Annual Report • Apr 30, 2024
Annual Report
Open in ViewerOpens in native device viewer
MARWYN VALUE INVESTORS LIMITED FOR THE YEAR ENDED 31 DECEMBER 2023 Annual Report and Financial Statements 2023 04 Financial and Performance Summary 06 Report of the Chairman 08 Report of the Manager 16 Investment Portfolio 28 Allocation of Net Asset Value 32 Environmental, Social and Governance 34 Capital Distributions, NAV and Discount Management 36 Fund Structure and Investment Policy 38 Report of the Directors 52 Report of the Independent Auditor 58 Income Statement 59 Statement of Financial Position 60 Statement of Cash Flows 61 Statement of Changes in Equity 62 Notes to the Financial Statements 76 Risk 82 Look-through Portfolio Information 84 Advisers 86 Defined Terms 87 Glossary of Technical Terms 88 Disclaimer Defined terms used throughout the Annual Report and Financial Statements are as described on page 86. A glossary of technical terms used throughout the Annual Report and Financial Statements is included on page 87. Contents 2023 MARWYN VALUE INVESTORS LIMITED FOR THE YEAR ENDED 31 DECEMBER 2023 Annual Report and Financial Statements WWW.MARWYNVALUE.COM | 3 PERFORMANCE FOR YEAR TO / AS AT 31 DECEMBER 2023 Ordinary Shares Financial and Performance Summary NAV Total Return 1 +5.1% Share Price Total Return 2 -6.1% NAV Per Share 176.1p Share Price 80.5p Dividends 9.06p Net Assets £97.7m Market Capitalisation £44.7m Implied Dividend Yield 11.25% Inception to date NAV Total Return 3 +197.4% 1 NAV total return assumes the reinvestment of dividends paid to shareholders into the Company at NAV and is calculated on a cum-income basis. 2 Share price total return assumes the reinvestment of dividends paid to shareholders into the Company at the ex-div share price on the ex-div date. 3 For the ordinary shares, inception to date movement is based on the combined weighted average NAV of Marwyn Value Investors I, II and B shares prior to their amalgamation, using the conversion ratio published on 17 April 2008. Investments are held indirectly, as described in the ‛Fund Structure and Investment Policy’ section of this Annual Report Look-Through NAV Breakdown as at 31 December 2023 assuming full year dividend of 9.06p and 31 December 2023 share price of 80.5p Company % of NAV NAV/share Contribution (£) Silvercloud Holdings Limited (Le Chameau) 28.2% 0.50 AdvancedAdvT Limited 15.3% 0.27 Marwyn Acquisition Company II Limited 10.0% 0.18 Marwyn Acquisition Company III Limited 10.0% 0.18 Zegona Communications plc 8.9% 0.15 Palmer Street Limited 6.5% 0.11 450 plc 5.2% 0.09 MAC Alpha Limited 1.0% 0.02 Cash 22.4% 0.39 Other assets / liabilities (7.5)% (0.13) Net assets 100.0% 1.76 FTSE SmallCap (ex-IC) +10.4% FTSE AIM All-Share -6.4% FTSE SmallCap (ex-IC) +162.0% FTSE AIM All-Share -18.9% 4 | Financial and Performance Summary 4 For the realisation share classes, shareholder total return is calculated as the movement in total shareholder value, including all distributions made to realisation shareholders over the relevant period. 5 Realisation Class inception to date is calculated based on the ordinary share performance up to the date the ordinary shares were converted to the relevant Realisation Class, then shareholder total return of the relevant Realisation Class from that date. 6 Realisation Class shareholder total return from creation of class represents total shareholder return for the relevant class from the date that ordinary shares were converted to realisation shares for each class. 7 Calculated as total distributions as a percentage of Net Assets on creation of each class. 8 Includes the dividend paid to ordinary shareholders in February 2024. 2023 Ordinary Share Total NAV Movement Realisation Shares Capital Returns and Distributions The Company distributes capital back to shareholders through a range of methods, which are discussed further in the section ‛Capital Distributions, NAV and Discount Management’. Total Capital Returns and Distributions Since Inception Ordinary Shares Realisation Classes Combined Realisation Class 2016 2021 Dividends and buybacks 8 £63.3m Dividends and buybacks £63.3m Capital returns £25.9m Capital returns £42.3m Total distributions £89.2m Total Since inception £105.6m Total Capital returns £16.4m MVIR MVR2 Ticker +5.0% +4.2% Period TSR 4 +204.3% +193.1% Inception to date TSR 5 +4.7% +8.6% TSR from creation of Class 6 409.6p 193.0p Nav per share £2.8m £0.7m Net Assets 89.4% 0.0% NAV distributed SINCE INCEPTION 7 WWW.MARWYNVALUE.COM | 5 Report of the Chairman Dear Shareholders, I am pleased to present the audited Annual Report and Financial Statements of Marwyn Value Investors Limited for the year ended 31 December 2023. Portfolio Progress and Capital Deployment The development of our portfolio over the past year reflects our Manager’s disciplined approach to investment analysis and prudent capital allocation. This strategy has resulted in significant investments being made in three portfolio companies; Palmer; Silvercloud; and Zegona, all of which present genuine opportunities for significant growth and material increase in our underlying Net Asset Value. In addition, AdvancedAdvT acquired a highly attractive platform asset to begin its journey. We are thrilled about the investment in Palmer. The management team come with a strong track record in the private capital administration sector and their inventive approach to creating a technology-focused servicing model ‛better by design’ is a promising venture, free from the limitations of legacy systems. Silvercloud, through which the investment in Le Chameau is held, with the appointment in the year of the highly experienced Waheed Alli as Chair, has performed above expectations over the last twelve months and is now showing the ability to deliver on the potential that we’ve long recognised has been inherent in the business. Zegona’s agreed acquisition of Vodafone Spain for €5 billion showcases the strength and ability of its leadership team and offers significant upside potential with several value enhancing projects on the horizon. After a prolonged period of evaluating a number of assets, we are delighted that AdvancedAdvT, under the leadership of Vin Murria, completed the acquisition of five software businesses from Capita at a highly attractive valuation and is now well-positioned to pursue synergistic acquisition opportunities. With a strong balance sheet and a recent transition to AIM, we are excited about the company’s future prospects. Throughout the year, the acquisition companies have actively evaluated a broad spectrum of opportunities and engaged with numerous potential Management Partners and potential platform acquisitions. The Board acknowledges that, in the current environment, identifying and executing promising deals takes time. We support this approach to attaining the right platform for each vehicle, supporting the long-term growth of our fund. 6 | Report of the Chairman 2023 Results The ordinary shares delivered a NAV Total Return of +5.1% due to strong performance in the second half of the year, which saw gains made across Zegona, AdvancedAdvT and Silvercloud. After the year end, our NAV has continued to grow, driven by further gains on Zegona and AdvancedAdvT. The three months to 31 March 2024 have generated a NAV Total Return of +5.7% to ordinary shareholders. Shareholder Composition Over the course of the year, we have seen some of our largest shareholders, including James Corsellis and other employees of the Manager, increasing their stakes in the Company. Collectively, those shareholders associated with the Manager now own over 11% of the Company, signifying their confidence in our strategy and future prospects. Shareholder Distributions We paid over £5 million in dividends to ordinary shareholders and distributed over £1 million on the 2016 realisation shares following the successful resolution of Praesepe VAT reclaims in October 2023. These distributions demonstrate our dedication to delivering value to our shareholders. Outlook As we look forward, we believe that the Company is on the cusp of an exciting period. The strategic investments made during 2023 have strengthened our position for the future. With a portfolio now full of opportunities, we are optimistic that we are well placed to deliver value creation in the coming years. In conclusion, the Board and I appreciate your ongoing confidence and investment in Marwyn Value Investors Limited. Robert Ware Chairman 29 April 2024 WWW.MARWYNVALUE.COM | 7 Report of the Manager Who We Are We are an experienced institutional sponsor of European listed acquisition companies, established in 2005. We partner with industry leading company executives who have proven track records and operational excellence in their sectors. Their skills and connections help us find and execute deals and develop our platforms strategically. Using their in-depth sector insights, we make significant operational enhancements, setting the stage for long-term organic growth and value creation. Our Strategy At Marwyn, we have a clear and strategic vision: to find, support, and work in partnership with outstanding management teams who are experts in their specific sectors. This vision aims to invest in, buy, and grow businesses mainly in the UK, Europe, or North America. Our approach is based on several key pillars: WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM OUR APPROACH | CIO REVIEW AND OUTLOOK 8 | Report of the Manager A 19-year track record of developing acquisition companies across different sectors that shows our experience and success. A proven origination model based on accessing proprietary deal flow. A unique management partnership framework, which offers deep sector knowledge and operational skills directly from the field. Extensive experience of securing institutional equity from, and generating returns for, UK institutional investors. Original acquisition vehicle structure that we think is very appealing to management and investors alike and which offers substantial benefits in execution and long-term alignment between stakeholders. WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM OUR APPROACH | CIO REVIEW AND OUTLOOK WWW.MARWYNVALUE.COM | 9 Report of the Manager A Track Record of Success As the UK’s leading sponsor of acquisition vehicles , our 12 companies which have applied our current strategy and made a platform acquisition have generated £4.9 billion of profits for equity investors. WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM OUR APPROACH | CIO REVIEW AND OUTLOOK 9 Based on the number of UK listed acquisition vehicles or SPACs launched on the London Stock Exchange since the date that Marwyn listed its first acquisition vehicle in 2005 with data taken from internal analysis of the number of vehicles launched and their sponsors, sourced from LSE, Pitchbook, CapIQ and internal research. 9 10 | Report of the Manager Simon Vivian Robert Samuelson Fiona Begley Keith Tozzi Hugh Aldous TOTAL The table below shows the equity profits made by our acquisition companies, which have followed our strategic framework and completed a platform acquisition. These numbers represent the total equity received from all investors over their lifetime, including after we have sold any major positions. The returns are calculated based on either the offer price at the time of the company’s full sale or the current share price as of 31 March 2024 for those still listed. BCA Apr-15 Avril Palmer -Baunack Automotive £1,163m £2,137m 84% ETO Feb-07 Darren Throop Media £747m £2,824m 278% BREE Sep-10 Peter Tom Construction Materials £704m £1,382m 96% ZEG Aug-15 Eamonn O’Hare Telecoms £652m £929m 43% AdvT Aug-23 Vin Murria Computer software £133m £170m 28% ACS Aug-08 Vin Murria Computer software £126m £725m 477% COT Nov-06 Keith Tozzi Healthcare £117m £130m 11% INP Oct-05 Mark Silver Testing & Inspection £116m £229m 97% SID Jul-06 Sean Nutley Remediation £58m £1m (99%) TLS Jun-05 Nick Harding Leisure £48m £128m 170% MLO Oct-07 Adrian Carey Training £44m £98m 121% ZTR Apr-05 Ian Blackburn Confectionery £35m £41m 15% £3.9bn £8.8bn 123% COMPANY TICKER ACQUISITION DATE MANAGEMENT PARTNER(S) SECTOR TOTAL EQUITY INVESTED TOTAL EQUITY VALUE % EQUITY RETURNS WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM OUR APPROACH | CIO REVIEW AND OUTLOOK 10 Total Equity Invested for Zegona Communications does not currently include any equity issued in respect of the ‘Vodafone Financing’, as described in Zegona’s announcement on 13 October 2023, as these shares may be bought back under certain conditions. 10 WWW.MARWYNVALUE.COM | 11 Report of the Manager James Corsellis Chief Investment Officer James formed one of the first strategic technology consultancies in 1994 and was the Chief Executive Officer of icollector plc, a leading company that offers live auction trading platforms. He later arranged its joint venture with eBay, which made icollector the sole partner worldwide for conventional auction houses. James co- founded Marwyn and typically has board positions on Marwyn’s portfolio companies. James Corsellis, Antoinette Vanderpuije and Tom Basset form the senior leadership team of Marwyn. They have diverse experience and skills in areas such as technology innovation, financial strategy, and investment analysis. They are supported by an experienced team in London and Jersey who provide investment management, corporate finance, and operational support to the Marwyn Fund entities and portfolio companies. Tom Basset Investment Partner Tom joined Marwyn in 2010 from the Private Equity Transaction Services Group at Deloitte. He leads the investment team where he is involved in the origination and assessment of new investment opportunities, transaction execution, coordinating capital market and M&A processes and providing strategic support to portfolio company management teams. Tom is a qualified Chartered Accountant and graduated from Durham University with a BA (Hons) in Economics. Antoinette Vanderpuije Chief Financial Officer and Chief Operating Officer Antoinette joined Marwyn in 2007 and leads the Finance, Markets and Regulation Team. She has extensive M&A and investment experience with a particular focus on transaction tax structuring and incentive planning. Antoinette previously worked in the finance team at Arcadia Group and prior to that with Bourner Bullock Chartered Accountants. She is a Chartered Accountant, a Chartered Tax Advisor and holds a BA from University College London. Our Team WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM OUR APPROACH | CIO REVIEW AND OUTLOOK 12 | Report of the Manager How We Invest Marwyn has been creating and implementing effective investment strategies across a range of sectors in public markets for almost 20 years. We have worked closely with outstanding executives and management teams who share our vision. These Management Partners are vital from the beginning, playing a major role in finding opportunities, thorough due diligence, and the active execution of strategic plans, often