2549008KZ7HM27V4O637-2024-06-30-en.xhtml

MANAGEMENT REPORT

We present to shareholders the audited consolidated financial statements of Marwyn Acquisition Company II

Limited (the “Company”) for the year ended 30 June 2024 (the “Financial Statements”), consolidating the results

of Marwyn Acquisition Company II Limited and its subsidiaries; MAC II (BVI) Limited, and MAC II UK Limited

(collectively, the “Group”or “MAC”).

Acquisition of InvestAcc

On 28 June 2024, the Company announced that its subsidiary, MAC II UK Limited, had entered into binding

agreements to acquire 100 per cent. of the issued share capital of InvestAcc Group Limited (“InvestAcc”), a

leading pensions services provider, for £41.5 million, representing an enterprise value of approximately £36

million on a cash-free debt-free basis (the “Acquisition”), partly funded via a £30 million institutional placing and

subscription (effective 4

July 2024) and the issue of 6,150,911 consideration shares (“Consideration

Shares”). The Acquisition is subject to the approval of the Financial Conduct Authority (“FCA”), on receipt of

which the Acquisition will complete (“Completion”). On Completion, the Company intends to change its name

to InvestAcc Group Limited.

InvestAcc was founded in 1992 by CEO Nick Gardner as DHC Brokers Ltd. Initially it serviced the financial planning

requirements of one of Cumbria's accountancy practises. The business is now a leading UK personal pension

administrator, having a proven track record of delivering exceptional customer service, scalable operations and

infrastructure, a strong financial profile and a sustainable organic growth trajectory. All of the management

team, including the founder, are expected to stay with the business post completion. InvestAcc has two principal

subsidiaries, InvestAcc Pension Administration Limited ("IPA") and Vesta Wealth Limited ("Vesta").

IPA offers Self Invested Personal Pension (“SIPP”) and Small Self Administered Scheme (“SSAS”) products

distributed primarily through Independent Financial Advisers (“IFAs”) throughout the UK, with over 1,000

supporting advisers. With the exception of UK fixed term deposit accounts, IPA does not accept any new non-

standard assets into any of its schemes. IPA’s flagship plan is the “Minerva SIPP”, which is a full SIPP allowing

investment in any permitted standard asset. The "SIPP Lite" scheme is a lower cost, simpler SIPP and allows

investment in a single investment, such as a discretionary fund manager portfolio plus a bank account. Vesta is

a chartered financial planner that offers holistic advice to a wide range of customers. It provides initial and

ongoing advice under service agreements with over £450 million of Assets Under Administration (“AuA”).

Strategic Rationale and market opportunity

MAC's strategy is to build the UK's leading specialist pensions administration business in the public markets with

an initial focus on the SIPP segment, a highly attractive investment opportunity. InvestAcc is the first and key

step in executing this strategy.

1. InvestAcc is a highly scalable platform business: an award-winning provider of SIPP and SSAS services

in the UK with a strong commitment to high quality customer service and outcomes. This is evidenced

by their customer service score of 96 per cent., winning best pension service provider four years running

between 2020 and 2023, and winning the best SIPP provider in 2023. The business provides the optimal

strategic platform to create value, possessing scalable operations and infrastructure, a strong financial

profile - generating £8.8 million of revenue and £3.6 million of adjusted Earnings before interest tax

depreciation and amortisation (“EBITDA”) for FY23 - and a sustainable organic growth trajectory. The

Acquisition represents a unique opportunity to develop the UK's leading specialist pensions

administration business with an initial focus on the SIPP Segment.

2. Long term structural market growth: favourable macroeconomic trends and the evolution of the

pension industry have created a drive towards personal pensions (including SIPPs). Total SIPP market

AuA are expected to grow at an 8% Compound Annual Growth Rate (“CAGR”) over the next 5-years

from c.£500 billion to c.£750 billion.

3. Excellent underlying business fundamentals: Full SIPP administrators typically have a customer

retention rate of above 90 per cent., creating an ongoing fee-based revenue stream. The average SIPP

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MANAGEMENT REPORT

plan lasts for more than 25 years, benefitting from embedded growth through contractual inflation-

linked fees. Industry average EBITDA margins exceed 30 per cent. with strong cashflow conversion.

