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MAVEN INCOME & GROWTH VCT 4 PLC

Annual Report Mar 23, 2022

4835_10-k_2022-03-23_613500c5-cfa4-485d-8176-57100e839ca8.pdf

Annual Report

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Maven Income and Growth VCT 4 PLC I 1 MAVEN INCOME AND GROWTH VCT 4 PLC

Annual Report for the year ended 31 December 2021

CORPORATE SUMMARY

THE COMPANY

Maven Income and Growth VCT 4 PLC (the Company) is a public limited company limited by shares. It was incorporated in Scotland on 26 August 2004 with company registration number SC272568. Its registered office is at Kintyre House, 205 West George Street, Glasgow G2 2LW.

The Company is a venture capital trust (VCT) and its shares are listed on the premium segment of the Official List and traded on the Main Market of the London Stock Exchange.

MANAGEMENT

The Company is a small registered, internally managed alternative investment fund under the Alternative Investment Fund Managers Directive (AIFMD).

INVESTMENT OBJECTIVE

The Company aims to achieve long-term capital appreciation and generate income for Shareholders.

CONTINUATION DATE

The Articles of Association (Articles) require the Directors to put a proposal for the continuation of the Company, in its then form, to Shareholders at the Company's Annual General Meeting (AGM) to be held in 2027 or, if later, at the AGM following the fifth anniversary of the latest allotment of new shares.

SHARE DEALING

Shares in the Company can be purchased and sold in the market through a stockbroker. For qualifying investors buying shares on the open market:

  • dividends are free of income tax;
  • no capital gains tax is payable on a disposal of shares;
  • there is no minimum holding period;
  • the value of shares, and income from them, can fall as well as rise;
  • tax regulations and rates of tax may be subject to change;
  • VCTs tend to be invested in smaller, unlisted companies with a higher risk profile; and
  • the market for VCT shares can be illiquid.

The Stockbroker to the Company is Shore Capital Stockbrokers Limited (020 7647 8132).

RECOMMENDATION OF NON-MAINSTREAM INVESTMENT PRODUCTS

The Company currently conducts its affairs so that the shares issued by it can be recommended by financial advisers to ordinary retail investors in accordance with the rules of the Financial Conduct Authority (FCA) in relation to non-mainstream investment products, and intends to continue to do so for the foreseeable future. The Company's shares are excluded from the FCA's restrictions that apply to non-mainstream investment products because they are shares in a VCT and the returns to investors are predominantly based on investments in private companies or publicly quoted securities.

UNSOLICITED OFFERS FOR SHARES (BOILER ROOM SCAMS)

Shareholders in a number of UK registered companies have received unsolicited calls from organisations, usually based overseas or using false UK addresses or phone lines routed abroad, offering to buy shares at prices much higher than their current market values or to sell non-tradeable, overpriced, high-risk or even non-existent securities. Whilst the callers may sound credible and professional, Shareholders should be aware that their intentions are often fraudulent and highpressure sales techniques may be applied, often involving a request for an indemnity or a payment to be provided in advance.

If you receive such a call, you should exercise caution and, based on advice from the FCA, the following precautions are suggested:

  • obtain the name of the individual or organisation calling;
  • check the FCA register to confirm if the caller is authorised;
  • call back using the details on the FCA register to verify the caller's identity;
  • discontinue the call if you are in any doubt about the intentions of the caller, or if calls persist; and
  • report any individual or organisation that makes unsolicited calls with an offer to buy or sell shares to the FCA and the City of London Police.

USEFUL CONTACT DETAILS:

Action Fraud Telephone: 0300 123 2040 Website: www.actionfraud.police.uk FCA Telephone: 0800 111 6768 (freephone) Website: www.fca.org.uk/scamsmart

IN THIS REPORT

01

STRATEGIC REPORT

Corporate Summary 02
Financial Highlights 04
Your Board 08
Chairman's Statement 11
Business Report 16
Portfolio Analysis 22
Investment Manager's Review 24
Largest Investments by Valuation 35
Investment Portfolio Summary 41

02

GOVERNANCE REPORT

Directors' Report 46
Directors' Remuneration Report 53
Statement of Corporate Governance 57
Statement of Directors' Responsibilities 62
Report of the Audit and Risk Committees 63
Independent Auditor's Report to the Members
of Maven Income and Growth VCT 4 PLC 67

03

FINANCIAL STATEMENTS

Income Statement 75
Statement of Changes in Equity 76
Balance Sheet 77
Cash Flow Statement 78
Notes to the Financial Statements 79

04

ANNUAL GENERAL MEETING & ADDITIONAL INFORMATION

Notice of Annual General Meeting 95
Explanatory Notes to the
Notice of Annual General Meeting 101
Glossary 103
Your Notes 105
Contact Information 107

FINANCIAL HIGHLIGHTS

AS AT 31 DECEMBER 2021

NAV Total Return Performance NAV Total Return Performance

The above chart shows the NAV total return per Ordinary Share as at the end of December in each year. Dividends that have been declared but not yet paid are included in the NAV at the balance sheet date. The policy for valuing investments is disclosed in Note 1 to the Financial Statements. The above chart shows the NAV total return per Ordinary Share as at the end of December in each year. Dividends that have been declared but not yet paid are included in the NAV at the balance sheet date. The policy for valuing investments is disclosed in Note 1 to the Financial Statements.

FINANCIAL HISTORY

31 December
2021
31 December
2020
31 December
2019
NAV £82,312,000 £78,774,000 £73,123,000
NAV per Ordinary Share 74.88p 70.33p 70.91p
Dividends paid or proposed per
Ordinary Share for the year
5.00p 3.00p 4.00p
Dividends paid per Ordinary Share to date* 82.60p 78.60p 75.60p
NAV total return per Ordinary Share1
*
157.48p 148.93p 146.51p
Share price3 70.00p 63.00p 66.00p
Discount to NAV* 6.52% 10.42% 6.92%
Annual yield2* 7.11% 4.23% 5.57%
Ordinary Shares in issue 109,929,961 112,005,928
103,113,920

1 Sum of current NAV per Ordinary Share and dividends paid per Ordinary Share to date (excluding initial tax relief).

2 In line with the dividend policy outlined on page 13 of this Annual Report, this is based on dividends paid or proposed per Ordinary Share for the financial year and the NAV per Ordinary Share at the immediately preceding year end. The change to the basis of calculation from the prior year was highlighted in the Interim Report for the six months to 30 June 2021.

3 Closing mid-market price at the year end (Source: IRESS).

*Definitions of these Alternative Performance Measures (APMs) can be found in the Glossary on pages 103 and 104 of this Annual Report. The principal Key Performance Indicators (KPIs) can be found in the Business Report on pages 18 and 19 of this Annual Report.

DIVIDEND HISTORY

Year ended 31 December Payment date Interim/
final
Payment
(p)
Annual
payment (p)
2006-2016 47.45
2017 14 July 2017 First interim 3.36
15 September 2017 Second interim 3.70
30 November 2017 Third interim 5.39 12.45
2018 13 April 2018 First interim 8.90
22 June 2018 Second interim 4.80 13.70
2019 4 October 2019 Interim 2.00
22 May 2020 Final 2.00 4.00
2020 2 October 2020 Interim 1.00
21 May 2021 Final 2.00 3.00
2021 1 October 2021 Interim 2.00
11 March 2022 Second interim 2.00
Total dividends paid since inception 84.60
2021 20 May 2022 Proposed final 1.00 5.00
Total dividends paid or proposed since inception 85.60

On 25 March 2013, S Shares were re-designated as Ordinary Shares with 804,028 bonus Ordinary Shares being issued. As a result, previous holders of S Shares held 1.1528 Ordinary Shares for every S Share held on the relevant record date, rounded down to the nearest whole share.

On 30 September 2014, C Ordinary Shares were consolidated into Ordinary Shares. As a result, 3,863,876 C Ordinary Shares were re-designated as 3,077,827 Ordinary Shares, based on a conversion ratio of 0.7968 Ordinary Shares per C Ordinary Share, rounded down to the nearest whole share.

On 15 November 2018, the Company merged with Maven Income and Growth VCT 2 PLC (Maven VCT 2). As a result, previous holders of Maven VCT 2 shares were issued new Ordinary Shares in the Company at a ratio of 0.4851 per Maven VCT 2 ordinary share held, rounded down to the nearest whole share.

On 18 December 2019, the Company merged with Maven Income and Growth VCT 6 PLC (Maven VCT 6). As a result, previous holders of Maven VCT 6 shares were issued new Ordinary Shares in the Company at a ratio of 0.687632 per Maven VCT 6 ordinary share held, rounded down to the nearest whole share.

FOR THE YEAR ENDED 31 DECEMBER 2021 SUMMARY OF INVESTMENT CHANGES

31 December 2020
£'000
Valuation
%
Net investment/
(disinvestment)
£'000
Appreciation/
(depreciation)
£'000
Valuation
31 December 2021
£'000
%
Unlisted investments
Equities 34,228 43.4 (2,259) 8,524 40,493 49.2
Loan stock 15,177 19.3 (1,621) 1,587 15,143 18.4
49,405 62.7 (3,880) 10,111 55,636 67.6
AIM/AQSE investments*
Equities 10,518 13.3 (903) 866 10,481 12.7
Listed investments
Investment trusts 4,228 5.4 (9) 1,166 5,385 6.5
Total investments 64,151 81.4 (4,792) 12,143 71,502 86.8
Other net assets 14,623 18.6 (3,813) - 10,810 13.2
Net assets 78,774 100.0 (8,605) 12,143 82,312 100.0

*Shares traded on the Alternative Investment Market (AIM) and the Aquis Stock Exchange (AQSE).

YOUR BOARD

The Board of Directors is responsible for setting and monitoring the Company's strategy, supervising the management of Maven Income and Growth VCT 4 PLC and looking after the interests of its Shareholders. The Board consists of five non-executive Directors, the majority of whom are independent of the Manager. The biographies set out below indicate the Directors' range of investment, commercial and professional experience. Further details are also provided in the Directors' Report and in the Statement of Corporate Governance in this Annual Report.

PETER LINTHWAITE

Chairman and Independent Non-executive Director

Relevant experience and other directorships: Peter was formerly a director of Maven Income and Growth VCT 2 PLC and oversees the portfolio of private equity fund investments of The Royal London Mutual Insurance Society Limited. He has over 25 years of private equity experience and was chief executive of the British Private Equity and Venture Capital Association (BVCA) from 2005 to 2007.

Length of service: He was appointed as a Director on 15 November 2018 and as Chairman on 15 May 2019.

Last re-elected to the Board: 12 May 2021

Committee membership: Audit, Management Engagement (Chairman), Nomination (Chairman) and Risk.

Employment by the Manager: None

Shared directorships with other Directors: None

Shareholding in Company: 9,507 Ordinary Shares

MALCOLM GRAHAM-WOOD

Independent Non-executive Director Relevant experience and other directorships: Malcolm began his career with Wood Mackenzie in 1979 as a financial analyst and then spent twelve years at James Capel, after which he became head of equities at Williams de Broe. He is a founding partner of HydroCarbon Capital, which provides independent advisory services to the oil & gas sector.

Length of service: He was appointed as a Director on 1 September 2004.

Last re-elected to the Board: 12 May 2021

Committee membership: Audit, Management Engagement, Nomination and Risk (Chairman).

Employment by the Manager: None

Shared directorships with other Directors: None

Shareholding in Company: 72,931 Ordinary Shares

Relevant experience and other directorships: Fraser was a director of Maven Income and Growth VCT 6 PLC from 1 July 2016 until the completion of its merger with the Company. He sits on a number of advisory boards, supporting smaller companies on growth and strategic matters. He was previously a managing director in AlixPartners' turnaround and restructuring practice, where he led the provision of restructuring and liquidity improvement solutions to clients across a wide variety of industry sectors. Fraser is a chartered accountant and an accredited mediator, and was formerly a licensed insolvency practitioner. He is a non-executive director on the boards of Denholm Oilfield Services Limited and Richard Irvin FM Limited.

Length of service: He was appointed as a Director on 18 December 2019.

Elected to the Board: 12 May 2021

Committee membership: Audit, Management Engagement, Nomination and Risk.

Employment by the Manager: None

Shared directorships with other Directors: None

Shareholding in Company: 106,603 Ordinary Shares

Relevant experience and other directorships: Bill is managing partner of Maven Capital Partners UK LLP (Maven) and has over 40 years of experience in banking and private equity. He is a Fellow of the Chartered Institute of Bankers in Scotland and obtained an MBA from Strathclyde University in 1996. In the 1990s, Bill was head of the private equity business at Clydesdale Bank plc, then a subsidiary of National Australia Bank, before joining Aberdeen Asset Management plc (Aberdeen) in 1999. In 2004, he was appointed as principal fund manager to all Aberdeen managed VCTs. In 2009, Bill and his senior colleagues led a management buy-out from Aberdeen to form Maven. He is also a director of Maven Income and Growth VCT 3 PLC.

Length of service: An Alternate Director since 1 November 2005 he was appointed as a Director on 6 August 2008.

Last re-elected to the Board: 12 May 2021

Committee membership: Nomination and Risk.

Employment by the Manager: Since 2009; with Aberdeen 1999- 2009.

Shared directorships with other Directors: None

Shareholding in Company: 1,122,360 Ordinary Shares

FRASER GRAY

Independent Non-executive Director

BILL NIXON

Non-executive Director

STEVEN SCOTT

Independent Non-executive Director Relevant experience and other directorships: Steven is a qualified chartered accountant. He worked in the Bank of Scotland Structured Finance Group before becoming a director of Royal Bank Development Capital, the private equity division of The Royal Bank of Scotland plc. In 1999, he founded Penta Capital LLP, an independent UK private equity manager that specialises in buy & build investments in the UK and has over £300 million under management.

Length of service: He was appointed as a Director on 1 September 2004.

Last re-elected to the Board: 12 May 2021

Committee membership: Audit (Chairman), Management Engagement, Nomination and Risk.

Employment by the Manager: None

Shared directorships with other Directors: None

Shareholding in Company: 202,838 Ordinary Shares

CHAIRMAN'S STATEMENT

HIGHLIGHTS

NAV total return at the year end of 157.48p per share (2020: 148.93p)

NAV at the year end of 74.88p per share (2020: 70.33p), after total dividend payments of 4.00p per share during the year

Interim dividend of 2.00p per share paid in October 2021

Further interim dividend of 2.00p per share paid in March 2022

Final dividend of 1.00p per share proposed for payment in May 2022

Offer for Subscription launched in September 2021 seeking to raise up to £20 million

On behalf of your Board, I am pleased to present the 2021 Annual Report. Despite the ongoing challenges in relation to the pandemic, your Company has made further significant progress and is reporting an uplift in NAV total return to 157.48p per share and a higher level of Shareholder distributions. This positive performance reflects the strength of the underlying portfolio, where the valuations of several private companies have been increased in line with the commercial progress achieved, whilst the AIM quoted portfolio also appreciated in value. During the year, the successful flotation on AIM of GENinCode generated a 2.7x uplift in value at the time of listing and represented the first IPO of a private company holding. Furthermore, four profitable private company realisations completed, including the highest value exit to date from the growth portfolio with the sale of Quorum Cyber, which achieved a multiple of 6.5x cost, inclusive of a retained minority interest. These realisations have supported an increased level of annual dividend reflecting the Board's commitment to maintain distributions in line with the annual 5% dividend yield target.

Overview

Throughout the financial year, COVID-19 continued to cause economic uncertainty, following a resurgence of infection rates in December 2020, which resulted in the re-introduction of protective measures and a second nationwide lockdown. The success of the UK vaccination programme enabled most restrictions to be lifted by the summer of 2021 and, as the more recent wave of infection resulting from the Omicron variant subsides, the economic prospects for the year ahead are positive.

During the year, your Company has continued to deliver its investment objective and has made further progress in line with its stated strategy of building a large and broadly based portfolio of private and AIM quoted companies that have the potential to achieve scale and generate a capital gain on exit. During the year, 14 new private and AIM quoted companies were added to the portfolio, providing exposure to a number of interesting new growth markets. In order to support the continued development and expansion of the portfolio, in late September 2021 your Company launched joint Offers for Subscription alongside Maven Income and Growth VCT 3 PLC, to raise £10 million each, with an over-allotment facility of up to a further £10 million for each company. Following good levels of early interest, it is encouraging to report that, at the time of writing, over £12.1 million has been raised by your Company. The Offer remains open until 4 April 2022 for the 2021/22 tax year and 27 May 2022 for the 2022/23 tax year, unless it is fully subscribed at an earlier date. Further details about the Offer can be found at www.mavencp.com/vctoffer.

During the year, there has been significant activity across the portfolio and Shareholders will find full details of portfolio developments, including a summary of the new investments completed and realisations achieved, in the Investment Manager's Review on pages 24 to 34 of this Annual Report.

