Full Year Results year ended 31 December 2025

Summary by AI BETAClose X

Acceler8 Ventures PLC has released its full-year results for the period ending December 31, 2025, reporting a loss of £167,089 and a loss per share of £0.22. The company has successfully raised £380,000 through convertible loan notes in August 2025 and an additional £1 million in April 2026 to support its working capital and pursuit of an initial transaction. Notably, Acceler8 Ventures announced a proposed transaction with Intuitive Investments Group Plc on April 8, 2026, which values Intuitive Investments Group at approximately £600 million on a fully diluted basis, with Acceler8 Ventures shareholders expected to hold 0.99% of the enlarged group. The company's cash reserves stood at £209,224 at year-end, with net liabilities of £213,140.

Disclaimer*

Acceler8 Ventures PLC
30 April 2026
 

30 April 2026

ACCELER8 VENTURES PLC

 ("AC8" or the "Company")

Full Year Results for the period ended 31 December 2025

Acceler8 Ventures Plc (LSE: AC8) has today published its Annual Report and Financial Statements for the period ended 31 December 2025 (the "Annual Report").

In accordance with UK Listing Rule 6.4.1 copies of the Annual Report have been submitted to the FCA and will shortly be available to view on the Company's website at https://acceler8.ventures and for inspection from the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

LEI: 2138004B1HKZP1OR2C72

 

Enquiries

Tessera Investment Management Limited

Tony Morris

 


 

+44 (0) 7742 189145

 

CHAIRMAN'S STATEMENT

 

REPORT OF THE DIRECTORS

·     

stable or growing sectors, with opportunities for consolidation; and

·     

target companies with:


o 

leading and defensible market positions;


o 

recurring and repeatable revenue streams;


o 

profitable and cash flow positive or clear path to profitability and cash flow generation;


o 

scalable and operationally geared;


o 

potential for operational improvement standalone or part of an enlarged group; and


o 

strong operating teams with deep domain expertise.

Notwithstanding the above, the Directors, therefore, have made an informed judgement at the time of approving the financial statements, that there is a reasonable expectation that, on successful completion of the Proposed Transaction, the Group and Company will have adequate resources to continue in operational existence for the foreseeable future.  As a result, the Directors have adopted the going concern basis of accounting in preparing the annual financial statements. The accompanying financial statements do not include any adjustments that would be required if they were not prepared on a going concern basis.

a.    

Price risk: the price paid for securities is subject to market movement that may have an impact on the operations of the Group when raising finance;

b.    

Cash flow interest rate risk: the Group has cash balances which exposed it to movement in the market interest rates; and

c.    

Liquidity risk: the Group manages its cash requirements through detailed forecasting and planning for the amount and timing of payments and receipts of interest income, to ensure cash resources are available when required.

Name

Shareholding

Percentage

David Williams

275,000

36.7%

Hargreaves Lansdown (Nominees) Limited

106,528

14.2%

Giles Willits

100,000

13.3%

Bank of New York Nominees Limited

65,900

8.8%

Transact Nominees Limited

 30,000

4.0%

David Morris

 25,000

3.3%

Tessera Investment Management Limited

 25,000

3.3%

Lawshare Nominees Limited Dealing Account

25,000

3.3%

 

31 December 2025

David Williams

275,000

Giles Willits

100,000


375,000

 

 

 

Salary

Benefits in kind

31 December 2025 Total

Director

 

£

£

£

David Williams


20,000

-

20,000

Giles Willits


20,000

-

20,000



40,000

-

40,000

Participant

 

Subco B shares held

David Williams


1,667

Giles Willits


24,000

Kathleen Long


1,667

Anthony Morris


1,666



29,000

 

Principles of the QCA Code

How the Company has complied

1

Establish a purpose, strategy and business model which promote long-term value for shareholders

 

This is outlined in the Directors Report on page 4.

2

Promote a corporate culture that is based on ethical values and behaviours

The Board operates an open and inclusive culture which is reflected in the way that the Board conducts itself.  As the Company has only two Directors, the Board will formally assess and monitor corporate culture following the first acquisition / investment.

 

3

Seek to understand and meet shareholder needs and expectations

The Chair is the Group's principal spokesperson with investors, fund managers, the press and other interested parties. As well as the Annual General Meeting with shareholders, the other Directors may give formal presentations at investor road shows following the announcement of interim and full year results.

 

Notice of this year's Annual General Meeting will shortly be sent to shareholders.

 

As noted below, there are no material environmental or social matters to report to investors at this stage of the Company's development.

 

4

Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success

Given the Company's size and stage of development, the Directors have no material environmental or social issues to report at this juncture.  This will be reviewed with the relevant KPI's following execution of its investment and acquisition strategy alongside the development of a corporate and social responsibility policy.

 

5

Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, through the organisation

This is outlined in the Risk Management section on page 6 and the Internal Controls section below on page 12. An audit, remuneration and nomination committee will be implemented following the Company's first acquisition with appropriate terms of reference in addition to an enhanced risk management and governance framework tailored to the operating assets and strategic direction of the enlarged entity.

