Maven Inc&Grwth 5 - Annual Financial Report
25/03/2026 07:00
RNS Number : 9775X Maven Income and Growth VCT 5 PLC 25 March 2026 Maven Income and Growth VCT 5 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 86.21p per Ordinary Share (2024: 85.39p) • NAV at the year end of 30.96p per Ordinary Share (2024: 32.39p) • £5.5 million deployed in new and follow-on investments • Two profitable private company exits completed with a further partial realisation completing shortly after the period end • Enhanced interim dividend of 1.25p per Ordinary Share paid on 29 August 2025 • Second interim dividend of 0.50p per Ordinary Share paid on 16 January 2026 • Final dividend of 0.30p per Ordinary Share proposed for payment on 15 May 2026 • Offer for Subscription launched in September 2024 closed early, fully subscribed raising £10 million • New Offer for Subscription launched in October 2025 Strategic Report Chairman's Statement On behalf of your Board, I am pleased to present the 2025 Annual Report. During the year to 30 November 2025, your Company made further positive progress in line with its long term investment objective and it is encouraging to report an increase in NAV total return. This reflects the strength and resilience of the private equity portfolio, where an increasing number of earlier stage companies have recorded good revenue growth and are achieving scale, which has warranted uplifts to the valuations of certain holdings. After a high level of realisation activity in 2024, it is pleasing to report that a further two profitable private company exits completed during the year. Consistent with the Board's commitment to make regular tax free payments, the majority of the cash proceeds from these exits were distributed to Shareholders through the two, previously announced, interim dividends. After the period end, the partial exit from Summize also completed with your Company achieving an initial cash return, while retaining a significant equity stake in this ambitious and successful software business, with a new VCT qualifying investment also completing. This transaction structure aligns with the Board's preferred approach of remaining invested in the strongest and most promising portfolio companies for longer to enable your Company to participate in their next phase of growth, with the objective of delivering enhanced future returns. The Directors are pleased to propose a final dividend of 0.30p per Ordinary Share for payment in May 2026, which takes the annual yield to 6.33% and exceeds the 6% target for the second year running. Overview The financial year has been another period of macroeconomic and geopolitical instability with domestic inflation remaining above the Bank of England's target level. As a result, business confidence and economic growth rates continue to be subdued. The 2025 Autumn Budget Statement introduced a number of amendments to the rules governing the VCT scheme. 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 this recalibration as it more accurately reflects the funding requirements of modern UK SMEs. Importantly, increasing the investment limits enables your Company to provide a greater level of financial support to those businesses that are making commercial progress and achieving scale. In addition, the expansion of the gross assets test widens the potential pool of VCT qualifying companies in which your Company can invest. However, the Statement 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%. 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 actively involved in discussions with policy makers and industry bodies, providing evidence to support the important role that VCT funding plays in financing ambitious and entrepreneurial SMEs across the UK, as a vital component of the wider capital markets infrastructure. During the year, your Company made encouraging progress, which validates the strength of the investment strategy. The core focus remains on steadily expanding the portfolio through the selective addition of private companies with high growth potential, that operate across a diverse range of sectors with limited direct exposure to discretionary or consumer spending. The Manager has continued to see good demand for growth capital across its network of regional offices and, during the year, invested a total of £2.6 million into five new private companies. The portfolio now extends to over 100 companies providing access to a wide range of dynamic and emerging sectors such as Software-as-a-Service (SaaS), cyber security, data analytics, regtech and advanced manufacturing. Although a number of the companies in the portfolio are at an earlier stage of development, there is a growing proportion that are maturing with 35% of the private companies in the portfolio now profitable, compared to 23% as at 30 November 2024. While the growth path for earlier stage businesses can take longer and may be less predictable than for established companies, which has resulted in a small number of failures this year, this has been compensated by those portfolio companies that are scaling rapidly and increasing market share, and which represent the largest opportunity for significant future value creation. The ability to provide additional capital to support existing portfolio companies as they scale is an important element of the investment strategy and, during the year, £2.9 million of follow-on funding was provided to 18 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 structured in tranches and released subject to the achievement of specific milestones, to help protect value. This has been another challenging year for AIM, with investor appetite for smaller listed companies remaining subdued and limited new VCT qualifying investment opportunities. Your Company's AIM quoted portfolio now accounts for 6% of NAV, compared to 6.9% as at 30 November 2024, and, although selective exposure to certain more established AIM quoted businesses will continue to form part of the portfolio