It has now been more than six years since the VCT rules changed and redefined the criteria for VCT qualifying investments. During this period, your Company has constructed a diverse portfolio of high growth private companies that operate across a broad range of sectors. Your Board is pleased to report that many of these earlier stage portfolio companies are now achieving scale and gaining commercial traction, in line with their strategic growth objectives. In certain cases, this has required a pivot of the business model to adapt to a fundamental shift in market dynamics, or to meet an emerging opportunity. Across the portfolio, most companies have delivered an improvement in performance, which is often measured in terms of growth in contracted recurring revenue. Your Board is pleased to confirm that this has resulted in uplifts to several valuations to reflect the progress achieved.

Your Company also benefits from a portfolio of later stage investments, completed prior to the change in VCT rules, and these more mature holdings remain a core component of the portfolio, helping to counterbalance the higher risk associated with investment in earlier stage companies.

Over recent years, your Company has been steadily increasing its exposure to AIM to complement the core private company holdings. Whilst financial markets have experienced periods of volatility during the year, it is encouraging to report that the AIM quoted portfolio delivered a positive overall performance. The Directors believe that selective investment in AIM provides exposure to a wide range of growth companies, often with more favourable liquidity characteristics, and it is anticipated that further new investments will be made in the year ahead. A highlight of the financial year was the successful flotation on AIM of investee company GENinCode, which completed in July 2021 and generated an uplift in value of 2.7x cost at the time of IPO, over a holding period of approximately one year. A market listing was quickly identified as a key objective for GENinCode that would help accelerate the future growth and development of the business. The ability to list on AIM provides an alternative exit strategy for certain private companies.

During the second half of the year, there has been an increase in exit activity, which has resulted in four profitable realisations. In addition to the exits from Curo Compensation, eSafe and Mojo Mortgages, which generated total returns on cost of 1.1x, 1.4x and up to 1.8x respectively, your Company also achieved its most significant return to date from the growth portfolio with the realisation of the holding in cyber security technology business Quorum Cyber. This exit achieved a total return of 6.5x cost inclusive of a retained minority holding in the business, and helps to demonstrate the ability of certain early stage companies to generate meaningful growth in Shareholder value over a relatively short holding period. Whilst the timing of exits is often hard to predict, based on the progress achieved across the portfolio, the Directors are optimistic that further profitable exits can be achieved in the year ahead to help underpin future Shareholder distributions.

COVID-19

The pandemic continued to be a dominant feature of the financial year, and the emergence of the Omicron variant in late 2021 was a timely reminder that the virus still has the potential to cause further disruption.

Historically, your Company has maintained a relatively low level of direct exposure to consumer facing sectors such as retail, leisure, travel, hospitality and entertainment, which were most severely impacted by the pandemic. The Manager's focus on investing in dynamic businesses with strong, often counter-cyclical, growth characteristics has proven to be a sound strategy, that has helped to insulate the portfolio from the worst effects of the pandemic. Encouragingly, several investee companies, specifically those that are active in the biotech or medtech space, have contributed towards the UK's efforts to tackle COVID-19, including developing testing and therapeutics, or manufacturing medical products or devices.

Since the outbreak of the pandemic in the UK, the Manager has adhered to all Government and local guidelines, with its regional offices and administration hub moving to a remote working model in March 2020. During this period, full operational capability has been maintained with no impact on the management or running of your Company. The Maven offices have now fully re-opened and it is anticipated that 2022 will see a return to a normalised office based working pattern.

Until recently most meetings of the Board and its Committee had been conducted via Microsoft Teams, which has proven to be an effective medium. However, regular face to face meetings have now resumed and, subject to any changes in Government guidance, will continue to follow the traditional in person format. It is intended that the 2022 AGM will also take place in person, full details of which can be found in the Notice of Annual General Meeting on pages 95 to 100 of this Annual Report.

Brexit

The UK formally left the EU on 31 January 2020 and entered into an eleven month transition period that ended on 31 December 2020, with the EU (Future Relationship) Act 2020 coming into effect on 1 January 2021.

The Manager had been working closely with portfolio companies, both prior to and during the transition period, in order to help identify any potential issues and to put in place contingency measures to mitigate against perceived problems such as supply chain disruption or staffing shortages. Furthermore, it is encouraging to report that, whilst the majority of the investee companies have limited direct exposure to the EU, there have been no significant indirect issues of note beyond the general market uncertainty that has affected the wider UK economy.

There is now greater clarity on the impact of Brexit and, whilst it is likely that there will be issues that affect the economy as a whole, the Directors are comfortable that the sectoral diversity of the portfolio, as well as its UK focus, should ensure that your Company is well positioned to benefit from future investment in the economy.

Registration Services

Following a review of the registration and receiving agency services provided by a number of suppliers, and after undertaking extensive due diligence on its service features and operations, The City Partnership (UK) Limited (City Partnership) was appointed as the Registrar to your Company and the other Maven managed VCTs with effect from 25 October 2021, and is also acting as Receiving Agent for the current joint Offers for Subscription.

Shareholders should have received a welcome letter from the new Registrar, including an invitation to register for its investor hub at: maven-cp.cityhub.uk.com/login, from where shareholdings can be monitored and amendments made to personal information and preferences. A separate enclosure from City Partnership, detailing the benefits of using the investor hub and how to register, is included with this Annual Report.

The Board and the Manager are encouraged by the performance and service provided by City Partnership to date, both in terms of the management of the share register and activities relating to the current Offers.

Dividend Policy

Decisions on distributions take into consideration a number of factors, including the realisation of capital gains, the adequacy of distributable reserves, the availability of surplus revenue and the VCT qualifying level, all of which are kept under close and regular review.

The Board and the Manager recognise the importance of tax-free distributions to Shareholders and, subject to the considerations outlined above, will seek, as a guide, to pay an annual dividend that provides Shareholders with a yield of around 5% of the NAV per share at the preceding year end. It should be noted that the effect of paying a dividend is to reduce the NAV of the Company by the total cost of the distribution.

The Directors would like to remind Shareholders that, as the portfolio continues to expand and a greater proportion of holdings are invested in early stage companies, the timing of distributions will be more closely linked to realisation activity, whilst also reflecting the Company's requirement to maintain its VCT qualifying level. If larger distributions are required as a consequence of significant exits, this will result in a corresponding reduction in NAV per share. However, your Board considers this to be a tax efficient means of returning value to Shareholders, whilst ensuring ongoing compliance with the requirements of the VCT legislation.

Further Interim Dividend and Proposed Final Dividend

Following the recent realisation activity, your Board was pleased to declare a further interim dividend of 2.00p per Ordinary Share in respect of the year ended 31 December 2021, which was paid on 11 March 2022 to Shareholders on the register at 11 February 2022.

Furthermore, your Board has proposed a final dividend of 1.00p per Ordinary Share in respect of the year ended 31 December 2021 which, subject to Shareholder approval at the forthcoming AGM, will be paid on 20 May 2022 to Shareholders on the register at 22 April 2022. This will bring total distributions for the financial year to 5.00p per Ordinary Share, representing a yield of 7.11% based on the NAV per share at the preceding year end of 70.33p. Since the Company's launch, and after receipt of the proposed final dividend, Shareholders will have received 85.60p per share in tax-free distributions.

Dividend Investment Scheme (DIS)

The Directors would like to remind Shareholders that your Company operates a DIS, through which dividend payments can be utilised to subscribe for new Ordinary Shares issued by the Company under the standing authority requested from Shareholders at Annual General Meetings. Shares issued under the DIS should qualify for VCT tax relief applicable to the tax year in which they are allotted, subject to an individual Shareholder's particular circumstances.

Shareholders can elect to participate in the DIS in respect of future dividends, including the proposed final dividend, to be paid on 20 May 2022, by completing a DIS mandate that must be received by the Registrar (City Partnership) before 6 May 2022, this being the relevant dividend election date. The mandate form, terms & conditions and full details of the scheme (including further details about tax considerations) are available from the Company's website at: www.mavencp.com/migvct4. Election to participate in the DIS can also be made through the Registrar's investor hub at: maven-cp.cityhub.uk.com/login.

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

Fund Raising

On 20 September 2021, your Company, together with Maven Income and Growth VCT 3 PLC, launched joint Offers for Subscription for new Ordinary Shares of up to £20 million in aggregate (£10 million for each company), with a combined over-allotment facility of up to £20 million (£10 million for each company).

Following good levels of early applications, an allotment of 11,772,141 new Ordinary Shares, in respect of the 2021/22 tax year, was made on 4 February 2022. Further allotments for the 2021/22 tax year will be made on or before 5 April 2022. An allotment for the 2022/23 tax year will take place on or before 3 June 2022, or earlier if the Offer has already closed. Further details regarding the new Ordinary Shares issued under the Offer for Subscription can be found in Note 12 to the Financial Statements.

This additional liquidity will enable your Company to continue to expand the portfolio by investing in ambitious, growth focused private and AIM quoted companies that operate across a broad range of market sectors, and which are capable of generating capital gains. It will also ensure that existing portfolio companies that are making tangible commercial progress can continue to be supported through follow-on funding. Furthermore, the funds raised will allow your Company to maintain its share buy-back policy, whilst also spreading its costs over a wider asset base in line with the objective of maintaining a competitive total expense ratio for the benefit of all Shareholders.

Share Buy-backs

Shareholders will be aware that a primary objective for the Board is to ensure that the Company retains sufficient liquidity for making investments in line with its stated policy, and for the continued payment of dividends. However, the Directors also acknowledge the need to maintain an orderly market in the Company's shares and have, therefore, delegated authority to the Manager to buy back shares in the market for cancellation or to be held in treasury, subject always to such transactions being in the best interests of Shareholders.

It is intended that the Company will seek to buy back shares with a view to maintaining a share price discount that is approximately 5% below the latest published NAV per share, subject to market conditions, availability liquidity and the maintenance of the Company's VCT qualifying status.

VCT Regulatory Developments

During the period under review, there have been no further amendments to the rules governing VCTs. The Autumn Budget was delivered on 27 October 2021 and did not propose any changes to the legislation governing VCTs.

The Directors and the Manager continue to apply the International Private Equity and Venture Capital Valuation (IPEV) Guidelines as the central methodology for all private company valuations. The IPEV Guidelines are the prevailing framework for fair value information in the private equity and venture capital industry.

Environmental, Social and Governance (ESG)

The Board is cognisant of the importance of ESG principles and believes that each portfolio company should behave responsibly towards the environment and society, whilst operating in line with governance best practice. The Directors are pleased to report that the Manager has increased its focus on ESG and integrated these criteria into its investment appraisal process. Additionally, a robust framework has been developed to ensure that ESG considerations are monitored and managed carefully throughout the period of investment.

In May 2021, the Manager became a signatory to the internationally recognised Principles for Responsible Investment, demonstrating its commitment to include ESG as an integral part of its investment decision making and ownership. The Manager has also become a signatory to the Investing in Women Code, which aims to improve female entrepreneurs' access to tools, resources and finance, supporting diversity and inclusion in access to finance.

Whilst neither the Company nor the Manager are currently required to disclose climate related financial information in line with the Task Force on Climate related Financial Disclosures (TCFD), they recognise the aim and importance of the TCFD recommendations to provide a foundation to improve investors' ability to appropriately assess climaterelated risk and opportunities. Disclosing information against the TCFD recommendations remains an objective of the Manager as part of its ESG initiatives and progress will be monitored by the Directors.

Maven Capital Partners UK LLP (Maven)

As noted in the 2021 Interim Report, Mattioli Woods plc completed the acquisition of Maven on 1 July 2021. The Directors are pleased to confirm that, following this strategic development, there has been no material change to the management of your Company. As previously outlined, Maven now operates as an independently managed subsidiary of Mattioli Woods, retaining its regional business model, team and brand in entirety, with no direct impact for Maven's VCT clients, Shareholders or investee companies. Your Board considers this to be a positive step in the evolution of Maven and does not anticipate any significant operational changes. Bill Nixon remains Managing Partner and lead VCT fund manager, and the investment team and support staff, providing company secretarial, accounting and administrative services, are all continuing to operate as before.

Mattioli Woods is one of the UK's leading providers of wealth management and financial planning services and Maven offers a highly complementary fit with its existing operations. Maven and Mattioli Woods share a common objective of continuing to expand the enlarged business under PLC ownership.

Both businesses are well known to each other and there is strong cultural alignment, as well as a common focus on providing clients with the best possible service. Further details on Mattioli Woods can be found at www.mattioliwoods.com.

Annual General Meeting (AGM)

The Directors are pleased to confirm that, subject to no variation in the guidelines in relation to the pandemic, the 2022 AGM will be held in the London office of Maven on 11 May 2022, commencing at 12.00 noon. The Notice of Annual General Meeting can be found on pages 95 to 100 of this Annual Report.

Constitution of the Board

As Shareholders will be aware, all of the Directors normally stand for re-election at the AGM. However, after over 17 years of service, Malcolm Graham-Wood has decided to retire from the Board with effect from the conclusion of the 2022 AGM and, therefore, will not be seeking re-election. Malcolm has served as a Director of the Company since its inception in 2004 and, during that time, it has increased in size from an initial £8 million of net assets to over £82 million as at 31 December 2021. He has been Chairman of the Risk Committee since its formation in 2014 and has also overseen several major fundraisings and three successful mergers. The Board expresses its sincere gratitude to Malcolm for his considerable contribution to the success of the Company during his time in office and wishes him every success for the future.

Ukraine

As at the date of publication of this Annual Report, global attention is focused on the evolving situation in Ukraine and the significant humanitarian issues that are unfolding. Whilst the economic impact of these developments are not yet fully known, it is likely that financial markets and commodity prices will experience some volatility over the coming period. The Board and the Manager will continue to monitor the situation closely and remain hopeful that a swift resolution can be achieved.

The Future

As the impact of the pandemic recedes and the economic recovery strengthens, your Board is optimistic for the prospects in the year ahead. Your Company has constructed a large and well balanced portfolio of investee companies that provides exposure to a diverse range of growth markets. The new capital raised through the current Offer for Subscription will help facilitate the continuation of the investment strategy, and it is anticipated that there will be further expansion and development of the portfolio during 2022. Furthermore, consistent with the high number of exits achieved during the year, continued M&A interest is anticipated across the portfolio from a range of domestic and international buyers. The key objectives and strategy are, therefore, to achieve further growth in the size and breadth of the investee company portfolio, whilst pursuing selective exits to maintain a programme of regular tax-free distributions.

BUSINESS REPORT

This Business Report is intended to provide an overview of the strategy and business model of the Company, as well as the key measures used by the Directors in overseeing its management. The Company is a VCT and invests in accordance with the investment objective set out below.

Investment Objective

Under an investment policy approved by the Directors, the Company aims to achieve long-term capital appreciation and generate income for Shareholders.

Business Model and Investment Policy

The Company intends to achieve its objective by:

  • investing the majority of its funds in a diversified portfolio of shares and securities in smaller, unquoted UK companies and AIM/AQSE quoted companies that meet the criteria for VCT qualifying investments and have strong growth potential;
  • investing no more than £1.25 million in any company in one year and no more than 15% of the Company's assets by cost in one business at any time; and
  • borrowing up to 15% of net asset value, if required and only on a selective basis, in pursuit of its investment strategy.

Principal and Emerging Risks and Uncertainties

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

Investment Risk

The majority of the Company's investments are in small and medium sized unquoted UK companies and AIM/ AQSE quoted companies which, by their nature, carry a higher level of risk and lower liquidity than investments in large quoted companies. The Board aims to limit the risk attached to the investment portfolio as a whole by ensuring that a robust and structured selection, monitoring and realisation process is applied by Maven. The Board reviews the investment portfolio with the Manager on a regular basis.

The Company manages and minimises investment risk by:

  • diversifying across a large number of companies;
  • diversifying across a range of economic sectors;
  • actively and closely monitoring the progress of investee companies;
  • co-investing with other clients of Maven, other VCT managers and co-investment partners;
  • ensuring valuations of underlying investments are made fairly and reasonably (see Notes to the Financial Statements 1(e), 1(f) and 16 for further details);
  • taking steps to ensure that the share price discount is managed appropriately; and
  • choosing and appointing an FCA authorised investment manager with the skills, experience and resources required to achieve the investment objective, with ongoing monitoring to ensure the Manager is performing in line with expectations.

Operational Risk

The Board was aware of the heightened cyber security risk and potential consequences of IT failure during the pandemic, particularly in relation to the reliance on remote working practices employed by the Manager and key third parties during this period. The Board has closely monitored the systems and controls in place to prevent or mitigate against a systems or data security failure, and the overall effectiveness of business continuity arrangements of the Manager and third parties.

VCT Qualifying Status Risk

The Company operates in a complex regulatory environment and faces a number of related risks, including:

  • becoming subject to capital gains tax on the sale of its investments as a result of a breach of Section 274 of the Income Tax Act 2007;
  • loss of VCT status and consequent loss of tax reliefs available to Shareholders as a result of a breach of the VCT Regulations;
  • loss of VCT status and reputational damage as a result of a serious breach of other regulations such as the FCA Listing Rules and the Companies Act 2006; and
  • increased investment restrictions resulting from EU State Aid Rules, incorporated by the Finance (No. 2) Act 2015 and the Finance Act 2018.

