Marwyn Acquisition : Annual report and accounts for the year ended June 30, 2021

MARWYN ACQUISITION COMPANY PLC

(Formerly Wilmcote Holdings Plc)

Annual Report and Audited Consolidated

Financial Statements

For the year ended 30 June 2021

	CONTENTS
Chairman's Statement and Strategic Report	2
Governance
Report of the Directors	3
Corporate Governance Report	7
Audit and Risk Report	14
Nomination and Remuneration Report	15
Independent Auditors' Report	21
Consolidated Statement of Comprehensive Income	29
Consolidated Statement of Financial Position	30
Consolidated Statement of Changes in Equity	31
Consolidated Statement of Cash Flows	32
Notes to the Consolidated Financial Statements	33
Risks	45
Advisers	50

1

CHAIRMAN'S STATEMENT AND STRATEGIC REPORT

I present to shareholders the Annual Report and Consolidated Audited Financial Statements (the "Financial Statements") of Marwyn Acquisition Company plc (the "Company") (formerly Wilmcote Holdings plc) for the year ended 30 June 2021, consolidating the results of the Company, WHJ Limited, Wilmcote Group Limited, WCH Group Limited, Arrow US Holdings Inc and Arrow Canadian Holdings Limited (collectively the "Group" or "MAC").

Strategy

Marwyn Acquisition Company plc is listed on AIM on the London Stock Exchange and was established to provide shareholders with attractive total returns achieved through capital appreciation. The Directors believe that opportunities exist to create significant value for shareholders through properly executed, acquisition-led growth strategies, in the industrials, manufacturing, engineering, construction, building products or support services sectors. The investment policy is included in full on the Company's website at https://www.marwynacplc.com/investors/investment-policy/default.aspx.

Overview of the Year

During the year, the Company has considered a number of investment opportunities introduced to it, engaging in discussions with target companies and management teams to explore potential platform acquisitions, particularly those opportunities considered most suitable to an AIM listing and providing the greatest potential to create shareholder value.

Outlook

The Directors see the recent market disruption as having accelerated structural change in certain sectors, with the emergence of related investment opportunities expected to continue. The Directors remain highly cognisant of selecting and progressing those opportunities where the Company's structure and access to the public markets can provide a solution not otherwise available to a vendor, and at a valuation appropriate to the situation and potential for shareholder value creation. Vendors are increasingly pursuing transactions with listed acquisition companies to access public markets. This alongside the Company's board of directors and listing on AIM, mean that the Company is well positioned to execute its investment strategy.

Results

The Group's loss after taxation for the year to 30 June 2021 was £0.7 million (2020: £2.2 million). The Group

incurred £0.7 million of administrative expenses during the year (2020: £2.2 million), received interest of £1k

(2020: £0.01 million) and at 30 June 2021 held a cash balance of £5.2 million (2020: £6 million).

Dividend policy

It is the Board's policy that prior to the acquisition or investment in a trading entity, no dividends will be paid. The Company has not yet acquired a trading operation and we therefore consider it inappropriate to make a forecast of the likelihood of any future dividends. Following an acquisition or investment, and subject to the availability of distributable reserves, dividends will be paid to shareholders when the Directors believe it is appropriate and commercially prudent to do so.

James Corsellis

Chairman

1 October 2021

2

GOVERNANCE REPORT OF THE DIRECTORS

The Directors present their Annual Report and audited Financial Statements for the year to 30 June 2021.

Principal Activities

The Company was formed to acquire a platform trading asset in the downstream and specialty chemicals sector. At the Company's annual general meeting held on 12 December 2019, the Company's shareholders approved a broadening of the Company's investment policy to include investment opportunities in adjacent sectors, reflecting the breadth of deal flow seen and a broader range of potential investment structures.

