REG - MAC Alpha Limited - Interim Financial Statements to 31 December 2025
17/03/2026 16:00
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RNS Number : 0091X MAC Alpha Limited 17 March 2026
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LEI number: 254900LOBYWJWYSAB947
17 March 2026
MAC Alpha Limited
(the "Company")
Interim Financial Statements for the period ended 31 December 2025
The Company announces the publication of its Interim Financial Statements for
the period ended 31 December 2025.
The Interim Financial Statements are also available on the 'Shareholder
Documents' page of the Company's website at www.mac-alpha.com
(http://www.mac-alpha.com) .
Enquiries:
Company Secretary
Antoinette Vanderpuije - 020 7004 2700
MAC ALPHA LIMITED
Unaudited Interim
Condensed Consolidated Financial Statements for the six months ended 31
December 2025
MANAGEMENT REPORT
We present to shareholders the unaudited condensed consolidated financial
statements of MAC Alpha Limited (the "Company") for the six months to 31
December 2025 (the "Interim Financial Statements"), consolidating the results
of MAC Alpha Limited and its subsidiary, MAC Alpha (BVI) Limited (the
"Subsidiary") (collectively, the "Group").
Strategy and Activity
The Company was incorporated on 11 October 2021 and subsequently listed on the
Main Market of the London Stock Exchange on 24 December 2021. The Company has
been formed for the purpose of effecting a merger, share exchange, asset
acquisition, share or debt purchase, reorganisation, or similar business
combination with one or more businesses.
The Company's objective is to generate attractive long term returns for
shareholders and to enhance value by supporting sustainable growth,
acquisitions, and performance improvements within the acquired companies.
On 6 October 2025, the Company announced the appointment of Avril
Palmer-Baunack as Chairman. Avril brings a wealth of experience in the
automotive, support services, engineering and insurance sectors.
Accordingly, the Company continues to consider platform acquisition
opportunities across a variety of sectors (Automotive & Transport,
Business-to-Business Services, Clean Technology, Consumer & Luxury Goods,
Financial Services, Banking & FinTech, Insurance, Reinsurance &
InsurTech, & Other Vertical Marketplaces, Healthcare & Diagnostics and
Media & Technology) where they believe that a combination of management
expertise, improving operating performance, freeing up cashflow for investment
and implementation of a focussed buy and build strategy can unlock growth in
their core markets and often into new territories and adjacent sectors to
ultimately deliver shareholder value.
Results
The Group's loss after taxation for the period to 31 December 2025 was
£197,823 (31 December 2024: loss of £152,099). The Group held a cash balance
at the period end of £265,120 (as at 30 June 2025: £464,322). The Group has
not yet acquired an operating business and as such is not yet revenue
generating.
Directors
The Directors of the Company have served as directors during the period and
until the date of this report as set out below:
Avril Palmer-Baunack (Chairman) (appointed 6 October 2025);
James Corsellis (Director);
Antoinette Vanderpuije (Non-Executive Director); and
Tom Basset (Non-Executive Director).
Dividend Policy
The Company has not yet acquired a trading business and it is therefore
inappropriate to make a forecast of the likelihood of any future dividends.
The Directors intend to determine the Company's dividend policy following
completion of a platform acquisition (an "Initial Acquisition") and, in any
event, will only commence the payment of dividends when it becomes
commercially prudent to do so.
Corporate Governance
Under the UK Listing Rules, the Company is included in the Shell Companies
Category and therefore is not required to comply with the provisions of the UK
Corporate Governance Code.
Given the size and nature of the Group the Directors have decided not to
voluntarily adopt the UK Corporate Governance Code at this time. Nevertheless,
the Board is committed to maintaining high standards of corporate governance
and will consider whether to voluntarily adopt and comply with the UK
Corporate Governance Code in conjunction with an Initial Acquisition, taking
into account the Company's size and status at that time.
The Company currently complies with the following principles of the UK
Corporate Governance Code:
· The Company is led by an effective and entrepreneurial Board of
Directors (the "Board''), whose role is to promote the long term
sustainable success of the Company, generating value for shareholders and
contributing to wider society;
· The Board ensures that it has the policies, processes,
information, time and resources it needs in order to function effectively and
efficiently; and
· The Board ensures that the necessary resources are in place for
the Company to meet its objectives and measure performance against them.
Given the size and nature of the Company, the Board has not established any
committees and intends to make decisions as a whole. If the need should arise
in the future, for example following an Initial Acquisition, the Board may set
up committees and may decide to comply with the UK Corporate Governance Code.
Risks
The Directors have carried out a robust assessment of the principal risks
facing the Group including those that would threaten its business model,
future performance, solvency or liquidity. There have been no significant
changes to the principal risks described in the Group's Audited Annual Report
and Consolidated Financial Statements for the year ended 30 June 2025, which
are available on the Company's website. The Directors are of the opinion that
the risks detailed therein are applicable to the six-month period to 31
December 2025, as well as the remaining six months of the current financial
year.