4. Near term M&A consolidation opportunity with a robust pipeline: there is a highly attractive mergers

and acquisitions (“M&A”) landscape for acquiring Full SIPP and Simple SIPP administrators across a

range of sellers. Regulatory pressure, underpinned by a push for higher levels of consumer duty care,

as well as vendor needs, are driving the sector to consolidate actively. MAC has a robust pipeline

primarily sourced directly by the management team who are in active discussions in relation to five

potential acquisitions with vendors which combined could deliver more than £20 billion of AuA and

45,000 customers in 2024 and 2025.

5. A sector leading team with M&A track record: the Company's management team have over 65 years

of combined operational and strategic experience in the financial services and wealth sector, and have

led multiple successful transactions. The MAC management team are supported by Marwyn's M&A and

capital markets expertise, who have a track record of successful public market fund raises, having raised

over £3.9 billion to date across 12 comparable vehicles delivering £4.9 billion in gross equity profits for

investors.

Results

The Group’s total comprehensive loss for the year to 30 June 2024 was £2,971,103 (2023: £3,527,899). Of the

costs incurred in the year, £115,500 (2023: £2,017,600) relates to non-recurring project costs and £1,717,914

(2023: £nil) of acquisition related costs as disclosed in Note 6 of these Financial Statements. The Group held a

cash balance at the year end of £6,461,475 (2023: £7,783,448).

During the year reported in these Financial Statements, the Group had not acquired an operating business and

as such only generated interest income on its bank deposits.

Historic financial information on InvestAcc is included in the prospectus issued in respect of the Acquisition dated

1 July 2024 (the “Prospectus”), and its results will be consolidated by the Company from Completion.

Dividend Policy

The Company has not yet adopted a dividend policy, however, as set out in the Prospectus, the Directors

recognise the importance of dividends to investors, both as a key component of shareholder value creation and

as a discipline on the business of the Company. The board of Directors (the “Board”) will determine the

appropriate dividend policy following Completion, but it expects to adopt a progressive dividend policy.

The Company has stated, that subject to Completion, the Company will announce its dividend policy at the same

time as it publishes its interim results for the interim financial period to 31 December 2024. The Board intends

that such policy will stipulate that, for financial years of the Company following the adoption of such policy, any

interim dividends paid by the Company will be equal to one third of the total dividend (interim plus final) paid

by the Company in the prior financial year.

Key Performance Indicators

As at the date of this report, the Company has not yet acquired a trading business and therefore no key

performance indicators have been set. Following Completion, the Directors will formally adopt key performance

indicators for the consolidated performance of MAC and InvestAcc (the “Enlarged Group”).

Stated Capital and significant shareholdings

Details of the stated capital of the Company during the year are set out in Note 15. At the balance sheet date,

the Company had in issue 700,000 Ordinary Shares and matching warrants, 12,000,000 A Shares and matching

warrants and 1 Sponsor Share.

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MANAGEMENT REPORT

As disclosed in Note 22, on 4 July 2024 the placing and subscription in relation to the Acquisition were completed

which resulted in the following changes to stated capital and warrants;

x the Company issued 30,000,000 New Ordinary Shares of no par value for £30 million in cash in order

to fund the Acquisition;

x the 12,000,000 A Shares managed by Marwyn Investment Management LLP (“MIM LLP”) on behalf of

funds under discretionary management were converted into New Ordinary Shares; and

x the 12,000,000 A Warrants held by MIM LLP on behalf of funds under discretionary management were

surrendered and cancelled.

Following these transactions, as at the date of this report, the Company has in issue 42,700,000 Ordinary Shares

of no par value and 700,000 ordinary warrants.

On Completion of the acquisition, the 6,150,911 Consideration Shares will be issued. The Consideration Shares

will be subject to a 12 month Lock-in Period, with a requirement that any sale of Consideration Shares in the 12

months following the end of the Lock-in Period (the “Restricted Period”) may only be made on the basis that an

orderly market in the Ordinary Shares is maintained.

The table below shows significant shareholders at the balance sheet date, at the date of this report and, based

on the significant shareholders at the date of this report, the expected interests held following the issuance of

the Consideration Shares.