The Company intends to focus on the industrials, manufacturing, engineering, construction, building products and support services sectors. We believe that opportunities exist to create value for shareholders through a properly executed, acquisition-led strategy in one of these sectors. We may either seek to recruit sector-leading executive management in advance of an acquisition, or alternatively may consider identifying acquisition opportunities with impressive incumbent management teams that require a catalyst to unlock growth.

Results and Dividends

For the year to 30 June 2021, the Group's loss was £0.7 million (2020: £2.2 million).

It is the policy of the Company's board of Directors (the "Board") that prior to the Platform Acquisition, no dividends will be paid. Following this, and subject to the availability of distributable reserves, dividends will be paid to shareholders when the Directors believe it is appropriate and commercially prudent to do so.

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 for the foreseeable future. The Group had cash resources of £5.2 million at 30 June 2021 and has net assets of £5.2 million. 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. Subject to the structure of any potential transaction, the Company may need to raise additional funds for the acquisition in the form of equity and/or debt, which has not been factored into the Director's going concern assessment as this will be dependent on the size and nature of a future platform acquisition. Furthermore, the Directors have considered the expected impact of the Covid-19 pandemic on the Group's forecast cashflows and liabilities, concluding that prior to completing a transaction, the pandemic has no material impact on the Group due to the nature of its operations. As a result, the Directors have concluded that, at the date of approval of the Financial Statements, the Company and the Group have sufficient resources for the foreseeable future and can continue to execute its stated strategy. Accordingly, it is appropriate to adopt the going concern basis in the preparation of the Financial Statements.

Financial Risk Profile

The Group's financial instruments are mainly comprised of cash, payables and receivables that arise directly from the Group's operations. Details of the risks relevant to the Group are included on pages 48 to 52.

3

GOVERNANCE REPORT OF THE DIRECTORS

Substantial Shareholdings

The Company has been notified that the shareholders listed below held a beneficial interest of 3 per cent. or more of the Company's issued share capital as at the date of approval of the Financial Statements.

	Ordinary Shares	Percentage of Issued
	Held	Share Capital
Marwyn Investment Management LLP	639,685,278	95.36%

Stated Capital

Details of the stated capital of the Company during the year are set out in note 14 to the Financial Statements.

Directors

The Directors of the Company who served during the period are:

James Corsellis, Executive Chairman

James brings extensive public company experience as well as management and corporate finance expertise across a range of sectors and an extensive network of relationships with co-investors, advisers and other business leaders.

Previously he has served as a director of the following companies: a non-executive director of BCA Marketplace from July 2014 to December 2017 and Advanced Computer Software from October 2006 to August 2008, Non Executive Chairman of Entertainment One from January 2007 to March 2014 and remaining on the board as non-executive director until July 2015, non-executive director of Breedon Aggregates from March 2009 to July 2011 and as CEO of icollector Plc from 1994-2001. James was educated at Oxford Brookes University, the Sorbonne and London University.

James is currently a Managing Partner of Marwyn Capital LLP and Marwyn Investment Management LLP. James is a non-executive director of AdvancedAdvT Limited, and Chairman of Marwyn Acquisition Company II Limited and Marwyn Acquisition Company III Limited. James is also an executive director of Silvercloud Holdings Limited.

Mark Brangstrup Watts, Executive Director

Mark has many years of experience deploying private equity investment strategies in the public markets. Mark brings his background in strategic consultancy to the management team having been responsible for strategic development projects for a range of international companies including Ford Motor Company (US), Cummins (Japan) and 3M (Europe).

Previously Mark has served as a director of the following companies: a non-executive director of Zegona Communications Plc from January 2015 to May 2020, BCA Marketplace from July 2014 to December 2017, Advanced Computer Software from October 2006 to September 2012, Entertainment One from June 2009 to July 2013, Silverdell Plc from March 2006 to December 2013, Inspicio Holdings Limited from October 2005 to February 2008 and Talarius Limited September 2005 to February 2007 amongst others. Mark has a BA in Theology and Philosophy from King's College, London.

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