REG - Maven IncGwth VCT 3 - Annual Financial Report
24/03/2026 17:45
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260324:nRSX9689Xa&default-theme=true
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
(http://www.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
(https://www.mavencp.com/investment-opportunities/venture-capital-trusts/current-vct-offers)
.
(https://www.mavencp.com/investment-opportunities/venture-capital-trusts/current-vct-offers)
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 · The Company appoints an FCA authorised investment manager with the
companies and AIM quoted companies, which carry a higher level of risk and appropriate skills, experience and resources required to achieve the
lower liquidity relative to investments in large quoted companies. 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 · All outsourcers are selected following the completion of appropriate
responsibilities in accordance with service level agreements. 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 · The Board works closely with the Manager to ensure compliance with
losing the income tax relief obtained on initial investment and loss of tax all applicable and upcoming legislation, such that VCT qualifying status is
relief on any tax free income or capital gains received. Failure to meet the maintained.
qualifying requirement could result in a loss of listing of the Company's
shares. · 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 · The Manager, on behalf of the Board, closely monitors the systems and
cause a third party to fail to perform its duties and responsibilities or controls in place to prevent or mitigate against a systems or data security
experience financial difficulties such that it is unable to carry on trading failure.
and cannot provide services to the Company.
· 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 · The Board maintains a good understanding of the changing regulatory
Act 2006, the FCA Listing Rules, the FCA Disclosure Guidance and Transparency agenda and considers emerging issues so that appropriate changes can be
Rules, the General Data Protection Regulation (GDPR), or the Alternative developed and implemented in good time.
Investment Fund Managers Directive (AIFMD) by the Company could lead to a
number of detrimental outcomes and reputational damage. · 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 · The Board regularly reviews the investment portfolio with the
potential for escalating prices, disruption to supply chains and general Manager, and the Manager works closely with portfolio companies to identify,
market uncertainty. 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 · The Manager has assessed the current impact of trade tariffs on
of government in the US, in particular the introduction of trade tariffs. 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 · The Manager has embarked on a series of risk assessments, governance
proper consideration of the risks involved, with no mitigating controls being and oversight arrangements with respect to AI risk, whilst also acknowledging
established. the potential benefits of AI.
In addition, an explanation of certain economic and financial risks and how
they are managed can be found in Note 16 to the Financial Statements in the
Annual Report.
Statement of Compliance with Investment Policy
The Company is adhering to its stated investment policy and managing the risks
arising from it. This can be seen in various tables and charts throughout the
Annual Report, from information provided in the Chairman's Statement and in
the Investment Manager's Review. A review of the Company's business, its
position as at 30 November 2025, and its performance during the year then
ended is included in the Chairman's Statement, which also includes an overview
of the Company's business model and strategy.
The management of the investment portfolio has been delegated to Maven, which
also provides company secretarial, administrative and financial management
services to the Company. The Board is satisfied with the breadth and depth of
the Manager's resources and its nationwide network of offices, which supply
new deals and enable it to monitor the geographically widespread portfolio of
companies effectively.
The Investment Portfolio Summary in the Annual Report discloses the
investments in the portfolio and the degree of co-investment with other
clients of the Manager. The Portfolio Analysis charts in the Annual Report
show the profile of the portfolio by industry sector and demonstrate the
broadly spread end market exposure and provide insight into the age of
investments within the portfolio. The level of qualifying investments is
monitored continually by the Manager and reported to the Audit & Risk
Committee quarterly, or as otherwise required.
Key Performance Indicators (KPIs)
During the year, the net return on ordinary activities before taxation was
£1,218,000 (2024: £2,488,000), the gain on investments was £1,989,000
(2024: £3,143,000) and earnings per share were 0.91p (2024: 2.08p). The
Directors also use a number of Alternative Performance Measures (APMs) in
order to assess the Company's success in achieving its objectives, and these
also enable Shareholders and prospective investors to gain an understanding of
its business. The APMs are shown in the Financial Highlights and are defined
in the Glossary in the Annual Report.
