REG - Maven Inc &Grwth VCT - Annual Financial Report
Tue 16:30
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RNS Number : 7144G Maven Income & Growth VCT PLC 02 June 2026
Maven Income and Growth VCT PLC
Final results for the year ended 28 February 2026
The Directors report the Company's financial results for the year ended 28
February 2026.
Highlights
· NAV total return at the year end of 148.64p per Ordinary Share
(2025: 148.08p)
· NAV at the year end of 36.18p per Ordinary Share (2025: 39.37p)
· Three profitable private company realisations completed
including the partial exit from Summize
· Interim dividends totalling 2.50p per Ordinary Share paid
during the year
· Third interim dividend of 0.60p per Ordinary Share to be paid
on 26 June 2026, taking the annual yield to 7.87% (2025: 6.1%)
· Over £4.3 million deployed in new and follow-on investments
· Offer for Subscription launched in October 2025 closed raising
£12.15 million of its increased target of £12.5 million
Strategic Report
Chairman's Statement
On behalf of your Board, I am pleased to present the 2026 Annual Report.
Against an unstable economic backdrop, your Company has made further positive
progress, and it is pleasing to report a modest increase in NAV total return
over the prior year. This resilient performance largely reflects the maturing
profile of the private equity portfolio, where an increasing number of private
companies are delivering sustained revenue growth and achieving scale, which
has resulted in the valuations of certain holdings being uplifted. It is
encouraging to report that your Company has maintained a healthy rate of
investment deploying over £4.3 million through new and follow-on investment,
with three new private companies added to the portfolio. This has also been a
good year for exits, with the completion of two profitable and cash generative
private company realisations. Consistent with the objective of making regular
Shareholder distributions, the majority of the cash proceeds received from
these sales were distributed to Shareholders through two interim dividends
during the year. In January 2026, the partial exit from legal technology
business Summize also completed and provided your Company with an initial cash
return alongside a retained equity stake in this ambitious and fast growing
business, with a new VCT qualifying investment also completing as part of a
larger funding round. The Board is highly supportive of this approach as it
generates liquidity to support the dividend policy, while enabling your
Company to remain invested in the strongest and most promising portfolio
companies for longer to participate in future growth. Following this exit, the
Directors were pleased to declare that a third interim dividend of 0.60p per
Ordinary Share will be paid to Shareholders on 26 June 2026. This takes the
annual dividend to 3.10p per Ordinary Share and represents an annual yield of
7.87%, which significantly exceeds the 6% target.
In the year to 28 February 2026, the macroeconomic outlook has continued to be
fragile with UK growth and business confidence remaining subdued, impacted by
ongoing geopolitical concerns and the higher cost burden associated with the
measures announced in the 2024 Autumn Budget. Although inflation stabilised
towards the end of 2025, and further interest rate cuts were largely
anticipated, the recent events in the Middle East have reversed these
expectations. However, with good levels of liquidity and a large and well
diversified portfolio of ambitious and entrepreneurial businesses, the
Directors believe that your Company is well placed to continue to deliver its
long term investment objective.
A notable development during the period, was the announcement, in the 2025
Autumn Budget Statement, of changes 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 high
growth 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
initial tax relief for investors is disappointing and, alongside industry
representatives, the Manager has actively contributed to the Government's call
for evidence making the case that this change should be reversed. The Manager
remains central to these discussions and will continue to provide evidence to
support the important role that VCT funding plays in financing ambitious and
entrepreneurial SMEs across the UK, driving innovation and job creation.
Your Company has made encouraging progress this year, which further validates
the strength of the investment strategy that has been consistently applied for
a number of years. 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, whilst providing follow-on
funding to support existing portfolio companies as they scale.
During the year, the Manager has continued to see good demand for growth
capital across its network of regional offices and invested a total of £1.2
million into three new innovative private companies. The portfolio now extends
to over 75 growth focused private companies providing access to a wide range
of dynamic and emerging sectors such as cyber security, data analytics,
regtech, fintech 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 and achieving scale with 36% of the
private companies in the portfolio now profitable. It is becoming evident that
some of these companies present the opportunity for significant future value
creation. It is, however, worthwhile remembering that the growth path for
earlier stage businesses can take longer and may be less predictable than for
established companies and despite proactive measures taken by the Manager, two
companies entered administration during the year. Although this is
disappointing, it reflects the higher risk profile of early stage investment
and reinforces the benefits of building a large and diversified portfolio to
support long term stability in Shareholder returns.
