Maven Renovar VCT - Annual Financial Report
20/05/2026 16:30
RNS Number : 1518F Maven Renovar VCT PLC 20 May 2026 Maven Renovar VCT PLC Final results for the year ended 31 January 2026 The Directors report the Company's financial results for the year ended 31 January 2026. Highlights · Appointment of Maven Capital Partners UK LLP (Maven) as Investment Manager · NAV total return at 31 January 2026 of 213.26p per Ordinary Share (2025: 213.73p) · NAV at 31 January 2026 of 60.92p per Ordinary Share (2025: 76.39p) · Special dividend of 10.00p per Ordinary Share paid on 30 May 2025 · Interim dividend of 2.50p per Ordinary Share paid on 14 November 2025 · Special dividend of 2.50p per Ordinary Share paid on 14 November 2025 · Special dividend of 3.50p per Ordinary Share, for the year ending 31 January 2027, paid on 8 May 2026 Strategic Report Chairman's Statement On behalf of your Board, I am pleased to present the 2026 Annual Report and to provide Shareholders with an update on the progress that has been achieved during a pivotal year for your Company. On 1 May 2025, Maven was appointed as the new Investment Manager. Your Board and Maven have quickly established an effective partnership and are working together to address the performance issues your Company has faced and implement a strategy that improves the number of investment opportunities available, with the aim of delivering a sustained increase in Shareholder value. Significant progress has been made and performance has stabilised, with NAV total return broadly unchanged over the year. Having completed a detailed review of the AIM portfolio, Maven's dedicated, London based AIM team has commenced the phased rationalisation of the portfolio realising £5.3 million through a combination of sales of underperforming holdings and profit taking in overweight positions to crystallise gains. In addition, consistent with the strategy outlined at the time of Maven's appointment, three new private companies with high growth potential have been added as part of a gradual process to diversify the portfolio. The Board's commitment to return capital to Shareholders has been strengthened by the increase in the annual dividend target yield from 5% to 6%, whilst the share buyback policy has also been improved to a targeted discount of 5%. Your Board is encouraged by the positive progress that has been achieved in a relatively short space of time and, notwithstanding the current geopolitical unrest, is optimistic that the correct actions are being taken to reposition your Company for future growth. Over the last 18 months, Shareholders have received detailed communications regarding the Company's Strategic Review, the proposed changes to the Investment Policy, and the related AGM and General Meeting resolutions. All the related documentation is available on the Company's webpage, which can be found at mavencp.com/renovarvct. During the period under review, the Board has been strengthened by the appointment of two new, highly experienced non-executive Directors, neither of whom were involved in the Strategic Review. The new Directors bring a fresh perspective and impartial viewpoint, which has proved to be extremely valuable. The Board is grateful for Shareholders' recent engagement with the Company. The feedback received has helped the Board to determine the best path forward, with a commitment to offering fair alternatives to those Shareholders who do not support the proposed changes, which the Board has determined are right for the Company as a whole. Following the January Shareholder survey, which indicated majority support for an "AIM Plus" strategy, the Board is proposing an amendment to the Investment Policy to enable the adoption of this approach. Before Shareholders vote on this proposal at the 2026 AGM, the Board has proposed a Tender Offer for up to 12% of the Company's share capital, which provides an opportunity for Shareholders who prefer to realise their investments to do so in the fairest way the Company can provide. The Tender Offer Circular was published on 27 April 2026 and was approved by Shareholders at the General Meeting held on 20 May 2026. Investment Policy A key conclusion from the Strategic Review was to recommend that your Company move to an "AIM Plus" investment strategy, by broadening the Investment Policy to permit a greater allocation to private companies, alongside continued investment in AIM. The Board remains firmly of the view that AIM continues to face structural challenges and that adopting an "AIM Plus" approach would materially enhance the investment opportunities available to your Company. Whilst this proposal did not receive the requisite majority of votes when proposed at the 2025 AGM held in June, which the Board believes was impacted by a low level of turnout, common with voting at AGMs, the Shareholder survey found that a majority of Shareholders who responded were minded to support this proposal going forward. The Board is grateful for the strong support provided at the 2025 General Meetings held in August, and is encouraged by the survey results. The 2026 Notice of AGM will include a resolution to approve the proposed changes to the Investment Policy. The details of the proposed amendments will be unchanged from those put forward at the 2025 AGM. The Directors firmly believe that extending the investment