 

6

Establish and maintain the board as a well-functioning balanced team led by the chair

The Directors have the necessary up-to-date experience, skills and capabilities required for the Board as outlined on pages 7-8.

 

The Directors commit sufficient time to discharge their duties as directors of the Company, and meet the expectations of their respective roles.  There is no maximum time commitment specified, and outside of formal board meetings, the Directors devote additional time to the Company in respect of preparatory work and ad hoc meetings, particularly when the Company undergoes increased corporate activity.

 

During the year, each Director attended all four of the formally scheduled quarterly Board meetings of the Company. The Board will be augmented with suitably qualified additional executive and non-executive directors including independents following the first acquisition / investment.

 

7

Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities

The Chair is responsible for leading the Board and ensuring that the Group maintains an appropriate corporate governance framework.  The Board, so far as is practicable given the Company's size and stage of its development, has voluntarily adopted the 2023 QCA Code as its chosen corporate governance framework, and compiles with those principles that the Board believe are appropriate for the Company given it has no employees nor any operations.

 

Each Director has substantial experience operating within publicly listed organisations, performing executive and non-executive roles.  Whilst the Company does not currently provide any formal Board training, it is through the Directors other executive and non-executive roles, and past experiences, that they maintain the necessary skills and capabilities to discharge their duties.  Where specialist advice is sought for certain matters, the Directors will consult with Company advisers.  In the year, the Directors utilised Mayer Brown International LLP (Company counsel) and Tessera Investment Management Limited (strategic advice, capital markets and M&A) and Joh. Berenberg, Gossler & Co. KG (financial advisor and Rule 3 advisor) as it relates to the Proposed Transaction announced on 8 April 2026.

8

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

In the year, the Board evaluation process was limited to an ongoing informal evaluation of the performance of the Board by each Director. This will be replaced by a formal, annual evaluation process once the Group has completed its first acquisition covering the Board and Committees, including succession planning.

 

9

Establish a remuneration policy which is supportive of long-term value creation and the company's purpose, strategy and culture

With no employees and no operations, the Group is focused on cost control and pays only minimal fees to the Directors as part of their service contracts.  The principle around remuneration as detailed in the Company's prospectus remains unchanged; an incentivisation programme that is designed to drive value and build towards future monetisation events where participants are only rewarded for the delivery of shareholder value over a sustained period, and therefore have interests aligned with shareholders

 

10

Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders

The Board will continue to monitor its application of the 2023 QCA Code and revise its governance framework as appropriate as the Group evolves.

 

The Board recognises the importance of maintaining regular dialogue with shareholders to ensure that the Group's strategy is communicated and to understand the expectations of our shareholders.

 

As noted above, audit and remuneration committee reports will be published following the Company's first acquisition and formation of these committees.

 

·     

the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and Company and the undertakings included in the consolidation taken as a whole;

·     

the Chairman's Statement and Report of the Directors includes a fair review of the development and performance of the business and the position of the Group and Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and

·     

the annual report and accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group and Company's position and performance, business model and strategy.

 

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Jersey Company law requires the directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the United Kingdom ("IFRS") and the Company financial statements in accordance with FRS 101 "Reduced disclosure Framework", the Financial Reporting Standard applicable in the UK. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that year.

In preparing these financial statements, the Directors are required to:

·     

select suitable accounting policies and then apply them consistently;

·     

make judgements and estimates that are reasonable and prudent;

·     

state whether the Group financial statements have been prepared in accordance with IFRS as adopted by the United Kingdom;

·     

state whether the Company financial statements have been prepared in accordance with FRS 101 "Reduced disclosure framework"; and

·     

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 responsible for keeping proper accounting records that are sufficient to show and explain the Group and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991. They are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The maintenance and integrity of the Group's website is the responsibility of the Directors. The work carried out by the independent auditors does not involve the consideration of these matters and, accordingly, the independent auditors accept no responsibility for any changes that may have occurred in the accounts since they were initially presented on the website. Legislation in Jersey governing the preparation and dissemination of the accounts and the other information included in annual reports may differ from legislation in other jurisdictions.

 

Consolidated statement of comprehensive income

For the year ended 31 December 2025

 

 

 

 

2025

 

 

2024

 

Note

£

 

£

Administrative expenses

 

(172,772)

 

(160,996)

Operating loss

6

(172,772)


(160,996)

Finance income

7

182

 

516

Finance expense

7,14

(24,044)

 

-

Change in fair value of derivative

14

29,545

 

-

Loss on ordinary activities before taxation

 

(167,089)

 

(160,480)

Taxation charge

8

-

 

-

Loss and total comprehensive loss for the year

 

(167,089)

 

(160,480)

Loss per share

 

 

 

 

Basic and diluted

9

(£0.22)

 

(£0.21)

Loss attributable to:

 

 

 

 

Owners of the parent company

 

(167,089)

 

(160,480)

Non-controlling interests

 

-

 

-

 

All activities in both the current and the prior period relate to continuing operations.

 

The notes below form part of these consolidated financial statements.