The Board works closely with the Manager to ensure compliance with all applicable and upcoming legislation, such that VCT qualifying status is maintained. Further information on the management of this risk is detailed under other headings in this Business Report.

Legislative and Regulatory Risk

The Directors strive to maintain a good understanding of the changing regulatory agenda and consider emerging issues so that appropriate changes can be implemented and developed in good time. In order to maintain its approval as a VCT, the Company is required to comply with current VCT legislation in the UK as well as the EU State Aid Rules. Changes to either legislation could have an adverse impact on Shareholder investment returns, whilst maintaining the Company's VCT status. The Board and the Manager continue to make representations where appropriate, either directly or through relevant industry bodies such as the Association of Investment Companies (AIC), the British Venture Capital Association (BVCA) and the Venture Capital Trust Association (VCTA).

The Company has retained Philip Hare & Associates LLP as its principal VCT adviser and also uses the services of a number of other VCT advisers on a transactional basis.

Breaches of other regulations including, but not limited to, the Companies Act, the FCA Listing Rules, the FCA Disclosure Guidance and Transparency Rules, the General Data Protection Regulation (GDPR), and the Alternative Investment Fund Managers Directive (AIFMD), could lead to a number of detrimental outcomes and reputational damage. Breaches of controls by service providers to the Company could also lead to reputational loss or damage.

The AIFMD, which regulates the management of alternative investment funds, including VCTs, introduced an authorisation and supervisory regime for all investment companies in the EU. The Company is a small registered, internally managed alternative investment fund under the AIFMD, and its status as such is unchanged as a result of the UK's departure from the EU. The Company is also required to comply with tax legislation under the Foreign Account Tax Compliance Act and the Common Reporting Standard. The Company has appointed City Partnership to act on its behalf to report annually to HM Revenue & Customs (HMRC) and ensure compliance with this legislation.

Climate Change and Social Responsibility Risk

The Board recognises that climate change is an important emerging risk that all companies should take into consideration within their strategic planning.

As referred to elsewhere in this Strategic Report and in the Statement of Corporate Governance, the Company has little direct impact on environmental issues. However, the Company has introduced measures to reduce the cost and environmental impact of the production and circulation of Shareholder documentation such as the annual and interim reports. This has resulted in a significant reduction in the number of copies being printed and posted, with fewer than 15% of Shareholders now receiving paper reports.

The Board is aware that the Manager is increasing efforts in relation to the identification of environmental risks and opportunities, and is developing its ESG policy accordingly. Environmental risk is a fundamental aspect of due diligence and industry specialists are assigned where there may be specific concerns in relation to a potential business or sector. The results are then factored into the decision making process for new investments. VCTs in general are regarded as supporting small and medium sized enterprises, which helps to create local employment opportunities across a range of UK geographical regions.

Other Key Risks

Governance Risk

The Directors are aware that an ineffective Board could have a negative impact on the Company and its Shareholders. The Board recognises the importance of effective leadership and board composition and this is ensured by completing an annual evaluation process, with action being taken if required.

Management Risk

The Directors are aware of the risk that investment opportunities could fail to complete, or the management of the VCT could breach the Management and Administration Deed or regulatory parameters, due to lack of knowledge and/or experience of the investment professionals acting on behalf of the Company. To manage this risk, the Board has appointed Maven as investment manager, as it employs skilled professionals with the required VCT knowledge and experience. In addition, the Board takes comfort that the Manager's controls have been updated to ensure compliance with the Senior Managers and Certification Regime (SMCR).

The Directors are also mindful of the impact that the loss of the Manager's key employees could have on both investment opportunities that may be lost or existing investments that may fail. The Board is reassured by the Manager's approach to incentivising staff and ensuring that adequate notice periods are included in all contracts of employment.

Financial and Liquidity Risk

As most of the investments require a medium to longterm commitment and are relatively illiquid, the Company retains a portion of the portfolio in cash and listed investment trusts in order to finance any new or follow-on investment opportunities. The Company has only limited direct exposure to currency risk and does not enter into any derivative transactions.

Political Risk

The EU (Future Relationship) Act 2020 came into effect on 1 January 2021 and, while the full political, economic and legal consequences of the UK leaving the EU are not yet known, the majority of the investee companies have limited direct exposure to the EU and there have been no significant indirect issues of note beyond the general market uncertainty that has affected the wider UK economy. It is possible that investments in the UK may be more difficult to value and assess for suitability of risk, harder to buy or sell and, therefore, there will be a greater level of subjectivity in their valuations. In the longer term, there is likely to be a period of uncertainty as the UK seeks to negotiate its ongoing relationship with the EU and other global trade partners.

In the future, UK laws and regulations, including those relating to investment companies and AIFMs, may diverge from those of the EU. This may lead to changes in the operation of the Company, the rights of investors, or the list of territories in which the shares of the Company can be promoted or sold.

The Board reviews the political situation regularly, together with any associated changes to the economic, regulatory and legislative environment, in order to ensure that any risks are mitigated as effectively as possible.

Economic Risk

The valuation of investment companies may be affected by underlying economic conditions such as fluctuating interest rates and the availability of bank finance, which can be impacted during times of geopolitical uncertainty and fluctuating markets, including during the coronavirus pandemic. Investee companies may also be directly impacted by the economic effects of the pandemic, such as insufficient funds to carry the business through the crisis, market conditions affecting their valuations or the risk of lockdown restrictions limiting the ability to conduct new business or recruitment. The Manager has provided enhanced support and oversight to investee companies where needed and, in some cases, can consider followon funding. The diverse portfolio of the Company has limited the overall impact of the economic effects of the pandemic. The economic and market environment is kept under constant review and the investment strategy of the Company adapted, so far as is possible, to mitigate emerging risks.

Credit Risk

The Company may hold financial instruments and cash deposits and is dependent on counterparties discharging their agreed responsibilities. The Directors consider the creditworthiness of the counterparties to such instruments and seek to ensure that there is no undue concentration of exposure to any one party.

An explanation of certain economic and financial risks and how they are managed is contained in Note 16 to the Financial Statements.

Statement of Compliance with Investment Policy

The Company is adhering to its stated investment policy and managing the risks arising from it. This can be seen in various tables and charts throughout this Annual Report, and from information provided in the Chairman's Statement and in the Investment Manager's Review. A review of the Company's business, its financial position as at 31 December 2021 and its performance during the year then ended is included in the Chairman's Statement, which also includes an overview of the Company's business model and strategy.

The management of the investment portfolio has been delegated to Maven, which also provides company secretarial, administrative and financial management services to the Company. The Board is satisfied with the depth and breadth of the Manager's resources and its nationwide network of offices, which supply new deals and enable it to monitor the geographically widespread portfolio of companies effectively.

The Investment Portfolio Summary on pages 41 to 45 of this Annual Report discloses the investments in the portfolio and the degree of co-investment with other clients of the Manager. The Portfolio Analysis on pages 22 and 23 shows the profile of the portfolio by industry sector and by value. It also shows the hybrid composition of the portfolio and the balance between growth capital investments, more mature investments and AIM/AQSE quoted investments. The level of VCT qualifying investments is monitored continually by the Manager and reported to the Risk Committee quarterly, or as otherwise required.

Key Performance Indicators (KPIs)

During the year, the net return on ordinary activities before taxation was £9,392,000 (2020: £2,721,000); gains on investments were £12,143,000 (2020: £4,463,000) and earnings per share were 8.47p (2020: 2.45p).The Directors also use a number of APMs in order to assess the Company's success in achieving its objectives and also enable Shareholders and prospective investors to gain an understanding of its business. These APMs are shown in the Financial Highlights on pages 4 and 5.

In addition, the Board considers the following to be KPIs:

  • NAV total return;
  • annual yield;
  • share price discount to NAV;
  • investment income; and
  • operational expenses.

The NAV total return is considered to be a more appropriate long-term measure of Shareholder value as it includes the current NAV per share and the sum of dividends paid to date. The annual yield is the total of dividends paid per share for the financial year, expressed as a percentage of the NAV per share at the previous year end. The Directors seek to pay dividends to provide a yield and comply with the VCT rules, taking

account of the level of distributable reserves, profitable realisations in each accounting period and the Company's future cash flow projections. The share price discount to NAV is the percentage by which the midmarket price of a share is lower than its NAV per share.

Definitions of these APMs can be found in the Glossary on pages 103 and 104. A historical record of some of these measures is shown in the Financial Highlights on pages 4 to 6 and the change in the profile of the portfolio is reflected in the Summary of Investment Changes on page 7. The Board reviews the Company's investment income and operational expenses on a quarterly basis, as the Directors consider that both of these elements are important components in the generation of Shareholder returns. Further information can be found in Notes 2 and 4 to the Financial Statements on page 81.

There is no VCT index against which to compare the financial performance of the Company. However, for reporting to the Board and Shareholders, the Manager uses comparisons with the most appropriate index, being the FTSE AIM All-Share Index. The Directors also consider non-financial performance measures, such as the flow of investment proposals, and ranking of the VCT sector by independent analysts. In addition, the Directors will consider economic, regulatory and political trends and factors that may impact on the Company's future development and performance.

Valuation Process

Investments held by the Company in unquoted companies are valued in accordance with the IPEV Guidelines. Investments quoted or traded on a recognised stock exchange, including AIM, are valued at their bid prices.

Share Buy-backs

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

The Board's Duty and Stakeholder Engagement

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

This has been summarised in the table below:

Form of engagement Influence on Board decision making

SHAREHOLDERS

AGM – Shareholders are encouraged to attend the AGM and are provided with the opportunity to ask questions and engage with the Directors and the Manager. Shareholders are also encouraged to exercise their right to vote on the resolutions proposed at the AGM.

Shareholder documents – the Company reports formally to Shareholders by publishing Annual and Interim Reports, normally in April and September each year. In the instance of a corporate action taking place, the Board will communicate with Shareholders through the issue of a Circular and, if required, a Prospectus.

In addition, significant matters or reporting obligations are disseminated to Shareholders by way of announcements to the London Stock Exchange.

Dividend declarations – the Board recognises the importance of tax-free dividends to Shareholders and takes this into consideration when making decisions to pay interim and propose final dividends for each year. Further details regarding dividends for the year under review can be found in the Chairman's Statement on page 13.

Share buy-back policy – the Directors recognise the importance to Shareholders of the Company maintaining an active buy-back programme and considered this when establishing the current policy. Further details can be found in the Chairman's Statement on page 14, and in the Directors' Report on page 51.

Offers for Subscription – in making a decision to launch any Offer for Subscription, the Directors have to consider that it would be in the interest of Shareholders to continue to expand the portfolio and make investments across a diverse range of sectors. By growing the Company, costs are spread over a wider asset base, which helps to promote a competitive total expense ratio and is in the interests of Shareholders. In addition, the increased liquidity helps support the buy-back policy referred to above. Further details regarding the latest Offer for Subscription can be found in the Chairman's Statement on page 14.

Form of engagement Influence on Board decision making
SHAREHOLDERS (continued)
The Secretary acts as a key point of
contact for the Directors and
communications received from
Shareholders are circulated to the
whole Board.
Liquidity management – in order to generate income and add value for
Shareholders, the Board has an active liquidity management policy,
which has the objective of generating income from the cash held prior to
investment. Further details regarding the liquidity management policy
can be found in the Investment Manager's Review on page 28.
ENVIRONMENT AND SOCIETY
The Directors and the Manager take
account of the social, environmental
and ethical factors impacted by the
Company and the investments that
it makes.
The Directors and the Manager are aware of their duty to act in the
interests of the Company and acknowledge that there are risks
associated with investment in companies that fail to conduct business in
a socially responsible manner. Further details can be found in the
Statement of Corporate Governance on page 61. The Manager's ESG
assessment of investee companies focuses heavily on their impact on
their environment, challenging fundamental aspects such as energy and
emissions usage, and targets an approach to waste and recycling as well
as broader social themes such as the companies' approach to diversity
and inclusion in the workplace, and their work with charities.
PORTFOLIO COMPANIES
Quarterly Board Meetings – the
Manager reports to the Board on the
portfolio companies, in particular on
the private investee companies, and
the Directors challenge the Manager
where they feel it is appropriate.
The Manager then communicates
directly with each private investee
company, normally through its
Maven representative who sits on its
board.
The Directors are aware that the exercise of voting rights is key to
promoting good corporate governance and, through the Manager,
ensures that the portfolio companies are encouraged to adopt best
practice corporate governance. The Board has delegated the
responsibility for monitoring the portfolio companies to the Manager and
has given it discretion to vote in respect of the Company's holdings in
the investment portfolio, in a way that reflects the concerns and key
governance matters discussed by the Board. From time to time, the
management teams give presentations to the Board.
The Board is also mindful that, as the portfolio expands and the
proportion of early stage investments increases, follow-on funding will
represent an important part of the Company's investment strategy and
this forms a key part of the Directors' discussions on valuations, risk
management and fundraising.
MANAGER
Quarterly Board Meetings – the
Manager attends every Board
Meeting and presents a detailed
portfolio analysis and reports on key
issues such as VCT compliance,
investment pipeline and utilisation of
any new monies raised.
The Manager is responsible for implementing the investment objective
and the strategy agreed by the Board. In making a decision to launch
any Offer for Subscription, the Board needs to consider that the
Company requires sufficient liquidity in order to continue to expand and
broaden the investment portfolio in line with the strategy, including the
provision of follow-on funding.
REGISTRAR
Annual review meetings and control
reports.
The Directors review the performance of all third party service providers
on an annual basis, including ensuring compliance with GDPR. During
the year, a decision was made to change the Registrar and City
Partnership was appointed on 25 October 2021.
CUSTODIAN
Regular statements and control
reports received, with all holdings
and balances reconciled.
The Directors review the performance of all third party providers on an
annual basis, including oversight of securing the Company's assets.

Employee, Environmental and Human Rights Policy

As a VCT, the Company has no direct employee or environmental responsibilities, nor is it responsible directly for the emission of greenhouse gases. The Board's principal responsibility to Shareholders is to ensure that the investment portfolio is managed and invested properly. As the Company has no employees, it has no requirement to report separately on employment matters. The Board comprises five male Directors and delegates responsibility for diversity to the Nomination Committee, as explained in the Statement of Corporate Governance on page 60. The management of the portfolio is undertaken by the Manager through members of its portfolio management team.

The Manager engages with the Company's underlying investee companies in relation to their corporate governance practices and in developing their policies on social, community and environmental matters. Further information can be found in the Statement of Corporate Governance. Additional work is being carried out by the Manager to establish a framework for the effective capture of ESG information, consistently across all investee companies. Maven will be overseeing the collation of this information for the benefit of the Board but will also be supporting individual investee companies to identify their ESG risks and opportunities and, where potential improvements are identified, will work jointly with the business to make positive changes.

In light of the nature of the Company's business, there are no relevant human rights issues and, therefore, the Company does not have a human rights policy.

Independent Auditor

The Company's Independent Auditor is required to report if there are any material inconsistencies between the content of the Strategic Report and the Financial Statements. The Independent Auditor's Report can be found on pages 67 to 74.

Future Strategy

The Board and the Manager intend to maintain the policies set out above for the year ending 31 December 2022, as it is believed that these are in the best interests of Shareholders.

Approval

The Business Report, and the Strategic Report as a whole, was approved by the Board of Directors and signed on its behalf by:

Peter Linthwaite Director 22 March 2022

PORTFOLIO ANALYSIS

FOR THE YEAR ENDED 31 DECEMBER 2021

The charts below show the profile of the portfolio by industry sector and by value, which help to demonstrate the broadly spread end market exposures and that around 90% of the portfolio is valued at or above cost. This analysis excludes cash balances and liquidity management holdings.

1

2

3

4

5

6

Sector analysis by value

    1. Software 28%
    1. Business services 24%
    1. Pharmaceuticals, biotechnology & healthcare - 18%
    1. Industrials & engineering 14%
    1. Marketing & advertising technology 11%
    1. Data analytics 5%

Portfolio value compared to cost

    1. Valued above cost 68%
    1. Valued at cost 21%
    1. Valued below cost 11%

PORTFOLIO ANALYSIS

The charts below show the changing composition of the portfolio, which is balanced between growth capital investments (completed post 2015), more mature private company holdings (completed pre 2015) and AIM/AQSE quoted investments. This analysis excludes cash balances and liquidity management holdings.