Significant shareholder Interest at the

Balance Sheet

date

Interest at the

date of this

report

Expected interest

following issuance

of Consideration

Marwyn Investment Management LLP 75.0%

68.4%

59.8%

Nicholas Gardner -

12.7%

M&G Investment Management (Recovery) -

4.7% 4.1%

M&G Investment Management (Small Cap) -

4.7% 4.1%

River Global Investors LLP -

4.6% 4.0%

Dowgate Wealth Management -

3.9% 3.4%

Killik & Co. LLP -

3.5% 3.1%

Octopus Investments -

3.0% 2.7%

Avril Palmer-Baunack 4.9%

1.3% 1.1%

Tim Lampert 4.9%

0.3% 0.3%

Simon Vivian 4.9%

0.3% 0.3%

Darren Throop 4.9%

0.1% 0.1%

Corporate Governance

The Board is committed to maintaining high standards of corporate governance. At the date of this report, the

Company has not yet completed its platform acquisition, and therefore given the size and nature of the Group,

the Directors have decided not to adopt the UK Corporate Governance Code nor to establish committees until

Completion.

During the year and subsequently, the Company complied with the following principles of the UK Corporate

Governance Code:

x The Company is led by an effective and entrepreneurial Board, whose role is to promote the long term

sustainable success of the Company, generating value for shareholders and contributing to wider

society;

x The Board ensures that it has the policies, processes, information, time and resources it needs in order

to function effectively and efficiently; and

x The Board ensures that the necessary resources are in place for the Company to meet its objectives and

measure performance against them.

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MANAGEMENT REPORT

The Company had always committed to revisiting its compliance with the UK Corporate Governance Code at

around the time of a platform acquisition. As set out in the Prospectus, the Company has committed to adopt

the UK Corporate Governance Code on Completion, establishing Audit, Risk, Nomination and Remuneration

Committees and to appoint at least three non-executive directors on or around Completion.

Directors

The Directors of the Company who served during the year and to the date of this report are:

Mark Hodges (Chair);

Will Self (Chief Executive Officer);

James Pearce (Chief Financial Officer) (appointed 23 May 2024)

James Corsellis (Non-Executive Director); and

Cathryn Riley (Non-Executive Director) (resigned 23 May 2024).

Directors’ Biographies

Mark Hodges has over 30 years’ experience across the financial services and consumer sectors, including

extensive FTSE 100 board experience with Centrica plc and Aviva plc. He was also CEO of ReAssure (which he

sold to Phoenix for £3.25 billion), Centrica’s consumer division (including British Gas), Towergate Insurance, and

Aviva UK. Mark is currently the independent non-executive chairman of the Royal Sun Alliance Insurance Group,

a wholly owned subsidiary of the Intact Finance Corporation.

Will Self has extensive experience across pension and retirement services sectors. He was previously Chief

Executive Officer of Suffolk Life and Chief Commercial Officer of Cofunds (both divisions of Legal & General), and

subsequently CEO of Curtis Banks Group plc. During his time at Suffolk Life, Will led one of the SIPP industry’s

first consolidation initiatives including the acquisition of the full SIPP book from Pointon York in 2012, the merger

with Curtis Banks in 2016, and the acquisition of Talbut and Muir. Will is also a Trustee of the Seckford Foundation

and serves as Deputy Chair to the FCA Small Business Practitioner Panel. He holds an MBA from Cranfield School

of Management.

James Pearce has experience in the pensions and insurance industry, and in capital markets. He was previously

CFO of the Pension SuperFund and Director of Group Finance at Just Group plc. He is a Chartered Accountant

and held managing director roles at JP Morgan Cazenove and UBS.

James Corsellis is Managing Partner of Marwyn Capital and Chief Investment Officer of MIMLLP He brings

extensive public company experience, management and corporate finance expertise across a range of sectors,

and an extensive network of relationships with coinvestors, advisers and other business leaders. He is chairman

of Marwyn Acquisition Company III Limited and MAC Alpha Limited, and a director of 450 plc and Silvercloud

Holdings Limited. Previously he has served as Chairman of Entertainment One, CEO of icollector plc; and as a

non-executive director of BCA Marketplace, Advanced Computer Software and Breedon Aggregates.

