MIG1 Maven Income & Growth Vct Plc

Maven Income and Growth VCT PLC

Final results for the year ended 29 February 2024

The Directors report the Company's financial results for the year ended 29 February 2024.

Highlights

•    NAV total return at the year end of 145.86p per share (2023: 147.27p)

•    NAV at the year end of 39.45p per share (2023: 43.01p)

•    Final dividend of 1.15p per share proposed for payment on 19 July 2024

•    £5.9 million deployed in new and follow-on VCT qualifying investments

•    Offer for Subscription closed on 26 April 2024, raising £6.8 million for the 2023/24 and 2024/25 tax years

Strategic Report 

Chairman's Statement

On behalf of your Board, I am pleased to present the results for the year to 29 February 2024. Against a backdrop of economic uncertainty and geopolitical tension, it is encouraging to report on the resilient performance that has been achieved. Although NAV total return has reduced modestly, this largely reflects the general rebasing of valuation multiples across private and public markets during the financial year, with AIM notably impacted. Your Company has, nevertheless, made further strategic progress and maintained its focus on delivering long term growth. In addition to the recent completion of a fundraising, this has been a good year for new investment with eight private companies added to the portfolio. These businesses operate across a range of dynamic and emerging markets, providing further breadth and sector diversity to your Company's investment portfolio. The Directors understand the importance of making regular Shareholder distributions and are proposing a final dividend of 1.15p per share for payment in July 2024. This brings the annual yield to 5%, which is in line with the stated dividend target.

During the first half of the year, domestic growth prospects were overshadowed by persistently high inflation and rising interest rates, which impacted both business and consumer confidence. Over recent months, inflation has continued to decline steadily and interest rates are predicted to reduce later in 2024, which should help to stimulate economic growth in the year ahead. For several years, your Company has been following a strategy focused on constructing a large, diverse portfolio of ambitious companies that have the potential to achieve scale as they progressively reach maturity. It is worthwhile noting that, since 2020, your Company has added over 40 new dynamic and entrepreneurial private companies to the portfolio, providing access to growth sectors such as cyber security, data analytics, software and training. During the year, many of these businesses have continued to deliver revenue growth and achieve commercial objectives, and your Board is aware that the portfolio contains a number of high performing companies that have the capability of achieving superior returns at exit. In recognition of the progress achieved, the valuations of certain holdings have been uplifted, although the impact of this movement has been curtailed by the market wide reduction in valuation multiples, particularly within the technology sector. The rebasing of valuation multiples across the industry has also led to a modest adjustment in the valuations of certain larger holdings within the private company portfolio. This approach is consistent with industry best practice and the requirement to ensure that private company valuations are a fair reflection of external market conditions, as well as company specific progress. Consistent with a large portfolio, there are also a small number of companies that have encountered challenges, primarily in response to conditions in the wider economy, and, in these cases, valuations have been reduced accordingly.

This has been a volatile period for listed markets and, as previously noted, AIM has been particularly affected. In response to the macroeconomic uncertainty, investors have exercised caution towards smaller listed growth companies, which has resulted in reduced levels of liquidity and share price weakness, often irrespective of company specific news flow or developments. In addition, activity levels across AIM have remained subdued, as those companies with cash reserves have opted to delay fund raising activity until market conditions stabilise and valuations improve. Although your Company's exposure to AIM is small, in part as a result of recent performance, your Board continues to believe that a portfolio of private equity and selected AIM quoted holdings is the optimal strategy for delivering consistent returns over the longer term. However, it is likely that there will be limited new AIM investment until there is clear evidence of a recovery in this market.

During the year, your Company achieved a healthy rate of investment, deploying £5.9 million through the addition of eight new private companies to the portfolio, and with follow-on funding provided to support the growth and development of 11 existing private portfolio companies, alongside three small AIM transactions. This highlights the benefits of Maven's regional model, which enables its investment teams to develop strong relationships within their local corporate finance communities, ensuring access to a wide pool of emerging companies. The ability to provide follow-on funding continues to be a central component of the investment strategy, as it allows your Company to progressively support growth or to fund specific strategic initiatives that should help these businesses to achieve scale and ensure that long term value can be maximised.