Consolidated statement of financial position

As at 31 December 2025

 

 

31 December

31 December

 

31 December

31 December


 

2025

2025

 

2024

2024


Note

£

£

 

£

£

Current assets


 

 

 

 

 

Cash and cash equivalents

11

209,224

 

 

113


Trade and other receivables

12

7,645

 

 

7,472


Total current assets


 

216,869

 


7,585

Total assets


 

216,869

 


7,585

Current liabilities


 

 

 



Trade and other payables

13

55,510

 

 

53,949


Total current liabilities


 

55,510

 


53,949

Non-current liabilities


 


 



Convertible loan notes

14

374,499


 

-


Total non-current liabilities


 

374,499

 


-

Total liabilities


 

430,009

 


53,949

Net liabilities


 

(213,140)

 

 

(46,364)

Equity


 

 

 



Issued share capital

16

 

7,500

 


7,500

Share premium account

17

 

729,598

 


729,598

Capital redemption reserve

17

 

2

 


2

Share-based payment reserve

19

 

1,399

 


1,086

Non-controlling interest

17

 

67

 


67

Retained deficit

17

 

(951,706)

 


(784,617)

Total deficit


 

(213,140)

 


(46,364)

 

The consolidated financial statements were approved and authorised for issue by the Board on 29 April 2026 and were signed on its behalf by:

 

David Williams

Chairman

 

The notes below form part of these consolidated financial statements.

 

Consolidated statement of changes in equity

For the year ended 31 December 2025

 

 

Share capital

Share premium account

Capital redemption reserve

Share- based payment reserve

Non-controlling interest

Retained deficit

Total


Note

£

£

£

£

£

£

£

At 31 December 2023


7,500

729,598

2

772

67

(624,137)

113,802

Loss for the year


-

-

-

-

-

(160,480)

(160,480)

 

Transactions with owners in their capacity as owners:









Share-based payment charge

19

-

-

-

314

-

-

314

At 31 December 2024


7,500

729,598

2

1,086

67

(784,617)

(46,364)

Loss for the year


-

-

-

-

-

(167,089)

(167,089)

 

Transactions with owners in their capacity as owners:








 

Share-based payment charge

19

-

-

-

313

-

-

313

At 31 December 2025


7,500

729,598

2

1,399

67

(951,706)

(213,140)

 

The notes below form part of these consolidated financial statements.

 

Consolidated statement of cash flows

For the year ended 31 December 2025

 

 

2025

 

 

2024


£

 

£

Operating activities




Loss before taxation

(167,089)

 

(160,480)

Adjustments for:

 

 


Finance income

(182)

 

(516)

Finance expense

24,044

 

-

Change in fair value of derivative

(29,545)

 

-

Share-based payment charge

313

 

314

Operating cash flows before changes in working capital

(172,459)

 

(160,682)

Increase in trade and other receivables

(32)

 

(583)

Increase in trade and other payables

1,561

 

255

Net cash outflows from operating activities

(170,930)

 

(161,010)

Investing activities

 

 

 

Interest received

41


682

Net cash inflow from investing activities

41


682

Financing activities




Proceeds from issue of convertible loan notes

380,000


-

Net cash inflow from financing activities

380,000


-

Net increase / (decrease) in cash and cash equivalents

209,111

 

(160,328)

Cash and cash equivalents at beginning of the year

113

 

160,441

Cash and cash equivalents at end of the year

209,224

 

113

 

Please refer to note 20 for a reconciliation of changes in liabilities arising from financing activities.

 

The notes below form part of these consolidated financial statements.

 

Notes forming part of the consolidated financial statements

For the year ended 31 December 2025

1

General information

 

The Company is a public limited company incorporated and domiciled in Jersey, whose shares are publicly traded on the London Stock Exchange as a Shell Company (Equity Shares). The Company is the parent company of Acceler8 Ventures Subco Limited (a private company under the laws of Jersey with registered number 134587), and together form the "Group".

The address of its registered office is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey.

The Group has been incorporated for the purpose of identifying suitable acquisition opportunities in accordance with the Group's investment and acquisition strategy with a view to creating shareholder value. The Group will retain a flexible investment and acquisition strategy which will, subject to appropriate levels of due diligence, enable it to deploy capital in target companies by way of minority or majority investments, or full acquisitions where it is in the interests of shareholders to do so. This will include transactions with target companies located in the UK and internationally.

 

2

Material accounting policies

 

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these consolidated financial statements.

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

(a) Basis of preparation

These consolidated financial statements have been prepared in accordance with the requirements of International Financial Reporting Standards as adopted by the United Kingdom ("IFRS") and the requirements of the Companies (Jersey) Law 1991.

The consolidated financial statements are prepared on the historical cost basis.

The comparative figures presented cover the year ended to 31 December 2024.

(b) Basis of consolidation

The consolidated financial statements present the results of the Company and its subsidiaries (the "Group") as if they formed a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full.

Where the Group has control over a Company, it is classified as a subsidiary. The Group controls a Company if all three of the following elements are present: power over the Company, exposure to variable returns from the Company, and the ability of the Group to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the consolidated statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The acquisition related costs are included in the consolidated statement of comprehensive income on an accruals basis. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained.