objectives and policy to enable a greater degree of investment in unquoted UK companies with strong growth potential, alongside continued investment in companies quoted on AIM or AQSE, will help to improve your Company's performance. Changing the Investment Policy will allow your Company to move forward with the strategy that has attracted the broadest level of Shareholder support and can be delivered effectively by Maven, enabling the Board to focus on generating long term growth in Shareholder value. Maven's appointment was not contingent on changes to the Investment Policy. The new Investment Manager has a dedicated AIM and Listed Markets team with significant experience of sourcing, executing and managing AIM quoted investments. While market conditions on AIM remain challenging, Maven's team will continue to review new investment opportunities where appropriate, while placing particular emphasis on actively managing the existing AIM portfolio to protect and enhance Shareholder value. The existing Investment Policy does permit investment in private companies that are likely to seek a quotation on AIM or AQSE and, on this basis, during the year three new unlisted investments were completed, sourced through Maven's nationwide team of investment executives. The Board is confident that Maven has the resource and expertise to support the management of your Company's portfolio, whether under the existing Investment Policy or under an "AIM Plus" strategy. However, in order for Shareholders to realise the full benefit of Maven's appointment, including full access to Maven's broader VCT investment pipeline, I would encourage Shareholders to vote in favour of the resolution to change the Company's Investment Policy to be proposed at the 2026 AGM. Tender Offer The Board recognises that some Shareholders may prefer not to remain invested in the Company following the change of Investment Manager and ahead of the proposed changes to the Investment Policy may, therefore, wish to realise some or all of their shareholding. In line with the commitment made in the Circular for the 2025 General Meetings, the Board undertook further consultation with Shareholders, including direct engagement and a survey of a large, representative proportion of the register. Based on the feedback received, the Board concluded that there was sufficient support and demand to justify a Tender Offer. The Tender Offer Circular published on 27 April 2026 set out a proposal for a Tender Offer of up to 16,847,339 Shares, representing 12% of the Company's shares in issue, at a 3.5% discount to the NAV per share as at the Calculation Date, as defined in the Circular. As explained in the Circular, this discount was set with reference to the expected costs of the Tender Offer, at a level designed to ensure that tendering Shareholders are paying only the costs of the Tender Offer and, if it is taken up in full, the economic impact on remaining Shareholders will be minimal. The Board believes this approach provides the fairest and most balanced exit mechanism available, offering liquidity to those who wish to realise their shareholding, while safeguarding the interests of those who remain. The Tender Offer was approved by Shareholders at the General Meeting held on 20 May 2026 and will close on 21 May 2026, with the results and tender price to be announced shortly thereafter. Increased Dividend Policy Recognising the importance of tax free distributions to Shareholders, and following approval by Shareholders at the 2025 AGM, the Board has improved the dividend policy by increasing the target annual yield from 5% to 6% of the Company's NAV per Ordinary Share at its immediately preceding financial year end, subject to distributable reserves, cash resources and other relevant factors such as realisations and VCT qualifying levels, and with the authority to increase or decrease this level at the Directors' discretion. This improvement brings your Company's dividend policy in line with the other Maven managed VCTs. Dividends will continue to be paid in cash while the Dividend Reinvestment Scheme remains suspended. Dividends Given your Company's high level of distributable cash, ongoing realisations within the AIM portfolio and with the quality of new AIM investment opportunities remaining sub-optimal, the Directors were pleased to announce in the 2025 Annual Report a special dividend of 10.00p per Ordinary Share, which was paid on 30 May 2025. An interim dividend of 2.50p per Ordinary Share and a further special dividend of 2.50p per Ordinary Share were subsequently paid on 14 November 2025. This brought the annual dividend, for the year to 31 January 2026, to 15.00p per Ordinary Share, representing a yield of 19.64% based on the NAV at the preceding year end. It should be noted that the payment of a dividend reduces the NAV of the Company by the total amount of the distribution. In line with the increased dividend policy, and the commitment to make regular Shareholder distributions following ongoing realisation activity from the AIM portfolio, the Board was pleased to announce a special dividend of 3.50p per Ordinary Share, in respect of the year ending 31 January 2027, which was paid on 8 May 2026. Together with the Tender Offer, which will return up to approximately £9 million to Shareholders, this again demonstrates the Company's renewed