In addition, the Board considers the following to be KPIs:
• NAV total return;
• annual yield;
• share price discount to NAV;
• share price total return; and
• OCR.
The NAV total return is considered to be a more appropriate long term measure
of Shareholder value as it includes both the current NAV per share and the sum
of dividends paid as at the year end. The annual yield is the total dividends
paid for the financial year, expressed as a percentage of the NAV per Ordinary
Share at the immediately preceding year end. The Directors target a dividend
that provides an annual yield of 6% of the NAV per share at the immediately
preceding year end, subject to always complying with the VCT rules, and taking
into consideration the level of distributable reserves, profitable
realisations in each accounting period and the Company's future cash flow
projections. The share price discount to NAV is the percentage by which the
mid-market share price of an investment is lower than the NAV per share. Share
price total return is the percentage movement in the share price over a period
of time, including any re-invested dividends paid over that timeframe. The OCR
is a measure of the total cost to an investor and is the total recurring
annual expenses of the Company, including management fees, but excluding
performance fees, charged to the capital reserve, expressed as a percentage of
the average net assets attributable to Shareholders. The Company's OCR for the
year ended 30 November 2025 was 3.14% (2024: 3.13%) and is detailed in Note 4
to the Financial Statements in the Annual Report.
A historical record of these measures is shown in the Financial Highlights in
the Annual Report. The change in the profile of the portfolio is reflected in
the Summary of Investment Changes in the Annual Report. The Board also reviews
the Company's investment income and operational expenses on a quarterly basis,
as the Directors consider that both elements are important components in the
generation of Shareholder returns. Further information can be found in Notes 2
and 4 to the Financial Statements in the Annual Report.
There is no market standard VCT index against which to compare the performance
of the Company. However, for reporting to the Board and Shareholders, the
Manager uses comparisons with the most appropriate index, being the FTSE AIM
All-Share Index, and the graph in the Annual Report compares the Company's
performance against that Index. The Directors also consider non-financial
performance measures such as the flow of investment proposals.
In addition, the Directors consider economic, regulatory and political trends
and factors that may impact on the Company's future development and
performance.
Valuation Process
Investments held by the Company in unquoted companies are valued in accordance
with the IPEV Guidelines, being the prevailing framework for fair value
assessment in the private equity and venture capital industry. The most recent
update (December 2025) provided limited changes to the existing valuation
framework adding points for clarification on specific items, alongside
guidance on the impact of ESG and sustainability on valuation methodologies,
and the use of AI enabled valuation models. The Directors and the Manager
continue to follow these industry guidelines and adhere to the IPEV Guidelines
in all private company valuations. Investments quoted or traded on a
recognised stock exchange, including AIM, are valued at their closing bid
price at the year end.
Share Buy-backs
At the forthcoming AGM, the Board will seek the necessary Shareholder
authority to continue to conduct share buy-backs in accordance with the
Company's share buy-back policy as outlined in the Annual Report.
The Board's Duty and Stakeholder Engagement
The Directors' Section 172 statement should be read in conjunction with the
other contents of the Strategic Report and in the context of the Company's
regulatory status as a small registered, internally managed, alternative
investment fund under the AIFMD. Under the Companies Act, the Directors have a
duty to promote the success of the Company for the benefit of its members as a
whole and in doing so, to have regard to several matters including, for
example, the likely consequences of any decision in the long term, the need to
foster business relationships and maintain a reputation for high standards of
business conduct when dealing with third parties and the need to act fairly
between Company members.