(c) Functional and presentational currency

The Group's functional and presentational currency for these financial statements is the pound sterling.

(d) Going concern

The Group and Company's unaudited cash balance as at 29 April 2026 was £1,055,942.  As a result, the Directors believe the Company has sufficient working capital to fund all budgeted "as incurred" costs associated with pursuing the Proposed Transaction (as explained in note 22), including in the event that the transaction does not complete. However, in the event of an abort, the Company would likely require recapitalisation to continue operating as an acquisition vehicle thereafter.

As part of the enlarged group in the event the Proposed Transaction completes, the company will have sufficient funds to execute operations.  In the event an abort occurred, successful recapitalisation, including the timing and amount of such, are matters that are not entirely within the control of the Directors, and thus represent material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern.

Notwithstanding the above, the Directors, therefore, have made an informed judgement at the time of approving the financial statements, that there is a reasonable expectation that, on successful completion of the Proposed Transaction, the Group and Company will have adequate resources to continue in operational existence for the foreseeable future.  As a result, the Directors have adopted the going concern basis of accounting in preparing the annual financial statements. The accompanying financial statements do not include any adjustments that would be required if they were not prepared on a going concern basis.

(e) Interest receivable

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

(f) Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case it is recognised in other comprehensive income or equity respectively.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates and laws enacted or substantively enacted at the statement of financial position date.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates and laws enacted or substantively enacted at the statement of financial position date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.

(g)  Equity

Equity comprises share capital, share premium, capital redemption reserve, share-based payment reserve, non-controlling interests and retained deficit.

Share capital is measured at par value.

Please see note 17 for further details on reserves.

(h)  Financial instruments

Financial instruments are measured as set out below. Financial instruments carried on the statement of financial position include cash and cash equivalents, other receivables, accruals and convertible loan notes.

Financial assets

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and short-term deposits with an original maturity of three months or less from inception, held for meeting short term commitments.  Cash and cash equivalents are carried in the statement of financial position at cost.

Other receivables

Other receivables comprise interest receivable on cash balances and are carried in the statement of financial position at amortised cost less provision for expected credit losses.

Financial liabilities

Fair value through profit or loss

This category comprises the embedded derivative component of the 2025 Notes as outlined in note 14.  The embedded derivative is carried in the consolidated statement of financial position at fair value with changes in fair value recognised in the consolidated statement of comprehensive income.

Other financial liabilities

This category includes accruals and the debt host liability component of the 2025 Notes which are measured at amortised cost using the effective interest method.  Refer to note 14 for further detail on the  2025 Notes.

 

(i)  Share-based payments

The Group operates an equity-settled share-based payment plan. The fair value of the employee services received in exchange for the grant of options is recognised as an expense over the vesting period, based on the Group's estimate of awards that will eventually vest, with a corresponding increase in equity as a share-based payment reserve.

This plan includes market-based vesting conditions for which the fair value at grant date reflects and are therefore not subsequently revisited. The fair value is determined using a binomial model.

(j)  Related party transactions

The Group discloses transactions with related parties which are not wholly owned with the same group. It does not disclose transactions with members of the same group that are wholly owned.

(k)  Accounting standards issued

The following amendments to standards were issued and adopted in the year, with no material impact on the financial statements (all effective for annual periods beginning on or after 1 January 2025):

·     

Amendment to IAS 21 - The Effects of Changes in Foreign Exchange Rates - Lack of exchangeability.


         There were no other new accounting standards issued that have been adopted in the year.

(l)  Standards in issue but not yet effective

At the date of authorisation of these financial statements there were amendments to standards which were in issue, but which were not yet effective, and which have not been applied. The principal ones are detailed below.

The Directors do not expect the adoption of these amendments to standards to have a material impact on the financial statements, with the exception of presentational changes as a result of IFRS 18 Presentation and Disclosure in Financial Statements. Given that IFRS 18 is not effective until the period beginning 1 January 2027, the impact assessment of this standard is ongoing and will be considered further in the coming years.

          Effective for periods beginning on or after 1 January 2026:

·     

Amendments to IFRS 7 and IFRS 9 Financial Instruments - The classification and measurement of financial instruments

·     

Annual improvements to IFRS Accounting Standards - Volume 11 (including minor amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 7, IFRS 9, IFRS 10 Consolidated Financial Statements, and IAS 7)

·     

Disclosures about Uncertainties in the Financial Statements - In November 2025 the Board issued Amendments to Illustrative Examples on IFRS 7, IFRS 18, IAS 1, IAS 8, IAS 36 and IAS 37 - Disclosures about Uncertainties in the Financial Statements ("the examples"), which added illustrative examples to several IFRS accounting standards.  These Illustrative Examples do not have an effective date however, companies are expected to implement any change in their reporting on a timely basis.

 

          Effective for periods beginning on or after 1 January 2027:

·     

IFRS 18 Presentation and Disclosure in Financial Statements

·     

IFRS 19 Subsidiaries without Public Accountability: Disclosures

 

3

Accounting estimates and judgements

 

In preparing the consolidated financial statements, the Directors have to make judgments on how to apply the Group's accounting policies and make estimates about the future.  Actual results may vary from the estimates used to produce these financial statements.