focus on generating and returning capital to Shareholders. The Board would like to remind Shareholders that the Company has moved to paying all cash dividends by bank transfer, rather than by cheque. Shareholders are encouraged to complete a bank mandate form by contacting the Company's Registrar (The City Partnership) on 01484 240910 or by emailing registrars@city.uk.com. The Board is also aware that there are a number of unclaimed dividends. Please ensure that the Registrar has the correct contact and bank account details to allow for the timely payment of dividends. Please check that you have received your dividends and contact the Registrar if you have not. Whilst we will make every effort to ensure that dividends are received correctly by Shareholders, unpaid dividends are only kept by the Registrar for a period of 12 years after the payment date. Share Buyback Policy The Directors acknowledge the need to maintain an orderly market in the Company's shares and have delegated authority to the Investment Manager to enable the Company to buy back its own shares in the secondary market for cancellation, subject always to such transactions being in the best interests of Shareholders. As announced in the 2025 Interim Report, the Board has revised its policy 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, taking into consideration market conditions, available liquidity (both for making new and follow-on investments and the continued payment of dividends to Shareholders) and the maintenance of the Company's VCT qualifying status. Narrowing the targeted discount from 7% to 5% brings the Company in line with the other Maven managed VCTs. The Board is pleased to confirm that the Company has continued to buy back shares on a regular basis and, subject to the factors outlined above, will continue to support this approach. During the year under review, 4,447,152 Ordinary Shares were bought back at a total cost of £2.8 million. Shareholders should note that neither the Company nor the Manager can execute a transaction in the Company's shares. Any instruction by a Shareholder to buy or sell shares on the secondary market must be directed through a stockbroker of their choice. Treasury Management Policy In order to benefit from Maven's established approach to treasury management, the strategy with respect to permitted, non-qualifying holdings was amended to align with the other Maven managed VCTs. The objective of this strategy is to optimise returns generated from liquidity held prior to investment in VCT qualifying companies, whilst also meeting the requirements of the Nature of Income condition, a mandatory part of VCT legislation, which states that not less than 70% of a VCT's income must be derived from shares or securities. Maven seeks to always maintain a healthy cash balance, while meeting the Nature of Income condition, with cash now held on deposit across several banks to reduce counterparty risk. Further liquidity is invested in a diversified portfolio of treasury management investments with strong fundamentals and attractive income characteristics, comprising money market funds (MMFs), open-ended investment companies (OEICs), and London Stock Exchange listed investment trusts. The Company's holding in WS Amati UK Listed Smaller Companies Fund was fully exited in the period. Fund Raising As announced in the 2025 Interim Report, given the ongoing challenges within the AIM market, and the decision by a small majority of Shareholders to vote against a change to the Company's Investment Policy at the 2025 AGM, the Board decided that your Company would not raise funds in respect of the 2025/2026 tax year. VCT Regulatory Developments During the year, your Company has remained fully compliant with the complex conditions and requirements of the VCT scheme. Shareholders may be aware that the Autumn Budget Statement 2025 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 had 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 companies 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 have doubled. The annual amount that VCTs 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 asset test has also been amended, 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 and create highly skilled employment opportunities in the regions. 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 tax relief is disappointing, and, through the VCTA, the Manager will continue to provide evidence to reinforce the importance of VCT investment as part of the wider funding ecosystem, highlighting specific cases where Maven has supported high growth businesses across the regions as they scale. Valuation Methodology In accordance with normal market practice, investments quoted on AIM, AQSE, or the Main Market of the London Stock Exchange are valued at their closing bid price at the period end. 