Given the nature of the Company, its day-to-day management and administration
is outsourced to third party service providers, the most material being the
Manager. The Company does not have any customers in the traditional sense,
neither does it appoint executive directors nor have any other employees. The
Board, therefore, identifies the Company's key stakeholders as: its
Shareholders, the Manager, portfolio companies, other service providers,
regulatory and industry bodies, and the environment and wider society. In
discharging the Section 172 duty and aligned to Provision 5 of the AIC
Corporate Governance Code, the Directors acknowledge the importance of
achieving positive outcomes for, and engaging effectively with each of these
stakeholder groups as an integral part of the Board's decision making
processes, aligned to the Company's purpose and investment policy and in the
promotion of the long-term success of the Company. An illustration of how the
Board approaches stakeholder engagement and looks to achieve positive outcomes
for its stakeholders can be seen in the table below.
Stakeholder group Why Board engagement matters Board engagement outcomes
Shareholders Board engagement with Shareholders is vital to the success of the Company and The Board communicates with Shareholders at its AGM and through regular
the achievement of its strategic objectives. Aligning interests in respect of reporting, disclosure and enquiries. The Company's 2025 AGM was held on 28
key matters such as the Company's investment objective and policy, income April 2025 and all resolutions were passed. The Manager and Company Secretary
generation, fundraising, and ensuring fee transparency are essential in also act as points of contact for the Board and Shareholders and engagement
promoting the Company to Shareholders and also in facilitating trust and logs are included in Board Meeting materials.
confidence in the Company and its performance in the long term.
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 Board maintains a constructive, open and transparent relationship with the
the Manager and thus Board engagement and oversight is crucial in ensuring Manager through regular dialogue, reporting and oversight. To further hold the
effective execution of the Company's investment policy, as well as ensuring Manager to account, the Board has established a Management Engagement
compliance with relevant legislation and regulation and to promote governance Committee to annually review the terms and execution of the Management and
best practice. 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 (https://www.mavencp.com/) .
(https://www.mavencp.com/)
Portfolio companies The successful execution of the Company's investment policy and its ability to In addition to the review of the Manager's Report, risk register and portfolio
generate positive returns for Shareholders is directly linked to the analysis at its quarterly meetings, the Board supports the Manager's approach
performance of its underlying portfolio companies and approach to managing of securing, where possible, representation on the boards of the unlisted
investment risk. Board oversight, through the reporting of the Manager, is key portfolio companies. This promotes deeper Manager engagement and oversight of
to ensuring a comprehensive understanding of individual portfolio company this part of the portfolio which in turn, can be reviewed and challenged by
purpose and strategy, good governance and ongoing alignment of interests. 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 The Board endorses the access to an extensive, and broad base of resource and
listing on the London Stock Exchange, it is supported by several other third expertise to assist the Company in fulfilling all relevant obligations and to
parties as well as the Manager. Each third party service provider brings the ensure the effective management and administration of the Company. The Board
necessary level of expertise to ensure the Company remains compliant and oversees and monitors the Company's relationship with third party service
operates responsibly. 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, The Board has identified VCT qualifying status risk and legislative and
policy and guidance. In order to ensure VCT scheme compliance and best regulatory risk as Company principal risks and details of how the Company
practice and to advocate in the Company's interests, engagement with manages and mitigates these risks can be seen in the Business Report in the
regulatory and industry bodies is important to retain awareness of existing Annual Report. The Board keeps informed and monitors VCT scheme compliance,
and future requirements and trends. 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 While the Company's investment policy does not include explicit ESG aims, the
extent possible, that of the Company's portfolio companies is conducted in a Manager has implemented its own ESG and Responsible Investment Policy, part of
socially responsible manner. 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.
Employee, Environmental and Human Rights Policy
The Company has no direct employee or environmental responsibilities, nor is
it responsible directly for the emission of greenhouse gases. The Board's
principal responsibility to Shareholders is to ensure that the investment
portfolio is managed and invested properly. As the Company has no employees,
it has no requirement to report separately on employment matters. The Board
comprises four male Directors and delegates responsibility for diversity to
the Nomination Committee, as explained in the Statement of Corporate
Governance in the Annual Report.