Risk management and internal control systems

During the financial year, prior to work commencing on the Acquisition, the Company had in place a robust risk

framework which identified and assessed the risks faced by the business whilst it was a cash shell. The Company’s

risk management framework incorporated a risk assessment that identified and assessed the strategic,

operational and financial risks facing the business and their mitigating controls. The risk assessment was

documented through a risk register which categorised the key risks faced by the business into:

• Business risks;

• Shareholder risks;

• Financial and procedural risks; and

• Risks associated with an acquisition.

As part of the Acquisition, the Directors, with the support of their advisers, considered and documented the

ongoing risk management framework for the Enlarged Group, both identifying the key risks facing the Company

during this interim period whilst the Company is seeking change in control approval from the FCA, and

subsequently following Completion where the Company will have operational control of InvestAcc.

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The Prospectus identifies and describes a wide range of risks facing the business as at the date of this report,

and also those relating to the Enlarged Group (including the Company, its subsidiaries and the InvestAcc Group)

following Completion. The prospectus is available to view at www.marwynac2.com/investors.

The risk assessment performed as part of the Acquisition identifies the potential impact and likelihood of each

of the risks detailed on the risk register and mitigating factors/actions have also been identified along with key

risk indicators that will enable the Company’s management to monitor the risks posed. The risk matrix groups

risks into strategic risks, operational risks, shareholder risks and risks which impact the financial position and

prospects.

The Company’s risk management process includes both formal and informal elements. The size of the Board and

the frequency in which they interact ensures that risks, or changes to the nature of the Company’s existing risks,

are identified, discussed and analysed quickly. The Company’s governance framework, including formal periodic

board meetings with standing agendas, ensures that the Company has a formal framework in place to manage

the review, consideration and formal approval of the risk register, including risk assessment.

At the date of this report, the Board of Directors is responsible for the risk management framework of the Group,

and on at least an annual basis the Enlarged Group’s risk matrix is tabled for review and consideration. Effective

on Completion, the Company will establish a Risk Committee who will be delegated responsibility for the risk

management of the Enlarged Group. The Risk Committee will comprise of a minimum of two independent non-

executive directors who are expected to be appointed on, or shortly after, Completion.

The Directors have set out below the principal risks faced by the business at the date of this report. These are

the risks the Directors consider to be most relevant to the Company based on its current status. The risks referred

to below do not purport to be exhaustive and are not set out in any particular order of priority.

Key risk Explanation

Successful

completion &

integration of

InvestAcc Limited

It is possible that the Group may not obtain the relevant regulatory clearances

(including but not limited to the approval or authorisation of the Acquisition from the

FCA), or that they may not be obtainable prior to the Acquisition Long Stop Date, or that

they may only be obtained subject to certain conditions or undertakings, such as the

disposal of parts of the Avanti Group business, which may not be acceptable to the

Group.

Follow-on

acquisitions

The Company intends to make further acquisitions of companies or books of business

which may divert management attention away from the successful integration of the

Enlarged Group.

In addition, further acquisitions may involve risks of undisclosed liabilities and

integration issues that are not revealed in the due diligence process. It could also result

in the incurrence of additional indebtedness, costs, contingent liabilities, and

impairment and amortisation expenses related to goodwill and other intangible assets.

The success of future follow-on acquisitions will also rely on their successful integration

to the Enlarged Group.

The Company may

be unable to obtain

additional funding

needed to

implement its

strategy.

There may be significant competition for some or all of the acquisition opportunities

that the Company may explore. The Company intends to seek additional sources of

financing (equity and/or debt) to implement its strategy. There can be no assurance

that the Company will be able to raise those funds, whether on acceptable terms or at

all which may prevent the desired growth plans for the Enlarged Group from being

achieved and may have a negative impact on the Company’s reputation.

The Company

could incur costs

for transactions

that may ultimately

be unsuccessful

There is a risk that the Company may incur substantial legal, financial and advisory

expenses arising from unsuccessful transactions which may include public offer and

transaction documentation, legal, accounting and other due diligence.

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Regulatory change The Enlarged Group will operate in an industry which is subject to the regular

introduction of new laws and regulation as well as retrospective changes to existing

laws. Changes in government policy, legislation or regulatory interpretation applying to

com

panies in the financial services industry in the UK, which may be applied

retrospectively, may adversely affect the Enlarged Group’s product range, distribution

channels, capital requirements and, consequently, results and financing requirements.