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. Further information can be found in the Business Report 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 Manager recognise the importance of considering ESG matters as an integral part of the investment process. In respect of the unlisted portfolio, 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 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 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 can be found in the Annual Report. Company Secretary On 1 February 2026, Maven Capital Partners UK LLP was appointed as Company Secretary following the resignation of Law Debenture, who had been Company Secretary for a number of years. Maven's ability to provide onsite Company Secretarial services as part of its broader VCT support team, which includes fund accounting, compliance and client reporting, was a consideration when appointing Maven as Investment Manager as the ability to have streamlined support and service was viewed favourably by the Board. At this time, on behalf of the Board, I would like to extend sincere thanks to the team at Law Debenture for all their hard work and commitment, especially over the past couple of years during the Strategic Review and the 2025 General Meetings. The team has consistently provided us with an exemplary service, and the Board is very grateful for all their support and guidance. The Board wishes the Law Debenture team all the very best for the future. Shareholder Communications If you would like to receive shareholder communications from Maven relating to your Company, including the quarterly factsheet, the biannual Maven VCT newsletter, Creating Value, details of new VCT investments, realisations and portfolio updates, and information on future VCT offers, please register your email address with the Registrar, The City Partnership, at registrars@city.uk.com, requesting to be included in future marketing communications. General Meetings As Shareholders will be aware, your Company held two General Meetings on 13 August 2025. The resolutions to re-elect your Independent Board were passed by a majority of those voting and the requisitioned resolutions were decisively defeated. As previously noted, all relevant documentation published in connection with those meetings is available on the Company's webpage. Owing to the legal obligations imposed by the Requisition and the efforts the Board made to ensure that as many Shareholders as possible were able to have their say, costs have been incurred by the Company, which have, unfortunately, been borne by Shareholders through the Company's NAV. These are in addition to the costs already borne by the Company in conducting the full Strategic Review. Annual General Meeting (AGM) The Company's AGM will be held on Wednesday, 24 June 2026 at 12.00 noon, at Butchers' Hall, 87 Bartholomew Close, London EC1A 7EB and all Shareholders are invited to attend. The details of the business to be put to the AGM, as well as information on how to vote, will be included in the Notice of AGM, which will be available on the Company's webpage at mavencp.com/renovarvct. The Board is of the opinion that the passing of all resolutions being put to the AGM would be in the best interests of the Company and its Shareholders. The Directors recommend that Shareholders vote in favour of all resolutions, as set out in the Notice of AGM, as they intend to do in respect of their own shareholdings. The Future On behalf of the Board, I would like to thank the many Shareholders who have engaged constructively with the Company in recent months. The Board remains committed to restoring your Company to a position of sustainable growth and improved long-term performance. Achieving this has required meaningful changes to both management and strategy, and we are grateful for the support and patience Shareholders have shown as these steps have been carefully developed and implemented. With the outcomes of last year's General Meetings now settled, the Company is well positioned to focus on stabilising returns and laying the foundations for consistent future growth in Shareholder value. Maven's appointment, together with enhancements to the dividend and share buyback policies, the treasury management strategy, and the first new investments sourced from Maven's pipeline, demonstrate clear progress in this turnaround. Looking ahead, the final element of the Strategic Review is the proposed adoption of an "AIM Plus" investment strategy. This change is important as it will unlock the full benefit of Maven's appointment and enable your Company to access a broader and higher quality range of opportunities through their generalist VCT investment pipeline. I strongly encourage Shareholders to vote in favour of the resolution to be proposed at the AGM to change the Company's investment policy. Your support is essential in allowing your Company to move forward with a strategy that commands broad backing, is deliverable in practice, and positions the Company to focus on long-term value creation again. I remain keen to hear from Shareholders and can be contacted at MavenRenovarVCTChair@mavencp.com. Fiona Wollocombe Chairman 20 May 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 Objectives and Investment Policy The investment objectives of the Company are to generate tax free capital gains and regular dividend income for its Shareholders while complying with the requirements of the rules and regulations applicable to VCTs. The Company's investment policy is to hold a diversified portfolio across a broad range of sectors to mitigate risk. It makes Qualifying Investments (as defined in the Income Tax Act 2007 (as amended)) primarily in companies traded on AIM or on the Aquis Stock Exchange (AQSE) and non-qualifying Investments as allowed by the VCT legislation. The Company manages its portfolio to comply