As the portfolio increases in size and scale, the ability to provide
additional funding to support existing portfolio companies that are making
commercial progress is becoming an increasingly important element of the
investment strategy and, during the year, £2.7 million of follow-on funding
was provided to 16 private 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 agreed
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. Consistent with the cautious approach to AIM that
has been adopted for the past few years, only two small AIM transactions
completed. Your Company's AIM quoted portfolio now accounts for 1% of NAV 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.
This has been another good year for exits, with the completion of three
profitable private company realisations. In early July 2025, the exit from
crematoria operator Horizon Ceremonies completed, generating an initial return
of 2.1x cost and cash proceeds of over £1.8 million, with the potential for
further deferred elements, 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 2.5x cost including all yield payments and over £1.2 million in
cash proceeds. In both cases, the majority of the cash received was 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.
In January 2026, the partial realisation of artificial intelligence (AI)
enabled legal technology software specialist Summize was achieved with a
syndicate of UK private equity investors providing £40 million to support the
next phase of growth. The transaction included funding from Maven's Regional
Buyout Fund II, alongside two new institutional investors with your Company
also completing a new VCT qualifying investment. 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. Having
gained significant scale in the UK, the business successfully launched in
North America and subsequently attracted acquisition interest, which resulted
in a partial exit being achieved. As part of this transaction, and consistent
with the Board's objective of maintaining an equity position in the most
promising portfolio companies, your Company generated an initial return of
3.6x cost, comprising cash alongside a significant 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
Manager's 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 an 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.
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 clear and 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 VCT 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 worth noting 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 are included 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 2025 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 various 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 high growth 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
Following the realisation of Horizon Ceremonies in early July 2025, the
Directors were pleased to announce an enhanced interim dividend, for the year
ended 28 February 2026 of 1.50p per Ordinary Share, 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, for the year ended 28 February 2026 of 1.00p per Ordinary Share was
paid on 16 January 2026 to Shareholders on the register at 12 December 2025.
The Directors were pleased to announce that a third interim dividend of 0.60p
per Ordinary Share, in respect of the year ended 28 February 2026, will be
paid on 26 June 2026 to Shareholders who are on the register at 29 May 2026.
This will bring the annual dividend to 3.10p per Ordinary Share, representing
a yield of 7.87% based on the NAV per Ordinary Share at the immediately
preceding year end. Since the Company's launch, and after receipt of the third
interim dividend, a total of 113.06p 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. Following the payment of the
third interim dividend, the Directors will not be proposing a final dividend
for the financial year ended 28 February 2026 at the 2026 AGM.
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 third interim dividend, due
to be paid on 26 June 2026, the mandate form must be received by the Registrar
before 12 June 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/migvct
(https://www.mavencp.com/investment-opportunities/venture-capital-trusts/maven-income-and-growth-vct-1)
. 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 can be used for future dividends
or any other applicable purpose. On 28 January 2026, by an Order of the High
Court of Justice, the share premium account and the capital redemption reserve
were cancelled, and the Court Order was registered by the Registrar of
Companies on 31 January 2026, at which point, the cancellation became
effective.
Whilst the level of distributable reserves has increased, the quantum and
timing of dividend payments will continue to be closely linked to realisation
activity while also reflecting the requirement to maintain the Company's VCT
qualifying level.
Fund Raising and Offer for Subscription
On 2 October 2025, your Company launched a new Offer for Subscription
alongside Offers by the other Maven managed VCTs. The Directors are pleased to
report that, on 24 April 2026, your Company's Offer closed having raised a
total of £12.15 million for the 2025/26 and 2026/27 tax years, against an
increased target of £12.5 million. The initial target raise of £7.5 million
was achieved in early February, with the over-allotment facility of £5
million utilised thereafter.
Consistent with the objective of making regular allotments of new Ordinary
Shares, the first allotment for the2025/26 tax year completed on 15 January
2026, with further allotments taking place on 24 March and 2 April2026. An
allotment for the 2026/27 tax year completed on 14 April 2026, with a final
allotment taking place on29 April 2026. Details regarding the new Ordinary
Shares issued can be found in Note 12 to the Financial Statement in the Annual
Report.