 

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.

 

Significant items subject to such estimates and judgements include:

 

Valuation of derivative financial instruments

 

The conversion option on the 2025 Notes issued by the Group is an embedded derivative which was valued using a binomial lattice option model.  This methodology of determining fair value is reliant upon estimates including the Company's future share price volatility and probability of an early conversion following an initial transaction.  The sensitivity of the valuation to these estimates is considered in note 14.

 

4

 Employees

 

 

 2025

£

 

2024

£


Wages and salaries 

40,000

40,000


Social security costs

2,190

1,504



42,190

41,504

 


2025

2024

 

 

Number

Number


The average number of employees, including Directors, during the year was:

 

2

 

2

 

5

Key management personnel

 

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

 

 

2025

2024

 

                                                                                 

£

£


Salary

40,000

40,000



40,000

40,000

 

6

Operating loss

 

 

 

 

2025

2024

 

 

£

£


This has been arrived at after charging:

 



Professional services

81,596

71,460


Fees payable to the Company's independent auditor for the audit of the parent and consolidated accounts

26,000

       25,000

 

7

Finance Income and Expense

 

 

 

2025

£

2024

£


Finance Income




Bank interest receivable

182

516

 

Total Finance Income

182

516

 

Finance Expense

 

 

 

Convertible loan note - unwinding of discount

24,044

-

 

Total Finance Expense

24,044

-

 

8

Taxation



 

 

2025

2024

 

 

£

£


Jersey corporation tax

 

 


Corporation tax on loss for the year

-

-


Total taxation on loss on ordinary activities 

-

-

 


2025

 2024



£

£


Loss before tax

(167,089)

(160,480)


Tax for financial service companies at 10% (2024: 10%)

(16,709)

(16,048)


Effect of:

 



Tax losses on which a deferred tax asset has not been recognised

16,709

16,048


Total taxation on loss on ordinary activities 

-

-

Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and carry forward tax losses/credits can be utilised. Accordingly, the Group has not recognised deferred tax assets in respect of deductible temporary differences and carry forward tax losses as at 31 December 2025 and 31 December 2024 respectively, as it is not probable at year end that relevant taxable profits will be available in future based on the current activities of the Group as a holding group. There are no expiry dates on these tax losses as at the year end. The unrecognised deferred tax asset is summarised below:

 

Tax losses and unrecognised deferred tax asset carried forward

2025

2024

 

 

£

£


Cumulative temporary differences and carry forward tax losses

951,706

784,617


Unrecognised deferred tax asset on above at 10% (based on the enacted tax rate at the date of signing the financial statements)

 

95,171

 

78,462

 

9

Earnings per share

 

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

 

 

2025

2024

 

 

£

£


Loss used in basic and diluted EPS, being loss after tax

(167,089)

(160,480)

 

Adjustments:

 

 


Share-based payment charge

313

314


Adjusted earnings used in adjusted EPS

(166,776)

(160,166)

 

The basic and diluted loss per share for the years ended 31 December 2025 and 31 December 2024 are the same as the result for both years were a loss, and therefore the Subco Incentive Scheme share options (note 19) and the convertible loan note options (note 14) would be anti-dilutive, however they may become dilutive in future periods.  Therefore, the dilutive loss per share is considered as the same as the basic loss per share. 

 


2025

2024

 

 

Number

Number


Weighted average number of ordinary shares of 1p each used as the denominator in calculating basic and diluted EPS

 

750,000

 

750,000

 

Loss per share

 

 


Basic and diluted

(£0.22)

(£0.21)


Adjusted - basic and diluted

(£0.22)

(£0.21)

 

10

Subsidiaries

 

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

 

Subsidiary

Nature of business

Country of incorporation

Proportion of A ordinary shares held by Company

Proportion of B ordinary shares held by Company


Acceler8 Ventures Subco Limited

Intermediate holding company

Jersey, Channel Islands

100 per cent.

0 per cent.

 

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

The A ordinary shares have full voting rights, full rights to participate in a dividend and full rights to participate in a distribution of capital.  The B ordinary shares have been issued pursuant to the Company's Subco Incentive Scheme.

 

11

Cash and cash equivalents



 

 

2025

2024

 

 

£

£


Cash and cash equivalents               

209,224

113



209,224

113

 

12

Trade and other receivables



 

 

2025

2024

 

 

£

£

 

Other receivables

144

3

 

Prepayments

7,501

7,469



7,645

7,472

 

13

Trade and other payables

 

 

 

 

2025

2024

 

Current trade and other payables

£

£


Accruals

43,670

43,121


Wages payable

11,840

10,828



55,510

53,949

 

14

Convertible loan notes

 

On 28 August 2025, the Company raised £380,000 through the issue of unsecured convertible loan notes (the "2025 Notes") at an interest rate of 8% per annum, accrued daily and compounded annually.  Conversion of the 2025 Notes into ordinary shares of the Company is automatic, and immediately prior to completion of an initial transaction (having the meaning set out in UKLR 13.4.1) or on the third anniversary of issue if no initial transaction occurs.  The conversion price is the lower of £1.00 per share, and a 30% discount to the prevailing share price (initial transaction price or 20-day VWAP at the third anniversary of issue).