Outlook
The Directors remain highly confident that the listed status and flexible
structure of the Company will provide an attractive platform from which to
execute its buy-and-build growth strategy.
RESPONSIBILITY STATEMENT
Each of the Directors confirms that, to the best of their knowledge:
(a) these Interim Financial Statements, which have been prepared in accordance
with IAS 34 "Interim Financial Reporting" as adopted by the European Union,
give a true and fair view of the assets, liabilities, financial position and
profit or loss of the Company; and
(b) these Interim Financial Statements comply with the requirements of DTR
4.2.
Neither the Company nor the Directors accept any liability to any person in
relation to the interim financial report except to the extent that such
liability could arise under applicable law.
Details on the Company's Board of Directors can be found on the Company
website at www.mac-alpha.com (http://www.mac-alpha.com) .
Avril Palmer-Baunack
Chairman
17 March 2026
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six months ended Six months ended
31 December 31 December
2025 2024
Note Unaudited Unaudited
£'s £'s
Administrative expenses 6 (204,460) (156,243)
Total operating loss (204,460) (156,243)
Finance income 6,637 4,144
Loss before income taxes (197,823) (152,099)
Income tax - -
Loss for the period (197,823) (152,099)
Total other comprehensive income - -
Total comprehensive loss for the period (197,823) (152,099)
Loss per ordinary share £'s £'s
Basic and Diluted 7 (0.1099) (0.1170)
The Group's activities derive from continuing operations.
The Notes on pages 9 to 20 form an integral part of these Interim Financial
Statements.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at
31 December 2025 30 June
2025
Note Unaudited Audited
£'s £'s
Assets
Current assets
Other receivables 9 12,609 5,500
Cash and cash equivalents 10 265,120 464,322
Total current assets 277,729 469,822
Total assets 277,729 469,822
Equity and liabilities
Equity
Ordinary Shares 12 319,000 319,000
A Shares 12 938,000 938,000
Sponsor Share 12 1 1
Warrant reserve 12, 13 105,000 105,000
A Warrant reserve 12, 13 162,000 162,000
Share-based payment reserve 13, 15 71,851 67,516
Accumulated losses 13 (1,407,400) (1,209,577)
Total equity 188,452 381,940
Current liabilities
Trade and other payables 11 89,277 87,882
Total liabilities 89,277 87,882
Total equity and liabilities 277,729 469,822
The Notes on pages 9 to 20 form an integral part of these Interim Financial
Statements.
The Interim Financial Statements were approved by the Board of Directors on 17
March 2026 and were signed on its behalf by:
Avril Palmer-Baunack Tom Basset
Chairman Non-Executive Director
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Ordinary A Sponsor Warrant Warrant Share Accumulated Total
shares Shares Share reserve reserve Based losses equity
A Shares Payment
Reserve
£'s £'s £'s £'s £'s £'s £'s £'s
Balance at 1 July 2024 319,000 498,000 1 105,000 102,000 67,516 (875,034) 216,483
Total comprehensive loss for the period - - - - - - (152,099) (152,099)
Balance as at 31 December 2024 319,000 498,000 1 105,000 102,000 67,516 (1,027,133) 64,384
Ordinary A Sponsor Warrant Warrant Share Accumulated Total
shares Shares Share reserve reserve Based losses Equity
A Shares Payment
Reserve
£'s £'s £'s £'s £'s £'s £'s £'s
Balance at 1 July 2025 319,000 938,000 1 105,000 162,000 67,516 (1,209,577) 381,940
Share based payment charge (Note 15) - - - - - 4,335 - 4,335
Total comprehensive loss for the period - - - - - - (197,823) (197,823)
Balance as at 31 December 2025 319,000 938,000 1 105,000 162,000 71,851 (1,407,400) 188,452
The Notes on pages 9 to 20 form an integral part of these Interim Financial
Statements.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended Six months ended
31 December 31 December
2025 2024
Note Unaudited Unaudited
£'s £'s
Operating activities
Loss for the period (197,823) (152,099)
Adjustments to reconcile total operating loss to net cash flows:
Deduct finance income (6,637) (4,144)
Add back share-based payment expense 15 4,335 -
Working capital adjustments:
Increase in trade and other receivables and prepayments 9 (7,109) (6,989)
Decrease in trade and other payables 11 (27,943) (19,413)
Net cash flows used in operating activities (235,177) (182,645)
Investing activities
Interest received 6,637 4,144
Net cash flows received from investing activities 6,637 4,144
Financing activities
Proceeds from issue of Incentive Shares 15 29,338 -
Net cash flows from financing activities 29,338 -
Net decrease in cash and cash equivalents (199,202) (178,501)
Cash and cash equivalents at the beginning of the period 464,322 270,534
Cash and cash equivalents at the end of the period 10 265,120 92,033
The Notes on pages 9 to 20 form an integral part of these Interim Financial
Statements.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
MAC Alpha Limited was incorporated on 11 October 2021 in the British Virgin
Islands ("BVI") as a BVI business Company (registered number 2078235) under
the BVI Business Company Act, 2004. The Company was listed on the London Stock
Exchange on 24 December 2021 and has its registered address at Commerce House,
Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin
Islands and a UK establishment (BR028157) at 11 Buckingham Street, London,
WC2N 6DF.
