694
At 31 December 2023	53,694	–	–	53,694
Accruals	83,089	–	–	83,089
At 31 December 2022	83,089	–	–	83,089

16 Share capital

16 Share capital
		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	750,000	750,000	7,500	7,500

All shares are equally eligible to receive dividends and the repayment of capital and represent one vote at the shareholders’ meeting of the Company.

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.

17 Reserves

Share premium and retained earnings represent balances conventionally attributed to those descriptions. The 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 Group having no regulatory capital or similar requirements, its primary capital management focus is on maximising earnings per share and therefore shareholder return.

The non-controlling interests reserves arises out of amounts due to holders of the B shares in Acceler8 Ventures Subco Limited.

The Directors have proposed that there will be no fi nal dividend in respect of 2023 (2022: £Nil).

18 Share Incentive Plan

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 fi ve year period or upon a change of control of the Company or Subco (whichever occurs fi rst), 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 bene fi ciaries of a put option in respect of their shares in Subco and satis fi ed 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 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 fi ve years from admission or following a change of control of the Company or Subco.

ACCELER8 VENTURES PLC 31

Notes forming part of the Consolidated Financial Statements

continued

19 Share-based payments

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 the Company (at the Company’s election) if certain conditions are met.

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 fi ve 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 value of the options.

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 prior period. No B share options have expired during the current or prior period.

The Group recognised £313 (2022: £313) of expenditure in the statement of total comprehensive income in relation to equity-settled share-based payments in the year.

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 options at the date of grant.

The inputs into the binomial model in respect of options granted in 2021 are as follows:

Opening shareprice	£1
Expected volatility of share price	16.67%
Expected life of options	5 years
Risk-free rate	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 fi fth anniversary of the Group’s admission onto the Main Market of the London Stock Exchange in order for the scheme to vest.

The Group did not enter into any share-based payment transactions with parties other than employees and advisors during the current or prior period.

20 Related party transactions

Transactions with key management personnel

Key management personnel comprise the Directors and executive of fi cers. The remuneration of the individual Directors is disclosed in the Report of the Directors.

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 signi fi cant 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 “professional services” category of administrative expenses in the year.

32 ACCELER8 VENTURES PLC

Notes forming part of the Consolidated Financial Statements

continued

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 fi rst acquisition, at an amount to be agreed between Tessera and the Group. Following completion of the fi rst acquisition, Tessera will provide services as requested by the Group and will charge a fi xed 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 fi nancial statements.

22 Contingent liabilities

There are no contingent liabilities at the reporting date which would have a material impact on the fi nancial statements.

ACCELER8 VENTURES PLC 33

Company Pro fi t and Loss

For the year ended 31 December 2023

	2023	2022
Note	£	£
Administrative expenses	(156,347)	(185,232)
Other operating income 9	99,980	–
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 fi nancial statements.

34 ACCELER8 VENTURES PLC

Company Balance Sheet

As at 31 December 2023

		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 defcit			(624,137)		(568,901)
Shareholders’ funds			113,735		168,658

The Company fi nancial 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 fi nancial statements.

ACCELER8 VENTURES PLC 35

Company Statement of Changes in Equity

For the year ended 31 December 2023

	Share-
	Capital based
	Share Share redemption payment Retained
	capital premium reserve reserve defcit	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 fi nancial statements.

36 ACCELER8 VENTURES PLC

Notes forming part of the Company Financial Statements

For the year ended 31 December 2023

1 Material accounting policies

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in theses fi nancial statements.

The principal policies adopted in the preparation of the Company fi nancial statements are as follows:

(a) Basis of preparation

These fi nancial 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 fi nancial statements are prepared on the historical cost basis.

The comparative fi gures 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 fi nancial 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 speci fi c 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 fi nancial support provided by the Directors. Having also performed additional stress testing on the forecasts, the Directors are comfortable there are also suf fi cient 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 fi nancial 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 fi nancial 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 fi nancial 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.

ACCELER8 VENTURES PLC 37

Notes forming part of the Company Financial Statements

continued

(i) Disclosure exemptions adopted

In preparing these fi nancial statements the Company has taken advantage of disclosure exemptions conferred by FRS101. Therefore, these fi nancial 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 fi nancial statements of Acceler8 Ventures Plc. These fi nancial statements do not include certain disclosures in respect of:

• l Share-based payments

• l Impairment of assets

• l Disclosures required in relation to fi nancial instruments and capital management

(j) Judgements and key areas of estimation uncertainty

In preparing the Company fi nancial 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 fi nancial statements.

2 Employees

Staff costs, including Directors, consist of:

2 Employees Staff costs, including Directors, consist of:
2023	2022
£	£
Wages and salaries43,464	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

3 Interest receivable
	2023	**2022 **
	£	£
Bank interest receivable	1,131	115

38 ACCELER8 VENTURES PLC

Notes forming part of the Company Financial Statements

continued

4 Investment in subsidiaries

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 fi nancial 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	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 fi nancial statements.

ACCELER8 VENTURES PLC 39

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 signi fi cant 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 fi rst acquisition, at an amount to be agreed between Tessera and the Company. Following completion of the fi rst acquisition, Tessera will provide services as requested by the Company and will charge a fi xed 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 fi nancial statements.

11 Post balance sheet events

There are no events subsequent to the reporting date which would have a material impact on the fi nancial statements.

12 Ultimate controlling party

In the opinion of the Directors, there is no single ultimate controlling party.

40 ACCELER8 VENTURES PLC

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