Portfolio composition - 31 December 2020

    1. Growth capital investments (completed post 2015) - 58%
    1. Later stage investments (completed pre 2015) - 24%
    1. AIM/AQSE quoted investments- 18%

Portfolio composition - 31 December 2021

    1. Growth capital investments (completed post 2015) - 62%
    1. Later stage investments (completed pre 2015) - 22%
    1. AIM/AQSE quoted investments 16%

INVESTMENT MANAGER'S REVIEW

HIGHLIGHTS

14 new private and AIM quoted companies added to the portfolio, with a further three completed post the year end

Realisation of Quorum Cyber for a total money multiple return of 6.5x, inclusive of a retained minority holding

Realisations of the private company holdings in Curo Compensation, eSafe and Mojo Mortgages for total returns of 1.1x, 1.4x and up to 1.8x cost respectively

Flotation on AIM of GENinCode, generating a 2.7x uplift in value at time of listing

Realised gain of £1.19 million generated from disposals of AIM quoted holdings

Post the period end, realisation of Optoscribe for a total return of 1.85x cost

This has been a very strong year for private company realisations, with the completion of five profitable exits to a combination of trade and private equity acquirers. Following greater certainty associated with the conclusion of the Brexit negotiations, there was a notable re-emergence of US buyers for UK technology assets, and this market trend is expected to continue. Exit highlights during the year included the flotation on AIM of GENinCode, which generated an uplift in value of 2.7x cost at the time of listing after a short holding period, and the sale of Quorum Cyber, which generated a money multiple of 6.5x cost, inclusive of a retained minority interest. There was also a further successful exit of a private company holding to an international trade buyer, which completed shortly after the year end. Your Company maintained a steady rate of new investment during the year, further expanding and diversifying the investee company portfolio and gaining exposure to a number of interesting new growth markets. Despite the wider economic impact of the pandemic, many of the earlier stage private companies have continued to deliver growth in revenues, which has resulted in uplifts to certain valuations. The AIM quoted portfolio also performed well, and gains were realised in several holdings when liquidity permitted. These positive developments have enabled the Board to propose an increased total annual dividend of 5.00p per share for the year, which represents a yield of 7.11%.

Overview

Throughout the year, the Manager has continued to see good levels of demand for equity investment from growth focused smaller companies across the UK. Maven's regional office network and local presence in the key corporate finance territories has provided access to a wide range of opportunities and, whilst the Manager has maintained a cautious approach to certain sectors, 14 new private and AIM quoted companies were added to the portfolio during the year, with a further three completed after the period end. The majority of these businesses are active in some of the most dynamic markets across the UK, such as cyber security, data analytics, e-commerce, medtech, satellite monitoring technology and software, and provide further breadth and diversity to the portfolio.

Whilst an increasing number of investee companies operate in the technology sector, this is generally consistent with the evolution across the wider VCT market, where many of the earlier stage companies offer some form of technology application or functionality as part of their core product or service. These companies often aim to disrupt an existing market and can offer the potential for scalable growth. The Manager retains a preference for investing in companies with defensive characteristics and limited direct consumer exposure and, in some cases, will invest alongside another VCT house or equity partner as a means of mitigating the risks associated with earlier stage investment. This is particularly important when further funding rounds are anticipated, as it enables your Company to continue to support portfolio companies as they scale, prior to seeking an exit.

During the year, the Manager has also worked with existing portfolio companies, recognising that each management team has been navigating a complex and rapidly changing economic environment since early 2020. Maven maintains a close relationship with each portfolio company and, in most cases, will take a board seat, which ensures that the investment team are actively involved in key strategic and operational decision making. Despite the challenges associated with the pandemic, it is pleasing to report that most investee companies have made measurable commercial progress during the year. In certain cases, this has resulted in uplifts to valuations and, for others, the protective provisions that were taken at the outset of the pandemic have now been reversed.

To complement the private company holdings, your Company now has a portfolio of over 35 AIM quoted investments that operate across a wide variety of sectors where the Manager sees good long term growth prospects, including clean energy, early cancer detection, advanced medical imaging and speciality medical treatments. The Manager believes that a hybrid portfolio of private and AIM quoted companies offers a balanced approach to portfolio construction, on the basis that private company investments are generally held over the longer term, in order to maximise value, whilst AIM quoted holdings can generate early liquidity if the share price performs well. During the period, the Maven AIM team played a key role in assisting private company GENinCode, a developer of patented risk assessment products for the prevention of cardiovascular disease, to float successfully on AIM. Your Company first invested in GENinCode in July 2020 and, after early scientific and clinical success in validating its genomic technology and products, an AIM flotation was identified as a strategic objective that would enable the business to fulfil its international growth ambition and enhance product development. The flotation raised £17 million and achieved a market capitalisation on listing of £42 million, which generated a 2.7x uplift in value over cost.

During the second half of the year, there has been an increase in M&A activity, which has resulted in a number of private investee companies being approached by potential acquirers. It is encouraging to note the level of interest in the portfolio, which supports the Manager's view on the merits of the core investment strategy and the businesses that are being targeted. In addition to the IPO of GENinCode, four profitable exits to trade or private equity buyers were completed during the year, with the realisations of the holdings in education safeguarding software provider eSafe, employee compensation and remuneration software specialist Curo Compensation and online mortgage comparison platform Mojo Mortgages. Your Company also completed its most significant exit to date from the early stage portfolio, with the sale of cyber security software business Quorum Cyber to a UK private equity buyer, which generated a total return of 6.5x cost, inclusive of a retained minority element. Furthermore, the exit from 3D photonic circuit specialist Optoscribe completed post the period end, generating a total return of 1.85x cost. These exits validate the investment strategy that the Manager has been progressing over recent years and demonstrates the ability of high quality growth businesses to generate meaningful returns over a relatively short holding period.

Portfolio Developments

Integrated drug discovery service provider BioAscent Discovery has continued to increase revenues and make further strategic progress. Over the past two years, the business has recorded a compound annualised growth rate of 81% and was recently named top performing outsourcer for the second year running, and second place overall, in the Alantra Pharma Fast 50, which ranks the UK's fastest growing privately owned pharma and pharma service companies. Since the Maven VCTs first invested in 2018, BioAscent has extended its services into complementary chemistry and biology areas, and now provides clients with an integrated product suite, which is a key differentiator within the market. The business is poised to develop internationally and recently appointed a head of business development in the US, which is viewed as a key market. BioAscent has also been actively involved in the UK's response to COVID-19 and, in conjunction with the Scottish Government, provided senior staff to help set up a new facility to scale up mass testing.

In July 2019, your Company first invested in Delio, the Cardiff based designer and developer of a digital private asset infrastructure for global financial institutions, wealth managers, family offices and angel networks, with clients including Barclays, ING and UK Business Angels Association. Delio's white label platform provides a secure, compliant and efficient system for connecting investors and capital with private market investment opportunities. During the year, Delio has made good commercial progress and has added a number of new clients, which has resulted in a significant increase in contracted recurring revenue. The business now has over 8,600 active users, 1,400 live deals and £26 billion of deals on its platform. Shortly after the period end, Delio secured significant additional institutional investment from another VCT fund manager, with the Maven VCTs also participating. This funding will be used to build out an international sales team and to finance continued product innovation.

During the year, electrical and heating, ventilation and air conditioning expert DPP, which provides planned and reactive mechanical and electrical maintenance has seen a notable turnaround following a period of challenging trading during the lockdown periods, when restrictions resulted in the closure of many commercial buildings and maintenance programmes put on hold. It is encouraging to report that, since the restrictions were lifted, the business has seen a good recovery in activity levels and is currently trading ahead of plan. DPP has recently secured a number of new contracts, which provide good visibility for the year ahead. Following this positive performance and with a solid order book in place, the protective provision that was previously taken against the value of the investment has been reversed.

Since your Company first invested in 2019, e-commerce analytical software provider e.fundamentals has made sustained commercial progress delivering a fivefold increase in annual recurring revenue (ARR). The business focuses on providing consumer brands with customer information to help them maximise their online listings, and monetises the range of digital touchpoints used by shoppers, which has become increasingly important during the pandemic in line with the shift towards online shopping. During the year, e.fundamentals has continued to grow and secured a number of new high profile clients such as PepsiCo, which complements an existing client base that includes clients such as Dairy Crest, Edgewell Personal Care (owner of brands such as Hawaiian Tropic, Wet Ones and Wilkinson Sword), Kellogg's, Mars, Royal Canin and Weetabix.

Horizon Ceremonies continues to make good strategic and operational progress. Trading at the original site in the Clyde Coast and Garnock Valley remains strong and ahead of plan. The second crematorium, in Cannock, Staffordshire has traded ahead of plan since opening in April 2021 and the management team is working with local funeral directors and undertakers to increase awareness of the facility, its service offerings and Horizon's family orientated approach. Construction of the third crematorium, in the suburbs of Glasgow, progressed to plan during lockdown with minimal disruption and opened in mid-December 2021. There are two further sites in the near term pipeline. The planning appeal process at Oxted in Surrey is currently ongoing and the planning application at Hooton, near Chester, has been submitted. The medium term strategic objective remains to build a portfolio of modern, technologically advanced crematoria that meet the best environmental standards whilst offering a compassionate service for families, and to sell the business to a trade, private equity or infrastructure acquirer when all sites reach maturity.

In March 2020, your Company completed its investment in marketing technology provider Nano Interactive, which uses proprietary "intent targeting" technology to help clients enhance the effectiveness of digital advertising campaigns. Nano's solutions assess multiple intent signals such as online search history, to enable clients to place adverts in real time which target consumers who have indicated an interest in a product or service. The business has made significant positive progress over the past year and is building a strong market position with an extensive client list that includes household names such as Mars, McDonalds, Microsoft, Pets at Home and Vodafone. During 2021, Nano has also been helping the UK Government to achieve targeted messaging with its COVID-19 communication strategy. As the economic recovery gathers pace, Nano is well positioned to achieve further scale and is set to exceed its current annual sales budget and to deliver 50% growth year on year. The near term strategic objective is to develop a presence in the US, which should help drive further growth and build a stronger market position.

Whilst market conditions within the hospitality industry have remained challenging throughout the year, with COVID-19 restrictions impacting trading hours and customer capacity, QikServe has made transformational progress, achieving a sixfold increase in ARR since the start of the pandemic. The Edinburgh based business, which has developed a patented self-service platform that enables customers to order and pay for refreshments, either at their table or remotely, and without the need for personal contact or handling menus, has been well placed to assist clients as they digitise their offering, in line with market dynamics. Throughout the pandemic, the business has expanded its client base and its solution is now live in over 4,500 sites worldwide. QikServe was strengthened by the 2019 acquisition of Preoday, a provider of order ahead, click & collect solutions, which added a complementary service offering. QikServe has a strong pipeline of opportunities and is well placed to continue to grow over the coming year, with a strategic focus on the US, which is viewed as a key market.

Since receiving the first investment from Maven clients, language analytics software specialist Relative Insight has expanded its customer base and trebled ARR. The business is establishing a strong presence in the language and text data analytics market, where its advanced linguistics technology helps clients to create content that is designed to appeal to a specific audience and thereby increase the effectiveness of advertising and marketing campaigns. This software solution has been adopted by numerous household blue chip names such as HSBC, John Lewis, Nespresso and Sky, alongside large marketing and advertising agencies. The business is delivering on the core objectives set out at the time of original investment and is well positioned to achieve future growth, with a particular focus on building a presence in the US.

Rockar, a developer of a disruptive digital platform for buying new and used cars, has continued to grow its online white label software solution during the period, and has attracted attention from a number of car manufacturers and national dealership groups that are keen to develop a digital alternative to replace or complement the traditional showroom model. Following the demerger of the retail business in May 2021, Rockar is now focused exclusively on developing and expanding its technology platform and is currently working with manufacturers such as BMW and Jaguar Land Rover. Whilst the automotive market is one of the few remaining major retail sectors to fully embrace a digital solution, there has been encouraging progress across the automotive market to achieve this and Rockar remains at the forefront in terms of its technological capabilities.

Conversely, a small number of portfolio companies have failed to deliver their commercial objectives, which is partly attributed to the challenging conditions in the wider economy resulting from the pandemic. Despite making good early progress, online boiler supplier, installer and service provider, Boiler Plan, has experienced increased levels of competition in its direct-to-consumer business. In response, the management team is gradually pivoting the company into the business-to-business market and a number of sizeable new contracts have already been secured. DigitalBridge is a developer of virtual design and visualisation software that has changed strategic direction following the appointment of a new chief executive. The business has been refocused and is gaining traction in the augmented reality and product configuration markets. In both cases, whilst early progress has been achieved, the Manager has elected to maintain protective provisions and will monitor progress closely. A full provision was taken against the holding in Altra Consultants, which did not achieve sufficient commercial traction, resulting in the sale of the business assets to a trade consolidator.

The AIM portfolio has continued to make good progress and recorded a total gain of £866,000 over the year. In addition to the uplift in value associated with the IPO of GENinCode, the key drivers to this performance were MaxCyte, the life sciences company that has developed a cell-engineering enabled technology for the rapidly growing cell and gene-editing therapies market; drug discovery company C4X Discovery, which seeks to become the world's most productive drug discovery and development company by exploiting cutting edge technologies to design and create superior drug candidates; and Destiny Pharma, a clinical stage biotech company that is dedicated to the discovery, development and commercialisation of new antimicrobials that have the ability to improve outcomes for patients.

ESG

As part of a move towards more sustainable and societally conscious investing, the Manager has adapted and enhanced its investment process to include ESG as a core part of the investment appraisal criteria. During the year, and shortly after the period end, your Company completed a number of investments in companies that have particularly strong ESG credentials and which are delivering good growth in new and expanding markets. These include Guru Systems, which is focused on providing hardware, software and analytics to help improve the performance of heat networks as part of the drive to decarbonise heat systems; Liftango, which has developed a technology platform to improve the efficiency of on-demand transport such as corporate buses and carpooling, in order to reduce carbon footprint and congestion; Pura, which has developed a range of eco-friendly baby nappies and wipes that are completely plastic free and biodegradable, as well as being accredited by the British Skin Foundation and Allergy UK; and iPac a designer and manufacturer of bespoke sustainable plastic packaging for the UK food sector. ESG considerations are becoming an increasingly important feature of investment and strong credentials in this area can help add value at exit. The Manager will continue to identify and monitor these metrics and help portfolio companies by sharing best practice. As part of the environmental considerations, it is also worthwhile noting that your Company's exposure to the energy services sector has been reducing over recent years, and now accounts for less than 6% of the portfolio by value. Within this sector, most investee companies have, for a number of years, been actively diversifying away from a reliance on oil & gas and moving into renewable energy or other markets in recognition of the need to realign their longer term growth strategy.

Liquidity Management

The Board and the Manager continue to operate an active liquidity management policy, with the objective of generating income from cash resources held prior to investment. The Manager has constructed a focused portfolio of listed investment trust holdings and will continue to consider any other permitted investment options that have the potential to meet this objective.

New Investments

This has been an active period for new investment, with the addition of 10 new private company holdings to the portfolio. These businesses operate in sectors that are among the UK's most dynamic, and which have continued to experience growth despite the challenging conditions in the wider economy.

Adimo has developed a marketing technology platform for the fast-moving consumer goods (FMCG) sector, which is the world's largest advertising sector by spend. Adimo's solution gives FMCG advertisers a direct sales capability by connecting an advert or promotion to an online grocery basket and allowing a product to be added, either for purchase later or to be bought instantly through the Buy Now functionality. The software also provides brands with important data on customers' buying behaviour, to help support repeat purchases. Adimo has a strong blue chip client list that includes Coca-Cola, Danone and GSK. The VCT funding is being used to grow the revenue base and progress new client opportunities.

Atterley.com is an online fashion marketplace that provides independent fashion retailers and brands with access to a fully integrated e-commerce service platform including managing logistics, customer services and marketing support. The platform is aimed at the premium designer end of the market and offers customers an extensive selection of emerging and undiscovered labels curated by high profile fashion buyers. The VCT funding is being used to expand the market presence in the US, make a number of specific hires, and further develop the technology.

Cardinality has developed a software platform for high volume data handling and analytics that enables clients to collate, manage and derive value from very large data sets. The business processes up to 15 billion lines of code per day, which is used to help its clients increase productivity, enhance marketing activities, improve fraud detection and identify customer spending habits or patterns. Activity is currently focused on the telecoms sector and Cardinality's clients include Telefonica, Vodafone and Zain. The VCT funding is being used to expand into new target markets, with an initial focus on the financial services sector.

CYSIAM is a provider of cyber security and incident response services to a broad range of public and private sector clients. The management team and a number of employees have a background in the military or intelligence fields, which provides a deep understanding and insight into this rapidly growing market. The VCT funding is being used to support the business as it scales and will specifically assist in launching a sales and marketing campaign and enhancing further product development.

FodaBox provides an online marketplace for high quality independent food and drink producers operating in the retail, corporate gifting and wholesale markets. The platform provides a comprehensive suite of services, including distribution, order fulfilment, thirdparty logistics and export, enabling artisan producers to reach more consumers and to establish a reliable and integrated supply chain in a market that is dominated by large corporates. The VCT funding is being used to expand the business, including opening a third warehouse, further developing the software and analytics tools and launching a range of private label products.