The Company has been formed for the purpose of effecting a merger, share
exchange, asset acquisition, share or debt purchase, reorganisation, or
similar business combination with one or more businesses. The Company has one
subsidiary, MAC Alpha (BVI) Limited (together with the Company, the Group).
The transitional provisions of the UK Listing Rules ("UKLRs") expired on 29
July 2025 (which have applied to the Company as a shell company since 29 July
2024 (the "Transition Period")). The Company announced on 28 July 2025 that it
had adopted a revised memorandum and articles of association of the Company
(the "New Constitution") in accordance with this.
The New Constitution was prepared in accordance with the requirements of
UKLR13.2.1, which applied to the Company following the expiry of the
Transition Period. UKLR13.2.1 primarily requires that the Company's
constitution includes a requirement that it will cease operations if it has
not completed an Initial Transaction (as defined in UKLR13) within a 24-month
period from 30 July 2025 (the "Initial Transaction Deadline"). The New
Constitution also provides that (as permitted by the UKLRs) the Initial
Transaction Deadline may be extended by shareholder approval for up to three
further 12-month periods (plus a further six months in certain circumstances
if an incomplete Initial Transaction is in progress).
The Company therefore currently expects that, if an Initial Transaction has
not been completed on or before July 2027, an initial shareholder vote will be
proposed on or before July 2027 in order to seek an extension to the Initial
Transaction Deadline.
2. ACCOUNTING POLICIES
(a) Basis of preparation
These Interim Financial Statements have been prepared in accordance with IAS
34 Interim Financial Reporting and are presented on a condensed basis.
The Interim Financial Statements do not include all the information and
disclosures required in the annual financial statements and should be read in
conjunction with the Group's Annual Report and Audited Consolidated Financial
Statements for the year ended 30 June 2025 ("2025 Annual Report"), which is
available on the Company's website, www.mac-alpha.com
(http://www.mac-alpha.com) . Accounting policies applicable to these Interim
Financial Statements are consistent with those applied in the 2025 Annual
Report.
(b) Going concern
The Interim 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 foreseeable future. The Group had cash resources of
£265,120 at 31 December 2025 (30 June 2025: £464,322) and net assets of
£188,452 (30 June 2025: £381,940). The Directors have considered the
financial position of the Group and reviewed forecasts and budgets for a
period of at least 12 months following the approval of the Interim Financial
Statements.
On 16 December 2021, the Company entered into a forward purchase agreement
("FPA") with Marwyn Value Investors II LP (''MVI II LP'') of up to £20
million, which may be drawn for general working capital purposes and to fund
due diligence costs. Any drawdown is subject to the prior approval of MVI II
LP, who has assigned discretionary authority for portfolio and risk management
to Marwyn Investment Management LLP (''MIM LLP'') under the terms of a
management agreement, and the satisfaction of conditions precedent. On 5 March
2023, the Company drew down £600,000 under the FPA and accordingly issued
600,000 A shares ("A Shares") and 600,000 matching A warrants ("A Warrants")
as set out in the FPA.
On 14 February 2025, the Company drew down a further £500,000 under the FPA
and accordingly issued 500,000 A Shares and 500,000 matching A Warrants. As at
the date of these accounts, MIM LLP as manager of the Marwyn Funds has
provided a letter of support ("Letter of Support") which states that its
current intention is to provide the financial resources needed to support the
Group in continuing to pursue its stated strategy. It is expected that any
necessary financing will be provided via the FPA.
The Directors have reviewed the working capital model for the Group in detail
and considered the Letter of Support and are therefore satisfied that the
Company will have sufficient cash to meet its ongoing operating costs for a
period of at least 12 months from the approval of the Interim Financial
Statements and have sufficient resources to continue to pursue its stated
strategy.
(c) New standards and amendments to International Financial Reporting
Standards
Standards, amendments and interpretations effective and adopted by the Group
The International Financial Reporting Standards ("IFRS") applicable to the
Interim Financial Statements of the Group for the six-month period to 31
December 2025 have been applied.
Standards issued but not yet effective
The following standards are issued but not yet effective. The Group intends to
adopt these standards, if applicable, when they become effective. It is not
currently expected that these standards will have a material impact on the
Group. The Company notes that whilst the revisions set out in IFRS 18 are not
assessed as impacting the reported results or financial position of the
Company, the layout and line items within the primary statements may vary when
the IFRS becomes effective. This is a presentation matter only and does not
affect recognition or measurement.