taking on key positions such as Chairman or CEO. The success of our previous vehicles has been based on a number of factors including our ability to identify and partner with these industry-leading Management Partners whilst drawing on our transactional and corporate finance expertise in developing and structuring a range of acquisition vehicles that aim to meet the needs of all stakeholders. Market Opportunity The London Stock Exchange has hosted many successful acquisition companies over the past 20 years. We believe there is still significant demand from both companies and industry executives to use well-designed acquisition companies on the public markets to implement growth strategies in various sectors. Drawing on our broad experience of investing through listed acquisition companies to pursue buy-and-build growth strategies with skilled Management Partners, and considering the widely criticised US SPAC model, we believe the Marwyn Acquisition Company structure (the ‘MAC’ structure) is uniquely suited to appeal to institutional investors, business owners and management teams. The main improvements are: • Promoting long term alignment: management and sponsor incentives linked to long term equity performance and no discounted shares/warrants or upfront promoter fees. • Enhancing flexibility in raising funds: the introduction of new ways to raise equity capital from institutional investors. • Boosting transactional efficiency: a new transaction process that allows the completion of a reverse acquisition on a timeline that is similar to investment from private equity providers. Our Approach WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM OUR APPROACH | CIO REVIEW AND OUTLOOK WWW.MARWYNVALUE.COM | 13 Report of the Manager WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM OUR APPROACH | CIO REVIEW AND OUTLOOK Dear fellow Shareholders, As we close out 2023, I am pleased to share with you our investment performance, portfolio progress, and outlook for the coming year. Despite the challenges presented by the wider market, we remain steadfast in our commitment to our investment philosophy and are confident in our ability to successfully navigate the current economic landscape. Market Outlook Throughout the year, we have witnessed the consequences of excessive leverage and unrealistic expectations regarding a return to ultra-low interest rates. The significant increase in sovereign debt issuance and the reduction in money supply have finally begun to force a readjustment of market expectations and valuations. We anticipate that these factors will continue to act as headwinds, compelling a more realistic approach to assessing company valuations and these expectations have started to become a reality. This first phase of this investment cycle for MVIL has been longer than usual but we believe that we have been rewarded for that patience with the Fund up 26.4% in the last three years 11 against a FTSE Small Cap (ex IC) and FTSE AIM All-Share that have grown by 19.8% and fallen 31.1% respectively. We have started the year strongly, with an ordinary share NAV total return of +5.7% in the three months to 31 March 2024. Investment Commentary During 2023, our portfolio companies have demonstrated resilience and adaptability in the face of market challenges and are well underway in executing their strategies. AdvancedAdvT, under the leadership of Vin Murria, completed the acquisition of five software businesses from Capita at an attractive valuation and is now well-positioned to pursue synergistic acquisition opportunities. With a strong balance sheet and a recent transition to AIM, we are optimistic about the company’s future performance. Palmer, launched in May 2023 with an £8 million investment from Marwyn Funds (of which approximately £6.2 million was attributable to MVIL’s ordinary share class), has made significant strides in establishing its presence in the private capital servicing sector. The company’s highly experienced management team, comprising former executives of Sanne Group plc, has been focusing on obtaining the necessary regulatory approvals. We anticipate that as Palmer starts to onboard clients throughout 2024, the company will experience rapid growth and deliver substantial returns on our investment. Zegona Communications, led by the experienced team of Eamonn O’Hare and Robert Samuelson, made a transformative move when it agreed to acquire Vodafone Spain in October 2023. The €5.0 billion transaction (which remains conditional on regulatory approval), financed through an innovative mix of vendor preference shares, underwritten leverage, bridge financing, and a €300 million equity placement, demonstrates Zegona’s expertise in identifying and executing high-potential investments in the Spanish telecommunications market. With a clear value creation plan focused on cost reduction, revenue stabilisation, and potential fixed network transactions, we are confident in Zegona’s ability to drive significant returns. Chief Investment Officer’s Investment Commentary and Outlook 11 NAV total return for the ordinary shares for the three years to 31 December 2023. 14 | Report of the Manager WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM OUR APPROACH | CIO REVIEW AND OUTLOOK Le Chameau, with the addition of Waheed Alli to its management team and a further £5 million investment from the Marwyn Funds (of which over £4.9 million was attributable to MVIL’s ordinary share class), is poised for significant milestones as it approaches its centenary in 2027. The combination of Waheed’s expertise and the leadership of CEO Corry Cavell-Taylor provides a solid foundation for the brand’s expansion and strategic initiatives in the coming years. Marwyn Acquisition Company II has benefited from the appointment of Will Self as CEO, working alongside Chairman Mark Hodges. This strengthened management team has accelerated the evaluation of investment opportunities in line with MAC II’s focus on financial services and intergenerational wealth. We continue to explore promising opportunities in the media and entertainment space through 450 plc and are actively engaging with potential management partners for Marwyn Acquisition Company III and MAC Alpha. Treasury and Liquidity Management Given the high interest rates available on deposits, we have taken a proactive approach to optimising our treasury activities while ensuring sufficient liquidity to meet our dividend commitments and other obligations. Our strategy encompasses a mix of fixed- term deposits, notice-deposit accounts, and money market funds. As we are in the early stages of our investment cycle, we do not anticipate any significant divestments in the near future. We remain focused on maintaining a balance between long-term growth and delivering value to our shareholders. Conclusion Despite the challenges posed by the current market environment, we remain confident in our investment philosophy and the resilience of our portfolio companies. We are grateful for the unwavering support of our investors and the guidance provided by our Board. As we move forward, we will continue to seek out compelling investment opportunities while prudently managing our resources to maximise long-term value creation. Yours sincerely, James Corsellis Chief Investment Officer Chief Investment Officer’s Investment Commentary and Outlook WWW.MARWYNVALUE.COM | 15 Management Partner Waheed Alli, Chair Waheed Alli was appointed as Chair of Silvercloud Holdings Limited and Le Chameau Holdings Limited, in August 2023. Waheed has over 30 years’ experience across the retail, media, entertainment and technology sectors, having launched and grown a number of highly successful private and public businesses in his career. In addition to his success in the media and entertainment space, Waheed brings a wealth of experience in consumer and luxury brands and was the Chair of ASOS plc from its AIM IPO in 2001 with a market capitalisation of £12.3 million, overseeing major growth and transformation of the business with its market capitalisation reaching £1.9 billion in 2012 when he left the Board. Waheed Alli has served as a member of the House of Lords since 1998. Corry Cavell-Taylor, CEO Corry Cavell-Taylor is the CEO of Le Chameau Holdings Limited. He is also the Managing Director of Bradshaw Taylor Limited and the creator of Schöffel Countrywear. Corry has over two decades of experience in the country sports market worldwide and is a director of The Outdoor Industries Association of Great Britain. Value Creation Opportunity • Capitalise on the opportunities created by an iconic brand with category leading products • Build a leading luxury goods business, capable of scaling sales across the UK, Europe, North America and other potential new markets • Broaden lifestyle appeal, utilising and protecting brand heritage • Better understand the existing and potentially addressable customer base to raise awareness and build appeal • Further expand the direct-to-consumer e-commerce channel, deploying enhanced digital marketing strategy Investment Portfolio Silvercloud Holdings Limited - Le Chameau Luxury Goods www.lechameau.com Ordinary Shares 2016 Realisation Shares 2021 Realisation Shares NAV/share Contribution (£) £0.50 £3.51 £0.48 % of share class NAV 28.2% 85.6% 25.0% LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES As at 31 December 2023 16 | Investment Portfolio Overview Le Chameau was founded in Cherbourg, France in 1927 by Claude Chamot to produce high-quality handmade rubber boots that would offer unmatched comfort and durability. He started making prototypes using natural rubber and later pioneered the use of vulcanisation to increase durability. Once Monsieur Chamot had refined his process, he made bespoke boots for customers from all over France. Today, Le Chameau is a leading premium footwear brand, approaching its 100th anniversary in 2027. Le Chameau’s distinctive rubber boots serve a wide range of customers, including outdoor professionals, country-sports enthusiasts, and fashion-conscious individuals in both rural and urban settings. Known for its expertise in technical outdoor footwear, Le Chameau has a loyal customer base, prominent brand ambassadors, and a growing presence in new customer segments. We are happy to report significant improvement in Le Chameau’s performance as part of our portfolio, underscoring our confidence in its strategic direction and growth potential. Over the last four years, Le Chameau has achieved commendable revenue growth, growing at a 13% CAGR, with revenues reaching approximately £20 million in 2023. Notably, the Direct-to-Consumer (D2C) segment has been a major contributor to growth, recording a 22% CAGR over the same period. This segment saw revenue growth of 38% in 2023 alone, making up more than a third of the company’s total sales, and with projected growth is expected to soon become the majority revenue source, demonstrating the efficiency and scalability of Le Chameau’s direct sales model. Meanwhile, the Business-to-Business (B2B) revenues and margins have remained stable, ensuring a balanced and resilient revenue mix. In August 2023, the Marwyn Funds invested a further £5 million into the business (of which over £4.9 million was attributable to MVIL’s ordinary share class), providing the company with the capital needed to support the next phase of its development, including expansion of digital and marketing functions and investment in brand and tech capabilities. This pivotal move was accompanied by the appointment of Waheed Alli as Chair. Waheed brings invaluable experience from his tenure as Chair of ASOS during its rapid growth phase and his experience will be highly relevant to support Le Chameau through the next phase of its growth journey. The progress made throughout 2023 has been reflected in an overall increase in the value of the Master Fund investment in Silvercloud from £22.0m as at 31 December 2022 to £30.2m as at 31 December 2023. Looking ahead, Le Chameau is set to leverage its history of successful collaborations with luxury brands to further raise its brand position. The company is diligently developing the “LC27” strategy, aimed at marking the build up towards its centenary in 2027 with key strategic milestones. This forward- looking approach is seeking to enhance brand value, expand market reach, and secure Le Chameau’s position as a brand rooted in the traditions of the countryside, with an aspirational quality appealing to a wider customer base. LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES WWW.MARWYNVALUE.COM | 17 Investment Portfolio Ordinary Shares 2016 Realisation Shares 2021 Realisation Shares NAV/share Contribution (£) £0.27 £- £0.26 % of share class NAV 15.3% -% 13.6% AdvancedAdvT Limited Digital, Software and Services www.advancedadvt.com As at 31 December 2023 Management Partner Vin Murria Vin Murria OBE is an experienced executive and has operated and/or advised public companies for over 30 years. Vin was the founder and Chief Executive Officer of Advanced Computer Software from 2008 until 2015 and built the business organically and through acquisition from an initial cash shell to an enterprise value of £750 million on sale to Vista Equity Partners, delivering shareholder return of almost 1,100 per cent, to those invested in the initial shell. The business was named Tech Company of the Year (2014) having grown to be the 3rd largest UK headquartered software business. Prior to Advanced Computer Software, Vin was founder and Chief Executive Officer of Computer Software Group plc from 2002 until 2007, which included a merger with IRIS Software, and exit to Hellman and Friedman at a £500 million valuation. Prior to this Vin was the COO of Kewill Systems Plc (now known as BluJay Solutions). Vin is also a non-executive director of FTSE 250 Softcat plc, a leading provider of technology solutions and services and FTSE 100 Bunzl plc, the international distribution and services group. Vin holds a bachelor’s degree in Computer Science, an MBA and a Doctorate in Business Administration (Hon). Vin was awarded an OBE in 2018 for her services to Technology and the empowerment of women in the sector. Vin is the founder of the PS Foundation, a charity set up to support the education of women and children in poverty in India and the UK. Value Creation Opportunity • Well-capitalised vehicle with an experienced and highly credible management team • Seeking to deliver innovative software solutions with a strategic focus on sectors where AI, digital transformation, data analytics and business intelligence are in the early stages of adoption, but likely to radically transform the workplace over the coming decades Overview AdvancedAdvT was launched in 2020 and subsequently raised £130 million in March 2021, including a £17.5 million subscription from Vin Murria, to support AdvancedAdvT’s strategy. Acquisition of Capita businesses In June 2023, AdvancedAdvT announced that it had conditionally agreed to acquire five software businesses from Capita plc