I am pleased to present the financial results for Acceler8 Ventures Plc (“AC8”, the “Company”) and its subsidiary

(together the “Group”) for the year ended 31 December 2025.

the requisite updates to shareholders in due course.

I would like to thank our new subscribers to our recently raised convertible loan notes which closed in August

2025 and most recently, April 2026. With that support, we are well capitalised and remain ideally positioned to

continue to execute our strategy as we work towards completion of the Proposed Transaction.

David Williams

Chairman

29 April 2026

The Directors of the Company present their report for the year ended 31 December 2025.

The Company was incorporated for the purpose of identifying suitable acquisition opportunities in accordance

by the Directors that acquisition opportunities could be with private companies, other listed business, or via the

acquisition of divisional or non-core carve outs. The Company’s strategic aim is to drive shareholder value through

the acquisition of target companies in certain sectors where the Directors believe there to be sustainable growth

entertainment, software and technology, industrials and business services. While the Company retains sector

flexibility regarding its initial acquisition, it is intended that subsequent investments and acquisitions will be of

complementary businesses to that of the initial acquisition. Where target companies are acquired, the Directors

and incoming management teams will seek to drive operational improvements and best practice to unlock revenue

and cost synergies.

The Directors will look to identify opportunities in line with the following parameters:

in certain sectors where the Directors believe there to be sustainable growth opportunities both organically, and

through acquisition. The Company is seeking fundamentally sound assets, where tangible opportunities exist to

drive strategic, operational and performance improvements.

On 29 August 2025, the Company announced that it had successfully raised £380,000 through the issue of

unsecured convertible loan notes (the “2025 Notes”) to support working capital requirements in pursuit of an

initial transaction. The 2025 Notes have an interest rate of 8% per annum that is accrued daily and compounded

annually. Conversion of the 2025 Notes into ordinary shares of the Company is automatic, and immediately prior

to completion of an initial transaction or on the third anniversary of issue if no initial transaction occurs. The

conversion price is the lower of £1.00 per share, and a 30% discount to the prevailing share price (initial

transaction price or 20-day VWAP at the third anniversary of issue).

to hold 0.99 per cent. of the enlarged group share capital at admission to trading on the LSE’s main market (after

the effect of a bonus issue of ordinary shares to AC8 shareholders and the conversion of all outstanding convertible

loan notes).

On 21 April 2026, the Company announced that it had successfully raised £1 million through the proposed issue

of unsecured convertible loan notes (the “2026 Notes”) to support working capital requirements in connection

with the Proposed Transaction. The 2026 Notes have an interest rate of 8% per annum that is accrued daily and

compounded annually. Conversion of the 2026 Notes into ordinary shares of the Company is automatic, and

immediately prior to completion of an initial transaction or on the third anniversary of issue if no initial transaction

occurs. The conversion price on the basis of completion of the Proposed Transaction is 34 pence per share,

otherwise it will be at a 30% discount to the prevailing share price of an alternative initial transaction price or 20-

day VWAP at the third anniversary of issue.

offset by changes in fair value of the embedded derivative liability of £29,545 (2024: nil). The Group and

Company had cash reserves at the end of the year of £209,224 (2024: £113) and net liabilities of £213,140 (2024:

£46,364) and £213,207 (2024: £46,431) respectively following issue of the 2025 Notes.

The 2025 Notes are a hybrid financial instrument whereby a debt host liability component and embedded

derivative liability component was determined at initial recognition. The fair value of the embedded derivative

liability is determined first and the residual amount is assigned to the debt host liability. Thereafter the debt host

liability is valued using the amortised cost basis. The carrying value of the 2025 Notes as at 31 December 2025

was £374,499 (2024: nil). Refer to note 14 for more details on the 2025 Notes.

At this point in the Group’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.

The Directors expect to continue to execute the Group’s strategy in sourcing and assessing acquisition and

annual financial statements. The accompanying financial statements do not include any adjustments that would

The Company has made no charitable donations during the year.

Refer to note 22 of the consolidated financial statements.

During his extensive career, Giles has completed numerous corporate acquisitions as part of buy-and-build

strategies, acquiring private and publicly listed companies, stepping companies up from AIM to the Main Market,

as well as leading on equity and debt financings in support of organic growth and acquisition activity.

