Maven IncGwth VCT 3 - Annual Financial Report
24/03/2026 17:32
RNS Number : 9689X Maven Income and Growth VCT 3 PLC 24 March 2026 Maven Income and Growth VCT 3 PLC Final results for the year ended 30 November 2025 The Directors report the Company's financial results for the year ended 30 November 2025. Highlights • NAV total return at the year end of 152.82p per Ordinary Share (2024: 152.03p) • NAV at the year end of 47.95p per Ordinary Share (2024: 51.31p) • £5.0 million deployed in new and follow-on investments • Two profitable private company exits completed, with a material partial realisation completing shortly after the period end • Interim dividends, for the year, totalling 3.00p per Ordinary Share paid • Final dividend of 0.60p per Ordinary Share proposed for payment on 15 May 2026, taking the annual yield to 7% (2024: 6%) • Offer for Subscription launched in September 2024 closed early, fully subscribed and raising £10 million • New Offer for Subscription launched in October 2025, with £7.4 million raised as at the date of the Annual Report Strategic Report Chairman's Statement On behalf of your Board, I am pleased to announce the results for the financial year to 30 November 2025, which demonstrate that your Company has made further positive progress. The improvement in NAV total return reflects the maturing profile of the private equity portfolio, where an increasing number of companies are delivering sustained revenue growth and achieving scale, which has resulted in uplifts to valuations and acquisition interest from global trade and private equity buyers. The success of the 2024 fundraising provided liquidity to continue the investment strategy and, alongside 19 follow-on investments into existing portfolio companies, it is encouraging to report that five new private companies were added to the portfolio during the year. There continues to be a healthy level of exit activity, with two profitable private company sales completing during the year. Consistent with the Board's objective of maintaining a programme of regular Shareholder payments, the majority of the cash proceeds received from these exits was distributed to Shareholders through the two interim dividends. The Directors are pleased to propose a final dividend of 0.60p per Ordinary Share. This takes the annual dividend to 3.60p per Ordinary Share, representing a yield of 7%, and a meaningful excess to the annual target of 6%. This positive progress has been achieved during a year in which UK economic growth has remained subdued, impacted by ongoing geopolitical events and increased costs levied on businesses by the 2024 Autumn Budget Statement. While inflation remains unpredictable, it stabilised through the latter part of the financial year and this, coupled with successive interest rate cuts, has potentially created a more benign outlook for the year ahead, although the recent conflict in the Middle East could impact this. As Shareholders may be aware, the 2025 Autumn Budget Statement introduced specific changes to the rules governing VCTs. Positively, and consistent with industry campaigning, the Chancellor announced that the annual and lifetime investment limits, and the gross assets test, for VCT qualifying companies would be doubled. The Board welcomes these upward revisions, as the new limits more accurately reflect the funding requirements of ambitious and entrepreneurial SMEs. Increasing the investment limits provides your Company with greater flexibility to support VCT qualifying companies as they scale, while the expansion of the gross assets test creates a larger pool of VCT qualifying companies in which your Company can invest. However, the Statement also announced the initial income tax relief available for VCT shares, issued on or after 6 April 2026, would be reduced from 30% to 20%. The reduction in tax relief is disappointing, and the Manager has actively contributed to the Government's call for evidence, making the case that this change should be reversed. The Manager will also remain involved in discussions with policy makers and industry bodies, providing evidence to support the important role VCT funding plays in financing fast growing SMEs across the UK, which are a fundamental contributor to the Government's stated aim of delivering economic growth. Portfolio Review Your Company's portfolio comprises investments in both private and AIM listed companies with the private company portfolio representing the vast majority of invested value and being the focus of new investment activity. The private company portfolio now extends to over 60 growth focused companies, providing access to a wide range of dynamic and emerging sectors such as Software-as-a-Service (SaaS), cyber security, data analytics, regtech, fintech and precision engineering, with limited direct exposure to sectors that are more likely to be impacted by any reduction in discretionary consumer spending. It is also worthwhile noting that the portfolio is relatively well insulated from the impact of US tariffs, with only a small number of companies exporting goods to the US. Consequently, strong momentum has been achieved across the private company portfolio during the financial year, with two successful exits completed and a growing proportion of investee companies maturing and achieving scale, resulting in 23 now being profitable. Alongside this positive progress, and as is inherent in the nature of early stage investment, despite the best efforts of the Manager, three portfolio companies entered administration. While this is disappointing, it reflects the risk profile of early stage investment, and reinforces the benefit of maintaining a large and diversified portfolio of investments to help mitigate this. Turning to AIM, market conditions have continued to be challenging, with investor appetite for smaller listed companies remaining subdued and limited new VCT qualifying investment opportunities. As a result, the value of your Company's AIM