for a total enterprise value of approximately £33 million in cash, representing an important milestone in achieving their goal of completing business combinations and generating attractive long-term returns for shareholders. AdvancedAdvT announced completion of the acquisitions on 1 August 2023. The acquired businesses include: • CIBS - Financial and Business Solutions for public and private sectors • CHKS and Synaptic - Governance Risk and Compliance (GRC) for the Healthcare and Financial Services sectors (note: the Synaptic business has since been sold for an EV of £3.5 million as identified as non-core to AdvT’s strategy) • Retain/WFM - Global Professional Services and Workforce Automation Software for Private and Public Sectors LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES 18 | Investment Portfolio The acquired businesses have been strategically re-aligned to prioritise customer needs and delivery of value-driven software and digital solutions. As reported by AdvancedAdvT, new customers have been acquired and new products and features have been launched, with increasing customer demand observed for digital services and solutions. These businesses give AdvancedAdvT a solid base with an opportunity to grow through a combination of organic and acquisitive growth. Strategic Approach AdvancedAdvT is seeking to deliver software solutions with a strategic focus on sectors where AI, digital transformation, data analytics and business intelligence are in the early stages of adoption, but likely to radically transform the workplace over the coming decades. Following the acquisitions from Capita, the initial focus will be on two core specialisms in business transformation – business solutions and healthcare compliance, and human capital management. AdvancedAdvT is committed to finding opportunities for deploying financial and operational resources and investment to accelerate organic growth in the acquired businesses, with a number of such opportunities having already been identified. Outlook We believe that AdvancedAdvT will have numerous opportunities to build on the initial Capita acquisitions with both organic and acquisitive growth. With over £78 million of cash and a highly experienced management team, AdvancedAdvT is extremely well- positioned to execute synergistic and accretive M&A, particularly in the current market, and with a noted increase in inbound opportunities. Alongside progressing potential M&A, AdvancedAdvT also plans to continue to drive organic growth through investing in the platform businesses acquired and enhancing functionality of existing software to target incremental client wins. LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES WWW.MARWYNVALUE.COM | 19 Investment Portfolio Ordinary Shares 2016 Realisation Shares 2021 Realisation Shares NAV/share Contribution (£) £0.15 £0.22 £0.15 % of share class NAV 8.9% 5.4% 7.8% Zegona Communications Plc Telecoms www.zegonacommunications.com As at 31 December 2023 Management Partners Eamonn O’Hare Eamonn has spent over two decades as a board member and senior executive of some of the world’s fastest growing consumer and technology businesses. Former CFO and main board director of the UK’s leading entertainment and communications business, Virgin Media, Eamonn helped lead the successful transformation of this business and its strategic sale to Liberty Global for US$24 billion, crystallising US$14 billion of incremental shareholder value. Background Zegona was launched in March 2015 with a ‘Buy-Fix-Sell’ strategy within European TMT. Zegona’s first buy-fix-sell asset, Telecable, was acquired in August 2015 and sold to Euskaltel in July 2017 with Zegona retaining a 15% stake in Euskaltel (later increased to 20%). Zegona returned 98% of its share of proceeds from the sale of Euskaltel in 2021 via a tender offer. Robert Samuelson Robert was Executive Director Group Strategy of Virgin Media from 2011 to 2014, during which time he was centrally involved in the sale of the business to Liberty Global and in the post-merger integration process. Prior to this, Robert was a managing partner at Virgin Group with global responsibility for developing and realising returns from Virgin’s telecommunications and media businesses. His early career was spent with British Aerospace and Royal Ordnance in engineering and production management roles. Value Creation Opportunity Acquisition of Vodafone Spain announced in October 2023 at attractive valuation relative to other European telecommunications operators with clearly defined value levers being: • Execute major cost reduction and efficiency improvement programme • Stabilise revenues with new commercial initiatives • Potential for fixed network transaction LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES 20 | Investment Portfolio Acquisition of Vodafone Spain In October 2023, Zegona announced it had entered into binding agreements to acquire Vodafone Spain for €5.0 billion, expected to complete in Q2 2024 following required regulatory approvals. The transaction was financed through an innovative mix of vendor preference shares, underwritten leverage, bridge financing, and a €300 million equity placement, of which our funds contributed £7.845 million at £1.50 per share, which had risen to £1.78 per share as at 31 December 2023, and has since gone up further to £2.26 as at 31 March 2024. The Zegona team’s ability to secure and execute a complex deal like this in a competitive environment is testament to their expertise and successful track record in the Spanish telecommunications market, previously shown through their work with both Telecable and Euskaltel. The investment rationale is based on a low entry valuation, offering multiple pathways for value creation. These avenues include operational enhancements that leverage Zegona’s historical successes in previous operating businesses. This strategic approach not only aims to capitalise on the intrinsic value and growth potential of the acquired business but also reflects a deep understanding of the market dynamics and operational efficiencies required to drive success in the Spanish telecommunications sector. Outlook Looking ahead, Zegona has crafted a strategic blueprint for value creation with several key drivers to be deployed: (i) firstly, an intention to execute major cost reductions, with the potential to unlock over €320 million in savings, based on industry benchmarking; (ii) secondly, stabilising revenues through new commercial initiatives; and finally (iii), a fixed network transaction with a potential estimated value to Zegona in the region of €2.0-3.5 billion. LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES WWW.MARWYNVALUE.COM | 21 Investment Portfolio Marwyn Acquisition Financial Services, Company II Limited Consumer, Technology www.marwynac2.com Ordinary Shares 2016 Realisation Shares 2021 Realisation Shares NAV/share Contribution (£) £0.18 £- £0.17 % of share class NAV 10.0% -% 8.9% Capital raised Target sectors Listing £12.7m Financial Services, Consumer, Technology LSE Main Market As at 31 December 2023 Management Partners Mark Hodges Mark Hodges has over 30 years experience across the financial services and consumer sectors, including extensive FTSE 100 PLC board experience with Centrica plc and Aviva plc. As former CEO of ReAssure, Mark led the business through the £425 million acquisition of Quilter’s UK Heritage business and oversaw the sale of Reassure to Phoenix Group Holdings in 2020 for £3.25 billion. At the time of the sale, ReAssure had approximately £80 billion of assets under administration, 4 million customers and approximately 2,500 employees. Will Self Will Self has over 20 years of cross-functional experience leading financial brands in the UK, including driving M&A and has held CEO positions at Curtis Banks Group PLC, a leading UK pension provider, offering a range of SIPP and SSAS solutions for individuals and businesses and Suffolk Life, a division of Legal & General, as well as holding the Chief Commercial Officer role at Cofunds, a sister company within Legal & General. Will also holds a variety of non-executive roles, including positions with a number of charities and as deputy chair on the FCA’s Smaller Business Practitioners Panel. Value Creation Opportunity • LSE-listed vehicle, led by a highly experienced and well-regarded management team • Seeking acquisition opportunities in the financial services, consumer and technology sectors set to benefit from social and macroeconomic trends brought about by changing demographics, the concentration and intergenerational transfer of wealth and increasing needs for social and non-financial family support LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES 22 | Investment Portfolio Overview The strategy of MAC II is focused on pursuing acquisition opportunities in the financial services, consumer and technology sectors. The MAC II directors believe that the current market backdrop has amongst a range of drivers, four notable interrelated themes which they believe are shaping a clear customer need that remains largely unmet: 1. Changing population and demographics – An increasingly ageing population is likely to have a significant impact on economies, social care systems and household finances. The MAC II directors believe future financial solutions will need to reflect an increasing level of intergenerational financial and social dependencies. 2. Wealth transfer and the role of families – The role played by families in providing future financial solutions is of increasing importance, with parents, other family members and friends providing progressively more support to new homeowners and adult dependents. 3. Socialandnon-financialfamilysupport– Vast numbers of people across the UK and the US provide unpaid care for a friend or family member. 4. Concentration of wealth – Across the UK and US, wealth is principally concentrated in property, pension assets and equities. With the combination of these social and macroeconomic conditions and trends, the MAC II directors believe all generations are facing increasingly challenging financial situations which are creating several problems to be solved and that there is a well-defined need and opportunity, now more than ever, for clear and impartial support and solutions to be provided to, and shared amongst, friends, family and peers. MAC II intends to execute its strategy through a combination of selective M&A of platform and bolt-on businesses, potential strategic partnerships with established financial services operators as well as ongoing operational improvements. Target company market segments, principally expected to be in the UK and US. As the investment focus continues to evolve, the MAC II directors believe one area of interest where opportunities are likely to emerge is related to the burgeoning growth of the personal pension sector (the UK SIPP market), which is anticipated to swell from approximately £500 billion to £750 billion over the next five years. This is set against a backdrop of an aging population, a widening savings gap, regulatory shifts towards personal savings, and a significant transition from Defined Benefit to Defined Contribution pension schemes. The MAC II directors continue to progress a number of discussions regarding potential M&A, including consolidation in the pension administration market, as well as other opportunities. LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES WWW.MARWYNVALUE.COM | 23 Martin Schnaier Investment Portfolio Ordinary Shares 2016 Realisation Shares 2021 Realisation Shares NAV/share Contribution (£) £0.11 £- £- % of share class NAV 6.5% -% -% Palmer Street Limited Private Capital Servicing www.palmerfs.com As at 31 December 2023 Management Team Palmer’s management partners comprises Martin Schnaier, James Ireland, James Bermingham, Jason Bingham, and Phil Godley who have all previously worked in senior leadership roles at FTSE 250 company, Sanne Group plc, that was taken private by Apex Group for £1.5 billion in August 2022. At completion of the acquisition, Sanne employed over 2,500 people located in 23 offices across North America, EMEA and Asia Pacific. The founding team worked closely in various capacities during their tenures at Sanne, which saw the business grow from a small, private company to a major international public company. Value Creation Opportunity Palmer has been set up to take advantage of the opportunity to provide a differentiated business proposition in the private capital servicing sector, considering both organic and inorganic growth opportunities. This is supported by a backdrop of a number of sector tailwinds, expected to include: • Opportunity to build an innovative private capital service model free from the constraint of legacy systems • Market growth driven by increasing regulatory burden and associated growth in cost of compliance • Growth to date of alternative asset classes and forecast continuation of AUM growth • Low levels of service penetration in two of the three largest markets globally • Client demands for increased levels of tech-enabled services • Defendable contracts with high switching costs Overview In May 2023, the Marwyn Funds invested £8 million into Palmer (of which approximately £6.2 million was attributable to MVIL’s ordinary share class), with Palmer commencing the necessary regulatory approval processes in order for the company to conduct its business across key territories. Palmer’s expanding team has hit the ground running, establishing operations and winning new clients in its London and Jersey hubs. Since its public launch in January 2024, the company has seen a surge in inbound opportunities, reflecting the industry’s acknowledgment of Palmer’s expertise and value. Furthermore, Palmer has launched its website (www.palmerfs.com), now operational and serving as a comprehensive resource for clients and partners to explore its services and engage with the firm. LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES 24 | Investment Portfolio 450 plc Content, Media, Technology www.450plc.com Cash held Acquisition target size Target sectors Listing £4.5m Up to £500m Content, Media, Technology LSE AIM As at 31 December 2023 Management Partner Waheed Alli Waheed has over 30 years’ experience across the retail, media, entertainment and technology sectors, having launched and grown a number of highly successful private and public businesses in his career. Waheed co-founded TV production companies Planet 24 and Shine, was Chair of production company Chorion plc, including during its time as a listed business between 2003 and 2006 delivering share price growth of over 275%, and was also Founder and CEO of Silvergate Media, ultimately sold to Sony in 2019. Value Creation Opportunity • Ongoing digital transformation of the media and entertainment industries and widespread adoption of digital media has led to a fundamental change in the way content is created, consumed and engaged with • Opportunity to invest in content, media or technology companies that have facilitated and are expected to continue to benefit from this shift Overview In connection with the appointment of Waheed Alli as Chair in November 2022 and following shareholder approval at the company’s AGM in December 2022, the strategy of 450 plc was amended to focus on acquisition opportunities arising within the traditional and digital creative industries encompassing the content, media and technology sectors. 