The Directors are confident that Maven's regionally based team of investment
executives has the resource and capability to continue sourcing attractive VCT
qualifying companies across a range of dynamic sectors throughout the UK, and
that this additional liquidity will facilitate the further expansion and
development of the portfolio in line with the investment strategy. In
addition, the funds raised will allow your Company to maintain its active
share buyback policy, whilst also spreading costs over a wider asset base,
with the objective of maintaining a competitive OCR for the benefit of all
Shareholders.
Share Buy-backs
The Directors acknowledge the need to maintain an orderly market in the
Company's shares and have delegated authority to the Manager to enable the
Company to buy back its own shares in the secondary market for cancellation or
to be held in treasury, subject always to such transactions being in the best
interests of Shareholders.
It is intended that the Company will seek to buy back shares with a view to
maintaining a share price that is at a discount of approximately 5% to the
latest published NAV per Ordinary Share. Any purchase of the Company's own
shares will be subject to various factors including market conditions,
available liquidity and the maintenance of the Company's VCT qualifying
status. It should be noted that the Company cannot buy back shares whilst it
is in a closed period, which is the time from the end of a reporting period
until either the announcement of the relevant results or the release of an
unaudited NAV. Additionally, a closed period may be introduced if the
Directors or the Manager are in possession of price sensitive information.
Shareholders should note that neither the Company nor the Manager can execute
a transaction in the Company's shares. If a Shareholder wishes to buy or sell
shares on the secondary market, they should direct their instruction through a
stockbroker of their choice. To discuss a transaction, the Shareholder's
stockbroker should contact the Company's stockbroker, Shore Capital
Stockbrokers, on 020 7647 8132.
VCT Regulatory Developments
During the year, your Company has remained fully compliant with the complex
conditions and requirements of the VCT scheme.
As outlined earlier, 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
which 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 have doubled. The annual amount that
a VCT can invest in a qualifying company has increased to £10 million (£20
million for knowledge intensive companies) while the lifetime allowance for a
VCT qualifying company has increased to £24 million (£40 million for
knowledge intensive companies). In addition, the gross assets test has also
doubled, 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 innovative 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, has reduced from
30% to 20%. The reduction in initial tax relief for investors is
disappointing, and the Manager will continue to provide evidence to reinforce
the importance of VCT investment as part of the wider funding ecosystem
specifically highlighting cases where Maven has supported high growth
businesses across the regions as they scale and create local, highly skilled
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, adding guidance on the impact of
ESG and sustainability on valuation methodologies, and the use of AI enabled
valuation models. With respect to the use of AI models for valuing unlisted
investments, IPEV concluded that while they can be a useful tool to augment
the valuation process, they do not replace human professional judgement and
scepticism. It should be noted that the Manager does not currently utilise any
such AI tools when valuing the unlisted portfolio.
In accordance with normal market practice, investments quoted on AIM or
another recognised stock exchange, are valued at their closing bid price at
the period end.
Further details on your Company's approach to valuing portfolio companies can
be found in the Business Report on 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 the Financial Highlights in the
Annual Report, with definitions of terms contained in the Glossary.
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, 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 Managing Partner for over 17 years has grown Maven's business,
particularly its VCT focus, establishing its position as a leading Manager in
the sector. Bill has been the Investment Manager of your Company for almost 20
years and has been instrumental in driving growth and constructing the broad
and well diversified portfolio that your Company holds today.
As part of a carefully planned succession, the role of Investment Manager of
the Maven managed VCTs and Managing Partner at Maven has 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 executing VCT investments in Scotland and latterly as 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 his future role.
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, while 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 on Thursday, 9 July 2026 in Maven's London office,
which is located at 6th Floor, Saddlers House, 44 Gutter Lane, London, EC2V
6BR. The AGM will commence at 12 noon and the Notice of Annual General Meeting
can be found in the Annual Report.
The Future
Although the macroeconomic outlook remains uncertain, your Company is well
placed to continue to deliver steady growth in Shareholder value. The
portfolio that has been constructed provides diversified exposure to sectors
and markets with attractive long term growth characteristics, which continue
to attract acquisition interest from potential buyers. In the year ahead, the
focus will remain on further expanding and developing the portfolio, by
maintaining a steady rate of new investment and deploying follow-on funding to
support those portfolio companies that are making commercial progress and
achieving objectives. In addition, exit opportunities that offer the potential
to maximise Shareholder returns will be progressed to help support the
dividend policy.