T M

Guru Systems is a supplier of internet enabled hardware, software and analytics solutions that help to improve the performance and cost-effectiveness of heating systems. Guru's carbon saving monitoring technology is initially focused on heat networks, which generate and supply heat centrally to consumers via a network of underground hot water pipes, avoiding the need for individual boilers or electric heaters in every building. Guru's solutions have the potential to improve each stage of a heat network project, resulting in significant improvements in performance. This is an attractive growth market, with strong ESG credentials, which is heavily supported by the Government's decarbonisation strategy as part of the net zero agenda. The VCT funding is being used to invest in sales and marketing, to launch the latest products and to prepare the business for overseas expansion.

Horizon Technologies is a specialist manufacturer and supplier of airborne signals intelligence (SIGINT) systems for use in Intelligence, Surveillance and Reconnaissance applications. The core hardware solution FlyFish is currently in operation on numerous platforms worldwide, including daily search and rescue missions via NATO and FRONTEX in the Mediterranean, as well as counter piracy operations off the coast of East Africa. The VCT funding is being used to support the market launch of Amber™, a space-based Maritime Domain Awareness technology that has been developed in conjunction with the UK Government. The technology builds on the capability of FlyFish and will be added to commercial satellites to identify geolocation and classify maritime radars to help detect illegal activity such as piracy, smuggling, illegal fishing and terrorism.

governments, transport authorities and global corporates. The technology helps clients to design and implement the most efficient and environmentally friendly shared transport network. The business has three core products (on-demand buses, fixed-route shuttles and carpool), all of which are designed to minimise carbon footprint, reduce congestion and create a safe and convenient shared transport experience. Liftango has a strong client list including corporates such as IKEA, Tesla, Unilever and Volvo, as well as several county councils. The VCT funding is being used to recruit key sales and marketing staff and to assist the business as it expands into Europe and North America.

Liftango is the provider of a demand responsive transport (DRT) platform for

RwHealth has developed a proprietary artificial intelligence (AI) and machine learning platform that provides analytics and insights into the healthcare and pharma sectors. Having established a market leading position in the UK, primarily supporting NHS clients, RwHealth entered the pharma sector in late 2020 and has achieved early success, including securing Pfizer and Amicus Therapeutics as customers. The business has increased revenues significantly over the past two years and has a clear roadmap for further expansion. The VCT funding is being used to support the development and working capital requirements of the pharma unit as it builds its market presence.

Snappy Shopper provides local convenience stores with the technology to set-up home delivery services at a minimal cost. The key advantage of the proposition is that it delivers to the customer within 30 to 60 minutes, thereby offering true convenience whilst also significantly increasing average basket spend. A large number of stores do not currently have a home delivery service, which presents a significant market opportunity. Snappy has experienced rapid growth over the past year and has ambitious targets to continue its store roll-out programme. The business also includes Hungrrr, an online and app food ordering system for the hospitality sector with a client list that includes Brewdog, Hilton, Holiday Inn and UEFA Champions League. The VCT funding is being used to expand market share, support technology development and to scale the team.

During the period, four new AIM quoted investments were added to the portfolio.

  • Crossword Cybersecurity is focused on the development and commercialisation of cyber security and risk management related software, based on university research, as well as cyber security consulting. The business goal is to build a portfolio of revenue generating cyber security products based on intellectual property. Your Company participated in the £1.6 million fundraising, which completed in February 2021. The investment is being used to increase sales and marketing resource, accelerate product development and provide additional working capital.
  • Oncimmune is a leader in the field of early cancer detection. The company has developed a diagnostic test, based on the presence of blood autoantibodies that work against specific tumours such as lung cancer, and which has the potential to detect cancer up to four years earlier than traditional diagnostics such as X-rays or CT scans. Your Company participated in the £9 million fundraising, which completed in March 2021. The investment is being used to grow the pipeline of commercial prospects and increase operating capacity at the discovery research facility in Dortmund, Germany.
  • Polarean Imaging is an innovator in the medical imaging market, having developed equipment that enables existing MRI systems to achieve superior lung imaging by using hyperpolarised Xenon gas as an imaging agent. This provides a non-invasive and radiation-free functional imaging platform, which is more accurate and less harmful than current methods. Your company participated in the £25 million fundraising, which completed in April 2021. The investment is being used to support the ongoing clinical trial, build the commercial team, finance regulatory and medical costs, and support the continued investment in research and development.
  • Spectral MD is a predictive analytics group that has developed a proprietary algorithm and optical technology for faster treatments in wound care, with a focus on burn wounds and diabetic foot ulcers. Your Company participated in the IPO on AIM, which completed in June 2021 and raised £11.3 million. The investment is being used to support the development of the foot ulcer product, build a European presence, establish a US distribution network and provide working capital for the group.
Investment
cost
Investments Date Sector £'000
New unlisted
Atterley.com Holdings Limited March 2021 Software 199
Cardinality Limited March 2021 Data analytics 448
CYSIAM Limited December 2021 Software 199
Draper & Dash Limited
(trading as RwHealth)
October 2021 Data analytics 398
Enpal Limited (trading as Guru Systems) June 2021 Software 299
FodaBox Limited October 2021 Business services 398
Horizon Technologies Consultants Limited May 2021 Industrials & engineering 448
Liftango Group Limited December 2021 Software 497
Project Falcon Topco Limited
(trading as Quorum Cyber)1
December 2021 Software 419
Rico Developments Limited
(trading as Adimo)
February 2021 Marketing &
advertising technology
200
Rockar Retail Limited2 May 2021 Software 21
Snappy Shopper Limited July 2021 Software 298
Total new unlisted 3,824

The table below shows the investments that have been completed during the period:

Investments (continued) Date Sector Investment
cost
£'000
Follow-on unlisted
Boiler Plan (UK) Limited3 October &
November 2021
Business services 181
Delio Limited February 2021 Software 425
MirrorWeb Limited June 2021 Software 150
Total follow-on unlisted 756
Total unlisted 4,580
New quoted
Crossword Cybersecurity PLC August 2021 Software 122
Oncimmune Holdings PLC March 2021 Pharmaceuticals,
biotechnology & healthcare
100
Polarean Imaging PLC April 2021 Pharmaceuticals,
biotechnology & healthcare
129
Spectral MD Holdings PLC June 2021 Pharmaceuticals,
biotechnology & healthcare
99
Total new quoted 450
Total investments 5,030

1 Retained minority interest from the sale of Quorum Cyber Security Limited.

2 Investment reflects the demerger of the retail business from the core Rockar technology business.

3 Follow-on investment completed in two tranches.

At the year end, the portfolio stood at 119 unlisted and quoted investments, at a total cost of £56.9 million.

Realisations

In June 2021, the sale of education safeguarding software provider eSafe completed. Since investment in December 2017, eSafe had made steady progress, including expanding its client base and growing its market position. Whilst trading was temporarily impacted by the imposition of lockdown restrictions, notably the closure of schools and colleges, the operational performance subsequently recovered, following the re-opening of the education sector for face-to-face learning. During the period, an offer to acquire the business was accepted from Smoothwall, a private equity backed competitor, and the exit generated a total return of 1.4x cost over the life of the investment.

In July 2021, the conditional sale of online mortgage broker Mojo Mortgages completed, subject to regulatory approval. Your Company first invested in Mojo in 2019, supporting an ambitious management team to develop its disruptive mortgage broking technology platform. Mojo's solution provides an innovative hybrid of online and advised services, capable of managing the full process from product price comparison through to the mortgage application and completion. During the period under review, an offer to acquire the business was received from RVU, which is part of the Zoopla Property Group that owns a number of consumer finance and comparison sites such as Confused.com, Uswitch and Zoopla. The exit formally completed following receipt of regulatory approval in early December 2021, generating a total return of up to 1.8x cost over the life of the investment.

In August 2021, the sale of employee compensation software solution provider Curo Compensation completed. Since investment in 2017, Curo had made steady progress, with its market leading technology adopted by an increasing number of blue chip clients. The business had also extended its product suite to include key areas of compensation risk, as well as identifying inequitable pay gaps in line with the introduction of gender pay gap reporting. Whilst the business fundamentals remained attractive, the growth rate was slower than anticipated and this was exacerbated by the pandemic. The decision was taken to progress an exit and, following a formal sales process, an offer to acquire the business was accepted from PayScale Inc, a US based compensation data business, which generated a total return of 1.1x cost over the life of the investment.

In December 2021, the sale of cyber security technology provider Quorum Cyber completed. Quorum provides a fully managed, 24/7 cyber risk mitigation platform for companies. Over recent years the threat of cyber attacks has become an increasingly significant risk for businesses, which was amplified during the pandemic as companies followed Government advice and implemented working from home practices which, in some cases, exposed system weaknesses. Against this backdrop, Quorum experienced a rapid increase in demand for its services which, in turn, resulted in strong growth in contracted recurring revenue. During the period of investment, the business increased its customer numbers both through organic sources as well as via referrals from partners such as Microsoft. An approach to acquire Quorum was received from a UK private equity house and the exit delivered an overall money multiple return of 6.5x cost, inclusive of a retained minority holding in the business that enables your Company to participate in its future growth and offers the potential for a further return.

During the period, £1.95 million was realised through AIM disposals, where the Manager was able to take advantage of share price appreciation and favourable market conditions to actively trade out of a number of holdings either partially or completely, in order to lock in profits.

The table below gives details of all realisations completed during the reporting period. This includes a number of legacy and under performing investments, where the Manager elected to seek an exit and generated total proceeds that were in excess of their aggregate carrying value at the previous year end.

Sales Year first
invested
Complete/
partial exit
Cost of
shares
disposed of
£'000
Value at
31 December
2020
£'000
Sales
proceeds
£'000
Realised
gain/(loss)
£'000
Gain/(loss)
over
31 December
2020 value
£'000
Unlisted
ADC Biotechnology Limited 1 2017 Complete 1,227 184 383 (844) 199
AVID Technology Group Limited 2 2019 Complete 636 159 87 (549) (72)
Curo Compensation Limited 3 2017 Complete 1,117 846 1,097 (20) 251
eSafe Global Limited 3 2017 Complete 971 753 940 (31) 187
Fathom Systems Group Limited 1 2014 Complete 1,066 121 113 (953) (8)
FLXG Scotland Limited
(formerly Flexlife Group Limited) 1
2010 Complete 339 39 32 (307) (7)
Life's Great Group Limited
(trading as Mojo Mortgages)
2019 Complete 1,155 1,166 1,753 598 587
Martel Instruments
Holdings Limited 4
2007 Partial 209 209 209 - -
Quorum Cyber Security Limited 2 2020 Complete 500 500 3,203 2,703 2,703
Symphonic Software Limited 5 2019 Complete - - 22 22 22
Other unlisted investments - - 21 21 21
Total unlisted 7,220 3,977 7,860 640 3,883
Sales (continued) Year first
invested
Complete/
partial exit
Cost of
shares
disposed of
£'000
Value at
31 December
2020
£'000
Sales
proceeds
£'000
Realised
gain/(loss)
£'000
Gain/(loss)
over
31 December
2020 value
£'000
Quoted
Access Intelligence PLC 2019 Partial 7 12 20 13 8
AFC Energy PLC 2020 Partial 90 441 334 244 (107)
Byotrol PLC 2017 Complete 167 339 240 73 (99)
Ideagen PLC 2015 Partial 14 105 120 106 15
One Media IP Group PLC 2020 Partial 15 12 17 2 5
Scancell Holdings PLC 2019 Complete 124 335 506 382 171
SkinBio Therapeutics PLC 2020 Partial 27 35 44 17 9
Trackwise Designs PLC 2020 Partial 18 74 51 33 (23)
Vectura Group PLC 2004 Complete 100 128 166 66 38
Velocys PLC 2020 Complete 97 195 104 7 (91)
Verici Dx PLC 2020 Partial 104 300 351 247 51
Total quoted 763 1,976 1,953 1,190 (23)
Fixed income investment trusts
Alcentra European Floating Rate
Income Fund Limited 6
2019 Partial - - 9 9 9
Total fixed income
investment trusts
- - 9 9 9
Total sales 7,983 5,953 9,822 1,839 3,869

1 This had no material impact on NAV as a provision had been taken in a previous period.

2Proceeds exclude yield received, which is disclosed as revenue for financial reporting purposes; this had no material impact on NAV as a provision had been taken in a previous period.

3Proceeds exclude yield and redemption premiums received, which are disclosed as revenue for financial reporting purposes.

4 Loan note repayment.

5Deferred consideration.

6 Liquidation proceeds.

During the year, one private company was struck off the Register of Companies, resulting in a realised loss of £547,000 (cost £547,000). This had no effect on the NAV of the Company as a full provision had been made against the value of the holding in a previous period.

Material Developments Since the Period End

Since 31 December 2021, three new private company assets have been added to the portfolio.

  • iPac is a designer and manufacturer of bespoke sustainable plastic packaging, which is predominantly used by the UK food sector. The business is at the leading edge of sustainable manufacturing and over 95% of its raw materials are recycled plastics, 99% of its production waste is recycled and it sources 94% of its power from renewable energy. The VCT funding is being used to scale production capacity, and to open a second manufacturing facility.
  • ORCHA is a global leader in curating and managing accredited frameworks, which enable private, local and national health systems to adopt digital solutions to support healthcare professionals in recommending digital health apps to patients. ORCHA's products are live in 12 countries, including the UK, Canada and parts of Europe, with over 12,000 assessments processed to date. The VCT funding is being used to further develop the core technology and to support the expansion into new markets, such as the US.
  • Pura is a baby care brand that specialises in eco-friendly wipes and nappies. Pura's plant-based wipes are 100% plastic free and 100% biodegradable, they are also accredited by the British Skin Foundation and Allergy UK. Pura's nappies are enhanced with organic cotton and are made using green energy with no production waste to landfill. Since launching in 2020 Pura has established itself through a direct to consumer, subscription-based website model. The VCT funding is being used to support the expansion into the businessto-business market, which is specifically targeted at the supermarket sector in the UK and US.

In January 2022, the holding in 3D photonic circuit specialist Optoscribe was realised with the sale to a US corporate buyer. The sales generated a total return of 1.85x cost over the holding period.

In February 2022, the holding in The GP Service (GPS) was acquired by Kanabo GP Limited, a subsidiary of Kanabo Group PLC, a Main Market listed pan-European medical cannabis company that is focused on developing and distributing medical and wellbeing cannabis derived products, for £13.5 million, in an all share transaction. The acquisition will enable Kanabo to facilitate its growth plan and expand distribution by using the GPS established digital and telemedicine business.

Outlook

Your Company has made good progress during the financial year. Following the VCT rules change in 2015, the Manager has been progressively building a large and diverse portfolio of fast growing private companies, where value uplift or exit is generally achieved over a medium term holding period, supplemented by a tactical portfolio of AIM quoted investments that can offer earlier liquidity and return potential. As the private company portfolio expands and matures, strong commercial progress is increasingly evident and a number of companies have achieved a step change in their valuation, notwithstanding the pandemic. The successful realisations completed during the past year have helped prove the operating model, and the immediate outlook for M&A activity remains encouraging with international buyers and investors once again actively targeting the UK market, notably as the impact of Brexit is now clearer. During the year, several under performing legacy investments were disposed of to enable the Manager to focus on the companies that are delivering growth and represent the most compelling investment opportunity. The year ahead will, therefore, see a continued focus on adding new holdings to the portfolio in sectors that are likely to be attractive to a wide pool of eventual buyers, to help maintain a trend of positive investor returns and the payment of regular dividends.

Maven Capital Partners UK LLP Manager

22 March 2022

LARGEST INVESTMENTS BY VALUATION

AS AT 31 DECEMBER 2021

Horizon Ceremonies Limited (trading as Horizon Cremation)

Kent

Sector – Business services

Cost (£'000) 2,463
Valuation (£'000) 3,694
Basis of valuation Discounted cash flow
Equity held 12.9%
Income received to date (£'000) 376
First invested May 2017
Year end 31 December
2020 (£'000) 2019 (£'000)
Net assets/(liabilities) 1,428 (1,162)

This company produces abbreviated accounts as permitted under the Companies Act 2006 relating to small companies.

Horizon Ceremonies is building and operating a portfolio of environmentally and technologically advanced crematoria across the UK that provide a family orientated approach. Horizon now has a portfolio of three operational crematoria. The original facility in Clyde Coast and Garnock Valley, has been operational since 2018; a second facility in Cannock, Staffordshire, opened in April 2021; and a third crematorium on the outskirts of Glasgow opened in December 2021. Horizon also has a good near term pipeline with planning applications submitted for two further sites.

www.horizoncremation.co.uk

Other Maven clients invested: Maven Income and Growth VCT PLC Maven Income and Growth VCT 3 PLC Maven Income and Growth VCT 5 PLC Maven Investor Partners

BioAscent Discovery Limited

Motherwell

Sector – Pharmaceuticals, biotechnology & healthcare

bio ascent

Cost (£'000) 1,532
Valuation (£'000) 3,200
Basis of valuation Revenue
Equity held 26.1%
Income received to date (£'000)1 Nil
First invested June 2018
Year end 31 December
2020 (£'000) 2019 (£'000)
Net assets 3,436 4,194

This company produces abbreviated accounts as permitted under the Companies Act 2006 relating to small companies.