450 plc will consider the acquisition of private companies and public offers for, and mergers with, existing listed businesses, in the UK and internationally. With the acceleration in digital technology having an increasing impact on the media and entertainment landscape, the 450 plc directors continue to believe this will fundamentally shift how we produce, access, and interact with content. This evolution is expected to include a move towards engaging content through a blend of online and physical experiences, enriched by the advent of virtual and augmented reality, as well as the monetisation of IP through different formats and verticals. During the period, the 450 plc directors have engaged with a number of companies and executive teams, discussions with a number of whom, are ongoing. The 450 plc directors continue to see promising opportunities for investment in the content, media, and technology sectors but remain cautious in their views on valuations and the importance of identifying scalable and sustainably profitable business models. The directors believe the ongoing technological advancements and shifts in consumer behaviour are likely to provide investment opportunities in a sector undergoing structural change, with the 450 plc’s listed status and investment thesis being well placed to capitalise on. Ordinary Shares 2016 Realisation Shares 2021 Realisation Shares NAV/share Contribution (£) £0.09 £- £0.09 % of share class NAV 5.2% -% 4.6% LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES WWW.MARWYNVALUE.COM | 25 Overview The Manager launched MAC III in December 2020 as an LSE Main Market listed acquisition company. £12.5 million has been invested by the Marwyn Funds into MAC III (of which £9.8 million is attributable to MVIL’s ordinary share class and £0.06 million is attributable to MVIL’s 2021 realisation share class). In April 2022 MAC III published a prospectus in relation to a 12 month placing programme for a redeemable C share class (“C Shares”). The initial placing programme has subsequently been terminated, saving on the legal and professional fees and management time that would be incurred in its renewal whilst the focus remains firmly on identifying the company’s Management Partners and platform acquisition. MAC III will be able to re-issue a prospectus to enable the company to utilise a C share class at relatively short notice where deemed appropriate by the Directors. It is expected that the ability to issue C shares where appropriate, alongside the existing flexibility of the MAC structure to utilise the issuance of either listed ordinary shares or unlisted B shares provides MAC III with a competitive advantage in securing and financing attractive acquisition opportunities and bringing the best executive management back to the UK public markets. MAC Alpha, launched in December 2021, is an LSE Main Market listed acquisition company which is expected to focus on investment opportunities where a combination of management expertise, improving operating performance, freeing up cashflow for investment and implementation of a focused buy and build strategy can unlock growth in core markets and often into new territories and adjacent sectors. MAC Alpha is currently not proposing to issue redeemable shares and is seeking Management Partners and transactions which can utilise its Main Market listing on the London Stock Exchange. The Manager continues to progress a series of discussions with industry-leading management teams, drawn to the flexibility of Marwyn’s model and the potential it offers to execute sector-specific buy-and-build strategies. These discussions, however, are often non-linear, and their timing can be unpredictable. The presence of pre-existing listed vehicles within Marwyn’s portfolio provides a significant advantage, enabling the Manager to react opportunistically and secure top Management Partners effectively. Proposed changes to the Listing Rules may result in fewer acquisition companies being formed in future. As a consequence, there may be additional value in the existing acquisition companies which benefit from certain grandfathered rules. Investment Portfolio Acquisition Companies: Marwyn Acquisition Company III Limited MAC Alpha Limited % of share class NAV 1.0% -% -% NAV/share Contribution (£) £0.02 £- £- Ordinary Shares 2016 Realisation Shares 2021 Realisation Shares NAV/share Contribution (£) £0.18 £- £0.17 % of share class NAV 10.0% -% 8.9% Capital raised Target sectors (each to be refined on the appointment of a Management Partner into the relevant company) £12.7m Automotive & Transport Clean Technology Consumer & Luxury Goods Banking & FinTech Insurance, Reinsurance & InsurTech & Other Vertical Marketplaces Media & Entertainment Healthcare & Diagnostics B2B Services LSE Main Market £1.4m Automotive & Transport Business-to-Business Services Clean Technology Consumer & Luxury Goods Financial Services, Banking & FinTech Insurance, Reinsurance & InsurTech, & Other Vertical Marketplaces Healthcare & Diagnostics Media & Technology LSE Main Market As at 31 December 2023 MAC III MAC III MAC ALPHA MAC ALPHA LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES Listing 26 | WWW.MARWYNVALUE.COM | 27 ORDINARY SHARES Allocation of NAV by company at 31 December 2023 Based upon the Company’s indirect investments in the Portfolio Companies through its interest in the Master Fund and MVI II LP, the Company’s total NAV attributable to ordinary shareholders as at 31 December 2023 is broken down as follows: Allocation of NAV by company at 31 March 2024 Based upon the Company’s indirect investments in the Portfolio Companies through its interest in the Master Fund and MVI II LP, the Company’s total NAV attributable to ordinary shareholders as at 31 March 2024 is broken down as follows: All portfolio assets are held at fair value by the Marwyn Funds in accordance with International Financial Reporting Standards. Where there is no active market for a listed investment, or where the investment is unlisted, the valuation methodologies applied are fully compliant with International Private Equity and Venture Capital valuation guidelines as updated. Allocation of Net Asset Value Quoted investments AdvancedAdvT Limited ADVT Software 15.0 0.27 15.4% MVI II LP Marwyn Acquisition Company II Limited MAC2 Financial, Consumer, Technology 9.8 0.18 10.0% MVI II LP Marwyn Acquisition Company III Limited MAC3 Various 9.8 0.18 10.0% MVI II LP Zegona Communications plc ZEG Communications 8.7 0.15 8.9% MVI II LP 450 plc 450 Content, Media, Technology 5.1 0.09 5.2% MVI II LP MAC Alpha Limited MACA Various 1.0 0.02 1.0% MVI II LP Unquoted investments Silvercloud Holdings Limited (Le Chameau) Unlisted Luxury Goods 27.6 0.50 28.2% Master Fund Palmer Street Limited Unlisted Private Capital Servicing 6.4 0.11 6.6% MVI II LP Total value 83.4 1.50 85.3% Cash 21.8 0.39 22.3% Various Other assets / liabilities (7.5) (0.13) (7.6)% Various Net assets 97.7 1.76 100.0% Quoted investments AdvancedAdvT Limited ADVT Software 20.6 0.37 20.2% MVI II LP Zegona Communications plc ZEG Communications 10.7 0.19 10.5% MVI II LP Marwyn Acquisition Company II Limited MAC2 Financial, Consumer, Technology 9.8 0.18 9.6% MVI II LP Marwyn Acquisition Company III Limited MAC3 Various 9.8 0.18 9.6% MVI II LP 450 plc 450 Content, Media, Technology 5.1 0.09 5.0% MVI II LP MAC Alpha Limited MACA Various 1.0 0.02 1.0% MVI II LP Unquoted investments Silvercloud Holdings Limited (Le Chameau) Unlisted Luxury Goods 28.4 0.51 27.8% Master Fund Palmer Street Limited Unlisted Private Capital Servicing 6.4 0.12 6.3% MVI II LP Total value 91.7 1.65 89.9% Cash 19.1 0.34 18.7% Various Other assets / liabilities (8.8) (0.16) (8.6)% Various Net assets 102.1 1.84 100.0% Cash is primarily held by the Master Fund COMPANY TICKER FOCUS % OF NAV NAV/SHARE CONTRIBUTION (£) HELD BY TOTAL VALUE (£m) COMPANY TICKER FOCUS % OF NAV NAV/SHARE CONTRIBUTION (£) HELD BY TOTAL VALUE (£m) 28 | 2016 REALISATION SHARES Allocation of NAV by company at 31 December 2023 Based upon the Company’s indirect investments in the Portfolio Companies through its interest in the Master Fund, the Company’s total NAV attributable to 2016 realisation shareholders as at 31 December 2023 is broken down as follows: Allocation of NAV by company at 31 March 2024 Based upon the Company’s indirect investments in the Portfolio Companies through its interest in the Master Fund, the Company’s total NAV attributable to 2016 realisation shareholders as at 31 March 2024 is broken down as follows: Allocation of Net Asset Value Quoted investments Zegona Communications plc ZEG Communications 0.2 0.22 5.4% Master Fund Unquoted investments Silvercloud Holdings Limited (Le Chameau) Unlisted Luxury Goods 2.4 3.51 85.6% Master Fund Total value 2.6 3.73 91.0% Cash 0.8 1.12 27.4% Various Other assets / liabilities (0.6) (0.75) (18.4)% Various Net assets 2.80 4.10 100.0% Quoted investments Zegona Communications plc ZEG Communications 0.2 0.27 6.5% Master Fund Unquoted investments Silvercloud Holdings Limited (Le Chameau) Unlisted Luxury Goods 2.4 3.51 85.6% Master Fund Total value 2.6 3.78 91.5% Cash 0.8 1.10 26.8% Various Other assets / liabilities (0.5) (0.75) (18.3)% Various Net assets 2.8 4.12 100.0% COMPANY TICKER FOCUS % OF NAV NAV/SHARE CONTRIBUTION (£) HELD BY TOTAL VALUE (£m) COMPANY TICKER FOCUS % OF NAV NAV/SHARE CONTRIBUTION (£) HELD BY TOTAL VALUE (£m) WWW.MARWYNVALUE.COM | 29 2021 REALISATION SHARES Allocation of NAV by company at 31 December 2023 Based upon the Company’s indirect investments in the Portfolio Companies through its interest in the Master Fund, the Company’s total NAV attributable to 2021 realisation shareholders as at 31 December 2023 is broken down as follows: Allocation of NAV by company at 31 March 2024 Based upon the Company’s indirect investments in the Portfolio Companies through its interest in the Master Fund, the Company’s total NAV attributable to 2021 realisation shareholders as at 31 March 2024 is broken down as follows: Allocation of Net Asset Value Quoted investments AdvancedAdvT Limited ADVT Software 0.09 0.26 13.6% Master Fund Marwyn Acquisition Company II Limited MAC2 Financial, Consumer, Technology 0.06 0.17 8.9% Master Fund Marwyn Acquisition Company III Limited MAC3 Various 0.06 0.17 8.9% Master Fund Zegona Communications plc ZEG Communications 0.06 0.15 7.8% Master Fund 450 plc 450 Content, Media, Technology 0.03 0.09 4.6% Master Fund Unquoted investments Silvercloud Holdings Limited (Le Chameau) Unlisted Luxury Goods 0.17 0.48 25.0% Master Fund Total value 0.47 1.32 68.8% Cash 0.26 0.73 37.7% Various Other assets / liabilities (0.03) (0.12) (6.5)% Various Net assets 0.70 1.93 100.0% Quoted investments AdvancedAdvT Limited ADVT Software 0.13 0.36 17.7% Master Fund Zegona Communications plc ZEG Communications 0.07 0.19 9.1% Master Fund Marwyn Acquisition Company II Limited MAC2 Financial, Consumer, Technology 0.06 0.17 8.4% Master Fund Marwyn Acquisition Company III Limited MAC3 Various 0.06 0.17 8.4% Master Fund 450 plc 450 Content, Media, Technology 0.03 0.09 4.4% Master Fund Unquoted investments Silvercloud Holdings Limited (Le Chameau) Unlisted Luxury Goods 0.18 0.50 24.4% Master Fund Total value 0.53 1.47 72.4% Cash 0.26 0.72 35.7% Various Other assets / liabilities (0.06) (0.16) (8.1)% Various Net assets 0.73 2.03 100.0% COMPANY TICKER FOCUS % OF NAV NAV/SHARE CONTRIBUTION (£) HELD BY TOTAL VALUE (£m) COMPANY TICKER FOCUS % OF NAV NAV/SHARE CONTRIBUTION (£) HELD BY TOTAL VALUE (£m) 30 | WWW.MARWYNVALUE.COM | 31 Environmental, Social and Governance ESG and our Investments The Company’s investments comprise predominantly of listed acquisition companies (with listings on the Main Market and quotations on AIM), a number of which are yet to acquire platform targets, alongside two non-listed investments. Marwyn will continue to support the portfolio companies as they adjust to the evolving regulatory and legislative ESG landscape as it applies both before and after the completion of their platform acquisitions. ESG at the Manager We are a small team, and our people are fundamental to our business. We are committed to providing an inclusive and collaborative place to work where people are recognised and rewarded for delivering on our strategic ambitions and values (including sound and effective risk management) and incorporating measures to avoid conflicts of interest and excessive risk taking. Our incentive scheme ensures that the team are aligned with the Company’s shareholders, whilst providing an incentive that allows us to hire and retain the best talent. Our dynamic team includes people with a range of qualifications, backgrounds, and expertise. We have a highly qualified team and foster a culture of continued learning and development to keep our team at the forefront of market practices. The health and wellbeing of our team is imperative. Alongside encouraging a work-life balance, we have an on-site gym offering personal training sessions and support sporting pursuits. We are mindful of our place in the communities in which we work and live and encourage our team to contribute and give back. Our partners work with a handful of schools in North London, providing students with presentations on what a job in investment management entails, as well as one- on-one mentoring, interview practice and work experience at the Manager. We also operate the Marwyn Trust which provides financial support to charities both in the UK and further afield. The Marwyn Trust The Marwyn Trust was formed in 2009 by Marwyn’s partners and was established to make donations from Marwyn and associated companies and individuals to charitable institutions at the discretion of the trustees. The Trust has recently donated to charitable institutions working with the underprivileged and in the fields of education, healthcare, economic development and supporting individuals in the arts profession. During 2023, The Marwyn Trust continued to build on its longstanding relationship with the Sumbandila Scholarship Trust (“Sumbandila”). Sumbandila provides full scholarships to private schools, as well as an educational outreach program to children living in rural areas in South Africa. This aims to transform the lives of underprivileged children, creating entrepreneurs and leaders who will make significant contributions to the future of South Africa. Marwyn management have built strong relationships with Sumbandila, with the partners having taken numerous trips to visit the charity in South Africa. 