Standard Effective date
Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of 1 January 2026
financial instruments*
IFRS 18 - Presentation and Disclosure of financial Statements* 1 January 2027
IFRS 19 - Subsidiaries without Public Accountability: Disclosures 1 January 2027
*Subject to EU endorsement
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY
The preparation of the Group's Interim Financial Statements under IFRS
requires the Directors to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities. Estimates and judgements are continually evaluated and
are based on historical experience and other factors including expectations of
future events that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates.
Critical accounting judgements
Classification of Warrants
On 24 December 2021, the Company issued 700,000 ordinary shares ("Ordinary
Shares") and matching warrants ("Warrants"). Under the terms of the warrant
instrument, warrant holders are able to acquire one Ordinary Share per Warrant
at a price of £1 per Ordinary Share. The Warrants are exercisable at any
time until five years after the IPO date, being 24 December 2021 (the "IPO
Date"). Further on 5 March 2023, the Company issued 600,000 A Shares and
matching Class A Warrants being issued on the basis of one Class A Warrant per
A Share at a price of £1 per share. The A Warrants are exercisable at any
time until five years after the IPO Date. On 14 February 2025, the Company
issued a further 500,000 A Shares and matching A Warrants on the same terms as
the 5 March 2023 issue.
The Warrants and A Warrants can only be classified as equity if they will be
settled only by the issuer exchanging a fixed amount of cash or another
financial asset for a fixed number of its own equity instruments.
The warrant instruments contain an exercise price adjustment ("Exercise Price
Adjustment"), whereby if the corresponding shares are issued at less than £1
before or as part of an acquisition then the exercise price equals the
discounted issue price, as a result, the fixed-for-fixed requirement is
breached. However, it is the opinion of the Directors that whilst the Exercise
Price Adjustment exists, the likelihood of this being used is remote, and
therefore it is most appropriate for the Warrants and A Warrants to be
classified as equity.
Critical accounting estimates
Valuation of Incentive Scheme
The Company has issued incentive shares ("Incentive Shares") in the period as
detailed in Note 15. There are significant estimates and assumptions used in
the valuation of the Incentive Shares in issue. Management has considered at
the grant date, being the date that such shares are issued (the "Grant Date"),
the probability of a successful Initial Acquisition by the Group and the
potential range of values for the Incentive Shares, based on the circumstances
on the Grant Date. The fair value of the Incentive Shares and related
share-based payment expense was calculated using a Monte Carlo valuation
model.
Other disclosures relating to the Group's exposure to risk and uncertainties
in relation to financial instruments are included in Note 14.
4. SEGMENT INFORMATION
The Board of Directors is the Group's chief operating decision-maker. As the
Group has not yet acquired an operating business, the Board considers the
Group as a whole for the purposes of assessing performance and allocating
resources, and therefore the Group has one reportable operating segment.
5. EMPLOYEES AND DIRECTORS
The Group does not have any employees. During the six months to 31 December
2025, the Company had four serving Directors as detailed on page 3, no
Director received remuneration under the terms of their Director service
agreements during the period ending 31 December 2025 (31 December 2024: 3
Directors and £Nil). The Subsidiary has issued Incentive Shares, as more
fully disclosed in Note 15, in which Avril Palmer-Baunack is directly
beneficially interested and the other Directors are indirectly beneficially
interested.
6. ADMINISTRATIVE EXPENSES
Six months ended Six months ended
31 December 31 December
2025 2024
Unaudited Unaudited
£'s £'s
Group expenses by nature
Professional support 188,486 145,590
Audit fees payable in respect of the audit of the Group 10,104 9,070
Other expenses 5,870 1,583
204,460 156,243
7. LOSS PER ORDINARY SHARE
Basic EPS is calculated by dividing the loss attributable to equity holders of
the company by the weighted average number of Ordinary Shares in issue during
the period. Diluted EPS is calculated by adjusting the weighted average number
of Ordinary Shares outstanding to assume conversion of all dilutive potential
Ordinary Shares. The weighted average number of shares has not been adjusted
in calculating diluted EPS as there are no instruments which have a current
dilutive effect.
The Company maintains different share classes, of which Ordinary Shares, A
Shares and Sponsor Shares were in issue in the current and prior period. The
key difference between Ordinary Shares and A Shares is that the Ordinary
Shares are traded with voting rights attached and that the A Shares are not
listed and do not carry voting rights. The Ordinary Share and A Share classes
both have equal rights to the residual net assets of the Company, which
enables them to be considered collectively as one class per the provisions of
IAS 33.
The Sponsor Share has no distribution rights so has been ignored for the
purposes of IAS 33. Further detail on the Sponsor Share has been included in
Note 12.
Refer to Note 15 (share-based payments) for instruments that could potentially
dilute basic EPS in the future.