diversification strategy, the Board does not anticipate making any significant new AIM investments until there is demonstrable evidence of a recovery in this market. There continues to be a good level of M&A interest across the private equity portfolio and during the year two profitable private company realisations completed. In early July 2025, the exit from crematoria operator Horizon Ceremonies completed, generating an initial return of 2x cost and cash proceeds of over £1.8 million, with the potential for a further deferred element, contingent on the receipt of planning approval at two identified sites. The exit from specialist mechanical and electrical maintenance contractor DPP completed in November 2025, generating a total return of 2.1x cost including all yield payments. In both cases, the majority of the cash proceeds received were paid out to Shareholders through two interim dividends, reinforcing the Board's commitment to maintain a programme of regular Shareholder payments, particularly following significant profitable exits. Post the period end, a partial realisation of artificial intelligence (AI) enabled contract software specialist Summize was achieved through a transaction supported by a syndicate of UK private equity investors who provided £40 million to support the business through its next phase of growth. The syndicate included Maven's Regional Buyout Fund II, alongside two new institutional investors with your Company also completing a new VCT qualifying investment. Since your Company first invested in 2022, Summize has quickly become a high performing portfolio asset with annual recurring revenue (ARR) increasing by 100% year on year over the past five consecutive years. Having gained significant scale in the UK, the business successfully launched in North America and subsequently attracted acquisition interest which resulted in a transaction completing in early January 2026. As part of this transaction, and consistent with the Board's objective of maintaining an equity position in the most promising portfolio companies, the Manager negotiated a partial exit which generated an initial return for your Company of 3.8x cost, comprising cash alongside a retained equity stake. The ability to achieve a partial exit in high performing companies is a strategy that the Manager has previously successfully utilised with MirrorWeb, Novatus Global and Quorum Cyber, all of which achieved rapid growth during the period of investment and secured significant third party funding to help accelerate their business plans. This enabled your Company to achieve a partial exit and generate a healthy initial cash return while retaining an equity stake. The Board is fully supportive of this model as it provides the opportunity to generate liquidity to support dividends while remaining invested in those companies that have the ability to become larger and more valuable assets. Since moving to a cycle of annual fundraisings in 2023, your Company has consistently sought to raise an appropriate level of funds to enable the Manager to continue to carefully expand and develop the portfolio in line with the investment strategy. Following the success of the 2024 fundraising, which closed early, fully subscribed, after raising £10 million, in early October 2025 the Board was pleased to launch a new Offer for Subscription, alongside Offers by the other Maven Income and Growth VCTs. 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 and, as at the date of the Annual Report, has attracted subscriptions in excess of its £12.5 million target. 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 information about the Offers, including the Prospectus and Application Form, can be found at mavencp.com/vctoffer. Shareholders will find details of the key developments across the portfolio, including new investment activity and realisations completed, in the Investment Manager's Review 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. Your Company has a well established approach to treasury management, which focuses 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% across the combined treasury management portfolio and uninvested cash. It is worthwhile highlighting that 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 can be found 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 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 of Horizon Ceremonies in early July 2025, the Directors were pleased to announce an enhanced interim dividend of 1.25p 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 0.50p 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 proposed final dividend of 0.30p per Ordinary Share, in respect of the year ended 30 November 2025, will be paid on 15 May 2026 to Shareholders who are on the register at 17 April 2026. This will bring the annual dividend to 2.05p per Ordinary Share, representing a yield of 6.33% based on the NAV at the immediately preceding year end. Since the Company's launch, and after receipt of the proposed final dividend, a total of 56.05p 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/migvct5. 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 could be used for future dividends or any other applicable purpose. On 28 January 2026, it was confirmed by an Order of the High Court of Justice that the share premium account and the capital redemption reserve had been cancelled. The Court Order was registered by the Registrar of Companies on 31 January 2026. Fund Raising and Offer for Subscription On 27 March 2025, the Offer for Subscription, which was launched in September 2024, closed early, fully subscribed, raising a total of £10 million 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 can be found 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 with a target raise of £12.5 million. As at the date of the Annual Report, your Company has attracted subscriptions in excess of its £12.5 million target. The Board is committed to making regular allotments of new Ordinary Shares. The first allotment for the 2025/26 tax year completed on 16 December 2025, with further allotments taking place on 17 February and 24 March 2026. Applications for the 2025/26 tax year will close on 2 April 2026, unless fully subscribed ahead of this date, with an allotment expected to complete later that day. Applications for the 2026/27 tax year will close on 24 April 2026, unless fully subscribed ahead of this date, with an allotment completing shortly thereafter. 