32 | The Marwyn Trust Environmental, Social and Governance WWW.MARWYNVALUE.COM | 33 Capital Distributions, NAV and Discount Management As is common to many investment companies, the Company’s shares have typically traded at a discount to their underlying NAV. The average discount to NAV of the Company’s ordinary shares during the year was 47.05%, compared to the equivalent 37.4% average in the prior year. The discount range was 42.3% to 54.3%. The Company has a range of features and policies that the Board believes act to mitigate the overall discount level: Dividend Policy: the Company currently pays an annual dividend of 9.06p per ordinary share, paid in equal quarterly installments, which equates to a dividend yield of over 11.2% based on the Company’s ordinary share price as at 31 December 2023. Profit Distribution Policy: the Company currently distributes 50% of investment profits as and when realised to ordinary shareholders, to the extent this has not been returned already through dividends or buy-backs. Further information on these policies is provided below. Realisation Classes: every five years the Company allows ordinary shareholders to convert their shares into a new series of realisation shares. On disposal of an investment, save for reasonable working capital requirements, all proceeds are returned directly to shareholders allowing them to ultimately receive 100% of the underlying NAV. The next Realisation Class offer is scheduled to be made available to ordinary shareholders in November 2026. The Board believes that the combination of these measures provides shareholders with potentially substantial returns of capital as demonstrated by the data below. Realisation Share Performance Capital Returns and Distributions Since Inception Realisation Class 2016 2021 MVIR MVR2 Ticker +5.0% +4.2% Period TSR 12 +204.3% +193.1% Inception to date TSR 13 +4.7% +8.6% 409.6p 193.0p Nav per share £2.8m £0.7m Net Assets 89.4% 0.0% NAV distributed SINCE INCEPTION 15 For the year ended 31 December 2023 Dividends and buybacks 16 £63.3m Capital returns £25.9m Total distributions £89.2m Total Capital returns £16.4m Dividends and buybacks £63.3m Capital returns £42.3m Total Since inception £105.6m Ordinary Shares Combined Realisation Classes 12 For the realisation share classes, shareholder total return is calculated as the movement in total shareholder value, including all distributions made to realisation shareholders over the relevant period. 13 Realisation Class inception to date is calculated based on the ordinary share performance up to the date the ordinary shares were converted to the relevant Realisation Class, then shareholder total return of the relevant Realisation Class from that date. 14 Realisation Class shareholder total return from creation of class represents total shareholder return for the relevant class from the date that ordinary shares were converted to realisation shares for each class. 15 Calculated as total distributions as a percentage of Net Assets on creation of each class. 16 Includes the dividend paid to ordinary shareholders in February 2024. TSR from creation of Class 14 34 | Ordinary Share Distribution Policy The Company’s Ordinary Share Distribution Policy is comprised of two parts: 1. Minimum annual return Policy The Company will deliver a minimum annual return to shareholders by making distributions in each quarter. Pursuant to the Ordinary Share Distribution Policy, in each year the Minimum Annual Distribution will be maintained or grown on a pence per share basis. In circumstances where the Board decides to make a dividend payment which cannot be funded by income received by the Master Fund or MVI II LP, the Master Fund may make distributions from the capital attributable to ordinary share interests to enable the Company to meet its obligations. Any distribution of the minimum annual return may be made by way of: (i) repurchases of ordinary shares; (ii) by payment of dividends; or (iii) a combination of both. Implementation Following consultations with the Company’s significant shareholders on the implementation of this policy, the Board determined that, from the start of 2021, the most suitable method to satisfy the minimum distribution was through the payment of dividends rather than through share repurchases. Interim dividends of 2.265p per ordinary share were paid in February, May, August, and November 2023, each being a total payment of £1,256,857. These payments have continued in 2024, with an interim dividend of 2.265p per ordinary share paid in February 2024. 2. Returns following Net Capital Gains Policy Where the Master Fund or MVI II LP disposes of an asset for a Net Capital Gain and the Company has not already returned to ordinary shareholders an aggregate amount since 19 November 2013 in excess of 50 per cent of that gain and any previous such gains pursuant to the Ordinary Share Distribution Policy (Minimum Annual Distribution payments referred to above are treated as if they had been returns of gains for this purpose), the Master Fund will distribute the difference to the Company. The Company will, in turn, make a corresponding distribution to ordinary shareholders by way of tender offers, share repurchases or other returns of capital and distributions. Any share repurchases may alternatively be made by the Master Fund and cancelled using the Exchange Procedure described in the Company’s prospectus dated 19 October 2016. Returns following a Net Capital Gain may also be made by way of an extraordinary distribution, where applicable, by adding such amount to the next proposed quarterly dividend (if any), where doing so would not result in a delay as compared to declaring an extraordinary distribution. The balance of any Profitable Realisation, after the payment of any incentive allocation, will be retained in the Master Fund and available for new and follow-on investments and to meet the Master Fund’s reasonable working capital requirements, although all or part of the balance may be used to augment distributions under the Ordinary Share Distribution Policy. There is no adjustment, or offset, of any Net Capital Gains for any investments realised at a loss. Implementation Since the last distribution of Net Capital Gains made under this section 2 of the Ordinary Share Distribution Policy following the disposal of the investment in Entertainment One, a total of over £51.5 million has been returned to ordinary shareholders (including the February 2024 dividend) compared to realised gains attributable to ordinary shareholders totaling £34.2 million (50% of which is £17.1 million). Accordingly, the Company has, to date, distributed £34.4 million in excess of what would be required under this policy, and realised gains attributable to ordinary shareholders in excess of £68.8 million will be needed before any return on a Profitable Realisation is made. Since implementation in November 2013, over £78.5 million has been returned to shareholders under the Ordinary Share Distribution Policy. For the avoidance of doubt, the Company’s Ordinary Share Distribution Policy applies only to the ordinary shares. The 2016 realisation shares and 2021 realisation shares carry no rights to participate in the Company’s Ordinary Share Distribution Policy. Capital Distributions, NAV and Discount Management WWW.MARWYNVALUE.COM | 35 Fund Structure and Investment Policy Status and Activities The Company is a closed-ended investment company registered by way of continuation in the Cayman Islands (registered number MC-228005). The rights of shareholders are governed by Cayman law and the Articles. The rights of shareholders are governed by Cayman law and the Articles. These rights may differ from the rights and duties owed to shareholders in a company incorporated in the UK. The Company was admitted to trading as a closed- ended investment company on the Specialist Fund Market (the precursor to the Specialist Fund Segment) on 8 December 2008. Fund Structure The Company is a feeder fund which has invested substantially all of its assets into limited partnership interests in the Master Fund. The Company has no redemption rights for its investment in the Master Fund. The Master Fund has invested in a second master fund, MVI II LP, a private equity fund structure through which the majority of the Master Fund’s investments attributable to ordinary shareholders are made. Assets attributable to the 2016 realisation shareholders and 2021 realisation shareholders (each a “Realisation Pool”) are held directly by the Master Fund. A look-through breakdown of the NAV attributable to the ordinary, 2016 realisation and 2021 realisation shareholders along with ownership of the assets is detailed in the Allocation of Net Asset Value section of this Annual Report. The structure of the Marwyn Funds, as detailed in the structure chart below has evolved since inception to provide access to a wider investor base. The Company was added as a feeder to the Master Fund to allow access to public market investors through the Company’s listing on the Specialist Fund Segment and MVI II LP was launched to provide access to private equity investor capital. The Portfolio Company investments of MVI II LP are held by MVI II Holdings I LP, which aggregates the investments of MVI II LP and its stapled co-investment vehicle, MVI II Co-Invest LP. Marwyn Value Investors Limited Listed on Specialist Fund Segment of the London Stock Exchange Marwyn Value Investors LP The “Master Fund” Marwyn Value Investors II LP “MVI II LP” 2016 Realisation Shares Ordinary Shares “2016 Realisation Pool”“Main Pool” “2021 Realisation Pool” Portfolio Company Investment Portfolio Company Investment Silvercloud Holdings Limited (Le Chameau) 2021 Realisation Shares 100% of 2021 Realisation Pool 100% of 2016 Realisation Pool >99.9% Main Partnership ˜ 83% Ownership Portfolio Company Investment 36 | Fund Structure and Investment Policy Investment Objective The investment objective of the Company is to maximise total returns primarily through the capital appreciation of its investments. Investment Policy There are no investment restrictions applicable to the Company or the Master Fund. MVI II LP has the following investment restrictions: • no investment can exceed 30% of the MVI II LP limited partners’ aggregate commitments at the time of investment; • it cannot engage in derivative trading except to hedge or enhance an investment in an existing or prospective Portfolio Company; • it cannot invest in any blind-pool investment fund; and • it may recycle distributed capital, up to an amount equal to 100% of the partners’ aggregate commitments, which may only be used to acquire assets, and not pay fees. The Master Fund and MVI II LP invest either directly or indirectly into the Portfolio Companies. The Master Fund (with the exception of the classes attributable to realisation shareholders) and MVI II LP (during its investment period being five years from the final close on 31 March 2019) are permitted to make follow-on investments into the Portfolio Companies and invest in new Portfolio Companies. In the case of capital relating to the Company’s realisation shares, the Master Fund is only permitted to invest cash in follow- on investments in the Portfolio Companies within three years of creation of a Realisation Class which for the 2016 Realisation Class expired in November 2019 and for the 2021 Realisation Class runs to November 2024. The Master Fund also has an express power to use cash to acquire the Company’s shares at a discount to their NAV for cancellation. Any such acquisitions and cancellations will be NAV enhancing for the continuing holders of ordinary shares. The use of such power is periodically reviewed by the Manager and the Board. The assets attributable to each Realisation Pool are managed with a view to maximising investment returns, realising investments and making distributions to the holders of the relevant class of realisation shares as realisations are made. A Realisation Pool is permitted to invest cash allocated to it upon its creation in follow-on investments into existing Portfolio Companies made within three years of the creation of the Realisation Pool. Unlike the investment policy in respect of the assets relating to ordinary shareholders, cash generated on the sale of an investment in a Realisation Pool may not be re-invested and is, subject to amounts held back for reasonable working capital requirements, distributed to the relevant class of realisation shareholders. Portfolio Company Costs Entities within the Marwyn group may provide services to the Portfolio Companies indirectly invested in by the Company. These services include, but are not limited to, corporate finance advisory, transactional support, company secretarial, administrative and accounting services. Fees for any services provided are negotiated and agreed with the independent management teams operating each Portfolio Company (once appointed) and are in accordance with any regulatory or corporate governance requirements, as applicable. There is no obligation for any Portfolio Company to use the services offered by the Marwyn group and third party service providers could be, and frequently are, used. Due to the shareholdings that the Marwyn Funds have in the Portfolio Companies and directorships that the Marwyn principals have on their boards, Marwyn group entities are invariably considered to be ‘related parties’ to the Portfolio Companies and as such, all fees payable to Marwyn entities are fully disclosed in the Portfolio Companies’ audited accounts, with all contracts deemed ‘significant’ also being disclosed in any Portfolio Company admission document or prospectus. The Portfolio Company costs indirectly borne by the Company are proportional to the Company’s indirect holding in each Portfolio Company. The holding in each as at the balance sheet date is disclosed in the Look-through Portfolio Information section of this Annual Report. WWW.MARWYNVALUE.COM | 37 Report of the Directors TheDirectorswhoservedduringtheyear and to the date of this report were: Robert Ware CHAIRMAN Martin Adams SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR The Directors present their Annual Report and the audited financial statements for the year ended 31 December 2023. Victoria Webster INDEPENDENT NON-EXECUTIVE DIRECTOR Peter Rioda INDEPENDENT NON-EXECUTIVE DIRECTOR 38 | Report of the Directors Robert Ware (Non-Executive Chairman) Committee membership: Nomination Committee – Chairman Date of appointment: 3 October 2006 Robert qualified as a member of the Institute of Chartered Accountants in England and Wales with Peat Marwick. He served as a Director of Development Securities PLC between 1988 and 1994, filling the roles of Joint Managing Director and Finance Director in the latter stage of his tenure. Robert served first as corporate development director and then as deputy chief executive of MEPC between June 1997 and June 2003. MEPC was the fourth largest property company quoted on the LSE until September 2000, when Leconport Estates, a company jointly owned by clients of Hermes Pensions