portfolio has declined, and now only accounts for around 1% of NAV. The Board and the Manager will retain a cautious approach to AIM investment. Whilst the Manager will continue to review opportunities, it is unlikely that there will be any further new AIM investments except in situations where there is a convincing and capital light business case, or where the Manager believes there is an opportunity for early share price arbitrage. Therefore, in line with your Company's investment strategy, the core focus of the Manager and the Board remains on working closely with the management teams of existing portfolio companies, assisting them in growing value, culminating in achieving profitable exits while continuing to steadily expand the portfolio through the selective addition of private companies with high growth potential, that operate across a diverse range of dynamic sectors. In support of this focus, the Manager continues to see good demand for growth capital across its network of regional offices and, during the year, added five new private companies to the portfolio, at an aggregate investment of £2.5 million. The provision of additional capital to support existing portfolio companies is an increasingly important element of the investment strategy and, during the year, £2.5 million of follow-on funding was provided to 19 portfolio companies. In most cases this was where businesses were making commercial progress and additional funding was required to help accelerate growth. For others, where progress was behind plan, funding was agreed to provide a longer runway over which commercial objectives could be achieved and was released in tranches upon meeting specific milestones. During the year, your Company completed two profitable private company exits. In early July 2025, the realisation from crematoria operator Horizon Ceremonies completed, generating an initial return of 2.4x cost and cash proceeds of over £3 million, with potential for a further deferred element, contingent on the receipt of planning approval at two identified sites. In November 2025, the exit from specialist mechanical and electrical maintenance contractor DPP completed, generating a total return of 2.1x cost including all yield payments and over £1.6 million in cash. It is worth noting that both these investments were longer term holdings, where the Manager played a hands on role in assisting the management teams, over many years ahead, of being able to position the businesses for the profitable exits that were achieved this year. Further detail on these two exits can be found in the Investment Manager's Review in the Annual Report. Post the period end, a partial realisation of your Company's largest investment by value, artificial intelligence (AI) enabled contract software specialist Summize was achieved with a syndicate of UK private equity investors providing £40 million to fund Summize's next phase of growth. The transaction included funding from Maven's Regional Buyout Fund II, alongside two new institutional investors, with your Company also completing a new VCT qualifying investment as part of this larger funding round. Through this transaction, the Manager negotiated a partial exit which generated an initial return for your Company of 3.6x cost, comprising cash alongside a substantial retained equity stake. This transaction is a continuation of the partial exit strategy that was recently utilised with MirrorWeb, Novatus Global and Quorum Cyber, which also achieved rapid growth during your Company's period of investment and secured significant third party funding to help accelerate their business plans. The Directors support this approach, as it provides liquidity to help fund Shareholder distributions, while allowing your Company to remain invested in those companies that have the ability to become larger and more valuable assets. Shareholders will find additional details of the key developments across the portfolio in the Investment Manager's Review in the Annual Report. Valuation Methodology The Board and the Manager continue to apply the International Private Equity and Venture Capital Valuation (IPEV) Guidelines as the central methodology for all private company valuations. The IPEV Guidelines are the prevailing framework for fair value assessment in the private equity and venture capital industry. The IPEV Guidelines are updated periodically to ensure that they continue to reflect best practice and remain aligned with evolving accountancy standards and regulatory guidance, as well as reflecting developments within the wider market. The most recent update (December 2025) incorporated limited changes to the existing valuation framework, adding guidance on the impact of ESG and sustainability on valuation methodologies, and the use of AI enabled valuation models. With respect to the use of AI models for valuing unlisted investments, IPEV concluded that while they can be a useful tool to augment the valuation process, they do not replace human professional judgement and scepticism. It should be noted that the Manager does not currently utilise any such AI tools when valuing the unlisted portfolio. In accordance with normal market practice, investments quoted on AIM or another recognised stock exchange, are valued at their closing bid price at the period end. Further details on your Company's approach to valuing portfolio companies can be found in the Business Report and in Note 1 to the Financial Statements in the Annual Report. The principal Key Performance Indicators (KPIs) are outlined in the Business Report and a summary of the Alternative Performance Measures (APMs) is included in the Financial Highlights in the Annual Report, with definitions of terms contained in the Glossary in the Annual Report. Treasury Management Strategy The Board and the Manager maintain a proactive treasury management strategy, where the objective remains to optimise the income generated from cash held prior to investment in VCT qualifying