Your Board remains committed to future growth and is pleased to confirm that the Offer for Subscription, which was launched in October 2023, closed on 26 April 2024 having raised a total of £6.8 million. With respect to future fund raisings, the Board and the Manager welcomed the announcement by the UK Government in November 2023 that tax relief for VCT and EIS schemes will continue until 2035. The news that the "sunset clause" will be extended provides greater clarity for VCT shareholders and, importantly, reassures entrepreneurial smaller UK companies that access to VCT growth capital will continue to be available.

The Investment Manager's Review in the Annual Report provides an update on the key developments across the portfolio, including a summary of the new investments that have been completed. 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. The Glossary in the Annual Report contains definitions of key terms.

Treasury Management

During the year, significant focus has been placed on refining your Company's treasury management strategy, where the objective remains to optimise the income generated from cash held prior to investment in VCT qualifying companies, whilst also 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. In order to meet this condition, the Board had previously approved the construction of a diversified portfolio of permitted, non-qualifying holdings in carefully selected investment trusts with strong fundamentals and attractive income characteristics, with the remaining cash held on deposit across four Tier 1 UK banks. Given the rise in interest rates during the year, the Board and the Manager have revised this approach and adjusted the composition of this portfolio, whilst ensuring that your Company maintains appropriate levels of cash for new investment at all times. In this regard, the Board has approved a revised strategy, focused on constructing a portfolio of leading money market funds, open-ended investment companies and investment trusts that will allow your Company to maximise the income receivable on monies held prior to deployment in VCT qualifying investments, whilst also ensuring compliance with the Nature of Income condition. The investments within this portfolio have been selected following a whole of market review by the Manager, and have been reviewed by the Company's VCT adviser, and further details can be found in the Investments table in the Annual Report. This strategy provides your Company with a healthy new stream of income, with a blended annualised yield of 3.6% currently being achieved from the portfolio of treasury management holdings and cash. Shareholders should, however, note that this portfolio will vary in size depending on the rate of new VCT qualifying investment, investee company realisations and overall liquidity levels.

Dividend Policy

Decisions on distributions take into consideration a number of factors, including the realisation of capital gains, the adequacy of distributable reserves, the availability of surplus revenue and the VCT qualifying level, all of which are kept under close and regular review. The Board and the Manager recognise the importance of tax free distributions to Shareholders and, subject to the considerations outlined above, will seek, as a guide, to pay an annual dividend that represents 5% of the NAV per share at the immediately preceding year end.

Your Board would like to remind Shareholders that, as the portfolio continues to expand and the proportion of holdings in companies with high growth potential increases, the timing of distributions will be more closely linked to realisation activity, whilst also reflecting the Company's requirement to maintain its VCT qualifying level.

Proposed Final Dividend

In keeping with the wider market, 2023 was a quiet year for realisations. The Directors are, however, pleased to propose that a final dividend of 1.15p per Ordinary Share, in respect of the year ended 29 February 2024, will be paid on 19 July 2024 to Shareholders who are on the register at 21 June 2024. This will bring the annual dividend to 2.15p per Ordinary Share, representing a yield of 5% based on the NAV at the immediately preceding year end. Since the Company's launch, and after receipt of the proposed final dividend, a total of 107.56p per Ordinary Share will have been paid in tax free distributions.

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 under the standing authority requested from Shareholders at Annual General Meetings. Ordinary Shares issued under the DIS should qualify for initial VCT tax relief applicable for the tax year in which they are allotted, subject to an individual Shareholder's particular circumstances.

Shareholders can elect to participate in the DIS, in respect of future dividends, by completing the DIS mandate form.   In order for the DIS to apply to the 2024 final dividend, the mandate form must be received by the Registrar (The City Partnership) before 5 July 2024, this being the relevant dividend election date. The mandate form, terms & conditions and full details of the scheme (including tax considerations) are available from the Company's webpage at: mavencp.com/migvct. Election to participate in the DIS can also be made through the Registrar's online investor hub at: maven-cp.cityhub.uk.com/login.