with the requirements of the rules and regulations applicable to VCTs. Investment Parameters Whilst the investment policy is to make Qualifying Investments primarily in companies traded on AIM or on AQSE, the Company may also make Qualifying Investments in companies likely to seek a quotation on AIM or AQSE. With regard to the non-qualifying portfolio the Company makes investments which are permitted under the VCT legislation, including shares or units in an Alternative Investment Fund (AIF) or an Undertaking for Collective Investment in Transferable Securities (UCITS) fund, and shares in other companies which are listed on a regulated market such as the Main Market of the London Stock Exchange. Any investments by the Company in shares or securities of another company must not represent more than 15% of the Company's net asset value at the time of purchase. Borrowing The Company has the flexibility to borrow money up to an amount equal to its adjusted capital and reserves but the Board's policy is not to enter into borrowings. 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 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 31 January 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 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 companies quoted on AIM. The company also invests in small and medium sized unquoted UK companies, which carry a higher level of risk and lower liquidity relative to investments in large quoted companies. | · The Company appoints an FCA authorised investment manager with the appropriate skills, experience and resources required to achieve the Investment Objective. · The Board ensures that a robust and structured selection, monitoring and realisation process is applied by the Manager to all investments and regularly reviews the investment portfolio with the Manager. · The Company's investment portfolio is diversified across a large number of investee companies and a range of economic sectors, and is actively and closely monitored. |
| Operational risk | · Failure of a significant outsourcer to perform duties and responsibilities in accordance with service level agreements. | · All outsourcers are selected following the completion of appropriate due diligence, with the Manager carrying out an annual review of key outsourcers. · The Manager and Custodian are FCA authorised and subject to FCA Rules requiring the maintenance of adequate financial resources, including enabling an orderly wind-down. · The Board receives and reviews internal control and assurance reports provided by the Manager in respect of key third party service providers, enabling the Board to oversee and assess the ongoing effectiveness of outsourced arrangements. |
| VCT Qualifying Status risk | · Failure to meet VCT qualifying status could result in Shareholders losing the income tax relief obtained on initial investment and loss of tax relief on any tax free income or capital gains received. Failure to meet the qualifying requirement could result in a loss of listing of the Company's shares. | · The Board works closely with the appointed VCT Adviser and the Manager to ensure compliance with all applicable and upcoming legislation, such that VCT qualifying status is maintained. · Further information on the management of this risk is detailed under other headings in this Business Report. |
| IT and Cyber Security risk | · Heightened cyber security risk and potential IT failure which could cause a third party to fail to perform its duties and responsibilities or experience financial difficulties such that it is unable to carry on trading and cannot provide services to the Company. | · The Manager, on behalf of the Board, closely monitors the systems and controls in place to prevent or mitigate against a systems or data security failure. · The Board reviews control and compliance reports from the Manager, which include oversight of third party cyber security arrangements, to ensure these adequately address systems and data security risks. · The ability of third parties to operate effective business continuity plan (BCP) arrangements has been validated. |
| Legislative and Regulatory risk | · Breaches of regulations including, but not limited to, the Companies Act 2006, the FCA Listing Rules, the FCA Disclosure Guidance and Transparency Rules, the General Data Protection Regulation (GDPR), or the Alternative Investment Fund Managers Directive (AIFMD) by the Company could lead to a number of detrimental outcomes and reputational damage. | · The Board maintains a good understanding of the changing regulatory landscape and considers emerging issues so that appropriate changes can be developed and implemented in good time. · The Manager is responsible for monitoring compliance with applicable legislation and regulatory requirements. Where changes to legislation or regulation are proposed that may affect the Company, the Manager ensures that the Board is informed and that appropriate measures are taken to maintain ongoing compliance. · The Board and the Manager continue to make representations where appropriate, either directly or through relevant industry bodies such as the AIC, UK Private Capital (formerly known as the British Private Equity and Venture Capital Association (BVCA)) and the VCTA in relation to any changes in legislation. |
| Emerging Risk | Root cause | Control measures |