companies, whilst meeting the requirements of the Nature of Income condition. This is a mandatory part of the VCT legislation which stipulates that not less than 70% of a VCT's income must be derived from shares or securities, as opposed to bank interest income. Central to this well established approach to treasury management is a focus on maintaining a diversified portfolio of permitted non-qualifying holdings that have strong fundamentals and attractive income characteristics. The core holdings include carefully selected money market funds (MMFs), open-ended investment companies (OEICs) and London Stock Exchange listed investment trusts, with the remaining cash held on deposit across several UK banks to minimise counterparty risk. This approach ensures ongoing compliance with the Nature of Income condition, whilst also providing your Company with a healthy stream of income that currently generates a blended annualised yield of over 3.5% across the combined treasury management portfolio and uninvested cash. This is a dynamic portfolio, which remains under close and regular review. Over time, the size and structure of this portfolio may vary depending on your Company's rate of investment, the quantum of cash proceeds realised through exits and the overall liquidity level, whilst also taking into consideration relevant macroeconomic or market factors. Full details of the treasury management holdings at the year end are shown in the Investment Portfolio Summary in the Annual Report. Dividend Policy The Directors understand the importance of regular tax free distributions to Shareholders and, as announced in the 2024 Annual Report, enhanced the dividend policy at the end of the 2024 financial year by increasing the target annual yield from 5% to 6% of NAV per Ordinary Share at the immediately preceding year end. Shareholders should be aware that this remains a target and that decisions on distributions take into consideration a number of factors including the realisation of capital gains, the adequacy of distributable reserves, the availability of surplus revenue and the VCT qualifying level, all of which are kept under close and regular review. As the portfolio continues to expand and the proportion of younger companies increases, the timing of distributions will be closely linked to realisation activity, whilst also reflecting the requirement to maintain the VCT qualifying level. Interim Dividends and Proposed Final Dividend In line with the dividend policy, and following the realisation from Horizon Ceremonies in early July 2025, the Directors were pleased to announce an increased interim dividend of 2.00p per Ordinary Share, for the year ended 30 November 2025, which was paid on 29 August 2025 to those Shareholders on the register at 25 July 2025. In addition, following the sale of DPP in November 2025, a second interim dividend of 1.00p per Ordinary Share, for the year ended 30 November 2025, was paid on 16 January 2026 to those Shareholders on the register at 12 December 2025. The Directors are pleased to propose that a final dividend of 0.60p per Ordinary Share, in respect of the year ended 30 November 2025, be paid on 15 May 2026 to Shareholders who are on the register at 17 April 2026. This will bring the annual dividend to 3.60p per Ordinary Share, representing a yield of 7% based on the NAV per Ordinary Share at the immediately preceding year end. Since the Company's launch, and after receipt of the proposed final dividend, a total of 106.47p per Ordinary Share, will have been paid in tax free distributions. It should be noted that payment of a dividend reduces the NAV by the total amount of the distribution. The Board is aware that there are a number of unclaimed dividends and wishes to remind Shareholders that it is their responsibility to ensure that the Company's Registrar (The City Partnership) has the correct contact and bank account details to allow for the timely payment of dividends. Shareholders are advised to check that they have received dividends and to contact the Registrar if they have not. Dividend tax vouchers are available to download from the Registrar's investor hub at maven-cp.cityhub.uk.com, with hard copies being posted to those Shareholders who have not opted to receive communications from the Company electronically. Dividend Investment Scheme (DIS) Your Company operates a DIS, through which Shareholders can, at any time, elect to have their dividend payments utilised to subscribe for new Ordinary Shares issued under the standing authority requested from Shareholders at Annual General Meetings. Ordinary Shares issued under the DIS are free from dealing costs and should benefit from the tax reliefs available on new Ordinary Shares issued by a VCT in the tax year in which they are allotted, subject to each individual Shareholder's particular circumstances. Shareholders can elect to participate in the DIS, in respect of future dividends by completing a DIS mandate form and returning it to The City Partnership. In order for the DIS to apply to the 2025 final dividend, to be paid on 15 May 2026, the mandate form must be received by the Registrar before 1 May 2026, this being the relevant dividend election date. The mandate form, terms and conditions and full details of the scheme (including tax considerations) are available on the Company's webpage at mavencp.com/migvct3. Shareholders can also elect to participate in the DIS through the Registrar's online investor hub at maven-cp.cityhub.uk.com/login. If a Shareholder is in any doubt about the merits of participating in the DIS, or their own tax status, they should seek advice from a suitably qualified adviser. Distributable Reserves At a general meeting of the Company, held on 13 November 2025, Shareholders approved special resolutions to cancel the share premium account and the capital redemption reserve, pursuant to the Companies Act 2006, to create a further pool of distributable reserves that can be used for future