If a Shareholder is in any doubt about the merits of participating in the DIS, or their own tax status, they should seek advice from a suitably qualified adviser.

Fund Raising and Allotments

On 13 October 2023, your Company launched a new Offer for Subscription alongside Offers by the other three Maven managed VCTs. This Offer closed to new applications on 26 April 2024, with your Company raising a total of £6.8 million for the 2023/24 and 2024/25 tax years. All shares in respect of this Offer have been allotted, and Shareholders will find further details in Note 12 to the Financial Statements in the Annual Report.

The Directors are confident that Maven's regional office network has the capability to continue to source attractive investment opportunities in VCT qualifying companies across a range of sectors, and that the additional liquidity provided by the fundraising will facilitate further expansion and development of the portfolio in line with the investment strategy. Furthermore, the funds raised will allow your Company to maintain its share buy-back policy, whilst also spreading costs over a wider asset base, with the objective of maintaining a competitive ongoing charges ratio 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, therefore, 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 share. Any such purchases will be subject to market conditions, available liquidity and the maintenance of the VCT qualifying status. It should, however, be noted that such transactions are prohibited whilst the Company is in a closed period, which is the time from the end of a reporting period until the announcement of the relevant results or the release of an unaudited NAV. Additionally, a closed period may be introduced if the Directors and 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. Any instruction to buy or sell shares on the secondary market must be directed through a stockbroker. If an investor wishes to buy or sell shares on the secondary market, they or their broker can contact the Company's Stockbroker, Shore Capital Stockbrokers on 020 7647 8132, to discuss a transaction.

VCT Regulatory Developments

During the period under review, there were no further amendments to the rules governing VCTs, and your Company remains fully compliant with the complex conditions and requirements as set out by HMRC.

Shareholders may recall that under the VCT scheme approved by the European Commission in 2015, a "sunset clause" was introduced, which stated that income tax relief would no longer be available on subscriptions for new shares in VCTs made on or after 6 April 2025, unless the legislation was renewed by an HM Treasury Order. The Board and the Manager were reassured by the announcement in the Autumn Statement 2023 that the "sunset clause" would be extended until April 2035, with relevant legislation to be announced in due course.

On 22 May 2024, the Prime Minister announced that a General Election would be held on 4 July 2024. Through the VCT Association, the Manager remains actively involved in positive dialogue with key political parties to help promote and reinforce the important role that VCTs play in supporting some of Britain's brightest and most entrepreneurial smaller companies, whilst also assisting in job creation across the regions. Based on these discussions, it is widely anticipated that the proposed extension to the "sunset clause" will progress as previously announced.

Valuation Methodology

Consistent with industry best practice, 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 most recent update (December 2022) incorporates the special guidance, issued post COVID and following the invasion of Ukraine which expands on the concept of, and impact on, valuations of distressed markets, as well as looking at how environmental, social and governance (ESG) factors impact valuations. The Directors and the Manager continue to follow industry guidelines and adhere to the IPEV Guidelines in all private company valuations. 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 Note 1 to the Financial Statements in the Annual Report.

The Consumer Duty

In July 2023, the FCA's Consumer Duty came into effect. This is an enhancement to the existing concept of "treating customers fairly" and requires firms that are subject to the new rules to ensure that they are acting to deliver good outcomes for retail consumers, and that their strategies, governance, leadership and policies all reflect this. Although the Consumer Duty does not apply directly to your Company, the Manager, as an FCA authorised firm, is within its scope. During the year, the Manager has been providing the Directors with regular updates on the work that has been undertaken to ensure that good outcomes are being delivered for Shareholders and will continue to report to the Board on Consumer Duty related activities and ongoing obligations.

Environmental, Social and Governance (ESG) Considerations

The Board acknowledges the importance of ESG principles and considers that portfolio companies with ESG aims integrated into their business models are likely to benefit both society and Shareholders. Whilst your Company does not have any specific ESG targets, and Maven does not manage any funds with defined ESG criteria, the Board and the Manager believe that a proactive approach to ESG is a driver to value creation, which can help the long term growth and sustainability of these businesses.