The management of the portfolio is undertaken by the Manager through members
of its portfolio management team. The Manager engages with the Company's
underlying investee companies in relation to their corporate governance
practices and in developing their policies on social, community and
environmental matters and further information can be found in the Investment
Manager's Review and the Statement of Corporate Governance in the Annual
Report. The Manager has continued with its focus on developing its ESG
framework and oversight capabilities and further details can be found in the
Chairman's Statement. The Manager oversees the collation of this information
for the benefit of the Board, supports individual companies to identify ESG
risks and opportunities and, where potential improvements are identified,
works jointly with investee businesses to make positive changes.
In light of the nature of the Company's business, there are no relevant human
rights issues and, therefore, the Company does not have a human rights policy.
Auditor
The Company's Auditor is required to report if there are any material
inconsistencies between the content of the Strategic Report and the Financial
Statements. The Independent Auditor's Report can be found in the Annual
Report.
Future Strategy
The Board and Manager intend to maintain the policies set out above for the
year ending 30 November 2026, as it is believed that these are in the best
interests of Shareholders.
Approval
The Business Report, and the Strategic Report as a whole, was approved by the
Board of Directors and signed on its behalf by:
Keith Pickering
Director
24 March 2026
Income Statement
For the year ended 30 November 2025
Year ended Year ended
30 November 2025 30 November 2024
Restated *
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'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) 0.47 0.91 0.49
0.44 1.59 2.08
*Further details of the restatement can be found in Note 19.
All gains and losses are recognised in the Income Statement.
The total column of this statement is the Profit & Loss Account of the
Company. The revenue and capital return columns are prepared in accordance
with the AIC SORP. All items in the above statement derive from continuing
operations. No operations were acquired or discontinued during the year.
There are no potentially dilutive capital instruments in issue and, therefore,
no diluted earnings per share figures are relevant. The basic and diluted
earnings per share are, therefore, identical.
The Notes are an integral part of the Financial Statements and can be found in
full in the Annual Report.
Statement of Changes in Equity
For the year ended 30 November 2025
Year ended 30 November 2025 Non-distributable Reserves Distributable Reserves
Share capital Share premium account Capital redemption reserve Capital reserve unrealised Capital reserve realised Special distributable reserve Revenue reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'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 Share premium account Capital redemption reserve Capital reserve unrealised Capital reserve realised Special distributable reserve Revenue reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'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
*DIS represents the Dividend Investment Scheme as detailed in the Chairman's
Statement in the Annual Report.
The capital reserve unrealised is generally non-distributable other than the
part of the reserve relating to gains/(losses) attributable to readily
realisable quoted investments which are distributable. The capital reserve
unrealised contains £165,000 (2024: £2,386,000) of losses in relation to
level 1 and level 2 investments, which could be crystallised, and as such,
could be deemed realised losses.
Where all, or an element of the proceeds of sales have not been received in
cash or cash equivalent (as noted on the realisations table in the Annual
Report), they do not qualify as realised gains for the purposes of
distributable reserves calculations and, therefore, do not form part of
distributable reserves. The split of unrealised gains/(losses) for the year is
detailed within the portfolio valuation section of Note 8 in the Annual
Report.
The accompanying Notes are an integral part of the Financial Statements.
Balance Sheet
As at 30 November 2025
30 November 2025 30 November 2024
£'000 *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
*Further details of the restatement can be found in Note 19 in the Annual
Report.
The Financial Statements of Maven Income and Growth VCT 3 PLC, registered
number 04283350, were approved and authorised for issue by the Board of
Directors and were signed on its behalf by:
Keith Pickering
Director
24 March 2026
The Notes are an integral part of the Financial Statements and can be found in
full in the Annual Report.
Cash Flow Statement
For the Year Ended 30 November 2025
Year ended Year ended
30 November 2025 30 November 2024
£'000 *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
*Further details of the restatement can be found in Note 19 in the Annual
Report.