Directors’ interests

At the balance sheet date, the Directors had no direct interests in the Ordinary Shares of the Company, however,

Mark Hodges and Will Self both participated in the equity fundraise in respect of the Acquisition, acquiring

150,000 and 50,000 New Ordinary Shares respectively on 4 July 2024.

All of the Directors have interests in the Company’s long term incentive plan, as detailed in Note 18 to the

Financial Statements.

James Corsellis is the Chief Investment Officer of MIM LLP which, at the balance sheet date, managed 75 per

cent. of the Ordinary Shares and matching warrants, and 100% of the A Shares and matching A Warrants, and 1

sponsor share. As set out in Note 22 of these Financial Statements, the Company issued 30,000,000 New

Ordinary Shares in respect of the Acquisition and the 12,000,000 A shares in issue were converted to Ordinary

Shares and matching A Warrants were redeemed and cancelled. As a result, as at the date of this report MIM

LLP manages 68.4% of the Company’s Ordinary Shares and 1 sponsor share. MIM LLP’s ordinary shareholding

will fall to 59.8% upon issue of the Consideration Shares at Completion. James Corsellis is also the managing

partner of Marwyn Capital LLP, a firm which provides corporate finance advice, company secretarial services and

ad-hoc managed services support to the Company.

Details of the related party transactions which occurred during the year are disclosed in Note 19 to the Financial

Statements, save for the participation in the Company’s long term incentive plan as disclosed in Note 18 to the

Financial Statements.

There were no loans or guarantees granted or provided by the Company and/or any of its subsidiaries to or for

the benefit of any of the Directors.

Statement of Going Concern

The Financial Statements have been prepared on a going concern basis, which assumes that the Group will

continue to be able to meet its liabilities as they fall due. The Directors have considered the financial position of

the Group and have reviewed forecasts and budgets for a period of at least 12 months following the approval of

the Financial Statements, and, in respect of the Acquisition and publication of the Prospectus, and the application

to the FCA in respect of change in control approval, the Company looked at a period of three years following

Completion.

At 30 June 2024, the Group has net assets of £1,832,896 (2023: £4,749,829), net assets excluding warrant

liabilities of £3,920,896 (2023: £7,416,829) and a cash balance of £6,461,475 (2023: £7,783,448). As disclosed in

more detail in note 22 of these Financial Statements, on the 4th July 2024, the Company raised £30,000,000

through the placing of 30,000,000 New Ordinary Shares, at a price of £1 per share and the net proceeds from

the placing were received into the Company’s bank account on this date.

Should Completion not occur, the Company has sufficient resources to continue to pursue its investment strategy

which may include effecting a merger, share exchange, asset acquisition, share or debt purchase, reorganisation

or similar business combination with one or more businesses. Should Completion occur, the Company has

sufficient resources to complete the Acquisition and operate the Enlarged Group.

The Directors have considered macro environmental factors that have impacted both the global and domestic

economy, in making their assessment of the Company’s ability to continue as a going concern both with, and

without Completion occurring.

Based on their review the Directors have concluded that there are no material uncertainties relating to going

concern status of the Group and as such the Financial Statements have been prepared on a going concern basis,

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MANAGEMENT REPORT

which assumes that the Group will continue to be able to meet its liabilities as they fall due within the next 12

months from the date of approval of the Financial Statements.

Outlook

Subject to Completion, the acquisition of InvestAcc provides an excellent platform from which to execute a buy

and build strategy in the pensions administration sector. We have long admired InvestAcc Group, which has a

strong market reputation and a loyal and growing customer base.

With a greater focus on savings, changing demographics and a growing reliance on the family, the pensions

administration industry plays an important role in securing financial independence and security for customers

over the long-term.

The Company has appointed Allan Dibble as Chief Commercial Officer (“CCO”), and subject to regulatory

approval he will commence his role in September 2024. Allan brings over 20 years of experience in post-merger

integration and strategic transformation in financial services, primarily in the life insurance, savings and

retirement sectors. Allan’s expertise will prove invaluable as we look forward to investing further in InvestAcc's

proposition and unlocking an ambitious M&A agenda to build the UK's leading specialist pensions administrator.