| GlobalConflictand PoliticalInstability | · Escalating global conflict and political instability resulting in the potential for escalating prices, disruption to supply chains and general market uncertainty. | · The Board regularly reviews the investment portfolio with the Manager to identify challenges for portfolio companies resulting from conflict and political instability. · The Board and the Manager are monitoring this risk closely and, whilst this risk cannot be obviated entirely, the Company's investment portfolio is diversified across a large number of companies and a range of economic sectors and the Manager actively and closely monitors the progress of portfolio companies. |
| Geopoliticalriskanduncertainty | · Broader global macro-economic risks have escalated following the change of government in the US, in particular the introduction of trade tariffs. | · The Manager has assessed the current and potential future impact of trade tariffs on portfolio companies. |
| ArtificialIntelligence(AI) | · Increase in the use of AI by the Manager or portfolio companies without proper consideration of the risks involved, with no mitigating controls being established. | · The Manager has embarked on a series of risk assessments, governance and oversight arrangements with respect to AI risk, whilst also acknowledging the potential benefits of AI. |
| Reputational risk | · There may still be investors who are not aligned with the Board's view for the future strategy for the Company. This could result in further disruption, including voting against any future proposal to move to an AIM Plus strategy. This may restrict the Manager's ability to turnaround fund performance in the long term. | · The Board is aware that there are Shareholders who may not wish to remain invested in the Company following the defeat of the requisitioned resolutions in August 2025. The Directors have sought open dialogue with Shareholders and have also undertaken a survey to gather feedback with regards to a tender offer as well as the proposed adoption of an AIM Plus strategy. Further information on the Tender Offer and the proposal to seek Shareholder approval to change the Investment Policy can be found in the Chairman's Statementin the Annual Report; in the Tender Offer Circular published on 27 April 2026 and in the Notice of AGM. · The Chairman and the Board will continue to actively engage with Shareholders and will consider their views, and at all times act in the best interests of Shareholders as a whole. |
| Stakeholder group | Why Board engagement matters | Board engagement outcomes |
| Shareholders | Board engagement with Shareholders is vital to the success of the Company and the achievement of its strategic objectives. Aligning interests in respect of key matters such as investment policy and objectives, income generation, fundraising, and ensuring fee transparency are essential in promoting the Company to Shareholders and also in facilitating trust and confidence in the Company and its performance in the long term. | The main avenues for Board engagement with the Company's Shareholders are the AGM and the Company's regular reporting, disclosures and handling of enquiries. The Board has taken proactive steps following the conclusion of the Company's Strategic Review in December 2024 and the result of the 2025 AGM, focussing its engagement efforts on increased dialogue with its Shareholder base. Details of the General Meetings held in 2025 and Shareholder communications are available on the Company's webpage at: mavencp.com/renovarvct. Following the 2025 AGM and General Meetings, a dedicated Shareholder consultation, broader outreach exercise and subsequent Shareholder survey were undertaken. Direct engagement with the Company's Chairman was also encouraged via MavenRenovarVCTChair@mavencp.com to support a clearer understanding of Shareholder sentiment. Furthermore, the Board reviewed its composition, appointing an additional Non-executive Director, with particular experience of shareholder engagement, Robert Legget on 19 June 2025. Further details on Robert's background and experience can be found in the Your Board section of the Annual Report and further details on the most recent Shareholder survey is provided within the Chairman's Statementin the Annual Report. The Manager and Company Secretary continue to act as alternative points of contact for Shareholders and where appropriate for the Board, in relation to any queries and to facilitate further dialogue between the Board and Shareholders. The Board oversees its engagement activity through Shareholder engagement logs and summaries, which are included within Board papers for review as appropriate. At the 2025 AGM, the Board proposed an increased dividend policy, which was subsequently approved by Shareholders, and which increased the target annual yield from 5% to 6% of the Company's NAV at its immediately preceding financial year end. The Board also actively reviews the effectiveness of the Company's share buyback policy and, acknowledging the need to maintain an orderly market in the Company's shares, took the decision to adopt a revised policy in the period, narrowing the targeted discount from 7% to 5%. Details in respect of both of these policies can be found in the Chairman's Statement and in the Directors' Reportin the Annual Report. The Board recognises the importance to Shareholders of tax free dividends to Shareholders and takes this into consideration when making decisions to pay interim, special and propose final dividends for each year. One interim dividend and two special dividends were paid in the year to 31 January 2026 and a special dividend in respect of the year ending 31 January 2027 was paid on 8 May 2026. Following the Shareholder survey, the Directors proposed a tender offer for up to 12% of the Company's share capital and will propose changing the Company's investment policy at the 2026 AGM. These measures were supported by the majority of responses to the Shareholder survey. |