The Directors who held office during the year and their beneficial interest in the share capital of the Company at

31 December 2025 were as follows:

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. During the year, £1,333

of Director fees were accrued (2024: £10,339). There are no other benefits paid to Directors outside of their service

In addition to the Directors’ fee entitlements outlined above, the Directors are also participants in the Subco

Incentive Scheme as detailed below.

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.

a put option in respect of their shares in Subco and satisfied either in cash or by the issue of new ordinary shares

at the election of the Company.

Under these arrangements in place, participants are entitled up to 15 per cent. of the Shareholder Value created,

subject to such Shareholder Value having increased by at least 12.5 per cent. per annum compounded over a period

of between three and five years from Admission, or following a change of control of the Company or Subco.

In order to implement the Subco Incentive Scheme, the Company as sole shareholder of Subco, approved the

creation of a new share class in Subco (the "B Shares"). At the same time the Subco’s existing ordinary shares

were redesignated A Shares. The B Shares do not have voting or dividend rights.

On 27 May 2021, David Williams, Chairman of the Company, Giles Willits, a Non-Executive Director of the

Company, and Kathleen Long and Anthony Morris, Directors of Tessera Investment Management Limited

For the purpose of this report, the terms “we” and “our” denote MHA in relation to UK legal, professional and

regulatory responsibilities and reporting obligations to the members of Acceler8 Ventures Plc. For the purposes

of the table on pages 16 to 18 that sets out the key audit matters and how our audit addressed the key audit

matters, the terms “we” and “our” refer to MHA. The Group financial statements, as defined below, consolidate

the accounts of Acceler8 Ventures Plc and its subsidiary (the “Group”). The “Parent Company” is defined as

Acceler8 Ventures Plc, as an individual entity. The relevant legislation governing the Parent Company is

Companies (Jersey) Law 1991.

The financial reporting framework that has been applied in the preparation of the Group financial statements is

applicable law and International Financial Reporting Standards as adopted by the United Kingdom (“IFRS”). The

financial reporting framework that has been applied in the preparation of the Parent Company financial statements

is applicable law and United Kingdom Accounting Standards, including FRS 101 Reduced Disclosure Framework

(United Kingdom Generally Accepted Accounting Practice).

In our opinion:

Our opinion is consistent with our reporting to the Board of Directors.

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 Responsibilities

for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance

with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the

FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our ethical responsibilities in

accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

and represent material uncertainties that may cast significant doubt on the Company’s ability to continue as a

going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of

accounting in the preparation of the financial statements is appropriate.

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:

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the

Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit

of the financial statements of the current period and include the most significant assessed risks of material

misstatement (whether or not due to fraud) that we identified. These matters included those matters which had

the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts

of the engagement team. These matters were addressed in the context of our audit of the financial statements as

a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In

addition to the matter described in the Material Uncertainty related to going concern section, we have

user of those financial statements. Misstatements below these levels will not necessarily be evaluated as

immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of

their occurrence, when evaluating their effect on the financial statements as a whole. Materiality is used in

planning the scope of our work, executing that work and evaluating the results.

Materiality in respect of the Group was set at £10,500 (2024: £2,300) which was determined on the basis of 5%

(2024: 5%) of the Group’s net liabilities (2024: net assets). Materiality in respect of the Parent Company was set

at £10,400 (2024: £2,200), determined on the basis of 5% of the Parent Company’s net liabilities less £100 in

order to reduce component materiality to a figure lower than group materiality (2024: 5% of the Parent

of materiality as this is a key area of the financial statements and is the metric by which the performance and

users assess the ability of the Group and Parent Company in continuing in their search for suitable acquisition

Performance materiality is the application of materiality at the individual account or balance level, set at an

the above materiality and at £7,250 (2024: £1,510) for the Parent Company which represents 70% of the above

materiality levels less £100 in order to reduce component performance materiality to a figure lower than group

performance materiality in accordance with ISA 600 (2024: 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 £525 in respect of the Group and

Parent Company to the Board of Directors as well as differences below this threshold that in our view warranted

reporting on qualitative grounds.

Our assessment of audit risk, evaluation of materiality and our determination of performance materiality sets our

We undertook a full scope audit on the complete financial information of 1 component, selected based on size

and risk characteristics, and specified audit procedures on particular aspects and balances on the other

component.

Company, which are relevant to our audit, such as those relating to the financial reporting cycle.

conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the

misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that