dividends or any other applicable purpose. On 28 January 2026, by an Order of the High Court of Justice, the share premium account and the capital redemption reserve were cancelled, and the Court Order was registered by the Registrar of Companies on 31 January 2026, at which point, the cancellation became effective. Whilst the level of distributable reserves has increased by £39.2 million, the quantum and timing of dividend payments will continue to be closely linked to realisation activity while also reflecting the requirement to maintain the Company's VCT qualifying level. Fund Raising and Offer for Subscription On 1 April 2025, the Offer for Subscription, which was launched in September 2024, closed early, fully subscribed, raising a total of £10 million in aggregate for the 2024/25 and 2025/26 tax years. All new Ordinary Shares in relation to that Offer have now been allotted and further details are included in Note 12 to the Financial Statements in the Annual Report. On 2 October 2025, a new Offer for Subscription was launched, alongside Offers by the other Maven Income and Growth VCTs, accepting applications for the 2025/26 and 2026/27 tax years. Your Company has a target raise of £12.5 million including the ability to utilise an over-allotment facility of up to £5 million, which was opened in early February 2026. As at the date of the Annual Report, your Company has raised a total of £7.4 million across both tax years. Further details about the Offer can be found at mavencp.com/vctoffer. In response to investor feedback, the Board is committed to making regular allotments of new Ordinary Shares and the first allotment for the 2025/26 tax year completed on 16 December 2025, with a second allotment taking place on 17 February 2026. The Offers close to new applications on 2 April 2026 for the 2025/26 tax year and 24 April 2026 for the 2026/27 tax year, unless fully subscribed ahead of these dates. Further allotments for the 2025/26 tax year are expected to be completed on 24 March and 2 April. The first allotment for the 2026/27 tax year is expected to be completed on 14 April and a final allotment will take place on or shortly after 24 April, once the Offer is closed. The Directors are confident that Maven's regionally based team of investment executives has the resource and capability to continue sourcing attractive VCT qualifying companies across a range of dynamic sectors throughout the UK, and that this additional liquidity will facilitate the further expansion and development of the portfolio in line with the investment strategy. In addition, the funds raised will allow your Company to maintain its active share buyback policy, whilst also spreading costs over a wider asset base, with the objective of maintaining a competitive OCR for the benefit of all Shareholders. Share Buy-backs The Directors acknowledge the need to maintain an orderly market in the Company's shares and have delegated authority to the Manager to enable the Company to buy back its own shares in the secondary market for cancellation or to be held in treasury, subject always to such transactions being in the best interests of Shareholders. It is intended that the Company will seek to buy back shares with a view to maintaining a share price that is at a discount of approximately 5% to the latest published NAV per Ordinary Share. Any purchase of the Company's own shares will be subject to various factors including market conditions, available liquidity and the maintenance of the Company's VCT qualifying status. It should be noted that the Company cannot buy back shares whilst it is in a closed period, which is the time from the end of a reporting period until either the announcement of the relevant results or the release of an unaudited NAV. Additionally, a closed period may be introduced if the Directors or the Manager are in possession of price sensitive information. Shareholders should note that neither the Company nor the Manager can execute a transaction in the Company's shares. If a Shareholder wishes to buy or sell shares on the secondary market, they should direct their instruction through a stockbroker of their choice. To discuss a transaction, the Shareholder's stockbroker should contact the Company's stockbroker, Shore Capital Stockbrokers, on 020 7647 8132. VCT Regulatory Developments During the year, your Company has remained fully compliant with the complex conditions and requirements of the VCT scheme. As previously outlined, the 2025 Autumn Budget Statement included amendments to the rules governing the VCT scheme with respect to investment limits and the tax relief available for VCT shares issued on or after 6 April 2026. During the year, the case for increasing the investment limits to assist certain younger and high growth companies that operate in sectors that have an extended investment cycle, such as life sciences, technology and other knowledge intensive businesses, was made by the VCT Association (VCTA), of which the Manager is a founding member, through its Growth Beyond Limits campaign. The Board, therefore, welcomed the announcement that, from 6 April 2026, the investment limits would be doubled. The annual amount that a VCT can invest in a qualifying company will increase to £10 million (£20 million for knowledge intensive companies) while the lifetime allowance for a VCT qualifying company will increase to £24 million (£40 million for knowledge intensive companies). In addition, the gross assets test will also double, which means that larger companies can now potentially qualify for VCT investment. These changes should help to ensure that your Company, and the VCT industry more widely, can continue to provide funding to the UK's most innovative SMEs as they scale. However, in the Autumn Statement the Chancellor also announced that the initial income tax relief available for VCT shares issued on or after 6 April 2026 would be reduced from 30% to 20%. This reduction in tax relief for investors is