The 2025 Notes are a hybrid financial instrument whereby a debt host liability component and embedded derivative liability component was determined at initial recognition.  The conversion option did not satisfy the fixed for fixed equity criterion as the number of shares issued is variable and based on the future share price of the Company. The fair value of the embedded derivative liability is determined first and the residual amount is assigned to the debt host liability. 

The debt host liability is accounted for using the amortised cost basis with an effective interest rate of 41.95%. The effective interest rate is the discount rate that discounts the debt host liability's estimated future contractual cashflows over its expected life to the initial carrying amount of the debt host. 

There were no directly attributable transaction costs associated with the issue of the 2025 Notes.

Fair value measurement

The initial recognition of the embedded derivative conversion feature has been recognised as a liability on the balance sheet with any changes to the fair value of the derivative recognised in the income statement. It has been fair valued using a binomial lattice valuation model which incorporate assumptions including share price, expected volatility, risk-free interest rate, expected term, coupon, and the probability and timing of conversion.  Changes in these assumptions affect the reported fair value of the embedded derivative.  The binomial lattice valuation model was used to value the embedded derivative on issue date (28 August 2025) and at year end 31 December 2025.  The assumptions for the valuation of the embedded derivative at initial recognition and year end are shown below:

31-Dec-25

28-Aug-25

Company share price

£0.80

£1.05

Expected volatility of share price

38.18%

41.27%

Expected life of options

2.7 years

3 years

Risk-free rate

3.75%

3.75%

Probability of initial transaction

50%

50%

Fair value of embedded derivative liability

£183,096

£212,641

 

The expected volatility was estimated by reference to the historical 3-year volatility of the Company.

The valuation of the embedded derivative liability is prepared with the assistance of the Directors and their advisors.  The valuation methodology, significant assumptions and resulting fair value are reviewed and approved at each reporting date.  Changes in fair value hierarchy classification, valuation techniques and key assumptions are considered as part of the period-end financial reporting process. 

The fair value of the embedded derivative at initial recognition was £212,641.  As the proceeds received from the 2025 Notes was £380,000, the residual allocated to the debt host liability was £167,359.

The fair value of the embedded derivative is a level 3 recurring fair value measurement.  A reconciliation of the opening and closing fair value balance is provided below:

2025


£

Opening liability balance (level 3 recurring fair value)

-

Issues

212,641

(Gains) / losses recognised in profit or loss


Unrealised change in fair value

(29,545)

Closing liability balance (level 3 recurring fair value)

183,096

 

The valuation technique and significant unobservable inputs used in determining the fair value measurement as well as the inter-relationship between key unobservable inputs and fair value is detailed in the table below.

Valuation technique

Significant unobservable inputs

Inter-relationship between key unobservable inputs and fair value

Binomial lattice model

Expected volatility of share price

A higher expected volatility would generally increase the fair value of the embedded derivative liability, and a lower expected volatility would generally decrease the fair value of the embedded derivative liability.

Binomial lattice model

Probability of initial transaction

An increase in the probability of conversion for this instrument will decrease the fair value of the embedded derivative liability and a decrease in the probability of conversion for this instrument will increase the fair value of the embedded derivative liability.

 

Sensitivity analysis

The sensitivity analysis has been prepared by recalculating the fair value of the embedded derivative liability at the reporting date using reasonably possible alternative assumptions for each significant unobservable input, while holding all other assumptions constant.  The revised fair values derived from those alternative assumptions have then been compared with the base case fair value at the reporting date.

Reasonable possible alternative assumptions at the reporting date would have a significant effect on the fair value of the embedded derivative liability as follows:

A 30% increase / decrease to the expected volatility of the Company's share price results in a variance of £21,021 / £19,508 in the fair value of the embedded derivative liability respectively.

A 30% increase / decrease to the probability of an initial transaction results in a variance of £15,462 / £18,706 in the fair value of the embedded derivative liability respectively.

 

 

 

Embedded derivative liability

Debt host liability

Total

 

 

£

£

£

 

Initial recognition

212,641

167,359

380,000

 

Transaction costs

-

-

-

 

Unwinding of discount

 

24,044

24,044

 

Change in fair value

(29,545)

-

(29,545)

 

Value as at 31 December 2025

183,096

191,403

374,499

 

15

Financial instruments - Risk Management

 

The Group is exposed to the following financial risks:

-

Credit risk, and

-

Liquidity risk

 

The Group is exposed to risks that arise from its use of financial instruments.  This note describes the Group's objectives, policies and processes for managing those risks and the methods used to measure them.  Further quantitative information in respect of these risks is presented throughout these financial statements.  There have been no substantive changes in the Group's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

(i)            Principal financial instruments

The principal financial instruments used by the Group, from which financial instrument risk arises comprise cash and cash equivalents, other receivables, accruals, and convertible loan notes.