John Pocock
Chairman
2 June 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
Under an investment policy approved by the Directors, the Company aims to
achieve long-term capital appreciation and generate income for Shareholders.
Business Model and Investment Policy
Under an investment policy approved by the Directors, the Company intends to
achieve its objective by:
• investing the majority of its funds in a diversified portfolio of
shares and securities in smaller, unquoted UK companies and AIM/AQSE quoted
companies that meet the criteria for VCT qualifying investments and have
strong growth potential;
• investing no more than £1.25 million in any company in one year
and no more than 15% of the Company's assets by cost in one business at any
time; and
• borrowing up to 15% of net asset value, if required and only on a
selective basis, in pursuit of its investment strategy. The Board has no
intention of approving any borrowing at this time.
Principal and Emerging Risks
The Board maintains an ongoing process for identifying, evaluating, and
monitoring both principal and emerging risks facing the Company. The risk
register and risk dashboard are integral components of the Company's risk
management framework and support a robust assessment of these risks, with
particular emphasis on the effectiveness of mitigating controls.
The Board reviews the Company's risk profile on a regular basis, and risk
ratings are updated throughout the year to reflect any changes. Given the
dynamic nature of these updates, the Board, in agreement with the Manager, has
determined that including a direction of travel indicator would not provide
meaningful benefit. Any material changes to principal and emerging risks will
be clearly disclosed in this report.
In 2025, the Board focused on ensuring its ability to comply in the future
with the enhanced requirements of the 2024 UK Corporate Governance Code
regarding internal controls, which will be applicable for the year ending 28
February 2027 and will be reported in next year's Annual Report. 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 principal and emerging risks facing the Company are as follows:
Principal risk Root cause Control measures
Investment risk · The majority of investments are in small and medium sized unquoted UK · The Company appoints an FCA authorised investment manager with the
companies and AIM/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 large quoted companies. Investment Objective.
· The Board ensures that a robust and structured selection, monitoring and
realisation process is applied by the Manager to all investments and regularly
reviews the investment portfolio with the Manager.
· The Company's 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 due
responsibilities in accordance with service level agreements. 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 all
losing the income tax relief on initial investment as well as tax relief applicable and upcoming legislation, such that VCT qualifying status is
obtained on any tax free income or capital gains received. Failure to meet the maintained.
qualifying requirement could result in a loss of listing of the Company's
shares.
· Further information on the management of this risk is detailed under
other headings in this Business Report.
IT and Cyber Security risk · Heightened cyber security risk and potential IT failure, which could · The Manager, on behalf of the Board, closely monitors the systems and
cause a third party to fail to perform its duties and responsibilities or controls in place to prevent or mitigate against a systems or data security
experience financial difficulties such that it is unable to carry on trading failure.
and cannot provide services to the Company.
· The Board reviews control and compliance reports from the Manager, which
includes oversight of third party cyber security arrangements, to ensure these
adequately address systems and data security risks.
· The ability of third parties to operate effective business continuity
plan (BCP) arrangements has been validated.
Legislative and Regulatory risk · Breaches of regulations including, but not limited to, the Companies Act · The Board maintains a good understanding of the changing regulatory
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, UK Private Capital and the VCTA in relation to any changes in
legislation.
Emerging risk Root cause Control measures
Global Conflict and Political Instability · Escalating global conflict and political instability resulting in the · The Board regularly reviews the investment portfolio with the Manager,
potential for escalating prices, disruption to supply chains and general and the Manager works closely with portfolio companies to identify, and
market uncertainty. support the management of, any challenges resulting from global conflict and
political instability.
· The Board and the Manager are monitoring this risk closely and, whilst it
cannot be obviated entirely, the Company's investment portfolio is diversified
across a large number of companies and a broad range of economic sectors, and
the Manager actively and closely monitors the progress of portfolio companies.
Geopolitical Risk and Uncertainty · Broader global macroeconomic risks have escalated following the change · The Manager has assessed the current impact of trade tariffs on portfolio
of government in the US, in particular the introduction of trade tariffs. companies and is working with management teams to consider potential future
impacts, where these may arise.