Management Limited and GE Real Estate, took the company private. During his tenure at MEPC, Robert and the team realised over £6 billion of international properties and invested over £2 billion, mainly in the UK. Prior to joining MEPC, Robert served as a director of Development Securities plc between 1988 and 1994. Robert is currently chief executive officer of The Conygar Investment Company PLC, an AIM quoted property investment and development company formed in 2003 by Robert and members of the ex-MEPC team. The Nomination Committee’s considerations on Robert’s tenure are included in the ‘Nomination Committee’ section of the Report of the Directors. Peter Rioda (Independent Non-Executive Director) Committee membership: Audit Committee – Member Nomination Committee – Member Remuneration Committee – Member Date of appointment: 9 July 2020 Peter is a qualified chartered accountant and independent non-executive director with over 25 years of industry experience who specialises in the establishment and management of alternative investment funds. He successfully established and developed Sanne Group’s fund administration business between 2006 and 2016 exiting following its IPO in 2015. He has strong investment, risk management, governance and compliance skills acquired through directorships on a wide range of regulated and unregulated fund structures. Peter is the independent non-executive chairman of Marwyn General Partner II Limited (the general partner of MVI II L.P.). Marwyn General Partner II Limited is not a Marwyn operating company and is regulated by the Jersey Financial Services Commission. It is a special purpose company whose role is to act as a general partner to MVI II LP, the fund into which the ordinary shares are ultimately invested. Peter’s role as an independent director of Marwyn General Partner II Limited provides him with insight on Marwyn’s investment process. The Board considers that this provides increased oversight and transparency into the investment structure and enhances the role Peter plays on the Board, without impugning his independence as a Director. As such, the Board has determined him to be independent of Marwyn and any shareholders of the Company. Martin Adams (Senior Independent Non-Executive Director) Committee membership: Remuneration Committee – Chairman Audit Committee – Member Nomination Committee – Member Date of appointment: 8 May 2015 Martin has served for over 30 years in executive and non- executive capacities, both as chairman and director of over 20 closed-end funds and fund-invested operating companies listed on European stock exchanges; and on the boards of fund management companies. His investment experience encompasses private equity, property, infrastructure and renewables assets, predominantly in Asia and Europe. Prior to serving on the boards of listed funds, he founded Vietnam Fund Management Company, raised and managed the first institutional investment fund for Vietnam and has been involved as a director, manager or sponsor of 11 investment funds and managers in Vietnam. Martin is currently the Chairman of Eastern European Property Fund Limited and a non-executive director of National Investment and Infrastructure Fund Limited in India and Metage Funds Limited. He started his career with the Lloyds Bank group, where he was based in the UK, Hong Kong, Portugal and the Netherlands. In July 2020, Martin was appointed as Senior Independent Director of the Company. Victoria Webster (Independent Non-Executive Director) Committee membership: Audit Committee – Chairman Nomination Committee – Member Remuneration Committee – Member Date of appointment: 9 July 2020 Victoria is a fellow of the Institute of Chartered Accountants in England and Wales having qualified with PriceWaterhouseCoopers. She has worked in Guernsey, London and New York, specialising in the audit of alternative investment funds. Victoria is the Managing Director of a Guernsey based independent chartered accountancy and audit practice, Cleland & Co Limited, which specialises in providing a range of services to owner-managed companies and regulated entities across all sectors. WWW.MARWYNVALUE.COM | 39 Report of the Directors Directors’ Interests The Directors’ interests in the ordinary shares of the Company were as follows as at 31 December 2023 and 31 December 2022. Ordinary Shares Ordinary Shares 2023 2022 Robert Ware 500,000 500,000 Martin Adams 40,000 40,000 Peter Rioda 20,000 10,000 Victoria Webster Nil Nil There has been no change in the Directors’ holdings between 31 December 2023 and the date of approval of these financial statements. The Directors’ interests in both the 2016 realisation shares and 2021 realisation shares of the Company were nil as at 31 December 2023 (2022: nil) and to the date of the approval of these financial statements. The Board has put in place measures to ensure that the requirements of MAR are adhered to by the Board, relevant personnel at the Manager, and their respective “persons closely associated” within the meaning of MAR. Results The results attributable to the shareholders for the year are shown in the Statement of Comprehensive Income. Share Capital As at 31 December 2023, the Company had 55,490,360 ordinary shares in issue (2022: 55,490,630), 684,006 2016 realisation shares in issue (2022: 933,070), and 360,482 2021 realisation shares (2022: 360,482). Manager The Manager is responsible for the implementation of the investment policy of the Company and has overall responsibility for the management of the investments of the Company. The Manager reports to the Board at each quarterly Board meeting regarding the performance of the Company’s investment portfolio, which provides the Board with an opportunity to review and discuss the implementation of the investment policy of the Company. The Board reviewed and evaluated the performance of the Manager during the year to 31 December 2023 and having considered the role that the Manager performs across the Marwyn Funds, has determined that the Company’s continued appointment of the Manager remains appropriate. The management agreement governing the Company’s appointment of the Manager allows for the investment strategies that the Manager may employ to be in any securities, instruments, obligations, guarantees, derivative instrument or property of any nature in which the relevant vehicle is empowered to invest and as contemplated by its investment policy. The Manager is entitled to a management fee, payable by the Company in arrears, equal to 1/12th of 2% per month of the NAV from the Company where such investment is not in the Master Fund. As the Company’s investments are all through the Master Fund, the Company does not currently pay a management fee to the Manager and will not do so for as long as all investments are through the Master Fund. The Manager receives a management fee from the Master Fund, payable monthly in arrears, equal to 1/12th of 2% of the NAV before management fees and incentive allocations in respect of Class F, Class R(F)1, Class R(G)1 and Class R(F)2 interests of the Master Fund into which the Company invests. From 30 November 2018, being two years after the creation of the 2016 Realisation Pool, the management fee on the 2016 realisation share interests (being Classes R(F)1 and R(F)2) is calculated by reference to NAV before management fees and incentive allocation less the aggregate value of cash and near cash investments attributable to the realisation share interests. From 30 November 2023, being two years after the creation of the 2021 Realisation Pool, the same calculation applied to the management fee on the 2021 realisation share interests. Directors’ Remuneration The emoluments of the individual Directors for the year were as follows: 2022 £ 50,000 45,000 35,000 35,000 165,000 2023 £ 50,000 45,000 35,000 35,000 165,000 Robert Ware Martin Adams Peter Rioda Victoria Webster Directors’ fees are paid directly from the Master Fund. The above fees do not include reimbursed out-of-pocket expenses. 40 | Report of the Directors The Manager may, at its discretion, pay from the management fee to any person to which it has delegated any of the functions it is permitted to delegate. Aztec Financial Services (Jersey) Limited as administrator to the Master Fund, calculates the management fee payable to the Manager by the Master Fund. The Manager is also entitled to reimbursement of certain expenses incurred by it in connection with its duties. The Company does not pay any management fee or carried interest charge as a result of its indirect investment in MVI II LP through the Master Fund. Incentive Allocation Incentive allocations are due from the Master Fund in respect of interests in Class F, Class R(F)1, Class R(G)1 and Class R(F)2 into which the Company invests. These incentive allocations are only payable on returns being made to shareholders as disclosed in Part II, section 6 of the Company’s most recent prospectus dated 19 October 2021. This prospectus is available on the Company’s website at https://www.marwynvalue. com/company-information/documents. The incentive allocations are deducted from the Gross Asset Value of the Master Fund in deriving the NAV. The NAV is used to calculate the value of the Company’s holding in the Master Fund. WWW.MARWYNVALUE.COM | 41 Report of the Directors Marwyn Management and Employees of which, individual holding above 3% Marwyn Long Term Incentive LP Other shareholders holding less than 3% Armstrong Investments Limited Pula Investments Limited Cenkos CI Limited 1607 Capital Partners, LLC Barclays Converted Investments No 2 Limited Octopus Investments Limited Charles Stanley & Co Premier Fund Managers Limited Quai Trustees Limited Marwyn Management and Employees of which, individual holding above 3% James Corsellis Other shareholders holding less than 3% Armstrong Investments Limited Pula Investments Limited Cenkos CI Limited 1607 Capital Partners LLC Barclays Converted Investments No 2. Limited Octopus Investments Limited Charles Stanley & Co Quai Trustees Limited 6,315,440 4,675,438 1,640,002 11,835,000 4,500,000 3,907,785 3,864,953 3,409,090 2,740,000 2,437,566 2,353,433 1,772,613 6,875,440 5,728,311 1,147,129 11,600,000 4,500,000 3,912,128 3,841,963 3,409,090 2,740,000 2,281,616 1,788,568 11.17 8.27 2.90 20.93 7.96 6.91 6.84 6.03 4.85 4.31 4.16 3.14 12.16 10.13 2.03 20.52 7.96 6.92 6.80 6.03 4.85 4.04 3.16 Substantial Shareholdings At 31 December 2023 the Company was aware of the following interests in 3% or more of the total voting rights of the Company. At 31 March 2024 the Company was aware of the following interests in 3% or more of the total voting rights of the Company. NUMBER OF SHARES NUMBER OF SHARES PERCENTAGE OF TOTAL VOTING RIGHTS PERCENTAGE OF TOTAL VOTING RIGHTS 42 | Report of the Directors Auditor Baker Tilly Channel Islands Limited (“BTCI”) was appointed by shareholder resolution at the first AGM following their appointment on 3 December 2020. BTCI has expressed its willingness to continue to act as auditor to the Company and a resolution for its re-appointment will be proposed at the forthcoming AGM. Audit fees for the year ended 31 December 2023 for the Company total £29,730. No qualifying non-audit services, as contemplated in the FRC Ethical standards for Auditors, were provided by BTCI for the Company or any of the Company’s associated underlying fund entities in the year. The Audit Committee does not have any reason to believe that BTCI did not conduct an effective audit. Expenses All Company-related expenses are paid by the Master Fund and allocated to the relevant Master Fund class interest as described in Note 3.8 to the financial statements. A summary of costs ultimately incurred by both the ordinary shareholders and realisation shareholders is included in the ‘Key Information Documents’, located on the ‘Documents’ section of the Company’s website at https://www.marwynvalue.com/company- information/documents. The Board, alongside the Manager, regularly review the structure, operations and costs of the Company and the wider fund group to ensure that the structure remains appropriate for the ongoing business whilst striving to improve operational efficiency and manage costs. Annual General Meeting The notice of the AGM will be issued separately to shareholders in due course. Corporate Governance As a company registered in the Cayman Islands and subject to the rules of the Specialist Fund Segment, the Company is not required to comply with the UK Corporate Governance Code published by the Financial Reporting Council. The Directors, however, recognise the importance of maintaining sound corporate governance that meet the listing requirements and so seek to ensure that the Company adopts a framework for corporate governance, including policies and procedures which reflect those principles of good corporate governance that are appropriate to the Company’s size and status as an investment company and are in line with the best practices in relation to matters affecting shareholders, communities, regulators and other stakeholders of the Company. The Company is a member of the AIC and the Board has considered the principles and recommendations of the AIC Code. The AIC Code sets out a framework of best practice in respect of the governance of investment companies. It has been endorsed by the UK Financial Reporting Council. The AIC Code is available on the AIC’s website (www.theaic.co.uk). The Board considers that reporting against the principles and provisions of the AIC Code provides the most relevant information to shareholders given that the Company is an externally managed investment company. Apart from establishing an internal audit function and complying with the requirements for the Board composition and the re-election of the Directors as set out in this report, the Company has complied with the principles and provisions of the AIC Code. Board Composition and Meetings The Chairman, Robert Ware, is not considered to be independent due to his tenure as Chairman and him having interests in, and having other directorships within, the Marwyn group. As detailed more fully in the ‘Nomination Committee’ section later in the Report of the Directors, the Nomination Committee believes that Robert’s high level and range of business knowledge, financial experience and integrity enables him to provide clear and effective leadership and, in conjunction with his fellow Directors, proper stewardship of the Company. The Company’s independent non-executive Directors are of the view that Robert’s position as Chairman ensures the smooth running of the business and a co-operative and aligned relationship with the Manager. Peter Rioda and Victoria Webster are considered to be independent in terms of their respective directorships. Whilst Martin Adams and Peter Rioda have a beneficial interest in the Company as detailed in the ‘Directors’ Interests’ section of this report, this is not considered to impugn on their independence, and serves to further align the interests of the Directors with