REG - Maven Inc&Grwth 5 - Annual Financial Report
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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
(https://www.mavencp.com/investment-opportunities/venture-capital-trusts/current-vct-offers)
.
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 (https://maven-cp.cityhub.uk.com/login) , 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
(https://www.mavencp.com/investment-opportunities/venture-capital-trusts/maven-income-and-growth-vct-5)
. Shareholders can also elect to participate in the DIS through the
Registrar's online investor hub at maven-cp.cityhub.uk.com/login
(https://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 • The Company appoints an FCA authorised investment manager with the
UK companies and AIM/AQSE quoted companies, which carry a higher level of risk appropriate skills, experience and resources required to achieve the
and lower liquidity relative to investments in larger 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 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 • 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
cause a third party to fail to perform its duties and responsibilities or and controls in place to prevent or mitigate against a systems or data
experience financial difficulties such that it is unable to carry on trading security 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 landscape 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, The UK Private Capital and the VCTA in relation to any changes in
legislation.
Political risk • Political changes leading to uncertainty in markets, legislation • The Board reviews regularly the political situation, together with
and the economy. 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 Board reviews regularly the investment portfolio with the
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 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 • The Manager has assessed the current impact of trade tariffs on
change of government in North America, in particular the introduction of trade portfolio companies and is working with management teams to consider potential
tariffs. 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 • The Manager has embarked on a series of risk assessments, governance
without proper consideration of the risks involved, with no mitigating and oversight arrangements with respect to AI risk, whilst also acknowledging
controls being 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, including in the Chairman's Statement, and in the Investment
Manager's Review. A review of the Company's business, its financial 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 investee companies by industry sector and demonstrate the
broad market exposure across the portfolio, and provide insight into the age
of the investments within the portfolio. The level of VCT qualifying
investment is monitored continually by the Manager and reported to the Risk
Committee quarterly or as otherwise required.
Key Performance Indicators (KPIs)
During the year, the net return on ordinary activities before taxation was
£1,881,000 (2024: £4,137,000), the gain on investments was £2,330,000
(2024: £5,320,000) and the earnings per share were 0.83p (2024: 2.00p). The
Directors also consider a number of 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 tables in the Financial Highlights in the Annual Report and
definitions of the APMs can be found in the Glossary on in the Annual Report.
In addition, the Board considers the following to be KPIs:
• NAV total return;
• cumulative dividends paid;
• share price discount to NAV;
• share price total return; and
• the ongoing charges ratio (OCR).
The NAV total return is the principal measure of Shareholder value as it
includes both the current NAV per share and the sum of dividends paid to 30
November 2025. Cumulative dividends paid is the total amount of both capital
and income distributions paid since the launch of the Company. Following the
adoption in 2025 of an enhanced dividend policy, the Directors seek to pay
dividends to provide an annual yield which represents 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 is lower than the NAV per share. Share price
total return is the theoretical return, including reinvesting each dividend in
additional shares in the Company at the closing mid-market price on the day
that the shares go ex‑dividend. 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 2.37%
(2024: 2.33%) 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, and the profile of the portfolio is reflected in the Summary of
Investment Changes in the Annual Report. The Board also reviews the Company's
operational expenses on a quarterly basis as the Directors consider that this
is an important component in the generation of Shareholder returns. Further
information can be found in Notes 2 and 4 to the Financial Statements in the
Annual Report.
Your Board continues to believe that a portfolio of private companies and
selected AIM quoted holdings optimises the portfolio diversification strategy
and provides the structure for delivering long term growth in Shareholder
value. However, as detailed in the Chairman's Statement, the Manager will
remain cautious on any new AIM investments.
There is no market standard VCT index against which to compare the financial
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 graphs in the Annual Report
compare the Company's performance against that Index. The Directors, on a
quarterly basis, carry out a review of peer group NAV total return numbers to
assess the relative performance against the most appropriate peer group VCT
competitors. The Directors also consider non‑financial performance measures
such as the flow of investment proposals and the Company's ranking within the
VCT sector.
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, 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 29
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 and returns and fundraising, and ensuring fee transparency are also act as points of contact for the Board and Shareholders and engagement
essential in promoting the Company to Shareholders and also in facilitating logs are included in Board Meeting materials.
trust and confidence in the Company and its performance in the long term.