· The types of companies in which the VCT invests, together with the
diversification of the portfolio, reduces the overall impact of tariffs.
Artificial Intelligence (AI) · Increase in the use of AI by the Manager or portfolio companies without · The Manager has embarked on a series of risk assessments, governance and
proper consideration of the risks involved, with no mitigating controls being oversight arrangements with respect to AI risk, whilst also acknowledging the
established. potential benefits of AI.
· Portfolio companies may be unable to withstand disruption from AI native
competitors or may lose competitive advantage due to an inability to adopt AI
to enhance product or service development or drive operational efficiencies,
or to sufficiently adapt in line with the pace of change.
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, and from information provided in the Chairman's Statement and
in the Investment Manager's Review. A review of the Company's business, its
financial position as at 28 February 2026, and its performance during the year
then ended, is included in the Chairman's Statement, which also includes an
overview of the Company's strategy and business model.
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 Company's
holdings and the degree of co-investment with other clients of the Manager.
The Portfolio Analysis charts show the profile of investee companies by
industry sector and the broadly spread end market exposure across the
portfolio and provide insight into the age of the investments within the
portfolio. The level of qualifying investments 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
£1,090,000 (2025: £3,569,000); the gain on investments was £1,637,000
(2025: £3,974,000); and earnings per share were 0.61p (2025: 2.22p per
share). The Directors also consider a number of Alternative Performance
Measures (APMs) to assess the Company's success in achieving its objective,
and these also enable Shareholders and prospective investors to gain an
understanding of the Company's business. These APMs are shown in the Financial
Highlights in the Annual Report. In addition, the Board considers the
following to be KPIs:
• NAV total return;
• cumulative dividends paid;
• annual yield;
• share price discount to NAV;
• investment income;
• operational expenses; and
• ongoing charges ratio (OCR).
The NAV total return is considered to be the most appropriate long term
measure of Shareholder value as it includes both the current NAV per share and
the sum of dividends paid to 28 February 2026. 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 target a dividend that provides 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 annual
yield is the total dividends paid per share for the financial year, expressed
as a percentage of the net asset value at the immediately preceding year end.
The share price discount to NAV is the percentage by which the mid-market
price of a share is lower than its NAV per share.
The Board reviews the Company's investment income and operational expenses on
a quarterly basis, as these are both important components in the generation of
Shareholder returns. Further information can be found in Notes 2 and 4 to the
Financial Statements in the Annual Report. The OCR is a measure of the total
cost of running a fund to an investor and is the total recurring annual
expenses of the Company, including management fees charged to the capital
reserve, as a percentage of the average net assets attributable to
Shareholders over the year. The Company's OCR for the year ended 28 February
2026 was 2.71% (2025: 2.57%) and is detailed in Note 4 to the Financial
Statements in the Annual Report. Definitions of the APMs can be found in the
Glossary.
A historical record of these measures is shown in the Financial Highlights in
the Annual Report and the change in the profile of the portfolio is reflected
in the Summary of Investment Changes in the Annual Report.
Your Board continues to believe that a blended portfolio of private companies
and AIM quoted holdings provides the optimal structure for delivering long
term growth in Shareholder value. However, 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 graph in the Annual Report
compares the Company's performance against that Index. The Directors also
consider non-financial performance measures, such as the flow of investment
proposals and the Company's ranking within the VCT sector by independent
analysts. 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 buybacks in accordance with the
Company's share buy-back policy as outlined in the Chairman's Statement in the
Annual Report.
The Board's Duty and Stakeholder Engagement
The Directors' Section 172 statement should be read alongside the other
contents of the Strategic Report and in the context of the Company's
regulatory status as a small registered, internally managed, alternative
investment fund under the AIFMD. Under the Companies Act, the Directors have a
duty to promote the success of the Company for the benefit of its members as a
whole and in doing so, to have regard to several matters including, for
example, the likely consequences of any decision in the long term, the need to
foster business relationships and maintain a reputation for high standards of
business conduct when dealing with third parties and the need to act fairly
between Company members.