The prior year investment purchases have been reduced by £4,500,000, and
investment sales £7,000,000 as a result of the reclassification of MMFs from
investments to cash and cash equivalents.
The Notes are an integral part of the Financial Statements and can be found in
full in the Annual Report.
Notes to the Financial Statements
For the Year Ended 30 November 2025
Accounting policies
The Company is a public limited company, incorporated in England & Wales
and its registered office is shown in the Corporate Summary.
(a) Basis of preparation
The Financial Statements have been prepared on a going concern basis and
further details can be found in the Directors' Report in the Annual Report.
The Financial Statements have been prepared under the historical cost
convention, as modified by the revaluation of investments and in accordance
with FRS 102, The Financial Reporting Standard applicable in the UK and
Republic of Ireland, and in accordance with the Statement of Recommended
Practice for Investment Trust Companies and Venture Capital Trusts (the SORP)
issued by the AIC in July 2022.
(b) Income
Equity income
Dividends receivable on quoted equity shares are recognised on the ex-dividend
date. Dividends receivable on unquoted equity shares are recognised when the
Company's right to receive payment is established and there is no reasonable
doubt that payment will be received.
Unquoted loan stock and other preferred income
Fixed returns on non-equity shares and debt securities are recognised when the
Company's right to receive payment and expected settlement is established.
Where interest is rolled up and/or payable at redemption, it is recognised as
income unless there is reasonable doubt as to its receipt.
Redemption premiums
When a redemption premium is designed to protect the value of the instrument
holder's investment rather than reflect a commercial rate of revenue return
the redemption premium should be recognised as capital. The treatment of
redemption premiums is analysed to consider if they are revenue or capital in
nature on a company by company basis. A revenue redemption premium of
£111,355 (2024: £nil) was received in the year ended 30 November 2025.
Bank interest
Deposit interest is recognised on an accruals basis using the rate of interest
agreed with the bank. Income from unquoted loan stock and deposit interest is
included on an effective interest rate basis.
(c) Expenses
All expenses are accounted for on an accruals basis and charged to the Income
Statement. Expenses are charged through the revenue account, except as
follows:
• expenses that are incidental to the acquisition and disposal of an
investment are charged to capital;
• expenses are charged to the special distributable reserve where a
connection with the maintenance or enhancement of the value of the investments
can be demonstrated. In this respect, the investment management fee and
performance fee have been allocated 20% to revenue and 80% to the special
distributable reserve to reflect the Company's investment policy and
prospective income and capital growth; and
• share issue costs are charged to the share premium account.
(d) Taxation
Deferred taxation is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date, where transactions or
events that result in an obligation to pay more tax in the future or right to
pay less tax in the future have occurred at the balance sheet date. This is
subject to the deferred tax asset only being recognised if it is considered
more likely than not that there will be suitable profits from which the future
reversal of the underlying timing differences can be deducted. Timing
differences are differences arising between the Company's taxable profits and
its results as stated in the Financial Statements that are capable of reversal
in one or more subsequent periods.
Deferred tax is measured on a non-discounted basis at the tax rates that are
expected to apply in the periods in which timing differences are expected to
reverse, based on tax rates and laws enacted or substantively enacted at the
balance sheet date.
The tax effect of different items of income/gain and expenditure/loss is
allocated between capital reserves and revenue account on the same basis as
the particular item to which it relates, using the Company's effective rate of
tax for the period.
UK corporation tax is provided at amounts expected to be paid/recovered using
the tax rates and laws that have been enacted or substantively enacted at the
balance sheet date.
(e) Investments
In valuing unlisted investments, the Directors follow the criteria set out
below. These procedures comply with the revised IPEV Guidelines for the
valuation of private equity and venture capital investments.