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 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/) .
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, the Company's risk register
generate positive returns for Shareholders is directly linked to the and risk dashboard, and portfolio analysis at its quarterly meetings, the
performance of the underlying portfolio companies. Board oversight, through Board supports the Manager's approach of securing, where possible,
the reporting of the Manager, is key to ensuring a comprehensive understanding representation on the boards of the unlisted portfolio companies. This
of individual portfolio company purpose and strategy, good governance and promotes deeper Manager engagement and oversight of this part of the
ongoing alignment of interests. 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 The Board endorses 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. 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, 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 principal risks and details of how the Company manages and
practice and to advocate in the Company's interests, engagement with mitigates these risks can be seen in the Business Report. The Board keeps
regulatory and industry bodies is important to retain awareness of existing informed and monitors VCT scheme compliance, relevant statutory and regulatory
and future requirements and trends. 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 The Board is committed to ensuring While the Company's investment policy does
society that the Company's business and, not include explicit ESG aims, the Manager
to the extent possible, that of the has implemented its own ESG and Responsible Investment Policy, part of which
facilitates due diligence and ongoing monitoring of portfolio companies from
Company's portfolio companies is an ESG perspective. The Board reviews and challenges the Manager's ESG
assessment of portfolio companies to facilitate its
conducted in a socially responsible
oversight of the environmental and social impact of its activities. Further
manner. 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 directly responsible 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. The Company has no employees and,
accordingly, has no requirement to report separately on employment matters.
The Board comprises two male Directors and one female Director 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 in 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 the information
received from the investee companies for the benefit of the Board and helps
support individual companies to identify ESG risks and opportunities and,
where potential improvements are identified, will work 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:
Graham Miller
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
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
* Further details of the restatement can be found in Note 19 in the Annual
Report.
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 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 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 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
*DIS represents the Dividend Investment Scheme as detailed in the Chairman's
Statement.
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 £606,000 (2024: £6,633,000) 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 Notes are an integral part of the Financial Statements and can be found in
full in the Annual Report.
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 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
*Further details of the restatement can be found in Note 19 in the Annual
Report.
The Financial Statements of Maven Income and Growth VCT 5 PLC, registered
number 04084875, were approved and authorised for issue by the Board of
Directors and were signed on its behalf by:
Graham Miller
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 (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
*further details of the restatement can be found in Note 19 in the Annual
Report.
The prior year investment purchases have been reduced by £3,500,000, and
investment sales £4,000,000 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
1. Accounting policies
The Company is a public limited company, incorporated in England and Wales and
its registered office is shown in the Corporate Summary in the Annual Report.
(a) Basis of preparation
The Financial Statements have been prepared on a going concern basis, 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 £85,200
(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 which 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 25% to revenue and 75% 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 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 deferred tax assets 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 which 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 during 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 multiples 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 listed 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 share issue costs, including £355,205
trail commission (2024: £247,609). 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.
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:
226,960,266 206,787,441
Weighted average number of Ordinary Shares
£479,000 £278,000
Revenue return £1,402,000 £3,859,000
Capital return
Total return £1,881,000 £4,137,000
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 as at that date of
2025: 229,455,909 Ordinary Shares (2024: 208,074,650 Ordinary Shares).
Directors' Responsibility Statement
The Directors confirm 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 and uncertainties 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 Tuesday, 28 April 2026, commencing
at 11.30am, at the offices of Maven Capital Partners UK LLP, Kintyre House,
205 West George Street, Glasgow, G2 2LW.
Copies of this announcement and copies of the Annual Report and Financial
Statements for the year ended 30 November 2025, will be available to the
public at the offices of Maven Capital Partners UK LLP, Kintyre House, 205
West George Street, Glasgow G2 2LW; at the registered office of the Company,
6(th) Floor, Saddlers House, 44 Gutter Lane, London, EC2V 6BR; and on the
Company's webpage at mavencp.com/migvct5
(https://www.mavencp.com/investment-opportunities/venture-capital-trusts/maven-income-and-growth-vct-5)
.
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 which was unqualified and did not constitute statements under
S498(2) or S498(3) of the Companies Act 2006.
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 2025 Annual Report will 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)
.
By order of the Board
Maven Capital Partners UK LLP
Secretary
24 March 2026
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