| Manager (and its employees) | The day-to-day management and administration of the Company are outsourced to the Manager and thus Board engagement and oversight is crucial in ensuring effective execution of the Company's investment policy, as well as ensuring compliance with relevant legislation and regulation and to promote governance best practice. | One of the key elements of the Company's Strategic Review was an assessment of the Company's investment management arrangements. As announced during the year, Maven was appointed as the Company's new Investment Manager on 1 May 2025, which also aligned to the review and implementation of the Company's investment policy and objectives. Following Maven's appointment, a 'Meet the Manager' event was held on 12 June 2025, providing Shareholders with an opportunity to meet some of the Maven team and hear about its plan for the Company. The Board maintains a constructive, open and transparent relationship with the Manager through regular dialogue, reporting and oversight. To further ensure appropriate accountability, the Board oversees ongoing execution of the Investment Management and Administration Deed, which sets out the terms of the Manager's relationship with the Company, including fee structure and the agreed delegation of authority and responsibility. The Company publishes a quarterly factsheet which is available on the Company's webpage at: mavencp.com/renovarvct. In addition to providing regular reporting to the Board, the Manager also publishes a bi-annual newsletter, Creating Value, which is available on the Manager's website, mavencp.com. |
| Portfolio companies | The successful execution of the Company's investment policy and its ability to generate positive returns for Shareholders is directly linked to the performance of its underlying portfolio companies and approach to managing investment risk. Board oversight, through the reporting of the Manager, is key to ensuring a comprehensive understanding of individual portfolio company purpose and strategy, good governance and ongoing alignment of interests. | A review of the Company's investment policy and objectives formed a key part of its Strategic Review and continues to feature heavily in the Company's dialogue with its Shareholder base, as reported elsewhere in the Annual Report. Alongside its consideration of the Manager's Report, risk register and portfolio analysis at its quarterly meetings, the Board also seeks to challenge the Manager's insights on portfolio performance. |
| Other service providers | In order for the Company to meet its obligations as a VCT listed on the Main Market of the London Stock Exchange, it is supported by several other third parties as well as the Manager. Each third party service provider brings the necessary level of expertise to ensure the Company remains compliant and operates responsibly. | The Board endorses access to an extensive, and broad base of resource and expertise to assist the Company in fulfilling all relevant obligations and to ensure the effective management and administration of the Company. The Board oversees and monitors the Company's relationship with third party service providers, either directly or indirectly through the Manager, to ensure third party engagements continue to be fit for purpose and also oversees operational risk as a primary risk within the Company's broader risk management framework. |
| Regulatory and industry bodies. | Given the nature of the Company, it is subject to relevant rules, regulation, policy and guidance. In order to ensure VCT scheme compliance and best practice and to advocate in the Company's interests, engagement with regulatory and industry bodies is important to retain awareness of existing and future requirements and trends. | The Board has identified VCT qualifying status risk and legislative and regulatory risk as principal risks and details of how the Company manages and mitigates these risks can be seen in the Business Reportin the Annual Report. The Board keeps informed and monitors VCT scheme compliance, relevant statutory and regulatory change and market impact through the reporting of the Manager and its support functions and external advisers. The Board endorses the Company's commitment to the AIC Corporate Governance Code in terms of promoting good governance, and supports the Manager's membership of the AIC and of the VCTA in terms of proactive industry engagement. |