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 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, the maintenance of the Company's VCT qualifying status and, when appropriate, will also take into consideration any period when the shares are trading ex-dividend. 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 VCT Association (VCTA), of which the Manager is a founding member, launched the Growth Beyond Limits campaign specifically focused on promoting the benefits of increasing the investment limits for VCT qualifying companies, which have been frozen for almost a decade. The VCTA, which represents 14 of the largest VCT fund managers, highlighted the case for increasing the limits to assist certain younger and higher growth companies. This is particularly relevant for those businesses that operate in sectors that have an extended investment cycle, such as life sciences, technology and other knowledge intensive sectors. The Board 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 are welcome and should help to ensure that your Company, and the VCT industry more widely, can continue to provide funding to the UK's most ambitious and entrepreneurial SMEs as they scale. The Autumn Statement 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%. The reduction in tax relief for investors is disappointing, and through the VCTA, the Manager will also continue to provide 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 grow and create local employment opportunities. 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) provided limited changes to the existing valuation framework. It added specific points for clarification alongside 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 ort and in Note 1 (e) 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 tables in the Financial Highlights in the Annual Report, with definitions of terms contained in the Glossary in the Annual Report. 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 that 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 for 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, as part of a carefully planned succession, Maven announced that its long standing Fund Manager Bill Nixon would be stepping back from his role as Investment Manager of the Maven managed VCTs and retiring as Maven's Managing Partner, and moving to a new role as Chair of Maven. Alongside senior colleagues, Bill founded Maven in 2009 and as its Managing Partner for over 17 years has grown Maven's business, and particularly its VCT focus, establishing its position as a leading Manager in the sector. Bill has been the Investment Manager of your Company since Maven was appointed in 2011 and has been instrumental in implementing the turnaround strategy, which has transformed performance by reducing the exposure to AIM and rebuilding the portfolio through the selective addition of growth focused private equity investments. This strategy has resulted in the construction of the broad and well diversified portfolio that your Company holds today, which has delivered a significant improvement in performance and value creation for Shareholders. As part of that 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 of the Maven VCTs. 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 an excellent working 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 record our sincere thanks to Bill for the pivotal role that he has played in developing and delivering your Company's investment strategy, and enhancing Shareholder value, whilst navigating an evolving and increasingly complex VCT regulatory landscape. We wish Bill all the very best in his future role. Annual General Meeting (AGM) The 2026 AGM will be held at Maven's Glasgow office, which is located at Kintyre House, 205 West George Street, Glasgow G2 2LW on Tuesday, 28 April 2026. The AGM will commence at 11:30am and the Notice of Annual General Meeting can be found in the Annual Report. The Future With good levels of liquidity, your Company is well placed to continue to deliver growth in the year ahead. The portfolio's breadth and diversity provides exposure to a wide range of dynamic and high growth businesses, which operate in attractive markets across the UK and have the potential to achieve scalable growth and attract premium valuations at exit. The priority for the year ahead will focus on further expanding and developing the portfolio, while progressing those exits that optimise Shareholder value and generate cash proceeds to support the dividend policy. Graham Miller 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. Maven Capital Partners UK LLP (Maven or the Manager) was appointed in February 2011. 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/AQSE quoted companies which meet the criteria for VCT qualifying investments and have strong growth potential; • investing no more than £1.3 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 Business 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/AQSE quoted companies, which carry a higher level of risk and lower liquidity relative to investments in larger 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 investee companies and a range of economic sectors, and is actively and closely monitored. |
| 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 landscape 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, The UK Private Capital and the VCTA in relation to any changes in legislation. |