(ii)           Financial instruments by category

Financial assets

 

Fair Value

Amortised cost

Total

Fair Value

Amortised cost

Total

 

2025

2025

2025

2024

2024

2024

 

£

£

£

£

£

£

Current

 

 

 

 

 

 

Cash and cash equivalents

-

209,224

209,224

-

113

113

Other receivables

-

144

144

-

3

3

Total financial assets

-

209,368

209,368

-

116

116

 

Financial liabilities

 

Fair Value

Amortised cost

Total

Fair Value

Amortised cost

Total

 

2025

2025

2025

2024

2024

2024

 

£

£

£

£

£

£

Current

 

 

 

 

 

 

Accruals

-

43,670

43,670

-

43,121

43,121

Wages payable


11,840

11,840


10,828

10,828

Total Current

-

55,510

55,510

-

53,949

53,949

Non-current





 

 

Embedded derivative

183,096

-

183,096

-

-

-

Debt host liability

-

191,403

191,403

-

-

-

Total non-current

183,096

191,403

374,499

-

-

-

Total financial liabilities

183,096

246,913

430,009

-

53,949

53,949

 

 

(iii)         Financial risk factors

Credit risk

The Group's credit risk is wholly attributable to its cash balance. All cash balances are held at a reputable bank in Jersey. A cash balance becomes credit-impaired only when there is objective evidence that the bank counterparty may not repay the full amount or access to the funds has been impaired.  The credit risk from the Group's cash balance is deemed to be low due to the nature and size of the balance held.

Liquidity risk

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

The Group's approach to liquidity risk is to ensure that sufficient liquidity is available to meet foreseeable requirements and to invest funds securely and profitably, where those funds are available to do so.  As noted in the Report of the Directors, the Group raised £380,000 fixed rate unsecured convertible loan notes during the year to support working capital requirements in pursuit of an initial transaction.

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

Financial liabilities:

 

 

 

Less than 1 year

2 to 5 Years

More than 5 years

Total



£

£

£

£


Accruals

 55,510



55,510


Convertible loan notes

 

478,691

 

478,691


At 31 December 2025

55,510

478,691

-

534,201


Accruals

 53,949

 

 

53,949


At 31 December 2024

53,949

-

-

53,949

 

Fair value measurement

 

The fair value measurement of the Group's financial instruments utilises market observable inputs and data as far as possible.  Inputs used in determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation technique utilised are (the "fair value hierarchy"):

-    

Level 1: Quoted prices in active markets for identical items (unadjusted)

-    

Level 2: Observable direct or indirect inputs other than Level 1 inputs

-    

Level 3: Unobservable inputs (ie. Not derived from market data)

 

The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. 

 

Level 1

Level 2

Level 3

Financial assets and liabilities

2025

£

2024

£

2025

£

2024

£

2025

£

2024

£

Derivative financial liabilities





 

183,096

 

-

Total





183,096

-

The carrying value of all other financial assets and financial liabilities approximates to their fair value.

Information relating to the basis of determination of the level 3 fair value for the convertible loan note embedded derivative is disclosed in note 14.

There were no transfers between any levels of the fair value hierarchy in the current or prior years.

16

Share capital

 

 

Allotted, called up and fully paid

 

 

2025

2024

2025

2024

 

 

Number

Number

£

£


Ordinary shares of 1p each:

750,000

750,000

7,500

7,500


At 31 December

750,000

750,000

7,500

7,500

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

 

17

Reserves

 

Share premium account and retained earnings represent balances conventionally attributed to those descriptions. The transaction costs relating to the issue of shares was deducted from share premium.

Capital redemption reserve includes amounts in relation to deferred shared capital.

The Group having no regulatory capital or similar requirements, its primary capital management focus is on maximising earnings per share and therefore shareholder return.

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

The Directors have proposed that there will be no final dividend in respect of 2025 (2024: £Nil).

 

18

Share Incentive Plan

 

On 27 May 2021, the Group created a Subco Incentive Scheme within its wholly owned subsidiary Acceler8 Ventures Subco Limited ("Subco"). Under the terms of the Subco Incentive Scheme, scheme participants are only rewarded if a predetermined level of shareholder value is created over a three to five year period or upon a change of control of the Company or Subco (whichever occurs first), calculated on a formula basis by reference to the growth in market capitalisation of the Company, following adjustments for the issue of any new Ordinary shares and taking into account dividends and capital returns ("Shareholder Value"), realised by the exercise by the beneficiaries of a put option in respect of their shares in Subco and satisfied either in cash or by the issue of new ordinary shares at the election of the Company.

Under these arrangements in place, participants are entitled to up to 15 per cent. of the Shareholder Value created, subject to such Shareholder Value having increased by at least 12.5 per cent. per annum compounded over a period of between three and five years from admission or following a change of control of the Company or Subco.

As announced on 8 April 2026, the Group intends to void the Subco Incentive Scheme on completion of the Proposed Transaction with no payout to participants.

 

19

Share-based payments

 

The Subco Incentive Scheme detailed in note 18 is an equity-settled share option plan which allows employees and advisors of the Group to sell their B shares to the company in exchange for a cash payment or for shares in the Company (at the Company's election) if certain conditions are met.