BioAscent provides compound collection facilities and drug discovery processes for pharmaceutical and biotechnology organisations, testing interactions against a collection of over one million chemical compounds to identify potential drug candidates for preclinical trials. The company is able to maintain a library of 125,000 compounds in optimum conditions at a state-of-the-art R&D facility, which enables clients to avoid committing significant financial and technical resources to undertaking these critical processes in-house.

www.bioascent.com

Other Maven clients invested: Maven Income and Growth VCT PLC Maven Income and Growth VCT 3 PLC Maven Income and Growth VCT 5 PLC

e.fundamentals (Group) Limited

London

Sector – Marketing & advertising technology

Cost (£'000) 967
Valuation (£'000) 2,602
Basis of valuation Revenue
Equity held 3.8%
Income received to date (£'000)1 Nil
First invested October 2019
Year end 31 December
2020 (£'000) 2019 (£'000)
Net assets 11,388 10,025

This company produces abbreviated accounts as permitted under the Companies Act 2006 relating to small companies.

e.fundamentals analyses e-commerce data across a B2B client's online listings, relative to competitor brands, and focused on the client's chosen products, countries and retailers. The platform consolidates various data streams and compiles user-friendly framework of fundamental measures that can deliver e-commerce solutions to enable a client to improve decision making and boost sales through more effective online sales strategies. e.fundamentals has already built a strong core client base of UK and global consumer packaged goods businesses, including PepsiCo, Dairy Crest, Kellogg's, Mars and Royal Canin.

www.efundamentals.com

Other Maven clients invested: Maven Income and Growth VCT PLC Maven Income and Growth VCT 3 PLC Maven Income and Growth VCT 5 PLC

Relative Insight Limited

Lancaster

Sector – Marketing & advertising technology

Cost (£'000) 1,000
Valuation (£'000) 2,150
Basis of valuation Revenue
Equity held 5.3%
Income received to date (£'000)1 Nil
First invested August 2019
Year end 31 December
2021 (£'000) 2020 (£'000)
Net assets 906 1,643

This company produces abbreviated accounts as permitted under the Companies Act 2006 relating to small companies.

Relative Insight has developed advanced linguistic analysis technology capable of processing large quantities of content to allow client companies to gain measurable business value from language data assets, such as reviews, CRM and social media. This analyses how language is used and generates language sets and actionable insight that can be used to create tailored content for specific audiences. The platform is used by clients, including DFS, John Lewis and marketing brands, to understand their audience in new ways and create more effective marketing and influencing campaigns.

www.relativeinsight.com

Other Maven clients invested: Maven Income and Growth VCT PLC Maven Income and Growth VCT 3 PLC Maven Income and Growth VCT 5 PLC

Delio Limited

Cardiff

Relative Insight Limited

Sector – Marketing & advertising technology

Cost (£'000) 1,000 Valuation (£'000) 2,150 Basis of valuation Revenue Equity held 5.3% Income received to date (£'000)1 Nil First invested August 2019 Year end 31 December

Net assets 906 1,643

This company produces abbreviated accounts as permitted under the Companies Act 2006 relating to

Relative Insight has developed advanced linguistic analysis technology capable of processing large quantities of content to allow client companies to gain measurable business value from language data assets, such as reviews, CRM and social media. This analyses how language is used and generates language sets and actionable insight that can be used to create tailored content for specific audiences. The platform is used by clients, including DFS, John Lewis and marketing brands, to understand their audience in new ways and create more effective marketing and

small companies.

influencing campaigns.

www.relativeinsight.com

Other Maven clients invested: Maven Income and Growth VCT PLC Maven Income and Growth VCT 3 PLC Maven Income and Growth VCT 5 PLC

2021 (£'000) 2020 (£'000)

Lancaster

Sector – Software (FinTech)

Cost (£'000) 958
Valuation (£'000) 2,033
Basis of valuation Revenue
Equity held 5.2%
Income received to date (£'000)1 Nil
First invested July 2019
Year end 31 March
2021 (£'000) 2020 (£'000)
Net assets 3,105 3,131

This company produces abbreviated accounts as permitted under the Companies Act 2006 relating to small companies.

Delio designs and builds digital private asset infrastructures for global financial institutions, including private and investment banks, wealth managers, family offices, angel networks and corporate advisers. Its customised white label technology platform uses configurable software that allows institutions to ensure security, compliance and efficiency whilst optimising the distribution, transaction and reporting of investment opportunities, by connecting investors and capital with private market investments in areas including private equity, private debt, real estate and social impact.

www.deliogroup.com

Other Maven clients invested: Maven Income and Growth VCT PLC Maven Income and Growth VCT 3 PLC Maven Income and Growth VCT 5 PLC

Ensco 969 Limited (trading as DPP)

Southampton

Sector – Industrials & engineering

1,823
1,889
Earnings
7.4%
731
March 2013
31 October
2019 (£'000)
10,879
770
1,953

DPP provides planned and reactive maintenance to businesses in the leisure, hospitality and retail sectors across the south of England and south Wales. DPP has grown from being a heating contractor into a service provider across the mechanical, electrical and HVAC sectors, providing maintenance services under medium term contracts alongside project work for minor and major refurbishment programmes. The business has seen a significant recovery following the easing of restrictions and the re-opening of the hospitality and leisure sector.

www.dpp.ltd.uk

Other Maven clients invested: Maven Income and Growth VCT PLC Maven Income and Growth VCT 3 PLC Maven Income and Growth VCT 5 PLC Maven Investor Partners

Whiterock Group Limited

Aberdeen

Sector – Software (Infotech)

Cost (£'000) 1,014
Valuation (£'000) 1,753
Basis of valuation Earnings
Equity held 13.0%
Income received to date (£'000) 73
First invested December 2016
Year end 31 December
2020 (£'000) 2019 (£'000)
Net assets 915 567

This company produces abbreviated accounts as permitted under the Companies Act 2006 relating to small companies.

Whiterock Group develops specialist visual asset management solutions for clients across a range of industries, delivering cost savings around the inspection and maintenance of assets. Whiterock has developed ZynQ 360 software, a cloud based visualisation system that captures 360° photography and video to create a high definition visual environment. This enables clients to navigate every area of hard to access assets such as offshore platforms, refineries or government buildings, and can be used across a range of devices.

www.whiterockgroup.net

Other Maven clients invested: Maven Income and Growth VCT PLC Maven Income and Growth VCT 3 PLC Maven Income and Growth VCT 5 PLC

Rockar 2016 Limited (trading as Rockar)

Hull

Sector – Software (Fulfilment technology)

Cost (£'000) 1,674
Valuation (£'000) 1,741
Basis of valuation Earnings
Equity held 6.9%
Income received to date (£'000) 101
First invested July 2016
Year end 31 December
2020 (£'000) 2019 (£'000)
Sales 43,861 51,754
EBITDA2 91 340
Net assets 3,410 725

Rockar has developed a disruptive digital car-buying proposition that aims to revolutionise the retail market by giving customers access to all the services of a traditional dealership online. The white label solution helps car manufacturers digitalise their traditional route to market and enables consumers to complete their purchase online, including options for part-exchange and finance.

www.rockar.digital

Other Maven clients invested: Maven Income and Growth VCT PLC Maven Income and Growth VCT 3 PLC Maven Income and Growth VCT 5 PLC

Vodat Communications Group (VCG) Holding Limited

Stockport

Rockar 2016 Limited (trading as Rockar)

Sector – Software (Fulfilment technology)

Cost (£'000) 1,674 Valuation (£'000) 1,741 Basis of valuation Earnings Equity held 6.9% Income received to date (£'000) 101 First invested July 2016 Year end 31 December

Sales 43,861 51,754 EBITDA2 91 340 Net assets 3,410 725

Rockar has developed a disruptive digital car-buying proposition that aims to revolutionise the retail market by giving customers access to all the services of a traditional dealership online. The white label solution helps car manufacturers digitalise their traditional route to market and enables consumers to complete their purchase online, including options for part-exchange

and finance.

www.rockar.digital

Other Maven clients invested: Maven Income and Growth VCT PLC Maven Income and Growth VCT 3 PLC Maven Income and Growth VCT 5 PLC

2020 (£'000) 2019 (£'000)

Hull

Sector – Business services

Cost (£'000) 1,240
Valuation (£'000) 1,717
Basis of valuation Earnings
Equity held 7.1%
Income received to date (£'000) 553
First invested March 2012
Year end 31 March
2021 (£'000) 2020 (£'000)
Sales
31,151
28,547
EBITDA2
1,967
1,886
Net assets
1,428
2,106

VCG provides managed network and IT solutions to business customers and offers a range of products and services including secure data networks, cyber security, IT infrastructure, telephone/VOIP services and disaster recovery. VCG serves a wide range of sectors including retail, manufacturing, hospitality, financial services, education, and the public sector. Its customer base includes Hermes, JLL, Kingspan, Kwik Fit, Fat Face, NEC, Poundland, Spirax Sarco, Tarmac and Welcome Break. In 2017, Vodat acquired Axonex, a complementary IT solutions provider, with the enlarged business now rebranded as VCG.

www.vcg.group

Other Maven clients invested: Maven Income and Growth VCT PLC Maven Income and Growth VCT 3 PLC Maven Income and Growth VCT 5 PLC Maven Investor Partners

1 No interest is payable as the investment has been structured as all equity. 2 Earnings before interest, tax, depreciation and amortisation.

QikServe Limited

Edinburgh

Sector – Software (Hospitality)

Cost (£'000) 1,674
Valuation (£'000) 1,674
Basis of valuation Revenue
Equity held 7.6%
Income received to date (£'000)1 Nil
First invested December 2016
Year end 31 July
2020 (£'000) 2019 (£'000)
Net assets 5,408 1,315

This company produces abbreviated accounts as permitted under the Companies Act 2006 relating to small companies.

QikServe provides a patented cloud enterprise platform to hospitality clients, allowing customers to order, pay and participate in loyalty schemes on any mobile device (smartphone, bring-your-own/on premise tablet), as well as fixed third party devices (e.g. kiosks). The business has established itself as a leading player having created disruptive technology to service the travel and hospitality sectors. QikServe plays a pivotal role in a client's direct relationship with its customers via the provision of its guest facing selfservice interface.

www.qikserve.com

Other Maven clients invested: Maven Income and Growth VCT PLC Maven Income and Growth VCT 3 PLC Maven Income and Growth VCT 5 PLC

NATIONAL PRESENCE REGIONAL FOCUS

TEN LARGEST INVESTMENTS

    1. Horizon Ceremonies Limited
    1. BioAscent Discovery Limited
    1. e.fundamentals (Group) Limited
    1. Relative Insight Limited
    1. Delio Limited
    1. Ensco 969 Limited
    1. Whiterock Group Limited
    1. Rockar 2016 Limited
    1. Vodat Communications Group (VCG) Holding Limited
    1. QikServe Limited

MAVEN OFFICES

  • A. Edinburgh
  • B. Glasgow
  • C. Newcastle
  • D. Durham
  • E. Manchester
  • F. Liverpool
  • G. Nottingham
  • H. Birmingham
  • I. London
  • J. Bristol
  • K. Reading

INVESTMENT PORTFOLIO SUMMARY

AS AT 31 DECEMBER 2021

Investment Valuation
£'000
Cost
£'000
% of total
assets
% of
equity
held
% of
equity
held by
other
clients1
Unlisted
Horizon Ceremonies Limited
(trading as Horizon Cremation)
3,694 2,463 4.5 12.9 39.7
BioAscent Discovery Limited 3,200 1,532 3.9 26.1 13.9
e.fundamentals (Group) Limited 2,602 967 3.3 3.8 7.1
Relative Insight Limited 2,150 1,000 2.6 5.3 24.0
Delio Limited 2,033 958 2.5 5.2 9.8
Ensco 969 Limited (trading as DPP) 1,889 1,823 2.3 7.4 27.1
Whiterock Group Limited 1,753 1,014 2.1 13.0 17.0
Rockar 2016 Limited (trading as Rockar) 1,741 1,674 2.1 6.9 14.7
Vodat Communications Group (VCG) Holding Limited
(formerly Vodat Communications Group Limited)
1,717 1,240 2.1 7.1 19.8
QikServe Limited 1,674 1,674 2.0 7.6 8.2
The GP Service (UK) Limited 1,622 1,597 2.0 19.2 32.1
Contego Solutions Limited (trading as NorthRow) 1,581 1,581 1.9 12.1 20.2
Cat Tech International Limited 1,513 1,115 1.8 8.4 21.6
Martel Instruments Holdings Limited 1,509 701 1.8 14.7 29.6
CB Technology Group Limited 1,405 1,097 1.7 19.6 59.3
WaterBear Education Limited 1,396 987 1.7 20.1 19.1
Bright Network (UK) Limited 1,382 1,383 1.7 11.9 26.0
Optoscribe Limited 1,370 726 1.7 4.5 5.6
MirrorWeb Limited 1,270 700 1.5 8.3 32.8
RMEC Group Limited 1,241 782 1.5 4.8 45.3
Glacier Energy Services Holdings Limited 1,219 1,540 1.5 6.0 21.7
ebb3 Limited 1,186 1,307 1.4 23.3 35.3
Flow UK Holdings Limited 1,047 1,047 1.3 12.7 22.3
Filtered Technologies Limited 1,034 950 1.3 9.7 15.8
Hublsoft Group Limited 1,000 800 1.2 12.5 18.7
RevLifter Limited 1,000 1,000 1.2 11.9 6.0
HCS Control Systems Group Limited 952 1,201 1.2 10.7 25.8
Boiler Plan (UK) Limited 808 1,181 1.0 19.4 37.5
Nano Interactive Group Limited 773 625 0.9 3.7 11.2
Maven Co-invest Endeavour Limited Partnership 2 773 4 0.9 12.6 87.4
Precursive Limited 750 750 0.9 6.5 15.1
TC Communications Holdings Limited 734 958 0.9 10.7 19.3
Valuation Cost % of total % of
equity
% of
equity
held by
other
Investment £'000 £'000 assets held clients1
Unlisted
Growth Capital Ventures Limited 650 639 0.8 11.5 36.0
Maven Capital (Marlow) Limited 650 650 0.8 - 100.0
Push Technology Limited 525 525 0.6 2.8 8.5
Liftango Group Limited 497 497 0.6 3.3 11.6
Horizon Technologies Consultants Limited 448 448 0.5 3.1 14.1
Cardinality Limited 448 448 0.5 4.5 20.5
Project Falcon Topco Limited
(trading as Quorum Cyber)3
419 419 0.5 1.2 1.7
CODILINK UK Limited (trading as Coniq) 400 400 0.5 1.1 3.8
Draper & Dash Limited (trading as RwHealth) 398 398 0.5 2.0 11.6
FodaBox Limited 398 398 0.5 2.9 8.0
HiveHR Limited 300 300 0.4 5.2 33.7
The Algorithm People Limited 300 300 0.4 6.3 10.6
Enpal Limited (trading as Guru Systems) 299 299 0.4 3.2 18.4
Snappy Shopper Limited 298 298 0.4 0.4 1.4
R&M Engineering Group Limited 268 1,087 0.3 13.4 57.2
ISN Solutions Group Limited 216 467 0.3 7.8 47.2
Rico Developments Limited (trading as Adimo) 200 200 0.2 1.5 8.2
GradTouch Limited 200 200 0.2 2.3 37.7
Atterley.com Holdings Limited 199 199 0.2 2.5 15.2
CYSIAM Limited 199 199 0.2 3.5 16.5
Honcho Markets Limited 129 129 0.2 2.4 22.3
Shortbite Limited (trading as DigitalBridge) 81 325 0.1 1.1 30.5
Intilery.com Limited 75 75 0.1 0.6 58.6
Other unlisted investments 21 1,317
Total unlisted 55,636 46,594 67.6
Investment Valuation
£'000
Cost
£'000
% of total
assets
% of
equity
held
% of
equity
held by
other
clients1
Quoted
Ideagen PLC 1,217 153 1.6 0.2 0.6
GENinCode PLC4 1,175 600 1.5 3.9 7.0
Verici Dx PLC 1,116 438 1.4 1.5 -
MaxCyte Inc 903 207 1.1 0.1 0.1
Intelligent Ultrasound Group PLC 571 400 0.7 1.4 0.4
SkinBioTherapeutics PLC 532 208 0.6 0.8 -
Destiny Pharma PLC 480 300 0.6 0.8 1.0
Creo Medical Group PLC 407 497 0.5 0.2 -
C4X Discovery Holdings PLC 391 137 0.5 0.4 0.6
TPXimpact Holdings PLC
(formerly The Panoply Holdings PLC)
360 107 0.4 0.2 -
ReNeuron Group PLC 321 277 0.4 0.7 1.4
Pelatro PLC 266 496 0.3 2.0 0.7
Oxford Metrics PLC 264 80 0.3 0.2 -
Avacta Group PLC 248 33 0.3 0.1 0.1
Diaceutics PLC 212 161 0.3 0.3 0.3
KRM22 PLC 194 220 0.2 1.6 -
One Media IP Group PLC 186 186 0.2 1.7 -
Angle PLC 181 92 0.2 0.1 -
Diurnal Group PLC 177 99 0.2 0.2 0.3
AFC Energy PLC 172 57 0.2 - -
Crossword Cybersecurity PLC 138 122 0.2 0.5 2.1
Polarean Imaging PLC 119 129 0.1 0.1 0.6
Feedback PLC 103 121 0.1 0.5 1.3
Eden Research PLC 102 83 0.1 0.4 1.0
Access Intelligence PLC 101 35 0.1 0.1 0.4
Oncimmune Holdings PLC 94 100 0.1 0.1 0.5
Faron Pharmaceuticals PLC 73 70 0.1 0.1 0.1
Hardide PLC 65 122 0.1 0.4 0.2
RUA Life Sciences PLC 60 100 0.1 0.4 1.3
Spectral MD Holdings PLC 58 99 0.1 0.1 0.1
Trackwise Designs PLC 47 42 0.1 0.2 0.3
Investment Valuation
£'000
Cost
£'000
% of total
assets
% of
equity
held
% of
equity
held by
other
clients1
Quoted
Seeen PLC 40 75 - 0.3 1.4
Osirium Technologies PLC 40 100 - 1.0 6.0
Vianet Group PLC 30 49 - 0.1 1.4
DeepMatter Group PLC 26 98 - 0.7 1.7
Other quoted investments 12 354 -
Total quoted 10,481 6,447 12.7
Private equity investment trusts
HgCapital Trust PLC 836 427 1.0 0.1 0.1
Apax Global Alpha Limited 578 384 0.7 0.1 0.1
Princess Private Equity Holding Limited 547 391 0.7 0.1 0.1
HarbourVest Global Private Equity Limited 508 250 0.6 - 0.1
BMO Private Equity Trust PLC
(formerly F&C Private Equity Trust PLC)
475 343 0.6 0.2 0.3
ICG Enterprise Trust PLC 372 250 0.5 - 0.1
Standard Life Private Equity Trust PLC 342 190 0.4 - 0.1
Pantheon International PLC 287 180 0.3 - 0.1
Total private equity investment trusts 3,945 2,415 4.8
Real estate investment trusts
Regional REIT Limited 241 265 0.3 0.1 0.1
Target Healthcare REIT PLC 206 199 0.3 0.1 -
Schroder REIT Limited 183 206 0.2 0.1 -
Custodian REIT PLC 126 140 0.1 - -