Given the nature of the Company, its day-to-day management and administration
are outsourced to third party service providers, the most significant of which
is the Manager. The Company does not have any customers in the traditional
sense, nor does it appoint executive directors or employ staff. 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 in line with 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 how it
continues to seek positive outcomes for its stakeholders is set out 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 the Company's
the achievement of its strategic objectives. Aligning interests in respect of regular reporting, disclosures and handling of enquiries. The Company's 2025
key matters such as investment policy and objectives, income generation and AGM was held on 10 July 2025 and all resolutions were passed. The Manager and
returns and fundraising, and ensuring fee transparency are essential in Company Secretary also act as points of contact for the Board and Shareholders
promoting the Company to Shareholders and also in facilitating trust and and engagement logs are included in Board Meeting materials.
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 the Directors'
Report in the Annual Report. Two interim dividends have been paid in the
period, and a third interim dividend will be paid on 26 June 2026.
During the year, the Company launched a further fundraising through an Offer
for Subscription, the Prospectus for which was published on 2 October 2025.
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 Offer for Subscription and the amount raised can be found in the
Chairman's Statement in the Annual Report.
Manager (and its employees) The day-to-day management and administration of the Company is outsourced to The Board maintains a constructive, open and transparent relationship with the
the Manager and thus Board engagement and oversight is crucial in ensuring Manager through regular dialogue, reporting and oversight. To further hold the
effective execution of the Company's investment policy, as well as ensuring Manager to account, the Board has established a Management Engagement
compliance with relevant legislation and regulation and to promote governance Committee to annually review the terms and execution of the Management and
best practice. Administration Deed, which details the nature of the Manager's relationship
with the Company, inclusive of fees, and provides for a clear delegation of
authority and responsibility.
In addition to providing regular reporting to the Board, the Manager also
publishes a bi-annual newsletter, Creating Value, which is available on the
Manager's website, mavencp.com (https://www.mavencp.com/) .
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 Company principal risks and details of how the Company
practice and to advocate in the Company's interests, engagement with manages and mitigates these risks can be seen in the Business Report in the
regulatory and industry bodies is important to retain awareness of existing Annual Report. The Board keeps informed and monitors VCT scheme compliance,
and future requirements and trends. relevant statutory and regulatory change and market impact through the
reporting of the Manager and its support functions and external advisers. The
Board endorses the Company's commitment to the AIC Corporate Governance Code
in terms of promoting good governance, and supports the 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 While the Company's investment policy does not include explicit ESG aims, the
extent possible, that of the Company's portfolio companies is conducted in a Manager has implemented its own ESG and Responsible Investment Policy, part of
socially responsible manner. which facilitates due diligence and ongoing monitoring of portfolio companies
from an ESG perspective. The Board reviews and challenges the Manager's ESG
assessment of portfolio companies to facilitate its oversight of the
environmental and social impact of its activities. Further details on the
Manager's approach to ESG can be found in the Investment Manager's Review in
the Annual Report.
Employee, Environmental and Human Rights Policy
The Company has no direct employee or environmental responsibilities, nor is
it responsible directly for the emission of greenhouse gases. The Board's
principal responsibility to Shareholders is to ensure that the investment
portfolio is managed and invested properly. As the Company has no employees,
it has no requirement to report separately on employment matters. The Board
comprises one female Director and two male Directors, all of whom are
non-executive, 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. Further information may 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. Further details regarding the Manager's
approach to ESG and the progress made on developing its ESG framework can be
found in the Chairman's Statement in the Annual Report. 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 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 28 February 2027, 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:
John Pocock
Director
2 June 2026
Income Statement
For the year ended 28 February 2026
Year ended Year ended
28 February 2026 29 February 2025