disappointing and, through the VCTA, the Manager will continue to provide Government policy makers and market commentators with evidence to reinforce the importance of VCT investment as part of the wider funding ecosystem. This will focus on highlighting specific cases where Maven has supported high growth businesses across the regions as they scale and create local employment opportunities. Environmental, Social and Governance (ESG) Considerations While your Company's investment policy does not incorporate specific ESG objectives, and portfolio companies are not required to meet any related targets, the Board and the Manager recognise the importance of considering ESG matters as an integral part of the investment process. Maven's ESG and Responsible Investment Policy ensures ESG related risks and opportunities are identified during pre-investment due diligence and can be carefully considered as part of the investment process. Maven's post investment ESG framework provides a structure for regular engagement with companies to ensure that ESG metrics are monitored throughout the period of investment. The Manager continues to be an active member of the United Nations Principles of Responsible Investment and submitted its second public investor report in July 2025. The Board is aware of the proactive work that Maven is doing to support social initiatives that promote diversity in the investment sector, such as Future Asset, the Investing in Women Code, the Lifted Project and Maven's own Female Founders Programme. Further details on Maven's approach to ESG and developments across the portfolio are included in the Investment Manager's Review in the Annual Report. Maven Capital Partners UK LLP In early 2026, Maven announced that its long standing Fund Manager Bill Nixon would be stepping back from his role as Investment Manager of the Maven VCTs and retiring as Maven's Managing Partner, moving to a new role as Chair of Maven. Alongside senior colleagues, Bill founded Maven in 2009 and its Managing Partner for over 17 years has grown Maven's business, particularly its VCT focus, establishing its position as a leading Manager in the sector. Bill has been the Investment Manager of your Company since inception and has been instrumental in driving growth and constructing the broad and well diversified portfolio that your Company holds today. As part of a carefully planned succession, the role of Investment Manager of the Maven managed VCTs and Managing Partner at Maven have transitioned to Ewan MacKinnon, who has been co-managing Maven's VCT portfolio, alongside Bill, for several years. Ewan has more than 20 years of private equity and corporate finance experience and has been with Maven since 2009, initially originating and completing VCT investments in Scotland before becoming joint Investment Manager. Ewan is chair of Maven's valuation committee and, for the past few years, has been leading Maven's VCT fundraising programme. The Board has a well-established and positive relationship with Ewan and looks forward to building on this in the future. On behalf of my fellow Directors, I would like to take this opportunity to extend sincere gratitude to Bill for the pivotal role that he has played in developing and delivering the investment strategy, and enhancing Shareholder value, whilst navigating an evolving and increasingly complex VCT regulatory landscape. I am pleased to confirm that Bill has agreed to remain on the Board as a non-executive Director and we look forward to continuing to benefit from his valuable sector insight and detailed portfolio knowledge. Annual General Meeting (AGM) The 2026 AGM will be held on 30 April 2026 in Maven's London office, which is located at 6th Floor, Saddlers House, 44 Gutter Lane, London, EC2V 6BR. The AGM will commence at 11:30am and the Notice of Annual General Meeting can be found in the Annual Report. The Future Following the success of the 2024/25 offer and current fundraising , your Company is well positioned to continue to progress its investment strategy and deliver further growth in Shareholder value. In the year ahead, attention will remain focused on assisting existing portfolio businesses to protect and grow value and on further expanding the portfolio through the addition of carefully selected growth businesses that operate in dynamic markets where there is evidence of M&A activity to help support future Shareholder distributions. Keith Pickering Chairman 24 March 2026 Business Report This Business Report is intended to provide an overview of the strategy and business model of the Company, as well as the key measures used by the Directors in overseeing its management. The Company is a VCT and invests in accordance with the investment objective set out below. Investment Objective The Company aims to achieve long-term capital appreciation and generate income for Shareholders. Business Model and Investment Policy Under an investment policy approved by the Directors, the Company intends to achieve its objective by: • investing the majority of its funds in a diversified portfolio of shares and securities in smaller, unquoted UK companies and AIM quoted companies that meet the criteria for VCT qualifying investments and have strong growth potential; • investing no more than £1.25 million in any company in one year and no more than 15% of the Company's assets by cost in one business at any time; and • borrowing up to 15% of net asset value, if required and only on a selective basis, in pursuit of its investment strategy. The Board has no intention of approving any borrowing at this time. Principal and Emerging Risks The Board maintains an ongoing process for identifying, evaluating, and monitoring both principal and emerging risks facing the Company. The risk register and risk dashboard are integral components of the Company's risk management framework and support a robust assessment of these risks, with particular emphasis on the effectiveness of mitigating controls. The Board reviews the Company's risk profile on a regular basis, and risk ratings are updated throughout the year to reflect any changes. Given the dynamic nature of these updates, the Board, in agreement with the Manager, has determined that including a direction of travel indicator would not provide meaningful benefit. Any material changes to principal and emerging risks will be clearly disclosed in this report. In 2025, the Board focused on ensuring compliance with the enhanced requirements of the 2024 UK Corporate Governance Code regarding internal controls. The Board has been working with the Manager in the period to identify material controls as they apply to the Company's principal risks and are confident that the material controls are operating effectively. The current principal and emerging risks facing the Company are considered to be as follows:
| Principal risk | Root cause | Control measures |
| Investment risk | · The majority of investments are in small and medium sized unquoted UK companies and AIM quoted companies, which carry a higher level of risk and lower liquidity relative to investments in large quoted companies. | · The Company appoints an FCA authorised investment manager with the appropriate skills, experience and resources required to achieve the Investment Objective. · The Board ensures that a robust and structured selection, monitoring and realisation process is applied by the Manager to all investments, and regularly reviews the investment portfolio with the Manager. · The Company's investment portfolio is diversified across a large number of companies and a range of economic sectors. |
| Operational risk | · Failure of a significant outsourcer to perform duties and responsibilities in accordance with service level agreements. | · All outsourcers are selected following the completion of appropriate due diligence, with the Manager carrying out an annual review of key outsourcers. · The Manager and Custodian are FCA authorised and subject to FCA Rules requiring the maintenance of adequate financial resources, including enabling an orderly wind-down. |
| VCT Qualifying Status risk | · Failure to meet VCT qualifying status could result in Shareholders losing the income tax relief obtained on initial investment and loss of tax relief on any tax free income or capital gains received. Failure to meet the qualifying requirement could result in a loss of listing of the Company's shares. | · The Board works closely with the Manager to ensure compliance with all applicable and upcoming legislation, such that VCT qualifying status is maintained. · Further information on the management of this risk is detailed under other headings in this Business Report. |
| IT and Cyber Security risk | · Heightened cyber security risk and potential IT failure, which could cause a third party to fail to perform its duties and responsibilities or experience financial difficulties such that it is unable to carry on trading and cannot provide services to the Company. | · The Manager, on behalf of the Board, closely monitors the systems and controls in place to prevent or mitigate against a systems or data security failure. · The Board reviews control and compliance reports from the Manager, which includes oversight of third party cyber security arrangements, to ensure these adequately address systems and data security risks. · The ability of third parties to operate effective business continuity plan (BCP) arrangements has been validated. |
| Legislative and Regulatory risk | · Breaches of regulations including, but not limited to, the Companies Act 2006, the FCA Listing Rules, the FCA Disclosure Guidance and Transparency Rules, the General Data Protection Regulation (GDPR), or the Alternative Investment Fund Managers Directive (AIFMD) by the Company could lead to a number of detrimental outcomes and reputational damage. | · The Board maintains a good understanding of the changing regulatory agenda and considers emerging issues so that appropriate changes can be developed and implemented in good time. · The Manager is responsible for monitoring compliance with applicable legislation and regulatory requirements. Where changes to legislation or regulation are proposed that may affect the Company, the Manager ensures that the Board is informed and that appropriate measures are taken to maintain ongoing compliance. · The Board and the Manager continue to make representations where appropriate, either directly or through relevant industry bodies such as the AIC, UK Private Capital and the VCTA in relation to any changes in legislation. |
| Emerging risk | Root cause | Control measures |
| Global Conflict and Political instability | · Escalating global conflict and political instability resulting in the potential for escalating prices, disruption to supply chains and general market uncertainty. | · The Board regularly reviews the investment portfolio with the Manager, and the Manager works closely with portfolio companies to identify, and support the management of, any challenges resulting from global conflict and political instability. · The Board and the Manager are monitoring this risk closely and, whilst this risk cannot be obviated entirely, the Company's investment portfolio is diversified across a large number of companies and a range of economic sectors and the Manager actively and closely monitors the progress of the portfolio companies. |
| Geopolitical Risk and Uncertainty | · Broader global macroeconomic risks have escalated following the change of government in the US, in particular the introduction of trade tariffs. | · The Manager has assessed the current impact of trade tariffs on portfolio companies and is working with management teams to consider potential future impacts, where these may arise. · The types of companies in which the VCT invests, together with the diversification of the portfolio, reduces the overall impact of tariffs. |