Total real estate investment trusts 756 810 0.9

Investment Valuation
£'000
Cost
£'000
% of total
assets
% of
equity
held
% of
equity
held by
other
clients1
Fixed income investment trusts
TwentyFour Income Fund Limited 197 196 0.2 0.1 -
Alcentra European Floating Rate Income Fund Limited 9 10 0.1 0.1 -
Total fixed income investment trusts 206 206 0.3
Infrastructure investment trusts
3i Infrastructure PLC 143 118 0.2 - -
The Renewables Infrastructure Group Limited 123 122 0.1 - -
HICL Infrastructure Company PLC 108 105 0.1 - -
International Public Partnerships Limited 104 102 0.1 - -
Total infrastructure investment trusts 478 447 0.5
Total investments 71,502 56,919 86.8

1Other clients of Maven Capital Partners UK LLP.

2Managed by Penta Capital LLP of which Steven Scott, a Director of the Company, is a partner.

3Retained minority interest from the sale of Quorum Cyber Security Limited.

4 This company listed on AIM during the period.

Shaded line indicates that the investment was completed pre 2015.

DIRECTORS' REPORT

The Directors submit their Annual Report together with the Financial Statements of the Company for the year ended 31 December 2021. A summary of the financial results for the year can be found in the Financial Highlights on pages 4 and 5. The investment objective, business model and investment policy are set out in the Business Report on page 16 and the Board's dividend policy is summarised in the Chairman's Statement on page 13.

Principal Activity and Status

The Company's affairs have been conducted, and will continue to be conducted, in a manner to satisfy the conditions to enable it to continue to obtain approval as a venture capital trust under Section 274 of the Income Tax Act 2007. During the year, the Company maintained its membership of the AIC. Its Ordinary Shares are listed on the premium segment of the Official List and traded on the main market of the London Stock Exchange. Further details are provided in the Corporate Summary.

Regulatory Status

The Company is a small registered, internally managed alternative investment fund under the AIFMD. As a VCT, pursuant to Section 274 of the Income Tax Act 2007, the rules of the FCA in relation to non-mainstream investment products do not apply to the Company.

Going Concern

The Company's business activities, together with the factors likely to affect its future development and performance, are set out in this Directors' Report and within the Strategic Report. The financial position of the Company is described in the Chairman's Statement. In addition, Note 16 to the Financial Statements includes: the Company's objectives, policies and processes for managing its financial risks; details of its financial instruments; and its exposures to market price risk, interest rate risk, liquidity risk, credit risk and price risk sensitivity. The Directors believe that the Company is well placed to manage its business risks.

Following a detailed review, and taking into account the impact of the COVID-19 pandemic referred to in the Chairman's Statement on pages 11 to 15 and in the Investment Manager's Review on pages 24 to 34, the Directors have a reasonable expectation that the Company has adequate financial resources to enable it to continue in operational existence for the foreseeable future. Accordingly, they have continued to adopt the going concern basis when preparing the Annual Report and Financial Statements.

Viability Statement

In accordance with Provision 31 of the UK Corporate Governance Code, published in July 2018 and Principle 36 of the AIC Code of Corporate Governance, published in February 2019 (the Codes), the Board has assessed the Company's prospects and risks for the five-year period to 31 December 2026, which is considered appropriate for a VCT business of its size.

In making this statement, the Board carried out a robust assessment of the principal and emerging risks facing the Company as set out in the Business Report, including those that might threaten its business model, future performance, solvency, or degree of liquidity within the portfolio. The Board concentrated its efforts on the major factors that affect the economic, regulatory and political environment, including the COVID-19 pandemic, the UK's decision to leave the EU and the potential impact on EU State Aid Rules.

The Board also considered the quality of the current portfolio, the Company's ability to raise new funds and the Manager's ability to source and secure new investment opportunities. As highlighted in the Chairman's Statement on page 15, the Board considers the Company's future to be positive.

The Directors also considered the Company's cash flow projections and underlying assumptions for the five years to 31 December 2026 and regarded them to be realistic and fair. Therefore, after careful consideration of the Company's current position, its future prospects and, taking into account the Board's attitude to risk and its ongoing review of the investment objective and policy, the Board has a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the course of the five years ending 31 December 2026.

Financial Instruments

The Company's financial instruments comprise its investment portfolio, cash balances, debtors and creditors that arise directly from its operations, including accrued income and purchases and sales awaiting settlement. The main risks that the Company faces arising from its financial instruments are disclosed in Note 16 to the Financial Statements.

Global Greenhouse Gas Emissions

The Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.

Corporate Governance

The Statement of Corporate Governance, which supports this Directors' Report, is shown on pages 57 to 61.

Directors

Biographies of the Directors who held office during the year and as at the date of signing of this Annual Report are shown in the Your Board section of this Annual Report along with their interests in the shares of the Company, which are also shown below.

Bill Nixon is managing partner of Maven Capital Partners UK LLP, which is entitled to receive investment management and secretarial fees, as disclosed in Notes 3 and 4 to the Financial Statements respectively on page 81. No other contract or arrangement significant to the Company's business, and in which any of the Directors is interested, has subsisted during the year.

In accordance with the Codes, all of the other Directors will stand for annual re-election. The Board confirms that, following a formal process of evaluation, the performance of each Director continues to be effective and all Directors have demonstrated commitment to their roles.

Peter Linthwaite oversees the portfolio of private equity fund investments of The Royal London Mutual Insurance Society Limited. He has over 25 years of private equity experience and was previously the chief executive of the BVCA.

Malcolm Graham-Wood began his career as a financial analyst and then spent twelve years at James Capel before becoming head of equities at Williams de Broe. He is a founding partner of HydroCarbon Capital, which provides independent advisory services to the oil & gas sector.

Fraser Gray sits on a number of advisory boards, supporting smaller companies on growth and strategic matters. He was previously a managing director in AlixPartners' turnaround and restructuring practice, where he led the provision of restructuring and liquidity improvement solutions to clients across a wide variety of industry sectors. Fraser is a chartered accountant, and was formerly a licensed insolvency practitioner and accredited mediator.

Bill Nixon, as the managing partner of Maven and with over 40 years of experience in banking and private equity, has a wealth of knowledge in the private equity sector in which the Company operates and is a key contributor to all Board discussions. As a participant in various VCT forums, Bill provides the other Directors with valuable insight to the sector.

Steven Scott is a qualified chartered accountant. He worked in the Bank of Scotland Structured Finance Group before becoming a director of Royal Bank Development Capital, the private equity division of The Royal Bank of Scotland plc. He founded Penta Capital LLP, an independent UK private equity manager that specialises in buy & build investments in the UK.

The Board believes that, for the above reasons, the contribution of each Director continues to be important to the continued long-term success of the Company, as the combined skills and experience ensure a balanced Board of Directors with a wealth of knowledge and understanding in the key areas that are relevant to the Company. However, as intimated in the Chairman's Statement on page 15, Malcolm Graham-Wood has decided to retire from the Board with effect from the conclusion of the 2022 AGM and, therefore, will not be seeking re-election. It is, therefore, believed to be in the best interests of Shareholders that all of the other Directors be re-elected and Resolutions to this effect will be proposed at the 2022 AGM.

Directors' Interests

The Directors who held office during the year and as at the date of this Annual Report, together with their interests in the share capital of the Company, are as follows:

31 December 2021
Ordinary Shares of 10p each
31 December 2020
Ordinary Shares of 10p each
Peter Linthwaite 9,507 9,507
Malcolm Graham-Wood 72,931 72,931
Fraser Gray 39,624 39,624
Bill Nixon 1 988,402 990,804
Steven Scott 202,838 202,838
Total 1,313,302 1,315,704

1A reconciliation correction for 2,402 shares was made to Bill Nixon's holding during the year.

There is no requirement for the Directors of the Company to hold shares in the Company. Subsequent to the year end, Fraser Gray and Bill Nixon acquired a further 66,979 and 133,958 shares respectively under the Offer for Subscription.

All of the interests shown above are beneficial and as at 18 March 2022, being the latest practicable date prior to the publication of this Annual Report, there have been no further changes to them since the end of the Company's financial year.

Conflicts of Interest

Each Director has a statutory duty to avoid a situation where he has, or could have, a direct or indirect interest which conflicts, or may conflict with the interests of the Company. A Director will not be in breach of that duty if the relevant matter has been authorised by the Board in accordance with the Company's Articles. This includes any co-investment made by the Directors in entities in which the Company also has an interest.

The Board has an approved protocol for identifying and dealing with conflicts and has resolved to conduct a regular review of actual or possible conflicts. As previously reported, the Company is invested in Maven Co-invest Endeavour Limited Partnership, which is an investment managed by Penta Capital LLP of which Steven Scott, a Director of the Company, is a partner and which, from time to time, introduces potential investment opportunities to the Manager. The Board has continued to agree that this does not represent a material conflict. No other new, or potential, conflicts of interest were identified during the year.

Substantial Interests

At 31 December 2021, the only Shareholder known to the Company to be directly or indirectly interested in 3% or more of its issued Ordinary Share capital was as follows:

Number of Ordinary Shares held % of issued share capital Hargreaves Lansdown (Nominees) Limited – HLNOM Account 7,784,461 7.08

At 18 March 2022, being the last practicable date prior to the publication of this Annual Report, the only Shareholder known to the Company to be directly or indirectly interested in 3% or more of its issued Ordinary Share capital was as follows:

Number of
Ordinary
Shares held
% of issued
share
capital
Hargreaves Lansdown
(Nominees) Limited –
HLNOM Account
8,112,017 6.69

Manager and Secretary

Maven Capital Partners UK LLP (Maven) acted as Manager and Secretary to the Company during the year ended 31 December 2021 and details of the investment management and secretarial fees are disclosed in Notes 3 and 4 to the Financial Statements respectively.

The principal terms of the Management and Administration Deed agreed with Maven are as follows:

Termination provisions

The agreement is capable of termination by the giving of 24 months' written notice by either the Company or the Manager. Should the Company terminate the Management and Administration Deed on shorter notice before that date, the Manager would be entitled to receive fees which would otherwise have been due up until the date of the end of the contractual notice period. Furthermore, the Company may terminate the agreement without compensation due if:

  • a receiver, liquidator or administrator of the Manager is appointed;
  • the Manager commits any material breach of the provisions of the agreement; or
  • the Manager ceases to be authorised to carry out investment business.

Management and administration fees

For the year ended 31 December 2021, and unchanged for the year ending 31 December 2022, the investment management and secretarial fees payable to Maven were calculated and charged on the following basis:

  • an investment management fee of 2.5% (2020: 2.5%) per annum of the gross assets of the Company at the previous quarter end, which is chargeable 20% to revenue and 80% against realised capital reserves; and
  • a secretarial fee of £127,000 (2020: £127,000) per annum, which is charged 100% to revenue and is subject to an annual adjustment to reflect movement in the UK Consumer Prices Index.

Subject to certain criteria being met, Maven is entitled to a performance incentive fee, in respect of each six month period ended 30 June and 31 December, of an amount equal to 20% (2020: 20%) of any increase in the total return (before applying any performance incentive fee) as at the end of the relevant six month period to the total return (after accruing for the performance incentive fee payable for that period) as at the end of the last six month period on which a performance incentive fee was paid. Total return for these purposes means net asset value, adjusted for dividends, share buy-backs and share issues since the period in respect of which the last performance incentive fee was paid. The net asset value from which the performance related fee is measured is rebased to the higher level on each occasion that such a fee becomes payable. The investment management, secretarial and performance incentive fees will be exclusive of VAT (if any).

By agreement with the Manager, the total management and administrative expenses of the Company, inclusive of irrecoverable VAT but exclusive of transaction costs and expenses relating to the acquisition and disposal of investments, are capped at 3.5% of the net asset value at the end of the relevant financial period, calculated before deduction of management and administrative expenses or any exceptional items such as merger or performance incentive fees in respect of that financial year.

Independent from the above arrangements, during the year ended 31 December 2021 the sum of £18,000 (2020: £18,000) plus VAT was paid to the Manager in respect of Bill Nixon's role as a Director of the Company. Maven may also receive, from investee companies, fees in relation to arranging transactions, monitoring of business progress and for providing non-executive directors for their boards.

In light of investment performance achieved by the Manager, together with the standard of company secretarial and administrative services provided, the Board considers that the continued appointment of the Manager and Secretary on the stated terms is in the best interests of the Company and its Shareholders.

Maven Executive Investment Scheme and Executive Holdings

With effect from 5 March 2021, it was agreed to re-introduce the co-investment scheme, to be known as the Maven Executive Investment Scheme but with the terms of participation unchanged from those in place previously. Under the terms and conditions of the scheme, all investments will be made through a nominee and under terms agreed by the Board. The terms of the scheme ensure that all investments will be made on identical terms to those of the Company and that no selection of investments by participants will be allowed. Total investment by participants in the scheme is set at 5% of the aggregate amount of equity subscribed for by the Company and the co-investing executives, except where the only securities to be acquired by the Company are those quoted on AIM or AQSE, in which case the co-investment percentage is 1.5%. Where the Company partially divests from AIM holdings, the scheme is permitted to realise the 1.5% allocation in full. In some circumstances, the scheme may also sell AIM holdings that the Company may retain in order to comply with VCT qualifying criteria. Given the relatively low equity participation in each private company investment, any dilution of the Company's interests is, therefore, minimal and the Directors believe that the scheme provides a useful incentive that closely aligns the interests of key individuals within the Manager's staff with those of the Company's Shareholders.

It should be noted that, as at 18 March 2022, Maven Capital Partners UK LLP, Bill Nixon and certain other executives held, in aggregate, 2,973,460 of the Company's Ordinary Shares, representing 2.45% of the issued Ordinary Share capital as at that date.

Independent Auditor

It is recommended that the Company's Auditor, Deloitte LLP (Deloitte), should continue in office and Resolution 8 to propose its re-appointment will be proposed at the 2022 AGM, along with Resolution 9, to authorise the Directors to fix its remuneration. No non-audit fees were paid to Deloitte during the year under review (2020: nil). The Directors have received confirmation from the Auditor that it remains independent and objective, and are satisfied that objectivity and independence are being safeguarded by Deloitte.

Directors' Disclosure of Information to the Auditor

So far as the Directors who held office at the date of approval of this Annual Report are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Company's Auditor is unaware, and each of the Directors has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company's Auditor is aware of that information.