Restated*
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Gain on investments - 1,637 1,637 - 3,974 3,974
Income from investments 751 - 751 774 - 774
Other 531 - 531 480 - 480
income
Investment management fees (269) (1,078) (1,347) (253) (1,013) (1,266)
Other (482) - (482) (393) - (393)
expenses
Net return on ordinary activities before taxation 531 559 1,090 608 2,961 3,569
Tax on ordinary - - - - - -
activities
Return attributable to Equity Shareholders 531 559 1,090 608 2,961 3,569
Earnings per share 0.29 0.31 0.60 0.38 1.84 2.22
(pence)
*Further details of the restatement can be found in Note 18 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 28 February 2026
Non-distributable reserves Distributable reserves
Year ended 28 February 2026 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 28 February 2025 16,684 28,553 1,511 4,816 4,288 8,829 999 65,680
Net return - - - 6,816 (5,179) (1,078) 531 1,090
Cancellation of share premium account - (33,300) - - - 33,300 - -
Cancellation of capital redemption reserve - - (2,177) - - 2,177 - -
Dividends paid - - - - - (6,036) (722) (6,758)
Repurchase and cancellation of shares (666) - 666 - - (2,380) - (2,380)
Net proceeds of share issue 2,660 7,263 - - - - - 9,923
Net proceeds of DIS issue* 161 434 - - - - - 595
At 28 February 2026 18,839 2,950 - 11,632 (891) 34,812 808 68,150
Non-distributable reserves Distributable reserves
Year ended 28 February 2025 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 29 February 2024 15,469 23,119 835 5,676 (546) 15,598 872 61,023
Net return - - - (860) 4,834 (1,013) 608 3,569
Dividends paid - - - - - (3,204) (481) (3,685)
Repurchase and cancellation of shares (676) - 676 - - (2,552) - (2,552)
New proceeds of share issue 1,806 5,187 - - - - - 6,993
Net proceeds of DIS issue* 85 247 - - - - - 332
At 28 February 2025 16,684 28,553 1,511 4,816 4,288 8,829 999 65,680
*DIS represents the Dividend Investment Scheme as detailed in the Chairman's
Statement in the Annual Report.
The capital reserve unrealised is generally non-distributable, other than the
part of the reserve relating to gains/(losses) attributable to readily
realisable quoted investments which are distributable. The capital reserve
unrealised contains £442,000 of losses (2025: £2,606,000) 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), and are not readily convertible to cash, 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.
The Notes are an integral part of the Financial Statements and can be found in
full in the Annual Report.
Balance Sheet
As at 28 February 2026
28 February 2026 £'000 28 February 2025
Restated*
£'000
Fixed assets
Investments at fair value through profit or loss 51,536 50,517
Current assets
Debtors 564 539
Cash and cash equivalents 16,569 15,033
17,133 15,572
Creditors
Amounts falling due within one year (519) (409)
Net current assets 16,614 15,163
Net assets 68,150 65,680
Capital and reserves
Called up share capital 18,839 16,684
Share premium account 2,950 28,553
Capital redemption reserve - 1,511
Capital reserve - unrealised 11,632 4,816
Capital reserve - realised (891) 4,288
Special distributable reserve 34,812 8,829
Revenue reserve 808 999
Net assets attributable to Ordinary Shareholders 68,150 65,680
Net asset value per Ordinary Share (pence) 36.18 39.37
*Further details of the restatement can be found in Note 18 in the Annual
Report.
The Financial Statements of Maven Income and Growth VCT PLC, registered number
03908220, were approved and authorised for issue by the Board of Directors on
2 June 2026 and signed on its behalf by:
John Pocock
Director
2 June 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 28 February 2026
Year ended Year ended
28 February 2026 £'000 28 February 2025 Restated*
£'000
Net cash flows from operating activities (555) (570)
Cash flows from investing activities
Purchase of investments (4,794) (7,443)
Sale of investments 5,418 11,785
Net cash flows from investing activities 624 4,342
Cash flows from financing activities
Equity dividends paid (6,758) (3,685)
Issue of Ordinary Shares 10,010 7,190
Net proceeds of DIS issue 595 332
Repurchase of Ordinary Shares (2,380) (2,552)
Net cash flows from financing activities 1,467 1,285
Net increase in cash and cash equivalents 1,536 5,057
Cash and cash equivalents at beginning of year 15,033
9,976
Cash and cash equivalents at end of year 16,569 15,033
*Further details of the restatement can be found in the Notes in the Annual
Report.
The prior year investment purchases have been reduced by £5,009,000, and
investment sales £4,009,000 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 28 February 2026
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.
(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, then it is
recognised as income unless there is reasonable doubt as to its receipt.
Redemption Premiums
When a redemption premium is designed to protect the value of the instrument
holder's investment rather than reflect a commercial rate of revenue return,
the redemption premium should be recognised as capital. The treatment of
redemption premiums is analysed to consider if they are revenue or capital in
nature on a company by company basis. A revenue redemption premium of
£111,355 (2025: £nil) was received in the year ended 28 February 2026.