During the year, the Manager has made encouraging progress in this evolving area and has introduced an ESG and Responsible Investment Policy, which is a best practice approach that is being applied across all portfolio companies. The Manager has also developed a robust framework for promoting ESG aims by actively engaging with portfolio companies and taking into consideration material issues at the investment stage and, thereafter, monitoring progress throughout the period of investment.

In May 2021, the Manager became a signatory to the internationally recognised Principles for Responsible Investment (PRI), demonstrating its commitment to include ESG as an integral part of its investment decision making and ownership, with the first report submitted in September 2023. Additionally, the Manager has joined multiple initiatives that aim to increase diversity, including the Investing in Women Code, which seeks to improve and increase opportunities for female entrepreneurs.

The ESG regulatory landscape is continually evolving, and the Manager provides the Board with regular updates on the latest developments. A regulation that is prominent within the asset management sector, is the Task Force on Climate-related Financial Disclosures (TCFD). Although neither the Company nor the Manager are currently required to disclose climate-related financial information in line with the TCFD, they recognise the aims and importance of the TCFD recommendations in providing a foundation to improve investors' ability to appropriately assess climate related risks and opportunities. Reporting in line with TCFD is, therefore, an objective of the Manager as part of its approach to ESG. The Manager also reviews and actively engages with new ESG regulations to understand any new responsibilities and will continue to update the Board on any requirements that are material to your Company.

Constitution of the Board

The Directors discuss Board composition on a regular basis and recognise the importance of succession planning. Further to recent discussions, Arthur MacMillan has decided to retire from the Board following the conclusion of the 2024 AGM and will not stand for re-election. Arthur has served on the Board and as Chair of the Audit and Risk Committees for a number of years and, during his tenure, has helped to oversee your Company's growth strategy, which has included multiple fundraisings alongside the gradual transition of the portfolio towards one that is focused on younger companies, as required by the change to the VCT rules in 2015. On behalf of my fellow Directors, and the Manager, I wish to extend my thanks to Arthur for his valuable contribution and wish him all the best for the future.

On the recommendation of the Nomination Committee, the Board has confirmed that Andrew Harrington will succeed Arthur as Chair of the Audit and Risk Committees. Following the conclusion of the 2024 AGM, it is intended that the Board will operate with three Non-executive Directors and Shareholders will be advised of any further changes to its constitution.

Annual General Meeting (AGM)

The 2024 AGM will be held on 11 July 2024 in Maven's London office at: 6th Floor, Saddlers House, 44 Gutter Lane, London, EC2V 6BR. The AGM will commence at 12.00 noon and the Notice of Annual General Meeting can be found in the Annual Report.

The Future

Following the macroeconomic challenges of 2023, your Board is cautiously optimistic in the outlook for the year ahead. The new financial period has started positively, and the Board is aware of the pipeline of potential investments that the Manager is currently progressing, with several transactions in due diligence. The strategy to build a large, diversified portfolio remains unchanged, and it is anticipated that there will be a healthy rate of investment in the first half of the year. Encouragingly, there has also been an increased level of M&A activity across the private company portfolio, with several holdings attracting interest from both trade and private equity buyers. Maximising value from exits remains a key strategic objective to help deliver the dividend policy and achieve an annual yield of 5%.

John Pocock

Chairman

31 May 2024

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 Board holds at least one meeting per annum at which strategic matters are discussed. 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 Company had no borrowings as at 29 February 2024 and, as at the date of this Report, the Board has no intention of utilising the borrowing facility.

Principal and Emerging Risks and Uncertainties

The Board and the Risk Committee have an ongoing process for identifying, evaluating and monitoring the principal and emerging risks and uncertainties facing the Company. The risk register and dashboard form key parts of the Company's risk management framework used to carry out a robust assessment of the risks, including a significant focus on the controls in place to mitigate them.

The principal and emerging risks and uncertainties facing the Company are as follows:

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 this 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 position as at 29 February 2024, and its performance during the year then ended, is included in the Chairman's Statement, which also includes an overview of its 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 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 chart in the Annual Report shows the profile of the portfolio by industry sector. This helps to show the sectoral diversity of the portfolio, which is balanced between private growth capital companies, later stage investments, and AIM/AQSE quoted investments. The level of VCT qualifying investment is monitored continually by the Manager and reported to the Risk Committee quarterly, or as otherwise required.