In addition, James Keely was appointed as Chief Risk Officer on 20 August 2024. He had worked closely with the

Directors, supporting the Company with the Acquisition and subsequent FCA application as a consultant. James

was Chief Risk Officer at Curtis Banks Group plc until January 2024. James was the FCA approved person for Risk,

Compliance and the Money Laundering Reporting Officer for the regulated entities within the Curtis Banks

Group, three FCA approved pension providers and a PRA/FCA dual regulated insurance company. He has over

twenty years of experience in senior risk, governance and regulatory roles within the financial services sector,

including significant involvement in various mergers and acquisitions of pension providers.

The Board has a number of active conversations in respect of potential opportunities in progress and we look

forward to updating shareholders in due course.

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RESPONSIBILITY STATEMENT

The Directors are responsible for preparing the consolidated financial statements in accordance with applicable

laws and regulations,

including the BVI Business Companies Act, 2004. The Directors have prepared the financial

statements for the year to 30 June 2024, which present fairly the state of affairs of the Group and the profit or

loss of the Group for that year.

The Directors have acted honestly and in good faith and in what the Directors believes to be in the best interests

of the Company.

The Directors have chosen to use International Financial Reporting Standards as adopted by the European Union

("EU adopted IFRS" or “IFRS”) in preparing the Group’s Financial Statements. International Accounting Standard

1 requires that the Financial Statements present fairly for each financial year the group’s financial position,

financial performance and cash flows. This requires the faithful presentation of the effects of transactions, other

events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income

and expenses set out in the International Accounting Standards Board’s “Framework for the preparation and

presentation of financial statements”. In virtually all circumstances, a fair presentation will be achieved by

compliance with all applicable EU adopted IFRS.

A fair presentation also requires the Directors to:

x select consistently and apply appropriate accounting policies;

x present information, including accounting policies, in a manner that provides relevant, reliable,

comparable and understandable information;

x make judgements and accounting estimates that are reasonable and prudent;

x provide additional disclosures when compliance with the specific requirements in EU adopted IFRS is

insufficient to enable users to understand the impact of particular transactions, other events and

conditions on the entity’s financial position and financial performance;

x state that the Group has complied with EU adopted IFRS, subject to any material departures disclosed

and explained in the financial statements; and

x prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that

the Company will continue in business.

The Directors are also required to prepare financial statements in accordance with the rules of the London Stock

Exchange for companies trading securities on the Stock Exchange.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at

any time the financial position of the Group, for safeguarding the assets, for taking reasonable steps for the

prevention and detection of fraud and other irregularities and for the preparation of financial statements.

Financial information is published on the Group’s website. The maintenance and integrity of this website is the

responsibility of the Directors; the work carried out by the auditor does not involve consideration of these

matters and, accordingly, the auditor’s accept no responsibility for any changes that may occur to the Financial

Statements after they are presented initially on the website. Legislation in the British Virgin Islands governing

the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors’ Responsibilities Pursuant to DTR4

In compliance with the Listing Rules of the London Stock Exchange, the Directors confirm to the best of their

knowledge:

x The Financial Statements have been prepared in accordance with EU adopted IFRS, and give a true and

fair view of the assets, liabilities, financial position and profit and loss of the Group; and

x The management report includes a fair review of the development and performance of the business

and the financial position of the group, together with a description of the principal risks and

uncertainties that they face.

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RESPONSIBILITY STATEMENT

Independent Auditor

Baker Tilly Channel Islands Limited ("BTCI") remains the Company's independent auditor for the year ended 30

June 2024 and has expressed its willingness to continue to act as auditor to the Group.

Disclosure of Information to Auditor

Each of the Directors in office at the date the Report of the Directors is approved, whose names and functions

are listed in the Report of the Directors, confirm that, to the best of their knowledge:

• the Financial Statements, which have been prepared in accordance with EU adopted IFRS, present fairly

the assets, liabilities, financial position and loss of the Group;

• the Report of the Directors includes a fair review of the development and performance of the business

and the position of the Group and Company, together with a description of the principal risks and

uncertainties that it faces;

• so far as they are aware, there is no relevant audit information of which the Group’s auditor is unaware;

and

• they have taken all the steps that they ought to have taken as a Director in order to make themself

aware of any relevant audit information and to establish that the Group’s auditor is aware of that

information.

This Directors’ Report was approved by the Board of Directors on 30 August 2024 and is signed on its behalf.