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; and
• 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
has been allocated 20% to revenue and 80% to the special distributable reserve
to reflect the Company's investment policy and prospective income and capital
growth; and
• share issue costs are charged to the share premium account.
(d) Taxation
Deferred taxation is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date, where transactions or
events that result in an obligation to pay more tax in the future or right to
pay less tax in the future have occurred at the balance sheet date. This is
subject to 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 International Private Equity
and Venture Capital Valuation Guidelines (IPEV) 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 the
AIM or a recognised stock exchange are valued at their closing bid market
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 explained in Note 1 (e) above. Contingent consideration is valued based on
the expected proceeds recoverable.
In the opinion of the Board and the Manager, there are no critical accounting
judgements.
Reserves
Share premium account
The share premium account represents the premium above nominal value received
by the Company on issuing shares net of issue costs, including £479,008 trail
commission (2025: £259,816). This reserve is non-distributable.
Following a special resolution, which was confirmed by an Order of the High
Court of Justice (Chancery Division) on 28 January 2026, the share premium
account reduced by £33,300,000 with the equivalent quantum moving to special
distributable reserve.
Capital redemption reserve
The nominal value of shares repurchased and cancelled is represented in the
capital redemption reserve. This reserve is non-distributable.
Following a special resolution, which was confirmed by an Order of the High
Court of Justice (Chancery Division) on 28 January 2026, the capital
redemption reserve was reduced by £2,176,646 with the equivalent quantum
moving to special distributable reserve.
Capital reserve - unrealised
Increases and decreases in the fair value of investments are recognised in the
Income Statement and are then transferred to the capital reserve unrealised
account. This reserve is generally non-distributable other than the part of
the reserve relating to gains/(losses) attributable to readily realisable
quoted investments which are distributable.
Capital reserve - realised
Gains or losses on investments realised in the year that have been recognised
in the Income Statement are transferred to the capital reserve realised
account on disposal. Furthermore, any prior unrealised gains or losses on such
investments are transferred from the capital reserve unrealised account to the
capital reserve realised account on disposal. This reserve is distributable.
Special distributable reserve
The total cost to the Company of the repurchase and cancellation of shares is
represented in the special distributable reserve account. The special
distributable reserve also represents capital dividends, capital investment
management fees and the tax effect of capital items. This reserve is
distributable.
Revenue reserve
The revenue reserve represents accumulated profits retained by the Company
that have not been distributed to Shareholders as a dividend. This reserve is
distributable.
Return per Ordinary Share
Year ended Year ended
28 February 2026 29 February 2025
The returns per share have been based on the following figures:
Weighted average number of Ordinary Shares 180,389,284 160,670,669
Revenue return £531,000 £608,000
Capital return £559,000 £2,961,000
Total return £1,090,000 £3,569,000
Net asset value per Ordinary Share
The net asset value per Ordinary Share as at 28 February 2026 has been
calculated using the number of Ordinary Shares in issue at that date of 2026:
188,387,456 (2025: 166,841,748).
Responsibility Statement of the Directors in respect of the Annual Report and
Financial Statements
The Directors believe 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 28
February 2026 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 and
emerging 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 Thursday 9 July 2026, commencing at
12.00 noon at the offices of Maven Capital Partners UK LLP, 6(th) Floor,
Saddlers House, 44 Gutter Lane, London, EC2V 6BR.
The Annual Report and Financial Statements for the year ended 28 February 2026
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 28
February 2025 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.
Copies of this announcement, and of the Annual Report and Financial Statements
for the year ended 28 February 2026, will be available, in due course, 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,
6th Floor, Saddlers House, 44 Gutter Lane, London, EC2V 6BR; and on the
Company's webpage mavencp.com/migvct
(https://www.mavencp.com/investment-opportunities/venture-capital-trusts/maven-income-and-growth-vct-1)
.
(https://www.mavencp.com/investment-opportunities/venture-capital-trusts/maven-income-and-growth-vct-1)
Neither the content of the Company's webpage nor the contents of any website
accessible from hyperlinks on the Company's webpage (or any other website) is
incorporated into, or forms part of, this announcement.
The Annual Report will shortly be submitted to the National Storage Mechanism
and will be available for inspection at:
www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
(https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism)
.
By Order of the Board
Maven Capital Partners UK LLP
Secretary
2 June 2026
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. END FR SSMFIEEMSEFM
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