Investments are recognised at their trade date and are designated by the
Directors as fair value through profit and loss. At subsequent reporting
dates, investments are valued at fair value, which represents the Directors'
view of the amount for which an asset could be exchanged between knowledgeable
and willing parties in an arm's length transaction. This does not assume that
the underlying business is saleable at the reporting date or that its current
shareholders have an intention to sell their holding in the near future.
A financial asset or liability is generally derecognised when the contract
that gives rise to it is settled, sold, cancelled or expires.
1. For early stage investments completed in the reporting period, fair
value is determined using the price of recent investment, calibrating for any
material change in the trading circumstances of the investee company. Other
investments are valued on a multiple basis by applying a multiple to the
investee's revenue or, for companies with sustainable earnings, to their
maintainable earnings to derive the enterprise value of each company. Where
relevant, an investee may be valued on a discounted cashflow basis.
2. Whenever practical, recent investments will be valued by reference to
a material arm's length transaction or a quoted price.
3. All unlisted investments are valued individually by Maven's portfolio
management team and discussed by Maven's valuation committee. The resultant
valuations are subject to detailed scrutiny and approval by the Directors of
the Company.
4. In accordance with normal market practice, investments quoted on AIM
or a recognised stock exchange are valued at their closing bid price at the
year end.
(f) Fair value measurement
Fair value is defined as the price that the Company would receive upon selling
an investment in a timely transaction to an independent buyer in the principal
or the most advantageous market of the investment.
A three-tier hierarchy has been established to maximise the use of observable
market data and minimise the use of unobservable inputs and to establish
classification of fair value measurements for disclosure purposes. Inputs
refer broadly to the assumptions that market participants would use in pricing
the asset or liability, including assumptions about risk, for example, the
risk inherent in a particular valuation technique used to measure fair value
including such a pricing model and/or the risk inherent in the inputs to the
valuation technique. Inputs may be observable or unobservable.
Observable inputs are inputs that reflect the assumptions market participants
would use in pricing the asset or liability developed based on market data
obtained from sources independent of the reporting entity.
Unobservable inputs are inputs that reflect the reporting entity's own
assumptions about the assumptions market participants would use in pricing the
asset or liability developed based on best information available in the
circumstances.
The three-tier hierarchy of inputs is summarised in the three broad levels
listed below:
• Level 1 - the unadjusted quoted price in an active market for
identical assets or liabilities that the entity can access at the measurement
date;
• Level 2 - inputs other than quoted prices included within Level
1 that are observable (i.e. developed using market data) for the asset or
liability, either directly or indirectly; and
• Level 3 - inputs are unobservable (i.e. for which market data is
unavailable) for the asset or liability.
(g) Gains and losses on investments
When the Company sells or revalues its investments during the year, any gains
or losses arising are credited/charged to the Income Statement.
(h) Critical accounting judgements and key sources of estimation uncertainty
Disclosure is required of judgements and estimates made by the Board and the
Manager in applying the accounting policies that have a significant effect on
the Financial Statements. The area involving the highest degree of judgement
and estimates is the valuation of unlisted investments recognised in Note 8
and 16 in the Annual Report and explained in Note 1(e) above. Contingent
consideration is valued based on the expected proceeds recoverable.
In the opinion of the Board and the Manager, there are no critical accounting
judgements.
Reserves
Share premium account
The share premium account represents the premium above nominal value received
by the Company on issuing shares net of issue costs, including £401,935
(2024: £236,298) of trail commission. This reserve is non-distributable.
Capital redemption reserve
The nominal value of shares repurchased and cancelled is represented in the
capital redemption reserve. This reserve is non-distributable.
Capital reserve - unrealised
Increases and decreases in the fair value of investments are recognised in the
Income Statement and are then transferred to the capital reserve unrealised
account. This reserve is generally non-distributable other than the part of
the reserve relating to gains/(losses) attributable to readily realisable
quoted investments which are distributable.