| Political risk | • Political changes leading to uncertainty in markets, legislation and the economy. | • The Board reviews regularly the political situation, together with any associated changes to the economic, regulatory and legislative environment. |
| 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 reviews regularly 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 monitor the progress of portfolio companies and, whilst this risk cannot be obviated entirely, the Company's investment portfolio is diversified across a large number of companies and a broad range of economic sectors. |
| Geopolitical risk and uncertainty | • Broader global macroeconomic risks have escalated following the change of government in North America, 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 and returns and 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 29 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 has adopted a dividend policy, targeting an annual dividend yield of 6% of the NAV per Ordinary Share at the immediately preceding year end, as well as an active treasury management strategy and a share buy back policy. Details of which can be found in the Chairman's Statement and in 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. 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. |
| 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 the underlying portfolio companies. 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, the Company's risk register and risk dashboard, 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. The Board also receives presentations regularly from the management of portfolio companies. |
| Other service providers | 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 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. In addition, the Board also oversees operational risk as a principal 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 principal risks and details of how the Company manages and mitigates these risks can be seen in the Business 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 Company's and the Manager's membership of the AIC and of the VCTA 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 | |
| Gains on investments | - | 2,330 | 2,330 | - | 5,320 | 5,320 |
| Income from investments | 726 | - | 726 | 713 | - | 713 |
| Other income | 519 | - | 519 | 466 | - | 466 |
| Investment management fees | (309) | (928) | (1,237) | (487) | (1,461) | (1,948) |
| Other expenses | (457) | - | (457) | (414) | - | (414) |
| Net return on ordinary activities before taxation | 479 | 1,402 | 1,881 | 278 | 3,859 | 4,137 |
| Tax on ordinary activities | - | - | - | - | - | - |
| Return attributable to Equity Shareholders | 479 | 1,402 | 1,881 | 278 | 3,859 | 4,137 |
| Earnings per share (pence) | 0.21 | 0.62 | 0.83 | 0.13 | 1.87 | 2.00 |
| 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 | 20,807 | 24,814 | 1,789 | (652) | 13,898 | 8,321 | (1,588) | 67,389 | |
| Net return | - | - | - | 5,945 | (3,615) | (928) | 479 | 1,881 | |
| Dividends paid | - | - | - | - | - | (4,953) | (231) | (5,184) | |
| Repurchase and cancellation of shares | (1,065) | - | 1,065 | - | - | (3,207) | - | (3,207) | |
| Net proceeds of share issue | 3,048 | 6,684 | - | - | - | - | - | 9,732 | |
| Net proceeds of DIS issue* | 155 | 282 | - | - | - | - | - | 437 | |
| Transfer between distributable reserves | - | - | - | - | (2,000) | 2,000 | - | - | |
| At 30 November 2025 | 22,945 | 31,780 | 2,854 | 5,293 | 8,283 | 1,233 | (1,340) | 71,048 | |
| 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 | 19,539 | 20,068 | 825 | (874) | 8,800 | 16,757 | (1,555) | 63,560 |
| Net return | - | - | - | 222 | 5,098 | (1,461) | 278 | 4,137 |
| Dividends paid | - | - | - | - | - | (4,009) | (311) | (4,320) |
| Repurchase and cancellation of shares | (964) | - | 964 | - | - | (2,966) | - | (2,966) |
| Net proceeds of share issue | 2,095 | 4,461 | - | - | - | - | - | 6,556 |
| Net proceeds of DIS issue* | 137 | 285 | - | - | - | - | - | 422 |
| At 30 November 2024 | 20,807 | 24,814 | 1,789 | (652) | 13,898 | 8,321 | (1,588) | 67,389 |
| 30 November 2025 £'000 | 30 November 2024 Restated* £'000 | ||
| Fixed assets | |||
| Investments at fair value through profit or loss | 58,060 | 53,704 | |
| Current assets | |||
| Debtors | 734 | 612 | |
| Cash and cash equivalents | 12,716 | 14,234 | |
| 13,450 | 14,846 | ||
| Creditors | |||
| Amounts falling due within one year | (462) | (1,161) | |
| Net current assets | 12,988 | 13,685 | |
| Net assets | 71,048 | 67,389 | |
| Capital and reserves | |||
| Called up share capital | 22,945 | 20,807 | |
| Share premium account | 31,780 | 24,814 | |
| Capital redemption reserve | 2,854 | 1,789 | |
| Capital reserve - unrealised | 5,293 | (652) | |
| Capital reserve - realised | 8,283 | 13,898 | |
| Special distributable reserve | 1,233 | 8,321 | |
| Revenue reserve | (1,340) | (1,588) | |
| Net assets attributable to Ordinary Shareholders | 71,048 | 67,389 | |
| Net asset value per Ordinary Share (pence) | 30.96 | 32.39 |
| Year ended 30 November 2025 £'000 | Year ended 30 November 2024 Restated* £'000 | ||
| Net cash flows from operating activities | (1,339) | (619) | |
| Cash flows from investing activities | |||
| Purchase of investments | (5,902) | (7,705) | |
| Sale of investments | 3,894 | 13,678 | |
| Net cash flows from investing activities | (2,008) | 5,973 | |
| Cash flows from financing activities | |||
| Equity dividends paid | (5,184) | (4,320) | |
| Issue of Ordinary Shares | 10,220 | 7,174 | |
| Repurchase of Ordinary Shares | (3,207) | (2,966) | |
| Net cash flows from financing activities | 1,829 | (112) | |
| Net (decrease)/increase in cash and cash equivalents | (1,518) | 5,242 | |
| Cash and cash equivalents at beginning of year | 14,234 | 8,992 | |
| Cash and cash equivalents at end of year | 12,716 | 14,234 | |
| 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 | 226,960,266 £479,000 £1,402,000 | 206,787,441 £278,000 £3,859,000 |
| Total return | £1,881,000 | £4,137,000 |