Key Performance Indicators (KPIs)

During the year, the net return on ordinary activities before taxation was (£2,132,000) (2023: £1,392,000); losses on investments were £1,483,000 (2023: gain of £2,449,000); and earnings per share were (1.44p) (2023: 1.01p).

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 total dividends paid to date. Cumulative dividends paid is the total amount of both capital and income distributions paid since the launch of the Company. 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 previous year end. The Directors seek to pay dividends to provide a yield and comply with the VCT rules, taking account of the level of distributable reserves, profitable realisations in each accounting period and the Company's future cash flow projections. The share price discount to NAV is the percentage by which the mid-market 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 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 29 February 2024 was 2.77% (2023: 2.70%) and is detailed in Note 4 to the Financial Statements in the Annual Report. Definitions of the APMs can be found in the Glossary in the Annual Report. A historical record of these measures is shown in the Financial Highlights, 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 equity 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 until there is clear evidence of a recovery in this market and an improvement in the quality and range of companies seeking VCT investment.

There is no 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 displayed in the Annual Report compares the Company's performance against the FTSE AIM All-Share 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 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 guidelines were updated in December 2022 and incorporate the special guidance issued post COVID and following the invasion of Ukraine, and expand on the concept of and impact on valuations of distressed markets, as well as looking at how ESG factors impact valuations. The Directors and the Manager continue to follow the IPEV Guidelines in all private company valuations. Investments that are quoted or traded on a recognised stock exchange, including AIM, are valued at their closing bid prices at the year end.

Share Buy-backs

At the forthcoming AGM, the Board will seek the necessary Shareholder authority to continue to conduct a share buy-back programme under appropriate circumstances.

The Board's Duty and Stakeholder Engagement

The Directors recognise the importance of an effective Board and its ability to discuss, review and make decisions to promote the long term success of the Company, and protect the interests of its key stakeholders. As required by Provision 5 of the AIC Code (and in line with the UK Code), the Board has discussed the Directors' duty under Section 172 of the Companies Act and how the interests of key stakeholders have been considered in Board discussions and decision making during the year.

This has been summarised in the table below:

Employee, Environmental and Human Rights Policy

As a VCT, 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 three 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 Company's assets 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 is continuing to 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. The Manager will be overseeing the collation of this information for the Board but will also be supporting individual companies to identify ESG risks and opportunities and, where potential improvements are identified, will work 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 2025, 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

31 May 2024

Income Statement

For the year ended 29 February 2024

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 29 February 2024

Year ended 29 February 2024

Year ended 28 February 2023

*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 that are distributable. The capital reserve unrealised contains £3,085,000 of losses (2023: £1,488,000) in relation to level 1 and level 2 investments, that could be converted to cash, and as such, could be deemed realised.

Where all, or an element of the proceeds of sales have not been received in cash or cash equivalent (as noted in 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 in the Annual Report.

The Notes are an integral part of the Financial Statements and can be found in full in the Annual Report.

Balance Sheet

As at 29 February 2024

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 31 May 2024 and signed on its behalf by:

John Pocock

Director

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 29 February 2024

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 29 February 2024

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, and further details can be found in the Directors' Report in the Annual Report. The Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of investments and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland, and in accordance with the Statement of Recommended Practice for Investment Trust Companies and Venture Capital Trusts (the SORP) issued by the AIC in July 2022.

(b) Income

Equity income

Dividends receivable on quoted equity shares are recognised on the ex-dividend date. Dividends receivable on unquoted equity shares are recognised when the Company's right to receive payment is established and there is no reasonable doubt that payment will be received.

Unquoted loan stock and other preferred income

Fixed returns on non-equity shares and debt securities are recognised when the Company's right to receive payment and expected settlement is established. Where interest is rolled up and/or payable at redemption, it is recognised as income unless there is reasonable doubt as to its receipt.