Capital reserve - realised
Gains or losses on investments realised in the year that have been recognised
in the Income Statement are transferred to the capital reserve realised
account on disposal. Furthermore, any prior unrealised gains or losses on such
investments are transferred from the capital reserve unrealised account to the
capital reserve realised account on disposal. This reserve is distributable.
Special distributable reserve
The total cost to the Company of the repurchase and cancellation of shares is
represented in the special distributable reserve account. The special
distributable reserve also represents capital dividends, capital investment
management fees and the tax effect of capital items. This reserve is
distributable.
Revenue reserve
The revenue reserve represents accumulated profits retained by the Company
that have not been distributed to Shareholders as a dividend. This reserve is
distributable.
Return per Ordinary Share
Year ended Year ended
30 November 2025 30 November 2024
The returns per share have been based on the following figures:
134,034,818
Weighted average number of Ordinary Shares 119,731,439
£588,000
Revenue return £630,000 £588,000
Capital return £1,900,000
Total return £1,218,000 £2,488,000
Net Asset Value per Ordinary Share
The net asset value per Ordinary Share as at 30 November 2025 has been
calculated using the number of Ordinary Shares in issue at that date of 2025:
137,260,216 (2024: 121,129,618).
Directors' Responsibility Statement
Each Director believes that, to the best of their knowledge:
• the Financial Statements have been prepared in accordance with the
applicable accounting standards and give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company as at 30
November 2025 and for the year to that date;
• the Directors' Report includes a fair review of the development and
performance of the Company, together with a description of the principal risks
that it faces; and
• the Annual Report and Financial Statements, taken as a whole, is
fair, balanced and understandable and provides the information necessary for
Shareholders to assess the Company's position and performance, business model
and strategy.
Other Information
The Annual General Meeting will be held on Thursday 30 April 2026, commencing
at 11.30am, at the offices of Maven Capital Partners UK LLP, 6th Floor,
Saddlers House, 44 Gutter Lane, London EC2V 6BR.
The Annual Report and Financial Statements for the year ended 30 November 2025
will be issued to Shareholders and filed with the Registrar of Companies in
due course.
The financial information contained within this announcement does not
constitute the Company's statutory Financial Statements as defined in the
Companies Act 2006. The statutory Financial Statements for the year ended 30
November 2024 have been delivered to the Registrar of Companies and contained
an audit report that was unqualified and did not constitute statements under
S498(2) or S498(3) of the Companies Act 2006.
Copies of this announcement, and of the Annual Report and Financial Statements
for the year ended 30 November 2025, will be available, in due course, to the
public at the office of Maven Capital Partners UK LLP, 205 West George Street,
Glasgow G2 2LW; at the registered office of the Company, 6th Floor, Saddlers
House, 44 Gutter Lane, London EC2V 6BR and on the Company's webpage
mavencp.com/migvct3
(https://www.mavencp.com/investment-opportunities/venture-capital-trusts/maven-income-and-growth-vct-3)
.
(https://www.mavencp.com/investment-opportunities/venture-capital-trusts/maven-income-and-growth-vct-3)
Neither the content of the Company's webpage nor the contents of any website
accessible from hyperlinks on the Company's webpage (or any other website) is
incorporated into, or forms part of, this announcement.
The Annual Report will shortly be submitted to the National Storage Mechanism
and will be available for inspection at:
www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
(https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism)
.
(https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism)
By Order of the Board
Maven Capital Partners UK LLP
Secretary
24 March 2026
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR SEWFWLEMSEED
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Maven Income and Growth VCT 3
See all newsREG - Maven IncGwth VCT 3 - Admission of Further Securities to Trading
AnnouncementREG - Maven IncGwth VCT 3 - Annual Financial Report
AnnouncementREG - Maven IncGwth VCT 3 - Issue of Equity
AnnouncementREG - Maven IncGwth VCT 3 - Net Asset Value(s)
AnnouncementREG - Maven IncGwth VCT 3 - Transaction in Own Shares
Announcement