| Artificial Intelligence (AI) | · Increase in the use of AI by the Manager or portfolio companies without proper consideration of the risks involved, with no mitigating controls being established. | · The Manager has embarked on a series of risk assessments, governance and oversight arrangements with respect to AI risk, whilst also acknowledging the potential benefits of AI. |
| Stakeholder group | Why Board engagement matters | Board engagement outcomes |
| Shareholders | Board engagement with Shareholders is vital to the success of the Company and the achievement of its strategic objectives. Aligning interests in respect of key matters such as the Company's investment objective and policy, income generation, fundraising, and ensuring fee transparency are essential in promoting the Company to Shareholders and also in facilitating trust and confidence in the Company and its performance in the long term. | The Board communicates with Shareholders at its AGM and through regular reporting, disclosure and enquiries. The Company's 2025 AGM was held on 28 April 2025 and all resolutions were passed. The Manager and Company Secretary also act as points of contact for the Board and Shareholders and engagement logs are included in Board Meeting materials. The Board adopted a dividend policy targeting an annual dividend yield of 6% of the NAV per Ordinary Share at the immediately preceding year end and also has active treasury management and share buyback policies. Details in respect of these policies can be found in both the Chairman's statement and the Directors' Report in the Annual Report. Two interim dividends have been paid in respect of the year to 30 November 2025 and a final dividend is proposed for Shareholder approval at the 2026 AGM, which if approved, will exceed the annual target yield. During the year, the Company launched a further fundraising through an Offer for Subscription, the Prospectus for which was published on 2 October 2025 with a target raise of £12.5 million, including an over-allotment facility of £5 million. As at the date of the Annual Report, a total of £7.4 million has been raised. Following the success of the 2024 fundraising and aligned to Shareholder interests, the Board's decision to launch the current Offer for Subscription was to champion further growth and retain a competitive OCR, spreading certain fixed costs over a wider asset base and increasing liquidity. Further details regarding the current Offer for Subscription can be found in the Chairman's Statement in the Annual Report. |
| Manager (and its employees) | The day-to-day management and administration of the Company is outsourced to the Manager and thus Board engagement and oversight is crucial in ensuring effective execution of the Company's investment policy, as well as ensuring compliance with relevant legislation and regulation and to promote governance best practice. | The Board maintains a constructive, open and transparent relationship with the Manager through regular dialogue, reporting and oversight. To further hold the Manager to account, the Board has established a Management Engagement Committee to annually review the terms and execution of the Management and Administration Deed, which details the nature of the Manager's relationship with the Company, inclusive of fees, and provides for a clear delegation of authority and responsibility. In addition to providing regular reporting to the Board, the Manager also publishes a bi-annual newsletter, Creating Value, which is available on the Manager's website, mavencp.com. |
| Portfolio companies | The successful execution of the Company's investment policy and its ability to generate positive returns for Shareholders is directly linked to the performance of its underlying portfolio companies and approach to managing investment risk. Board oversight, through the reporting of the Manager, is key to ensuring a comprehensive understanding of individual portfolio company purpose and strategy, good governance and ongoing alignment of interests. | In addition to the review of the Manager's Report, risk register and portfolio analysis at its quarterly meetings, the Board supports the Manager's approach of securing, where possible, representation on the boards of the unlisted portfolio companies. This promotes deeper Manager engagement and oversight of this part of the portfolio which in turn, can be reviewed and challenged by the Board for the benefit of the Company and its members as a whole. From time to time, the Board also receives presentations from the management of portfolio companies. |
| Service providers (other, excluding Manager) | In order for the Company to meet its obligations as a VCT with a premium listing on the London Stock Exchange, it is supported by several other third parties as well as the Manager. Each third party service provider brings the necessary level of expertise to ensure the Company remains compliant and operates responsibly. | The Board endorses the access to an extensive, and broad base of resource and expertise to assist the Company in fulfilling all relevant obligations and to ensure the effective management and administration of the Company. The Board oversees and monitors the Company's relationship with third party service providers either directly or indirectly through the Manager to ensure third party engagements continue to be fit for purpose and also oversees operational risk as a primary risk within the Company's broader risk management framework. |