By Order of the Board

Mark Hodges

Chair

30 August 2024

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INDEPENDENT AUDITOR’S REPORT

Independent auditor’s report to the members of Marwyn Acquisition Company II Limited

Opinion

We have audited the consolidated financial statements of Marwyn Acquisition Company II Limited (the

‘Company’) and its subsidiaries (together the ‘Group’), which comprise the consolidated statement of financial

position as at 30 June 2024, and the consolidated statement of comprehensive income, consolidated statement

of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the

consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements:

x give a true and fair view of the consolidated financial position of the Group as at 30 June 2024, and of its

consolidated financial performance and its consolidated cash flows for the year then ended in accordance

with International Financial Reporting Standards as adopted by the European Union (IFRSs); and

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

amended.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs) and applicable law.

Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of

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

with the ethical requirements that are relevant to our audit of the consolidated financial statements in Jersey,

including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with

these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

Key Audit Matters

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

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

material misstatement (whether or not due to fraud) identified by us, including those which had the greatest

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

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

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these

matters.

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INDEPENDENT AUDITORS REPORT

Key audit matter

How our audit addressed the

matter

Key observations communicated

to those charged with

governance

Equity and Warrants Issuance

The warrants issued to investors

are subject to judgement in both

classification and valuation.

The classification of the warrants

is complex and must consider the

nature and details of the

instrument contracts to

determine the correct

classification between equity and

liabilities.

Further the fair value of these

warrants was determined using

the Black Scholes option pricing

methodology which considered

the exercise price, expected

volatility, risk free rate, expected

dividends and expected term of

the warrants which is complex

and involves estimates and

judgements.

Financial statement impact:

£2,088,000 (PY: 2,667,000).

The accounting policies in note 2

sets out the treatment applied by

management, and related

disclosures are presented in note

14.

Classification

We obtained an understanding of

management’s assessment of the

classification of these instruments

and the rationale for their

classification.

We critically reassessed whether

the facts and circumstances

remain unchanged during the

current period, to ensure the

classification remained

appropriate.

Valuation

We obtained the valuation report

prepared by management’s

expert and reviewed the

credentials and inputs used.

We reviewed and validated the

assumptions, methodology and

calculations in respect of the

valuation of the instruments and

confirmed it was in accordance

with the requirements of IFRS 9

and IFRS 13.

We also inspected the scoping

sections of the management

expert reports to ensure the

procedures were for the

appropriate purpose.

Disclosure

We reviewed the relevant

disclosures in the consolidated

financial statements in

accordance with the

requirements of the IFRS as

adopted by the European Union

and performed a financial

statement disclosure checklist

utilising specialist software.

Based on the procedures

performed, we are satisfied that

management’s judgements and

estimates in respect of the

valuation and classification of

warrants for the year ended 30

June 2024, along with the related

disclosures in the consolidation

financial statements, are

appropriate.

We have nothing further to report

to those charged with governance

from our testing.

Our Application of Materiality

Materiality for the consolidated financial statements as a whole was set at £73,000 (PY: £189,000), determined

with reference to a benchmark of net assets, of which it represents 4% (PY: 4%).

In line with our audit methodology, our procedures on individual account balances and disclosures were

performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that

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individually immaterial misstatements in individual account balances add up to a material amount across the

consolidated financial statements as a whole.

Performance materiality was set at 70% (PY: 70%) of materiality for the consolidated financial statements as a

whole, which equates to £51,000 (PY: £132,000). We applied this percentage in our determination of

performance materiality because we did not identify any factors indicating an elevated level of risk.

We reported to the Board of Directors any uncorrected omissions or misstatements exceeding £3,600 (PY:

£9,400), in addition to those that warranted reporting on qualitative grounds.

The work on all the components was performed by the Group audit team.

Conclusions relating to Going Concern

In auditing the consolidated financial statements, we have concluded that the Directors’ use of the going concern

basis of accounting in the preparation of the consolidated financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or

conditions that, individually or collectively, may cast significant doubt on the Group’s ability to continue as a

going concern for a period of at least twelve months from when the consolidated financial statements are

authorised for issue.

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

relevant sections of this report.