Six months ended Six months ended
31 December 31 December
2025 2024
Unaudited Unaudited
£'s £'s
Loss attributable to owners of the parent (£'s) (197,823) (152,099)
Weighted average in issue 1,800,000 1,300,000
Basic and diluted loss per Ordinary Share (£'s) (0.1099) (0.1170)
8. INVESTMENTS
Principal subsidiary undertakings of the Group
The Company directly owns the whole of the issued ordinary share capital of
its Subsidiary. Details of the Company's Subsidiary are presented below:
Nature of business Country of incorporation Proportion of ordinary shares held by parent Proportion of ordinary shares held by the Group
Subsidiary
MAC Alpha (BVI) Limited Incentive vehicle BVI 100% 100%
The share capital of the Subsidiary consists of both ordinary shares and
Incentive Shares. The Incentive Shares, are non-voting, are held by Marwyn
Long Term Incentive LP (''MLTI'') and Avril Palmer-Baunack. Further detail on
the Incentive Shares is given in Note 15.
The registered office of the Subsidiary is Commerce House, Wickhams Cay 1,
P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110, British
Virgin Islands and its UK establishment address is 11 Buckingham Street,
London, WC2N 6DF.
9. OTHER RECEIVABLES
As at As at
31 December 30 June
2025 2025
Unaudited Audited
£'s £'s
Amounts receivable in one year:
Prepayments 12,609 5,500
12,609 5,500
There is no material difference between the book value and the fair value of
the receivables. Receivables are considered to be past due once they have
passed their contracted due date. Other receivables are all current.
10. CASH AND CASH EQUIVALENTS
As at As at
31 December 30 June
2025 2025
Unaudited Audited
£'s £'s
Cash and cash equivalents
Cash at bank 265,120 464,322
265,120 464,322
Credit risk is managed on a Group basis. Credit risk arises from cash and cash
equivalents and deposits with banks and financial institutions. For banks and
financial institutions, only independently rated parties with a minimum
short-term credit rating of P-1, as issued by Moody's, are accepted.
11. TRADE AND OTHER PAYABLES
As at As at
31 December 30 June
2025 2025
Unaudited Audited
£'s £'s
Amounts falling due within one year:
Trade payables 3,010 11,941
Accruals 35,389 42,094
Due to a related party (Note 16) 21,540 33,847
Incentive Share liability (Note 15) 29,338 -
89,277 87,882
There is no material difference between the book value and the fair value of
the trade and other payables. All trade payables are non-interest bearing and
are usually paid within 30 days.
12. STATED CAPITAL
Authorised
Unlimited Ordinary Shares of no par value
Unlimited A Shares of no par value
Unlimited B shares of no par value
100 Sponsor Shares of no par value
As at As at
31 December 30 June
2025 2025
Unaudited Audited
£'s £'s
Issued
700,000 Ordinary Shares of no par value 319,000 319,000
1,100,000 A Shares of no par value 938,000 938,000
1 Sponsor Share of no par value 1 1
On incorporation, the Company issued 1 Ordinary Share of no par value to MVI
II LP. On 28 October 2021, it was resolved that updated memorandum and
articles of association (the "Updated M&A") be adopted by the Company and
with effect from the time the Updated M&A be registered with the Registrar
of Corporate Affairs in the British Virgin Islands, the 1 Ordinary Share which
was in issue by the Company be redesignated as 1 sponsor share of no par value
(the "Sponsor Share").
On 24 December 2021, the Company issued 700,000 Ordinary Shares and matching
Warrants at a price of £1 for one Ordinary Share and matching Warrant. Under
the terms of the Warrant instrument, Warrant holders are able to acquire one
Ordinary Share per Warrant at a price of £1 per Ordinary Share. Warrants are
accounted for as equity instruments under IAS 32 and are measured at fair
value at Grant Date, the combined market value of one Ordinary Share and one
Warrant was considered to be £1, in line with the market price paid by third
party investors. A Black-Scholes option pricing methodology was used to
determine the fair value of the Warrants, which considered the exercise price,
expected volatility, risk free rate, expected dividends and expected term.
Warrants have been assigned a fair value of 15p per Warrant and each Ordinary
Share has been valued at 85p per share, therefore, on issuance of the Warrants
£105,000 was recorded in the Warrant reserve. Costs of £276,000 directly
attributable to the equity raise were taken against stated capital at the
issuance date.
A Warrants are accounted for as equity instruments under IAS 32 and are
measured at fair value at Grant Date. For both the issuance on 5 March 2023
and the issuance on 14 February 2025, the A Shares and matching A Warrants
were issued at a price of £1 for one A share and matching A Warrant. Under
the terms of the A Warrant instrument, A Warrant holders are able to acquire
one Ordinary Share per A Warrant at a price of £1 per A share. A
Black-Scholes option pricing methodology was used to determine the fair value
of the A Warrants at their respective Grant Dates, which considered the
exercise price, expected volatility, risk free rate, expected dividends and
expected term.
For the 600,000 A Shares and matching A Warrants issued by the Company on 5
March 2023, A Warrants have been assigned a fair value of 17p per A Warrant
and each A share has been valued at 83p per share, therefore, on issuance of
the A Warrants £102,000 was recorded in the Warrant reserve. There were no
costs directly attributable to the issue of shares.