those of shareholders. WWW.MARWYNVALUE.COM | 43 Report of the Directors Martin Adams is the Company’s senior independent director, providing a sounding board for the Chairman and serving as an intermediary for the other Directors and shareholders. He is also responsible for leading the annual appraisal of the Chairman’s performance. From May 2024, Martin Adams will be in his ninth year of appointment as a Director of the Company. As detailed more fully in the ‘Nomination Committee’ section later in the Report of the Directors, the Nomination Committee believes that independence is not only determined by time served on the Board and considers Martin Adams tenure does not affect his independence. The Board has adopted a policy on tenure which requires the Nomination Committee to annually consider the appropriateness of the tenure of the Chairman and each Director alongside the skills, experience and knowledge the Directors bring to the Board, as detailed in the Nomination Committee section of this report. In line with the guidance provided by the AIC Code, the Board recognises that whilst the Company should benefit from a periodic infusion of new appointments to the Board (demonstrated by the 2020 appointments of Peter Rioda and Victoria Webster), investment companies are more likely, compared to other companies, to benefit from having directors with considerably longer experience, as is the case with Robert Ware, the Chairman and Martin Adams, the Senior Independent Director. When assessing the board composition include continuity, self-examination and the ability to do the job are all considered. One-third, or the nearest number to one-third, of the Directors shall retire and offer themselves for re-appointment at each AGM in accordance with the Articles, facilitating the Board’s stability and decision making ability. All Directors are re-elected at the next AGM following their appointment and thereafter retire by rotation, subject also to the requirement that all Directors are required to offer themselves for re- election at least every three years. The Board meets on a quarterly basis to consider, among other things, the investment performance and associated matters, such as marketing and investor relations, risk and portfolio management, the suitability of the investment policy, performance of the share price as well as NAV performance and any discount between the share price and the NAV, the shareholder profile of the Company and the performance and cost of service providers, to ensure control is maintained over the Company’s affairs. Regular ad hoc informal meetings are also held with the Manager principally to review the performance of the investments and material events affecting the Company. The Company Secretary is responsible for distribution of board papers in a timely manner at least seven days prior to the Board or committee meetings. The Board ensures that the information received for the board or committee meetings is of an appropriate quality to enable it to discharge its responsibilities. The Directors bring both significant professional expertise in the management of funds and commercial operating experience, having managed businesses across a wide range of industries and economic environments. The Board consists of a majority of independent non-executive Directors. The Chairman, in his role of leading the Board, managing Board meetings, and encouraging constructive challenge between Board members is central to setting the tone from the top and fostering a culture of openness and honesty. This is mirrored in the relationships the Board has developed with the Company’s service providers. The Directors have access to the advisers of the Company and where deemed necessary to discharge their responsibilities properly, may seek independent professional advice at the Company’s expense. The Board meets regularly with the Manager throughout the year at each quarterly board meeting and at any ad hoc Board or informal meetings held dependent on the investment activity of the funds through which the Company directly or indirectly invests. The Board provides constructive challenge as well as honest and frank feedback on significant portfolio activity, contributing independent viewpoints and scrutiny to the investment process. The Board also conveys shareholder feedback to the Manager ensuring the interests of shareholders as a whole are a primary consideration for all investment decisions. The Board-level governance arrangements and relationship with the Manager facilitate the sustainability of the Company’s business model and investment strategy. The Board evaluates its performance through completion of annual confidential questionnaires with the results reported to the Nomination Committee. The Board also considers the tenure and independence of each Director, at least annually, via discussions at the Nomination Committee meetings. 44 | Report of the Directors Culture The Board is acutely aware that the Company’s culture needs to clearly align with the Company’s purpose, value, and strategy. The Company is small and, as at the date of these financial statements, consists of four Directors. The Company culture is therefore set by the Board and demonstrated through Board interaction and in turn the relationships the Board develops with service providers and, in particular, the Manager. Remuneration plays a role in impacting the Company’s behaviour and culture. The Remuneration Committee has reviewed the Company’s remuneration policy and Director remuneration, and as a result of this review, an increase to the Director remuneration was proposed, with effect from 1 January 2024, as detailed more fully in the ‘Remuneration Committee’ section later in the Report of the Directors. This is to ensure that the remuneration is aligned with the Company’s culture, and that remuneration is at a level to attract individuals of a calibre appropriate to the Company’s future development, without compromising Director independence. Shareholder and Stakeholder Engagement The Chairman regularly meets with representatives of the Manager and is in regular communication with his fellow Directors. In addition, the Board maintains open and frequent communication with the Manager, Administrator and Broker throughout the year so that any ad hoc items for the Board’s consideration are able to be considered in a timely manner by all members of the Board. The Chair of the Audit Committee has regular communication with the auditor. The Company welcomes the views of shareholders and places great importance on communication with its shareholders. The Chairman, the Senior Independent Director and the remaining independent Directors are always available for communication with shareholders, with the Chairman and Senior Independent Director regularly meeting with the Company’s major shareholders and all shareholders have the opportunity, and are encouraged, to attend and vote at the AGMs of the Company, during which the Board and the Manager will be available to discuss issues affecting the Company. The Board is regularly informed of shareholders’ views via updates from the Manager and Broker as to meetings and other communications they may have had with shareholders. Key Service Providers The Board is responsible for reviewing all major service providers of the Company annually which includes the Manager. At the Board Meeting of the Company in December 2023, the Board assessed and reviewed the performance of all key service providers. The Board considers that the current arrangements are appropriate for the Company and the continued appointments of all key service providers have been approved by the Board. WWW.MARWYNVALUE.COM | 45 Report of the Directors Board Committees The Company uses a number of committees to manage its operations. Each committee has formal written terms of reference, which clearly define their responsibilities and are reviewed and reassessed for their adequacy on an annual basis. The terms of reference of each committee are available on the Company’s website. Audit Committee The Audit Committee comprises all the independent non-executive Directors and meets at least twice a year. As Robert Ware is a chartered accountant and has significant investment company experience, the Board values his input and so he is ordinarily invited to attend committee meetings as an observer. Victoria Webster, a chartered accountant, is Chairman of the Audit Committee. The Audit Committee provides a forum through which the Company’s auditor has access to and can report to the Board. Its functions relate to the Company only and do not apply to the Master Fund, MVI II LP or any other vehicle. The Audit Committee has no reason to consider the auditor to be non-independent and will continue to review the relationship and assess independence. The Audit Committee performs the following functions: • selection of the statutory auditor and making recommendations relating to the appointment of the statutory auditor to the Board; • monitoring the financial reporting (including cash and securities reconciliations) process and submitting recommendations or proposals to the Board in order to ensure the integrity of that process; • monitoring the statutory audit of the Company’s annual financial statements and the performance of the Company’s auditor, taking into account any findings and conclusions by the Financial Reporting Council under article 26 (6) of Regulation 538/2014 (the “Audit Regulation”); • reviewing and monitoring auditor independence in accordance with paragraphs 2(3), 2(4), 3 to 8 and 10 to 12 of Schedule 1 to the Statutory Auditors and Third Country Auditors Regulations 2016 (SI 2016/649) and article 6 of the Audit Regulation, and in particular the appropriateness of the provision of non-audit services to the issuer in accordance with article 5 of the Audit Regulation; • informing the Board of the outcome of the statutory audit and explaining how the statutory audit contributed to the integrity of the financial reporting process and what role the Audit Committee played in that process; and • keeping under review the adequacy and effectiveness of the Company’s internal financial controls and internal control and risk management systems. Attendance Record: The number of meetings which each Committee member is eligible to attend is shown below along with the number of meetings held over the year or since the date of their appointment or prior to the date of their resignation. Director: Held Attended Held Attended Held Attended Held Attended Robert Ware 4 4 2 2 2 2 2 2 Martin Adams 4 4 2 2 2 2 2 2 Peter Rioda 4 4 2 2 2 2 2 2 Victoria Webster 4 4 2 2 2 2 2 2 Remuneration Committee Nomination Committee Audit Committee Quarterly Board During the year a further two ad hoc Board Committee meetings and two ad hoc Audit Committee meetings were held to deal with matters substantially of an administrative nature and these were attended by those Directors available. Whilst Robert Ware is not a member of either the Audit or Remuneration Committees, he has been invited to, and attended, each Audit Committee and Remuneration Committee meeting held in the year as a non-member. 46 | Report of the Directors During the year, the Audit Committee met four times, the key matters discussed included the review and consideration of: • the Audit Committee’s terms of reference including a review of the terms of reference against the requirements of the Minimum Standard; • the Company’s annual financial statements for the year ended 31 December 2022 and interim financial statements for the six-month period ended 30 June 2023, including review of the RNS announcements released in connection with these accounts; • the independence of the auditor and the effectiveness of the audit; • the Company’s policy and procedures, including compliance arrangements in relation to anti- bribery and corruption and whistleblowing; • the Company’s cash flow and reconciliation to bank statements and custody positions; • the need for an internal audit function; and • cash flow management and the payment control processes and procedures. The Audit Committee concluded that an internal audit function is not required as all of the Company’s day- to-day management and administrative functions are outsourced to regulated third parties. Nomination Committee The Nomination Committee comprises all the Directors, resulting in a majority of the members of the committee being independent non-executive directors whilst retaining access to the knowledge and experience of Robert Ware, who chairs the committee. The Nomination Committee meets at least twice a year. Members of the Nomination Committee do not participate in the review of their own position, and further, Robert Ware will not chair a meeting of the Nomination Committee when it is dealing with the matter of succession to the chairmanship of the Board. The function of the Nomination Committee is to consider the appointment and re-appointment of directors. When considering the appointment and re- appointment of directors, the Nomination Committee and the Board consider whether the Board and its committees have a balance of skills, experience, length of service, knowledge of the Company, its diversity, how the Board works together and any other factors relevant to the effectiveness of the Board including if the director or candidate being reviewed has sufficient time to devote to the Company to carry out their duties effectively. Should a new director join the board, then formal induction training would be provided, including meetings with the Chairman, the Senior Independent Director, members of the Nomination Committee, the Manager and any other relevant key advisers, prior to their appointment in order to discuss the Company, the Manager, the responsibilities of a Director of the Company and investment company industry matters. Any new Directors would also meet with the full Board at the earliest opportunity following their appointment. In addition, all Directors have full access to the Administrator, Broker, Manager and legal counsel. The Nomination Committee, on at least an annual basis, considers the performance of the Board, along with the tenure and independence of each Director. An evaluation of the performance of the Board and the Chairman was carried out in 2023 with no significant matters identified, however the Nomination Committee agreed to further consider succession planning for the Company. The Nomination Committee believes there is a suitable combination of experience, knowledge, and skills to operate as an effective Board. The significant level of shareholder engagement from the Chairman, the Senior Independent Director and the two Independent Directors has ensured that shareholders views have been fully understood by the Board and appropriate actions have been taken. The Nomination Committee ensures that the Company remains aligned with corporate governance best practices, especially with respect to the increased focus on diversity. The Nomination