| Regulatory and industry bodies | Given the nature of the Company, it is subject to relevant rules, regulation, policy and guidance. In order to ensure VCT scheme compliance and best practice and to advocate in the Company's interests, engagement with regulatory and industry bodies is important to retain awareness of existing and future requirements and trends. | The Board has identified VCT qualifying status risk and legislative and regulatory risk as Company principal risks and details of how the Company manages and mitigates these risks can be seen in the Business Report in the Annual Report. The Board keeps informed and monitors VCT scheme compliance, relevant statutory and regulatory change and market impact through the reporting of the Manager and its support functions and external advisers. The Board endorses the Company's commitment to the AIC Corporate Governance Code in terms of promoting good governance, and supports the Manager's membership of the Association of Investment Companies and of the Venture Capital Trust Association in terms of proactive industry engagement. |
| Environment and wider society | The Board is committed to ensuring that the Company's business and, to the extent possible, that of the Company's portfolio companies is conducted in a socially responsible manner. | While the Company's investment policy does not include explicit ESG aims, the Manager has implemented its own ESG and Responsible Investment Policy, part of which facilitates due diligence and ongoing monitoring of portfolio companies from an ESG perspective. The Board reviews and challenges the Manager's ESG assessment of portfolio companies to facilitate its oversight of the environmental and social impact of its activities. Further details on the Manager's approach to ESG can be found in the Investment Manager's Review in the Annual Report. |
| Year ended 30 November 2025 | Year ended 30 November 2024 Restated * | |||||
| Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | |
| Gain on investments | - | 1,989 | 1,989 | - | 3,143 | 3,143 |
| Income from investments | 833 | - | 833 | 817 | - | 817 |
| Other income | 539 | - | 539 | 495 | - | 495 |
| Investment management fees | (339) | (1,359) | (1,698) | (311) | (1,243) | (1,554) |
| Other expenses | (445) | - | (445) | (413) | - | (413) |
| Net return on ordinary activities before taxation | 588 | 630 | 1,218 | 588 | 1,900 | 2,488 |
| Tax on ordinary activities | - | - | - | - | - | - |
| Return attributable to Equity Shareholders | 588 | 630 | 1,218 | 588 | 1,900 | 2,488 |
| Earnings per share (pence) | 0.44 | 0.47 | 0.91 | 0.49 | 1.59 | 2.08 |
| Year ended 30 November 2025 | Non-distributable Reserves | Distributable Reserves | ||||||
| Share capital £'000 | Share premium account £'000 | Capital redemption reserve £'000 | Capital reserve unrealised £'000 | Capital reserve realised £'000 | Special distributable reserve £'000 | Revenue reserve £'000 | Total £'000 | |
| At 30 November 2024 | 12,113 | 29,866 | 999 | 5,250 | 4,380 | 8,314 | 1,224 | 62,146 |
| Net return | - | - | - | 3,074 | (1,085) | (1,359) | 588 | 1,218 |
| Dividends paid | - | - | - | - | - | (5,150) | (475) | (5,625) |
| Repurchase and cancellation of shares | (447) | - | 447 | - | - | (2,089) | - | (2,089) |
| Net proceeds of share issue | 1,945 | 7,715 | - | - | - | - | - | 9,660 |
| Net proceeds of DIS issue* | 115 | 393 | - | - | - | - | - | 508 |
| Transfer between distributable reserves | (2,000) | 2,000 | ||||||
| At 30 November 2025 | 13,726 | 37,974 | 1,446 | 8,324 | 1,295 | 1,716 | 1,337 | 65,818 |
| Year ended 30 November 2024 | Non-distributable Reserves | Distributable Reserves | ||||||
| Share capital £'000 | Share premium account £'000 | Capital redemption reserve £'000 | Capital reserve unrealised £'000 | Capital reserve realised £'000 | Special distributable reserve £'000 | Revenue reserve £'000 | Total £'000 | |
| At 30 November 2023 | 11,307 | 25,518 | 719 | 5,489 | 998 | 14,134 | 1,172 | 59,337 |
| Net return | - | - | - | (239) | 3,382 | (1,243) | 588 | 2,488 |
| Dividends paid | - | - | - | - | - | (3,196) | (536) | (3,732) |
| Repurchase and cancellation of shares | (280) | - | 280 | - | - | (1,381) | - | (1,381) |
| Net proceeds of share issue | 1,009 | 4,050 | - | - | - | - | - | 5,059 |
| Net proceeds of DIS issue* | 77 | 298 | - | - | - | - | - | 375 |
| At 30 November 2024 | 12,113 | 29,866 | 999 | 5,250 | 4,380 | 8,314 | 1,224 | 62,146 |
| 30 November 2025 £'000 | 30 November 2024 *Restated £'000 | |||
| Fixed assets | ||||
| Investments at fair value through profit or loss | 50,694 | 48,841 | ||
| Current assets | ||||
| Debtors | 671 | 565 | ||
| Cash and cash equivalents | 15,009 | 13,086 | ||
| 15,680 | 13,651 | |||
| Creditors | ||||
| Amounts falling due within one year | (556) | (346) | ||
| Net current assets | 15,124 | 13,305 | ||
| Net assets | 65,818 | 62,146 | ||
| Capital and reserves | ||||
| Called up share capital | 13,726 | 12,113 | ||
| Share premium account | 37,974 | 29,866 | ||
| Capital redemption reserve | 1,446 | 999 | ||
| Capital reserve - unrealised | 8,324 | 5,250 | ||
| Capital reserve - realised | 1,295 | 4,380 | ||
| Special distributable reserve | 1,716 | 8,314 | ||
| Revenue reserve | 1,337 | 1,224 | ||
| Net assets attributable to Ordinary Shareholders | 65,818 | 62,146 | ||
| Net asset value per Ordinary Share (pence) | 47.95 | 51.31 | ||
| Year ended 30 November 2025 £'000 | Year ended 30 November 2024 *Restated £'000 | |||
| Net cash flows from operating activities | (679) | (759) | ||
| Cash flows from investing activities | ||||
| Purchase of investments | (5,427) | (7,275) | ||
| Sale of investments | 5,457 | 9,529 | ||
| Net cash flows from investing activities | 30 | 2,254 | ||
| Cash flows from financing activities | ||||
| Equity dividends paid | (5,625) | (3,732) | ||
| Issue of Ordinary Shares | 10,286 | 5,587 | ||
| Repurchase of Ordinary Shares | (2,089) | (1,381) | ||
| Net cash flows from financing activities | 2,572 | 474 | ||
| Net increase in cash and cash equivalents | 1,923 | 1,969 | ||
| Cash and cash equivalents at beginning of year | 13,086 | 11,117 | ||
| Cash and cash equivalents at end of year | 15,009 | 13,086 | ||
| Year ended 30 November 2025 | Year ended 30 November 2024 | |
| The returns per share have been based on the following figures: Weighted average number of Ordinary Shares Revenue return Capital return | 134,034,818 £588,000 £630,000 | 119,731,439 £588,000 £1,900,000 |
| Total return | £1,218,000 | £2,488,000 |