For the 500,000 A Shares and matching A Warrants issued by the Company on 14
February 2025, A Warrants have been assigned a fair value of 12p per A Warrant
and each A Share has been valued at 88p per share, therefore, on issuance of
the A Warrants £60,000 was recorded in the A Warrant reserve. There were no
costs directly attributable to the issue of shares.
Holders of Ordinary Shares are entitled to receive notice and attend and vote
at any meeting of members and have the right to a share in any distribution
paid by the Company and a right to a share in the distribution of the surplus
assets of the Company on a winding up. The A Shares are ordinary equity shares
with the same economic rights as the Company's Ordinary Shares but without
voting rights.
The Sponsor Share confers upon the holder no right to receive notice and
attend and vote at any meeting of members, no right to any distribution paid
by the Company and no right to a share in the distribution of the surplus
assets of the Company on a winding up. Provided the holder of the Sponsor
Share holds directly or indirectly 5 per cent. or more of the issued and
outstanding shares of the Company (of whatever class other than any Sponsor
Shares), they have the right to appoint one director to the Board.
Provided the holder of the Sponsor Share holds directly or indirectly 5 per
cent. or more of the issued and outstanding shares of the Company (of whatever
class other than any Sponsor Shares) or is a holder of Incentive Shares the
Company must receive the prior consent of the holder of the Sponsor Share in
order to:
i. issue any further Sponsor Shares;
ii. issue any class of shares on a non pre-emptive
basis where the Company would be required to issue such share pre-emptively
if it were incorporated under the UK Companies Act 2006 and acting in
accordance with the Pre-Emption Group's Statement of Principles;
iii. amend, alter, or repeal any existing, or introduce
any new share-based compensation or incentive scheme in respect of the
Group; or
iv. take any action that would not be permitted (or
would only be permitted after an affirmative shareholder vote) if the
Company were admitted to the Premium Segment of the Official List.
The holder of the Sponsor Share has the right to require that: (i) any
purchase or redemption by the Company of its shares; or (ii) the Company's
ability to amend the memorandum and articles of association of the Company, be
subject to a special resolution of members whilst the Sponsor (or an
individual holder of a Sponsor Share) holds directly or indirectly 5 per cent.
or more of the issued and outstanding shares of the Company (of whatever class
other than any Sponsor Shares) or are a holder of Incentive Shares.
13. RESERVES
The following describes the nature and purpose of each reserve within
shareholders' equity:
Accumulated losses
Cumulative losses recognised in the Consolidated Statement of Comprehensive
Income.
Share based payment reserve
The share based payment reserve is the cumulative amount recognised in
relation to the equity-settled share based payment scheme as further described
in Note 15.
Warrant reserve
The Warrant reserve is the cumulative fair value attributed to warrants issued
attached to Ordinary Shares.
A Warrant reserve
The A Warrant reserve is the cumulative fair value attributed to warrants
issued attached to A Shares.
14. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
The Group has the following categories of financial instruments:
As at As at
31 December 2025 30 June
2025
Unaudited Audited
£'s £'s
Financial assets measured at amortised cost
Cash and cash equivalents (Note 10) 265,120 464,322
265,120 464,322
Financial liabilities measured at amortised cost
Trade and other payables (Note 11) 38,399 54,035
Due to a related party (Note 16) 21,540 33,847
Incentive Share liability (Note 15) 29,338 -
89,277 87,882
The fair value and book value of the financial assets and liabilities are
materially equivalent.
The Group's risk management policies are established to identify and analyse
the risks faced by the Group, to set appropriate risk limits and controls, and
to monitor risks and adherence limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Group's
activities.
Treasury activities are managed on a Group basis under policies and procedures
approved and monitored by the Board. These are focussed on maximising the
interest earned by the Group on its cash deposits (refer Note 10). through
effective management of the amount available to be placed on deposit being
cognisant of the ongoing working capital requirements of the Company. Any
movement in interest rates will not have a significant effect on the Company
or its ability to continue to pursue its stated strategy and such movements
are therefore not considered to be a material risk to the Company.
As the Group's assets are predominantly cash and cash equivalents, market risk
and liquidity risk are not currently considered to be material risks to the
Group.
15. SHARE-BASED PAYMENTS
Management Long Term Incentive Arrangements
The Group has put in place a Long-Term Incentive Plan ("LTIP"), to ensure
alignment between shareholders, and those responsible for delivering the
Company's strategy and attract and retain the best executive management
talent.
The LTIP will only reward the participants if shareholder value is created.
This ensures alignment of the interests of management directly with those of
shareholders. Under the LTIP Incentive Shares are issued by the Subsidiary. On
inception of the LTIP, 2,000 Incentive Shares were issued by the Subsidiary to
MLTI and on 3 October 2025 1,600 Incentive Shares were issued by the
Subsidiary to Avril Palmer-Baunack.
At the balance sheet date, Avril Palmer-Baunack and MLTI were the only
participants in the LTIP, but it is the expectation that participants in the
LTIP may ultimately include any further members of the Company's management
team as well as senior executives of the acquired businesses or companies as
part of their respective executive compensation schemes.