Committee acknowledges the importance of diversity, including but not limited to gender as part of the effective functioning of the Board. Where new appointments are required, the Nomination Committee will evaluate applicants to fill vacant positions fairly, and without prejudice, applicants will be assessed on their broad range of skills, expertise and industry knowledge. WWW.MARWYNVALUE.COM | 47 Report of the Directors The Nomination Committee believes that the Board has a range of experience, age, background and skills to help create an environment of effective and successful decision making. The Company does not employ any staff. Meetings of the Nomination Committee are held at least twice a year as a minimum. During the year the Nomination Committee met twice, the key matters discussed included the review and consideration of: • the Nomination Committee’s terms of reference; • the annual Board and Chairman evaluations; and • the structure, size and composition of the Board and its committees, including discussion around succession planning. In March 2024, in accordance with the Company’s Articles, the Nomination Committee recommended that Martin Adams should be put forward for re- election at the 2024 AGM. During the year, the Nomination Committee’s terms of reference were reviewed and it was deemed no changes were required. Remuneration Committee The Remuneration Committee comprises all the independent non-executive Directors and meets at least twice a year. As with the Audit Committee, the Board values Robert Ware’s input so he is ordinarily invited to attend Remuneration Committee meetings. Members of the Remuneration Committee do not participate in the review of their own remuneration. The Company’s remuneration policy is to set remuneration at a level to attract individuals of a calibre appropriate to the Company’s future development. An increase to the maximum aggregate annual remuneration permitted to be paid to the Directors, from £200,000 to £300,000, was approved at the 2023 AGM, in accordance with the Company’s Articles. During the year the Remuneration Committee met twice to discuss the Remuneration Committee’s terms of reference and duties, the remuneration policy and the structure and level of remuneration of the Board. Following review and consideration of the Company’s remuneration policy, the Remuneration Committee recommended an increase to the Directors’ remuneration, with effect from 1 January 2024, and the Board subsequently approved the proposal of the Remuneration Committee. The increase in the Directors’ remuneration ensures that the remuneration is aligned with the Company’s culture and that the remuneration is at a level to attract individuals of a calibre appropriate to the Company’s future development, without compromising Director independence. Nomination Committee’s role in evaluating Directors’ Independence In determining independence of the Directors, the Nomination Committee recognises the circumstances established by the AIC Code which are likely to impair, or could impair, a non-executive’s independence. The Board however notes that the AIC Code also states that where any of the circumstances provided under the AIC Code applies, the Board can nonetheless consider the director to be independent, subject to providing the relevant explanation. As part of determining independence, the Nomination Committee therefore conducts a review of the independence provisions of the AIC Code at each committee meeting for each Director and an explanation is provided for any exceptions to the AIC provisions on independence. The results of this review are provided in detail below. The Nomination Committee recognises that the Chairman, Robert Ware, has been a Board member since 2006 and is not independent of the Manager but believe that the skills and experience he brings to the Board significantly outweigh any potential conflicts arising from his position. Robert has served as an independent non-executive chairman of several listed investment funds (and thus understands and respects the role of the Company’s independent directors); he has a long relationship with the Manager and its key personnel; he has intimate knowledge of the Company’s corporate history and long experience of running operating businesses such as those held in the portfolio. These rare skills and experience in the context of the Company combine to provide Robert the ability to positively enhance the interaction between the independent directors and the Manager. 48 | Report of the Directors In any situation where the Chairman is conflicted, or could be perceived to be conflicted, he abstains from comment and vote and, in any case, the independent Directors form a majority of the Board. The independent Directors are of the view that, given the structure of the Company and its management arrangements, the Chairman is important to ensuring the smooth operation of the business and it is in the best interests of the Company and its shareholders that Robert chairs the Company. The Nomination Committee also reviewed the independence of Martin Adams, given that from May 2024, Martin Adams will be in his ninth year of appointment as a Director of the Company, and tenure is one of the circumstances identified in the AIC Code which may be construed as a potential impairment of his independence. Based on the Nomination Committee’s review of Martin Adams’ independence against the provisions of the AIC Code, it has concluded that independence should not be solely determined by time served on the Board and considers that Martin Adams’ tenure does not affect his independence. The Nomination Committee believes that for the Board to be effective, it should have the right combination of skills, experience and knowledge which Martin Adams brings to the Board. The Nomination Committee is aware of a small number of shareholders questioning Peter Rioda’s independence, due to his position on the board of Marwyn General Partner II Limited. Marwyn General Partner II Limited is not a Marwyn operating company; it is a special purpose company whose role is to act as a general partner to MVI II LP, the fund into which the ordinary shares are ultimately invested. Marwyn General Partner II Limited is regulated by the Jersey Financial Services Commission. Peter’s role as an independent director of Marwyn General Partner II Limited provides him with oversight of the day-to-day operations of the administrator, portfolio valuations and capital management, access to the MVI II LP auditors and further insight into Marwyn’s investment process, enhancing his knowledge and understanding of overall fund operations. The Board considers that this provides increased oversight and transparency into the investment structure and enhances the role Peter plays on the MVIL Board, without impugning his independence as a Director. As such, the Board has determined him to be independent of Marwyn and any shareholders of the Company. The Nomination Committee therefore considers that each of Martin Adams, Victoria Webster and Peter Rioda are all independent of the Company and the Manager. Management Engagement Committee The Board considers that due to the Company’s size and its structure as a feeder fund, it would be unnecessarily burdensome to establish a separate management engagement committee. The review of the performance of, and contractual arrangements with, the Manager is undertaken by the Board. However, only Directors independent of the Manager are involved with this review. Authority of the Manager The authority of the Manager is set out in writing in the management agreement. Under the terms of the management agreement the key duties of the Manager are the negotiation of any investment into, consolidation of or disposal of an investment, in accordance with the relevant investment policy. In performing these services, the Manager is granted authority to: • give instructions to administrators and sub- administrators in relation to acquisitions and disposals of investments; • cause money to be retained in cash or placed in deposit; • negotiate contracts, agreements and other undertakings as may be reasonable; • instruct and appoint any advisors and specialists which are believed necessary or advisable for the purposes of implementing the investment policy and/or managing the investments; • use reasonable endeavours to obtain all licences, permissions and consents necessary to complete, maintain or dispose of any investment; • prepare all necessary documentation and where necessary submit to the board for execution; • borrow or raise monies as required; • assist as necessary in the valuation of unlisted investments; WWW.MARWYNVALUE.COM | 49 Report of the Directors • advise on availability and appropriate source of funds to be utilised as distributions; • carry out quarterly reviews of the investment portfolio, or at any other time as directed by the Company; • prepare at least quarterly a report detailing the activities and performance of the Manager during the quarter; and • monitor the investment policy and propose changes to the Board. Any areas of decision making not under the authority of the Manager remain the responsibility of the Board. Statement of going concern Under the relevant class agreements between the Company and the Master Fund, the Master Fund is required to meet the Company’s expenses and as such, the Directors consider that there is no mismatch between the Company’s assets and liabilities. The Board and the Manager regularly consider and assess the forecast cash position of the Master Fund (including a reasonably possible forecast of portfolio company investment and divestment). The Directors continue to believe that the Company, via the Master Fund, has sufficient resources to meet all liabilities as they fall due for at least 12 months from the date of approval of these financial statements and continue to adopt a going concern basis in preparing the financial statements. Internal control The Board is responsible for establishing and maintaining the Company’s system of internal control and risk management and reviewing its effectiveness. Internal control systems are designed to meet the particular needs of the Company and the particular risks to which it is exposed. The procedures are designed to manage rather than eliminate risk and by their nature can only provide reasonable but not absolute assurance against material misstatement or loss. The key procedures which have been established to provide effective internal controls are as follows: The duties of managing the investments and accounting are segregated: • Aztec Financial Services (Jersey) Limited, a company independent of the Manager and the Board, provide administrative and accounting services to Company, the Master Fund and MVI II LP; • custodian services are provided by an independent party to the Master Fund and are segregated from the administrative and accounting services provided; and • the Board reviews financial information produced by the Manager and Aztec as appropriate on a regular basis. The Company does not have an internal audit function as all of the Company’s management functions are delegated to third parties and the Board therefore considers that there is no need for the Company to have an internal audit function. The Audit Committee however reviews Aztec’s ISAE 3402 report annually and considers any exceptions raised to assess the integrity and robustness of the internal controls in place at Aztec as the Company’s administrator. The Audit Committee has reviewed the Company’s risk management and control systems and believes that the controls are appropriate given the nature and size of the Company. Financial Risk Profile The Company’s financial instruments comprise investments, cash and various items such as payables and receivables that arise directly from the Company’s operations. The main purpose of these instruments is the investment of shareholders’ funds into MVI LP. The main risks are detailed in Note 12 to the financial statements and in the Risk section. 50 | Report of the Directors Directors’ Responsibilities The Directors are responsible for preparing the financial statements in accordance with applicable law and International Financial Reporting Standards as adopted by the European Union (“IFRS”). The Directors are required to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that year and to confirm that the reports contained in these financial statements includes a fair review of the performance of the business and the position of the Company. In preparing these financial statements the Directors are required to: • select suitable accounting policies and apply them consistently; • make judgements and estimates which are reasonable and prudent; • state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with Cayman law. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Each of the Directors, whose names and functions are listed on page 39, confirms that, to the best of their knowledge: • these financial statements, which have been prepared in accordance with IFRS, give a true and fair view of the assets, liabilities, financial position and loss of the Company; and • the reports contained in these financial statements includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces. So far as the directors are aware, there is no relevant audit information of which the Company’s auditor is unaware, and each director has taken all the steps that he or she ought to have taken to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. On behalf of the Board Robert Ware Victoria Webster Chairman Director 29 April 2024 29 April 2024 WWW.MARWYNVALUE.COM | 51 Independent auditor’s report To the Members of Marwyn Value Investors Limited Opinion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asis for Opinion <JHTSIZHYJITZWFZINYNSFHHTWIFSHJ\NYM.SYJWSFYNTSFQ8YFSIFWIXTS&ZINYNSL:0.8&XFSI FUUQNHFGQJQF\4ZWWJXUTSXNGNQNYNJXZSIJWYMTXJXYFSIFWIXFWJKZWYMJWIJXHWNGJINSYMJ&ZINYTWѣX 7JXUTSXNGNQNYNJXKTWYMJ&ZINYTKYMJ+NSFSHNFQ8YFYJRJSYXXJHYNTSTKTZWWJUTWY<JFWJNSIJUJSIJSYTK YMJ(TRUFS^NSFHHTWIFSHJ\NYMYMJJYMNHFQWJVZNWJRJSYXYMFYFWJWJQJ[FSYYTTZWFZINYTKYMJKNSFSHNFQ XYFYJRJSYXNS/JWXJ^NSHQZINSLYMJ+7(ѣXYMNHFQ8YFSIFWIFSI\JMF[JKZQKNQQJITZWTYMJWJYMNHFQ WJXUTSXNGNQNYNJXNSFHHTWIFSHJ\NYMYMJXJWJVZNWJRJSYX<JGJQNJ[JYMFYYMJFZINYJ[NIJSHJ\JMF[J TGYFNSJINXXZKKNHNJSYFSIFUUWTUWNFYJYTUWT[NIJFGFXNXKTWTZWTUNSNTS Key Audit Matters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eport of the Independent Auditor 52 | Key audit matter How our audit addressed the matter Key observations communicated to those charged with governance ;FQZFYNTSTKNS[JXYRJSYX 9MJWNXPYMFYYMJNS[JXYRJSYX FWJMJQIFYFSNSFUUWTUWNFYJ [FQZJ9MNXRF^THHZWFXF WJXZQYTK • .SHTWWJHY[FQZFYNTS RJYMTITQTL^GJNSLFUUQNJI YTYMJZSIJWQ^NSL NS[JXYRJSYX\MJS HFQHZQFYNSLKFNW[FQZJ TW • .SFUUWTUWNFYJFQQTHFYNTSTK LFNSXQTXXJXFSI J]UJSINYZWJ\NYMNS ZSIJWQ^NSLKZSIX ;FQZJTKNS[JXYRJSYXNX f f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
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.