 

These conditions include good and bad leaver provisions and that growth in Shareholder Value of 12.5 percent compound per annum is delivered over a three to five year period for the scheme to vest. This second condition is therefore a market condition which has been taken into account in the measurement at grant date of the fair value of the options.

 

The weighted average exercise price of the outstanding B share options is £Nil which have a weighted average contractual life of 3 years 9 months. 29,000 B share options were issued in the nine-month period to 31 December 2021, all of which were outstanding at the current year end. No B share options were exercised in the current or prior period. No B share options have expired during the current or prior period.

 

The Group recognised £313 (2024: £314) of expenditure in the statement of total comprehensive income in relation to equity-settled share-based payments in the year.

 

The fair value of options granted during the period is determined by applying a binominal model. The expense is apportioned over the vesting period of the option and is based on the number which are expected to vest and the fair value of these options at the date of grant.  The inputs into the binomial model in respect of options granted in 2021 are as follows:

 

 

Opening share price



£1

 

Expected volatility of share price



16.67%

 

Expected life of options



5 years

 

Risk-free rate



0.71%

 

Target increase in share price per annum



12.5%

 

Fair value of options

 

 

5.397p

 

Expected volatility was estimated by reference to the average 5-year volatility of the FTSE SmallCap Index.

The target increase in Shareholder Value is laid out in the Articles of Association of the Subco and represents the compounded target annual increase in market capitalisation (adjusted for capital raises and dividends) that needs to be met between the third and fifth anniversary of the Group's admission onto the Main Market of the London Stock Exchange in order for the scheme to vest.

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

 

20

Note to statement of cash flows

 

Below is a reconciliation of non-current liabilities arising from financing activities:

 

 

 

Convertible Loan Note - Debt Host Liability

(Note 14)

Convertible Loan Note - Embedded Derivative Liability

(Note 14)

Total


 

£

£

£


1 January 2024

-

-

-


Cash flow adjustments:





Initial recognition

-

-

-


Non cash flow adjustments:





Unwinding of discount

-

-

-


Change in fair value

-

-

-


Total non-current liabilities

31 December 2024

 -

-

-


Cash flow adjustments:

 




Initial recognition

167,359

212,641

380,000


Non cash flow adjustments:

 

 

 


Unwinding of discount

24,044

-

24,044


Change in fair value

-

(29,545)

(29,545)


Total non-current liabilities

31 December 2025

191,403

183,096

374,499

 

21

Related party transactions

 

Transactions with key management personnel

Key management personnel comprise the Directors of the Company. The remuneration of the individual Directors is disclosed in the Report of the Directors and Directors' remuneration in note 5.

On 24 March 2025, the Directors each loaned the Company £7,500 for working capital purposes.  On 12 September 2025, the Company repaid each of the Director loans of £7,500.  The loans were interest free.  There are no other outstanding Director loans as at 31 December 2025 (2024: nil).

The ultimate parent company and the smallest and largest group to consolidate these financial statements is Acceler8 Ventures plc.  Balances and transactions between Acceler8 Ventures plc and its subsidiary (listed in note 10), which are related parties, are eliminated on consolidation and are not disclosed in this note. 

22

Post balance sheet events

 

Subsequent to the year ended 31 December 2025, on 8 April 2026, the Company announced the Proposed Transaction with IIG.  Under the Proposed Transaction, which if completed, would constitute an initial transaction under UK Listing Rule 13.4 and reverse takeover under the Takeover Code, it is proposed that the enlarged group's shares would be listed on the Equity Shares (Commercial Companies) category of the Official List maintained by the Financial Conduct Authority.  The Proposed Transaction values IIG at approximately £600 million on a fully diluted basis based on the closing price per AC8 share of 80 pence on 7 April 2026.  AC8 shareholders are expected to hold 0.99 per cent. of the enlarged group share capital at admission to trading on the LSE's main market (after the effect of a bonus issue of ordinary shares to AC8 shareholders and the conversion of all outstanding convertible loan notes).

 

At the date these financial statements were authorised for issue, the Group had not announced a firm offer for IIG under Rule 2.7 of the Takeover Code, and therefore it is not practicable to estimate the financial effect of the Proposed Transaction.

 

On 21 April 2026, the Company announced that it had successfully raised £1 million through the issue of unsecured convertible loan notes (the "2026 Notes") to support working capital requirements in pursuit of the Proposed Transaction.  The 2026 Notes have an interest rate of 8% per annum that is accrued daily and compounded annually.  Conversion of the 2026 Notes into ordinary shares of the Company is automatic, and immediately prior to completion of an initial transaction or on the third anniversary of issue if no initial transaction occurs.  The conversion price on the basis the Proposed Transaction is completed is 34 pence per share, or where an alternative transaction is completed, a 30% discount to the prevailing share price (initial transaction price or 20-day VWAP at the third anniversary of issue).

At the same time, the Company also announced a proposed amendment to the 2025 Notes to adjust the conversion price per share to 28 pence on the basis the Proposed Transaction completes.

23

Contingent liabilities

 

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

 

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