Preferred Return
The incentive arrangements are subject to the Company's shareholders achieving
a preferred return of at least 7.5 per cent. per annum on a compounded basis
on the capital they have invested time to time (with dividends and returns of
capital being treated as a reduction in the amount invested at the relevant
time) (the "Preferred Return").
Incentive Value
Subject to a number of provisions detailed below, if the Preferred Return and
at least one of the vesting conditions have been met, the holders of the
Incentive Shares can give notice to redeem their Incentive Shares for Ordinary
Shares in the Company for an aggregate value equivalent to 20 per cent. of the
"Growth", where Growth means the excess of the total equity value of the
Company and other shareholder returns over and above its aggregate paid up
share capital (20 per cent. of the Growth being the "Incentive Value").
Grant Date
The Grant Date of the Incentive Shares will be the date that such shares are
issued.
Service Conditions and Leaver Provisions
There are leaver provisions in relation to the Incentive Shares issued to
Avril Palmer-Baunack which are set out in her subscription agreement dated 3
October 2025.
If Avril Palmer-Baunack leaves in circumstances in which she is deemed to be a
"Good Leaver" (being any reason other than a bad leaver circumstance), then
she will be entitled to retain the vested portion of the Incentive Shares.
Any unvested Incentive Shares will either be compulsorily redeemed or acquired
at the lower of the (i) the subscription price or (ii) the market value for
such Incentive Shares. Accordingly, at the balance sheet date, £29,338 is
recognised as a liability within trade and other payables (refer Note 11) (30
June 2024: £Nil), being the subscription price of the shares.
If Avril Palmer-Baunack is deemed to be a "Bad Leaver" (such as termination of
employment for gross misconduct, fraud or criminal acts) then she will be
required to sell her Incentive Shares back to the Subsidiary for a total
consideration of £0.01.
Redemption / Exercise
Unless otherwise determined and subject to the redemption conditions having
been met, the Company and the holders of the Incentive Shares have the right
to exchange each Incentive Share for Ordinary Shares in the Company, which
will be dilutive to the interests of the holders of Ordinary Shares. However,
if the Company has sufficient cash resources and the Company so determines,
the Incentive Shares may instead be redeemed for cash. It is currently
expected that in the ordinary course of business, Incentive Shares will be
exchanged for Ordinary Shares. However, the Company retains the right but not
the obligation to redeem the Incentive Shares for cash instead. Circumstances
where the Company may exercise this right include, but are not limited to,
where the Company is not authorised to issue additional Ordinary Shares or on
the winding-up or takeover of the Company.
Any holder of Incentive Shares who exercises their Incentive Shares prior to
other holders is entitled to their proportion of the Incentive Value to the
date that they exercise but no more. Their proportion is determined by the
number of Incentive Shares they hold relative to the total number of issued
shares of the same class.
Vesting Conditions and Vesting Period
The Incentive Shares are subject to certain vesting conditions, at least one
of which must be (and continue to be) satisfied in order for a holder of
Incentive Shares to exercise its redemption right.
The vesting conditions are as follows:
i. it is later than the third anniversary of an
Initial Acquisition and earlier than the seventh anniversary of an Initial
Acquisition;
ii. a sale of all or substantially all of the revenue
or net assets of the business of the Subsidiary in combination with the
distribution of the net proceeds of that sale to the Company and then to its
shareholders;
iii. a sale of all of the issued Ordinary Shares of the
Subsidiary or a merger of the Subsidiary in combination with the distribution
of the net proceeds of that sale or merger to the Company's shareholders;
iv. whereby corporate action or otherwise, the Company
effects an in-specie distribution of all or substantially all of the assets of
the Group to the Company's shareholders;
v. aggregate cash dividends and cash capital returns
to the Company's shareholders are greater than or equal to aggregate
subscription proceeds received by the Company;
vi. a winding-up of the Company;
vii. a winding-up of the Subsidiary; or
viii. a sale, merger or change of control of the Company.
If any of the vesting conditions described in paragraphs (ii) to (viii) above
are satisfied before the third anniversary of an Initial Acquisition, the
Incentive Shares will be treated as having vested in full.
Holding of Incentive Shares
MLTI and Avril Palmer-Baunack hold Incentive Shares entitling them in
aggregate to 100 per cent. of the Incentive Value. Any future management
partners or senior executive management team members receiving Incentive
Shares will be dilutive to the interests of existing holders of Incentive
Shares, however the share of the Growth of the Incentive Shares in aggregate
will not increase.
The following shares were in issue as at 31 December 2025:
Issue date Name Nominal Price Issue price per Incentive Share Number of Incentive Shares Unrestricted market value at Grant Date £'s IFRS 2 Fair value £'s
£'s
25 November 2021 MLTI £0.01 7.50 2,000 15,000 67,516
3 October 2025 Avril Palmer-Baunack £0.01 18.34 1,600 29,338 116,034
Valuation of Incentive Shares
Valuations were performed by Deloitte LLP using a Monte Carlo model to
ascertain the unrestricted market value and the fair value at Grant Date.