Other Information

The other information comprises the information included in the annual report other than the consolidated

financial statements and our auditor's report thereon. The Directors are responsible for the other information

contained within the annual report. Our opinion on the consolidated financial statements does not cover the

other information and, except to the extent otherwise explicitly stated in our report, we do not express any form

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

whether the other information is materially inconsistent with the consolidated financial statements or our

knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify

such material inconsistencies or apparent material misstatements, we are required to determine whether this

gives rise to a material misstatement in the consolidated financial statements themselves. If, based on the work

performed, we conclude that there is a material misstatement of this other information, we are required to

report that fact.

We have nothing to report in this regard.

Responsibilities of the Directors

As explained more fully in the Directors’ responsibilities statement set out on page 9 and 10, the Directors are

responsible for the preparation of consolidated financial statements that give a true and fair view in accordance

with IFRSs, and for such internal control as the Directors determine is necessary to enable the preparation of

consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s ability

to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless management either intends to liquidate the Company or to cease operations,

or has no realistic alternative but to do so.

The Directors are responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can

arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably

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be expected to influence the economic decisions of users taken on the basis of these consolidated financial

statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

x Enquiry of management to identify any instances of non-compliance with laws and regulations, including

actual, suspected or alleged fraud;

x Reading minutes of meetings of the Board of Directors;

x Review of legal invoices;

x Review of management’s significant estimates and judgements for evidence of bias;

x Review for undisclosed related party transactions;

x Obtained and reviewed bank statements as well as reviewed ledgers and minutes to ensure finance income

is complete and as per our expectations;

x Using analytical procedures to identify any unusual or unexpected relationships; and

x Undertaking journal testing, including an analysis of manual journal entries to assess whether there were

large and/or unusual entries pointing to irregularities, including fraud.

The Company is required to include these financial statements in an annual financial report prepared using the

single electronic reporting format specified in the TD ESEF Regulation. The auditor’s report provides no assurance

over whether the annual financial report has been prepared in accordance with that format.

A further description of the auditor’s responsibilities for the audit of the financial statements is located at the

Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities.

This description forms part of our auditor’s report.

Other Matters which we are Required to Address

We were appointed by Marwyn Acquisition Company II Limited to audit the consolidated financial statements.

Our total uninterrupted period of engagement is 3 years.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group and we remain

independent of the Group in conducting our audit. Our audit opinion is consistent with the additional report to

the board in accordance with ISAs.

Use of this Report

This report is made solely to the Members of the Company, as a body, in accordance with our letter of

engagement dated 24 July 2024. Our audit work has been undertaken so that we might state to the Members

those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest

extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and its

Members, as a body, for our audit work, for this report, or for the opinions we have formed.

Sandy Cameron

For and on behalf of Baker Tilly Channel Islands Limited

Chartered Accountants

St Helier, Jersey

Date: 30 August 2024

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL INFORMATION

Marwyn Acquisition Company II Limited (the “Company”) was incorporated on 31 July 2020 in the British Virgin

Islands ("BVI") as a BVI business company (registered number 2040956) under the BVI Business Company Act,

2004. The Company was listed on the Main Market of the London Stock Exchange on 4 December 2020 and has

its registered address at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British

Virgin Islands and UK establishment (BR022831) at 11 Buckingham Street, London WC2N 6DF.

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share or debt

purchase, reorganisation or similar business combination with one or more businesses. The Company has two

subsidiaries, MAC II (BVI) Limited and MAC II UK Limited (together with the Company, the "Group").

As set out in the Management Report, the Company announced on 28 June 2024 that it had entered into binding

agreements to acquire 100% of the issued share capital of InvestAcc Group Limited. The Acquisition is partly

funded via a £30 million institutional placing and subscription (effective 4

July 2024) and the issue of 6,150,911

Consideration Shares.

2. MATERIAL ACCOUNTING POLICIES

(a) Basis of preparation

The Financial Statements for the year ended 30 June 2024 have been prepared in accordance with International

Financial Reporting Standards and IFRS Interpretations Committee interpretations as adopted by the European

Union (collectively, "EU adopted IFRS" or “IFRS”) and are presented in British pounds sterling, which is the

presentational currency of the Group. The Financial Statements have been prepared under the historical cost

basis, except for the revaluation of certain financial instruments that will be measured at fair value at the end of

each reporting year, as explained in the accounting policies below.

The principal accounting policies adopted in the preparation of the Financial Statements are set out below. The

policies have been consistently applied throughout the current and prior year presented.

(b) Going concern