| Environment and wider society | The Board is committed to ensuring that the Company's business and, to the extent possible, that of the Company's portfolio companies is conducted in a socially responsible manner. | The Manager has implemented an ESG and Responsible Investment Policy, part of which facilitates due diligence and ongoing monitoring of portfolio companies from an ESG perspective. The Board reviews and challenges the Manager's ESG assessment of portfolio companies to facilitate its oversight of the environmental and social impact of its activities. Further details on the Manager's approach to ESG can be found in the Investment Manager's Review in the Annual Report. |
| Year ended 31 January 2026 | Year ended 31 January 2025 Restated* | |||||
| Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | |
| Gain/(loss) on investments | - | 824 | 824 | - | (3,051) | (3,051) |
| Income from investments | 1,060 | - | 1,060 | 1,803 | - | 1,803 |
| Other income | 586 | - | 586 | 1,107 | - | 1,107 |
| Investment management fees | (393) | (1,180) | (1,573) | (524) | (1,570) | (2,094) |
| Other expenses** | (1,778) | - | (1,778) | (693) | (14) | (707) |
| Net return on ordinary activities before taxation | (525) | (356) | (881) | 1,693 | (4,635) | (2,942) |
| Tax on ordinary activities | - | - | - | - | - | - |
| Return attributable to Equity Shareholders | (525) | (356) | (881) | 1,693 | (4,635) | (2,942) |
| Earnings and Diluted earnings per share (pence) | (0.36) | (0.25) | (0.61) | 1.14 | (3.12) | (1.98) |
| Non Distributable Reserves | Distributable Reserves | ||||||||
| Year ended 31 January 2026 | Share capital £'000 | Share premium account £'000 | Merger Reserve £'000 | Capital redemption reserve £'000 | Capital reserve unrealised £'000 | Capital reserve realised £'000 | Special distributable reserve £'000 | Revenue reserve £'000 | Total £'000 |
| At31 January2025 | 7,300 | 3,137 | 425 | 1,303 | (21,251) | (14,158) | 134,779 | 3 | 111,538 |
| Net return | - | - | - | - | 9,689 | (8,865) | (1,180) | (525) | (881) |
| Transfer between non-distributable and distributable reserves* | - | - | (320) | - | - | 320 | - | - | - |
| Dividends paid | - | - | - | - | - | - | (21,599) | - | (21,599) |
| Repurchase and cancellation of shares | (222) | - | - | 222 | - | - | (2,813) | - | (2,813) |
| At31 January2026 | 7,078 | 3,137 | 105 | 1,525 | (11,562) | (22,703) | 109,187 | (522) | 86,245 |
| Non Distributable Reserves | Distributable Reserves | ||||||||
| Year ended 31 January 2025 | Share capital £'000 | Share premium account £'000 | Merger Reserve £'000 | Capital redemption reserve £'000 | Capital reserve unrealised £'000 | Capital reserve realised £'000 | Special distributable reserve £'000 | Revenue reserve £'000 | Total £'000 |
| At31 January2024 | 7,553 | 3,137 | 425 | 1,050 | (24,643) | (6,131) | 161,685 | 2 | 143,078 |
| Net return* | - | - | - | - | 3,392 | (8,027) | - | 1,693 | (2,942) |
| Dividends paid | - | - | - | - | - | - | (22,791) | (1,692) | (24,483) |
| Repurchase and cancellation of shares | (253) | - | - | 253 | - | - | (4,115) | - | (4,115) |
| At31 January2025 | 7,300 | 3,137 | 425 | 1,303 | (21,251) | (14,158) | 134,779 | 3 | 111,538 |
| 31 January 2026£'000 | 31 January 2025 Restated* £'000 | ||
| Fixed assets | |||
| Investments at fair value through profit or loss | 64,344 | 94,236 | |
| Current assets | |||
| Debtors | 263 | 228 | |
| Money market funds | 13,707 | 8,796 | |
| Cash at banks | 8,132 | 8,963 | |
| 22,102 | 17,987 | ||
| Creditors | |||
| Amounts falling due within one year | (201) | (685) | |
| Net current assets | 21,901 | 17,302 | |
| Net assets | 86,245 | 111,538 | |
| Capital and reserves | |||
| Called up share capital | 7,078 | 7,300 | |
| Share premium account | 3,137 | 3,137 | |
| Merger reserve | 105 | 425 | |
| Capital redemption reserve | 1,525 | 1,303 | |
| Capital reserve - unrealised | (11,562) | (21,251) | |
| Capital reserve - realised | (22,703) | (14,158) | |
| Special distributable reserve | 109,187 | 134,779 | |
| Revenue reserve | (522) | 3 | |
| Net assets attributable to Ordinary Shareholders | 86,245 | 111,538 | |
| Net asset value per Ordinary Share (pence) | 60.92 | 76.39 | |
| Year ended 31 January 2026 £'000 | Year ended 31 January 2025 Restated* £'000 | |||
| Cash flows from operating activities | ||||
| Investment income | 589 | 987 | ||
| Other income | 610 | 1,131 | ||
| Investment management fees | (897) | (2,233) | ||
| Management termination fees | (1,142) | - | ||
| Other expenses | (1,768) | (627) | ||
| Net cash flows from operating activities | (2,608) | (742) | ||
| Cash flows from investing activities | ||||
| Purchase of investments | (5,488) | (10,013) | ||
| Sale of investments | 36,588 | 26,208 | ||
| Purchase of money market funds | (46,943) | (23,297) | ||
| Sale of money market funds | 42,032 | 30,632 | ||
| Net cash flows from investing activities | 26,189 | 23,530 | ||
| Cash flows from financing activities | ||||
| Equity dividends paid | (21,599) | (24,483) | ||
| Repurchase of Ordinary Shares | (2,813) | (4,345) | ||
| Net cash flows from financing activities | (24,412) | (28,828) | ||
| Decrease in cash | (831) | (6,040) | ||
| Cash at bank at beginning of year | 8,963 | 15,003 | ||
| Cash at bank at end of year | 8,132 | 8,963 | ||
| Year ended 31 January 2026 | Year ended 31 January 2025 | |
| The returns per share have been based on the following figures: Weighted average number of Ordinary Shares Revenue return Capital return | 143,804,998 (£525,000) (£356,000) | 148,415,333 £1,693,000 (£4,635,000) |
| Total return | (£881,000) | (£2,942,000) |