Details of the valuation methodology and estimates and judgements used in
determining the fair value are noted herewith and were in accordance with IFRS
2 at Grant Date.
There are significant estimates and assumptions used in the valuation of the
Incentive Shares. Management has considered at the Grant Date, the probability
of a successful Initial Acquisition by the Company and the potential range of
value for the Incentive Shares, based on the circumstances on the Grant Date.
The fair value of the Incentive Shares granted under the scheme was calculated
using a Monte Carlo model with the following inputs:
Issue date Name Share designation at balance sheet date Volatility Risk-free rate Expected term* (years)
25 November 2021 MLTI Redeemable A ordinary shares 25% 0.7% 7.0
3 October 2025 Avril Palmer-Baunack Redeemable A ordinary shares 25% 4.1% 7.0
*The expected term assumes that the Incentive Shares are exercised 7 years
post acquisition.
The Incentive Shares are subject to the Preferred Return being achieved, which
is a market performance condition, and as such has been taken into
consideration in determining their fair value. The model incorporates a range
of probabilities for the likelihood of an Initial Acquisition being made of a
given size.
Expense related to Incentive Shares
As there is a service condition associated with the shares issued to Avril
Palmer-Baunack, in accordance with IFRS 2, the fair value of her Incentive
Shares, less the subscription price, is expensed over the expected vesting
period. Accordingly, an expense of £4,335 (31 December 2024: £Nil) has been
recognised in the Consolidated Statement of Comprehensive Income with a
corresponding increase in the share-based payment reserve.
There are no service conditions attached to the MLTI shares and as result the
fair value at Grant Date was expensed to the profit and loss account on issue
with a corresponding increase in the share-based payment reserve.
16. RELATED PARTIES
James Corsellis, Antoinette Vanderpuije and Tom Basset have served as
Directors of the Company during the period. James Corsellis is Chief
Investment Officer of MIM LLP, and Antoinette Vanderpuije and Tom Basset are
partners of MIM LLP. MIM LLP is the manager of the Marwyn Fund, the Marwyn
Fund holds 90 per cent. of the Company's issued Ordinary Shares, 100% of the A
Shares and 1 Sponsor Share.
MVI II LP is an entity within the Marwyn Fund, the Company has entered into an
FPA with MVI II LP under which the Company drew down £Nil during the period
ending 31 December 2025 (30 June 2025: £500,000). The funds received from
drawdowns were passed from the Company to the Subsidiary, by way of a capital
contribution, without the receipt of any additional shares or debt.
James Corsellis is the managing partner of Marwyn Capital LLP ("MC LLP"), and
Antoinette Vanderpuije and Tom Basset are also partners. MC LLP provides
corporate finance and managed services support including named company
secretary to the Company. On an ongoing basis a monthly fee of £10,994 per
calendar month (£10,470 up to February 2025) is charged for the provision of
the corporate finance services, and managed services support is charged by MC
LLP on a time spent basis. The total amount charged in the period ended 31
December 2025 by MC LLP was £97,514 (31 December 2024: £82,795) and the
total expenses incurred on behalf of the Group, which were subsequently
recharged, were £5,460 (31 December 2024: £8,365). An amount payable to MC
LLP of £21,540 (30 June 2025: £33,847) was outstanding as at the balance
sheet date.
17. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding at 31 December
2025 (30 June 2025: £Nil) which would require disclosure or adjustment in
these Interim Financial Statements.
18. POST BALANCE SHEET EVENTS
There have been no material post balance sheet events that would require
disclosure or adjustment to these Interim Financial Statements.
ADVISERS
Company Secretary BVI legal advisers to the Company
Antoinette Vanderpuije Conyers Dill & Pearman
11 Buckingham Street Commerce House
London Wickhams Cay 1
WC2N 6DF Road Town
Email: MACAlpha@marwyn.com Tortola
British Virgin Islands
VG1110
Registered Agent Depository
Conyers Trust Company (BVI) Limited MUFG Corporate Markets Trustees (UK) Limited
Commerce House Central Square
Wickhams Cay 1 29 Wellington Street
Road Town Beckenham
Tortola Leeds
British Virgin Islands LS1 4DL
VG1110
English legal advisers to the Company Registrar
Travers Smith LLP MUFG Corporate Markets (Guernsey) Limited
10 Snow Hill Mont Crevelt House
London Bulwer Avenue
EC1A 2AL St Sampson
Guernsey
GY2 4LH
Registered office Independent auditor
Commerce House Baker Tilly Channel Islands Limited
Wickhams Cay 2(nd) Floor Lime Grove House
1 Road Town Green Street
Tortola St Helier
British Virgin Islands Jersey
VG1110 JE2 4UB
Assistant Company Secretary
Conyers Corporate Services (BVI) Limited
Commerce House
Wickhams Cay 1
Road Town
Tortola
British Virgin Islands
VG1110
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