Redemption premiums

When a redemption premium is designed to protect the value of the instrument holder's investment rather than reflect a commercial rate of revenue return, the redemption premium should be recognised as capital. The treatment of redemption premiums is analysed to consider if they are revenue or capital in nature on a company by company basis. A revenue redemption premium of £nil was received in the year ended 29 February 2024 (2023: £86,214).

Bank interest

Deposit interest is recognised on an accruals basis using the rate of interest agreed with the bank. Income from unquoted loan stock and deposit interest is included on an effective interest rate basis.

(c) Expenses

All expenses are accounted for on an accruals basis and charged to the Income Statement. Expenses are charged through the revenue account, except as follows:

•      expenses that are incidental to the acquisition and disposal of an investment are charged to capital; and

•      expenses are charged to realised capital reserves 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 realised capital reserves to reflect the Company's investment policy and prospective income and capital growth;

•      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 that are capable of reversal in one or more subsequent periods.

Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

The tax effect of different items of income/gain and expenditure/loss is allocated between capital reserves and revenue account on the same basis as the particular item to which it relates using the Company's effective rate of tax for the period.

UK corporation tax is provided at amounts expected to be paid/recovered using the tax rates and laws that have been enacted or substantively enacted at the balance sheet date.

(e) Investments

In valuing unlisted investments, the Directors follow the criteria set out below. These procedures comply with the revised IPEV Guidelines for the valuation of private equity and venture capital investments. Investments are recognised at their trade date and are designated by the Directors as fair value through profit and loss. At subsequent reporting dates, investments are valued at fair value, which represents the Directors' view of the amount for which an asset could be exchanged between knowledgeable and willing parties in an arm's length transaction. This does not assume that the underlying business is saleable at the reporting date or that its current shareholders have an intention to sell their holding in the near future.

A financial asset or liability is generally derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.

1.    For early stage investments completed 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 early stage companies are valued by applying a multiple to the investee's revenue 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.    Mature companies are valued by applying a multiple to their maintainable earnings to determine the enterprise value of the company.

       To obtain a valuation of the total ordinary share capital held by management and the institutional investors, the value of third party debt, institutional loan stock, debentures and preference share capital is deducted from the enterprise value. The effect of any performance related mechanisms is taken into account when determining the value of the ordinary share capital.

4.    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.

5.    In accordance with normal market practice, investments listed on AIM or a recognised stock exchange are valued at their 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 estimation is the valuation of unlisted investments recognised in Note 8 and explained in Note 1(e) above.

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 £125,466 trail commission. This reserve is non-distributable.

Capital redemption reserve

The nominal value of shares repurchased and cancelled is represented in the capital redemption reserve. This reserve is non-distributable.

Capital reserve - unrealised

Increases and decreases in the fair value of investments are recognised in the Income Statement and are then transferred to the capital reserve unrealised account. This reserve is generally non-distributable, other than the part of the reserve relating to gains/(losses) attributable to readily realisable quoted investments, which are distributable.

Capital reserve - realised

Gains or losses on investments realised in the year that have been recognised in the Income Statement are transferred to the capital reserve realised account on disposal. Furthermore, any prior unrealised gains or losses on such investments are transferred from the capital reserve unrealised account to the capital reserve realised account on disposal. This reserve is distributable.

Special distributable reserve

The total cost to the Company of the repurchase and cancellation of shares is represented in the special distributable reserve account. The special distributable reserve also represents capital dividends, capital investment management fees and the tax effect of capital items. This reserve is distributable.

Revenue reserve

The revenue reserve represents accumulated profits retained by the Company that have not been distributed to Shareholders as a dividend. This reserve is distributable.

Return per Ordinary Share

Net asset value per Ordinary Share

The net asset value per Ordinary Share as at 29 February 2024 has been calculated using the number of Ordinary Shares in issue at that date of 2024: 154,684,497 (2023: 134,000,597).

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 29 February 2024 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 11 July 2024, commencing at 12.00 noon at the offices of Maven Capital Partners UK LLP, 6th Floor, Saddlers House, 44 Gutter Lane, London EC2V 6BR.

The Annual Report and Financial Statements for the year ended 29 February 2024 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 2023 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 29 February 2024, 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.

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.

By Order of the Board

Maven Capital Partners UK LLP

Secretary

31 May 2024