Purchase of Ordinary Shares

During the year ended 31 December 2021, the Company bought back a total of 2,659,249 (2020: 1,851,566) of its own Ordinary Shares, representing 2.38% of the Ordinary Shares in issue as at 7 April 2021, being the last practicable date prior to publication of the previous Annual Report.

A Special Resolution, numbered 12 in the Notice of Annual General Meeting, will be put to Shareholders at the 2022 AGM for their approval to renew the Company's authority to purchase in the market a maximum of 18,175,058 Ordinary Shares (14.99% of the shares in issue at 18 March 2022). Such authority will expire on the date of the AGM in 2023, or after a period of 15 months from the date of the passing of the Resolution, whichever is the earlier.

The Board intends to use this authority to continue its share buy-back policy. Purchases of shares will be made within guidelines established from time to time by the Board, but only if it is considered that such purchases would be to the advantage of the Company and its Shareholders when taken as a whole. Purchases will be made in the market at prices below the prevailing NAV per share. Under the FCA Listing Rules the maximum price that may be paid on the exercise of this authority must not exceed 105% of the average of the mid-market quotations for the shares over the five business days immediately preceding the date of purchase. The minimum price that may be paid is 10p per share. In making purchases, the Company will deal only with member firms of the London Stock Exchange. Any shares that are purchased will be cancelled, and not available for reissue, or held in treasury. Once held in treasury, such shares may be cancelled or sold for cash.

Purchases of shares by the Company will be made from distributable reserves and will normally be paid out of cash balances held by the Company from time to time. As any purchases will be made at a discount to NAV at the time of purchase, the NAV of the remaining Ordinary Shares in issue should increase as a result of any such purchase. Shares will not be purchased by the Company in the period from the end of the Company's relevant financial period up to and including the earlier of an announcement of all price sensitive information in respect of the relevant period or the release of the full results.

Issue of New Ordinary Shares

During the year under review, 583,282 new Ordinary Shares were issued and allotted under the DIS (2020: 10,743,574 Ordinary Shares, of which 10,577,988 were issued under an Offer for Subscription and 165,586 were issued under the DIS). Further details are provided in Note 12 to the Financial Statements on page 89. An Ordinary Resolution, numbered 10 in the Notice of Annual General Meeting, will be put to Shareholders at the 2022 AGM for their approval for the Company to issue up to an aggregate nominal amount of £1,212,478 in respect of the Ordinary Shares (equivalent to 12,124,780 Ordinary Shares or 10% of the total issued share capital at 18 March 2022).

Issues of new Ordinary Shares may only be made at, or at a premium to, NAV per share, thus ensuring existing investors will not be disadvantaged by such issues. The proceeds of any issue may be used to purchase the Company's shares in the market or to fund further investments in accordance with the Company's investment policy. This authority shall expire either at the conclusion of the AGM in 2023 or on the expiry of 15 months from the passing of the Resolution, whichever is the first to occur.

When shares are to be allotted for cash, Section 561(1) of the Companies Act 2006 provides that existing Shareholders have pre-emption rights and that the new shares are offered first to such Shareholders in proportion to their existing holdings. However, Shareholders can, by special resolution, authorise the Directors to allot shares otherwise than by a pro rata issue to existing Shareholders. A Special Resolution, numbered 11 in the Notice of Annual General Meeting, will, if passed, give the Directors power to allot for cash, up to an aggregate nominal amount not exceeding £1,212,478 in respect of the Ordinary Shares (equivalent to 12,124,780 Ordinary Shares or 10% of the total issued share capital at 18 March 2022) as if Section 561(1) does not apply. This is the same amount of share capital that the Directors are seeking the authority to allot pursuant to Resolution 10. The authority will also expire either at the conclusion of the AGM of the Company in 2023 or on the expiry of 15 months from the passing of the Resolution, whichever is the first to occur.

Share Capital and Voting Rights

As at 31 December 2021, the Company's share capital amounted to 109,929,961 Ordinary Shares of 10p each. Subsequent to the year end, the Company bought back 758,000 Ordinary Shares for cancellation and issued and allotted a further 12,075,930 Ordinary Shares (11,772,141 under the Offer for Subscription and 303,789 under the DIS). As a result, there were 121,247,891 Ordinary Shares in issue as at 18 March 2022. Further details are included in Note 12 to the Financial Statements.

There are no restrictions on the transfer of Ordinary Shares issued by the Company or their related voting rights, other than certain restrictions that may from time to time be imposed by law (for example, the Market Abuse Regulation). The Company is not aware of any agreement between Shareholders that may result in a transfer of securities and/or voting rights.

Significant Agreements and Related Party Transactions

The Company is not aware of any significant agreements to which it is a party that take effect, alter or terminate upon a change of control of the Company, following a takeover. Other than the Management and Administration Deed, further details of which are set out on pages 49 and 50, the Company is not aware of any contractual or other agreements that are essential to its business and which could reasonably be expected to be declared in the Directors' Report.

Other than those set out in this Directors' Report, there are no further related party transactions that require to be disclosed.

Post Balance Sheet Events

Other than those referred to above and elsewhere in the Strategic Report, there have been no events since 31 December 2021 that require disclosure.

Future Developments

An indication of the Company's future developments can be found in the Chairman's Statement on page 15 and in the Investment Manager's Review on page 34, which highlight the commitment of the Board and the Manager to providing returns to Shareholders and delivering the Company's investment strategy.

AGM and Directors' Recommendation

The AGM will be held on 11 May 2022, and the Notice of Annual General Meeting is on pages 95 to 100 of this Annual Report. The Notice of Annual General Meeting also contains a Resolution that seeks authority for the Directors to convene a general meeting, other than an annual general meeting, on not less than fourteen days' clear notice, although it is anticipated that such authority would only be exercised under exceptional circumstances.

The Board encourages Shareholders to vote at the AGM and may do so using a hard copy proxy form, via CREST, or electronically using the Registrar's proxy voting app at: proxy-maven4.cpip.io. Please refer to the notes to the Notice of Annual General Meeting on pages 101 and 102 of this Annual Report.

The Directors consider that all of the Resolutions to be put to the AGM are in the best interests of the Company and its Shareholders as a whole. Your Board will be voting in favour of them and unanimously recommends that Shareholders do so as well.

Authorised for issue by the Board Maven Capital Partners UK LLP Secretary

22 March 2022

DIRECTORS' REMUNERATION REPORT

This report has been prepared in accordance with the requirements of Section 421 of the Companies Act 2006 and the Enterprise and Regulatory Reform Act 2013. An Ordinary Resolution for the approval of this report, which includes a section on the policy for the remuneration of Directors, will be put to the members of the Company at the forthcoming AGM. The law requires the Company's Auditor to audit certain disclosures provided. Where disclosures have been audited, they are indicated as such and the Auditor's opinion is included in their report on pages 67 to 74 of this Annual Report.

Statement by the Board

The full Board, with Peter Linthwaite as its Chairman, carries out the functions of a remuneration committee. As all of the Directors are non-executive, the principles of the UK Corporate Governance Code in respect of executive directors' remuneration do not apply.

At 31 December 2021, and as at the date of this Annual Report, the Company had five non-executive Directors and their biographies are shown in the Your Board section of the Strategic Report. The names of the Directors who served during the year together with the fees paid during the year are shown in the table on page 55.

The dates of appointment of the Directors in office as at 31 December 2021 and the dates on which they will next be proposed for re-election are as follows:

Date of original
appointment
Date of previous
re-election
Due date for
re-election
Peter Linthwaite 15 November 2018 12 May 2021 11 May 2022
Malcolm Graham-Wood 1 1 September 2004 12 May 2021 N/A
Fraser Gray 18 December 2019 12 May 2021 11 May 2022
Bill Nixon 6 August 2008 12 May 2021 11 May 2022
Steven Scott 1 September 2004 12 May 2021 11 May 2022

1 To retire at the conclusion of the 2022 AGM.

During the year ended 31 December 2021, the Board was not provided with advice or services in respect of its consideration of the Directors' remuneration. However, in the application of the Board's policy on Directors' remuneration, as defined below, the Board expects, from time to time, to review the fees paid to the directors of other venture capital trust companies for comparative purposes.

The latest change to Directors' remuneration took place during the year ended 31 December 2018, when the Board resolved that the rates of remuneration should be increased by £1,000 per annum for each Director with effect from 1 July 2019.

The Board met once during the year ended 31 December 2021 to review the policy for, and the level of, Directors' remuneration. At that meeting, it was resolved that the rates of Directors' remuneration should be maintained at their current level. The Board considered that the total Directors' remuneration is reasonable when compared with other similar VCTs and it was agreed that the Board should continue to review the policy for the remuneration of Directors on a regular basis.

Remuneration Policy

The Company's Policy is that the remuneration of the Directors should reflect the experience of the Board as a whole and be fair and comparable to that of other VCTs with a similar capital structure and similar investment objectives. Directors are remunerated in the form of fees, payable quarterly in arrears, to the Director personally or to a third party specified by him. The fees for the Directors are determined within the limits set out in the Company's Articles, which limit the aggregate of the fees payable to the Directors to £150,000 per annum and the approval of Shareholders in a general meeting would be required to change this limit.

It is intended that the fees payable to the Directors should reflect their duties, responsibilities, and the value and amount of time committed to the Company's affairs, and should also be sufficient to enable candidates of a high quality to be recruited and retained. Non-executive Directors do not receive bonuses, pension benefits, share options, long-term incentive schemes or other benefits, and the fees are not specifically related to the Directors' performance, either individually or collectively.

A copy of this Remuneration Policy may be inspected by the members of the Company at its registered office.

It is the Board's intention that the above remuneration policy will be put to a Shareholder's vote at least once every three years and, as a Resolution was last approved at the AGM held in 2020, an Ordinary Resolution for its approval will be proposed at the AGM to be held in 2023.

At the AGM held on 21 May 2020, the result in respect of the Ordinary Resolution to approve the Directors' Remuneration Policy for the period to 31 December 2022 was as follows:

Percentage of Percentage of Number of
votes cast for votes cast against votes withheld
Remuneration Policy 83.53 16.46 103,632

Directors' and Officers' Liability Insurance

The Company purchases and maintains liability insurance covering the Directors and Officers of the Company. This insurance is not a benefit in kind, nor does it form part of the Directors' remuneration.

Directors' Interests (Audited)

The Directors' interests in the share capital of the Company are shown in the Directors' Report on page 48. There is no requirement for Directors to hold shares in the Company.

Company Performance

The Board is responsible for the Company's investment strategy and performance, although the management of the Company's investment portfolio is delegated to the Manager through the Management and Administration Deed, as referred to in the Directors' Report.

The graph below compares the total returns (excluding tax relief) on an investment of £100 in the Ordinary Shares of the Company, for each annual accounting period for the ten years to 31 December 2021, assuming all dividends are reinvested, with the total shareholder return on a notional investment of £100 made up of shares of the same kind and number as those by reference to which the FTSE AIM All-Share index is calculated. This index was chosen for comparison purposes as it is the most relevant to the Company's investment portfolio.

Source: Maven Capital Partners UK LLP/London Stock Exchange.

Please note that past performance is not necessarily a guide to future performance.

Directors' Remuneration (audited)

The Directors who served during the year received the following emoluments in the form of fees:

Year ended 31 December 2021
£
Year ended 31 December 2020
£
Peter Linthwaite 21,000 21,000
Fraser Gray 18,000 18,000
Malcolm Graham-Wood 18,000 18,000
Bill Nixon1 18,000 18,000
Steven Scott 18,000 18,000
Total 93,000 93,000

1 Remuneration is paid to Maven Capital Partners UK LLP and is subject to VAT.

The above amounts exclude any employers' national insurance contributions, if applicable. No other forms of remuneration were received by the Directors and no Director has received any taxable expenses, compensation for loss of office or non-cash benefits for the year ended 31 December 2021 (2020: £nil).

The Company does not have any employees and Directors' remuneration comprises solely of Directors' fees. The current and projected Director's fees for the year ended 31 December 2021 and the year ending 31 December 2022 are shown below:

Year ending 31 December 2022
£
Year ended 31 December 2021
£
Peter Linthwaite 21,000 21,000
Fraser Gray 18,000 18,000
Malcolm Graham-Wood 1 6,460 18,000
Bill Nixon 2 18,000 18,000
Steven Scott 18,000 18,000
Total 93,000 93,000

1 To retire at conclusion of 2022 AGM.

2 Remuneration is paid to Maven Capital Partners UK LLP and is subject to VAT.

Directors do not have service contracts, but new Directors are provided with a letter of appointment. Copies of the Directors' letters of appointment will be available for inspection at the AGM. The terms of appointment provide that Directors should retire and be subject to election at the first AGM following their appointment. Thereafter, all Directors will be subject to annual re-election, in line with the requirements under the Codes. There is no notice period and no provision for compensation upon early termination of appointment, save for any arrears of fees which may be due. During the year ended 31 December 2021, no communication was received from Shareholders regarding Directors' remuneration.

Relative Cost of Directors' Remuneration

The chart below shows, for the years ended 31 December 2020 and 31 December 2021, the cost of Directors' fees compared with the level of dividend distribution: Relative Cost of Directors' Remuneration (£'000)

As noted in the Strategic Report, all of the Directors are non-executive and, therefore, the Company does not have a chief executive officer, nor does it have any employees. In the absence of a chief executive officer or employees, there is no related information to disclose.

Approval

An Ordinary Resolution to approve this Directors' Remuneration Report for the year ended 31 December 2021 will be put to Shareholders at the 2022 AGM.

At the AGM held on 12 May 2021, the results in respect of the Ordinary Resolution to approve the Directors' Remuneration Report for the year ended 31 December 2020 were as follows:

Percentage of Percentage of Number of
votes cast for votes cast against votes withheld
Remuneration Report
(2020)
88.15 11.85 148,744

The Directors' Remuneration Report for the year ended 31 December 2021 was approved by the Board of Directors and signed on its behalf by:

Peter Linthwaite Director

22 March 2022

STATEMENT OF CORPORATE GOVERNANCE

The Company is committed to, and is accountable to the Company's Shareholders for, a high standard of corporate governance. The Board has put in place a framework for corporate governance that it believes is appropriate for a venture capital trust and which enables it to comply with the UK Corporate Governance Code (the UK Code). The UK Code is available from the website of the Financial Reporting Council (FRC) at www.frc.org.uk.

During the year under review, the Company was a member of the AIC, which published a revised version of its own Code of Corporate Governance (the AIC Code) in February 2019 and applies to accounting periods commencing on or after 1 January 2019. The Board wishes to align with the AIC Code and has adopted its principles, and reports on compliance with them below. The AIC Code provides a comprehensive guide to best practice in certain areas of governance where the specific characteristics of investment trusts or venture capital trusts suggest alternative approaches to those set out in the UK Code. The key requirements of the AIC Code included:

  • the annual re-election of all directors of all investment companies;
  • that a board should understand the views of its company's key stakeholders and describe in the annual report how their interests and the matters set out in Section 172 of the Companies Act 2006 (the duty to promote the success of the company) have been considered in board discussions and decision making; and
  • that the chairman of an investment company may remain in post beyond nine years from the date of first appointment by the board. Notwithstanding this more flexible approach, the board is required to determine and disclose a policy on the tenure of the chairman.

The AIC Code is available from the AIC website at www.theaic.co.uk. This Statement of Corporate Governance supports the Directors' Report.

Application of the Main Principles of the Code

This statement describes how the main principles identified in the AIC Code have been applied by the Company throughout the year, as is required by the Listing Rules of the FCA. The Board has considered the Principles and Provisions of the AIC Code, which address the Principles and Provisions set out in the UK Code, as well as setting out additional Provisions on issues that are of specific relevance to the Company. The Board considers that reporting against the Principles and Provisions of the AIC Code, which has been endorsed by the FRC, provides more relevant information to Shareholders. The endorsement by the FRC means that by reporting against the AIC Code, the Company is meeting its obligations under the UK Code and the associated disclosure requirements of the Listing Rules, and as such does not need to report further on issues contained in the UK Code which are irrelevant to them. These include:

  • Provision 9 (dual role of chairman and chief executive);
  • Provision 19 (tenure of the chair);
  • Provision 25 (internal audit function); and
  • Provision 33 (executive remuneration).

The Board is of the opinion that the Company has complied fully with the main principles identified in the AIC Code, except as set out below:

• Provision 14 (senior independent director).

A senior independent non-executive Director has not been appointed as the Board considers that each Director has different qualities and areas of expertise on which they may lead.

The Board

As at the date of this Annual Report, the Board consists of five Directors, all of whom are non-executive and the majority of whom are considered to be independent of the Manager. Bill Nixon is not considered to be independent because of his position as managing partner of Maven. The independent non-executive Directors are free of any relationship which could materially interfere with the exercise of their independent judgement. The biographies of the Directors appear in the Your Board section of this Annual Report and indicate their high level and range of investment, industrial, commercial and professional experience.

The Board sets the Company's values and objectives and ensures that its obligations to Shareholders are met. It has formally adopted a schedule of matters that are required to be brought to it for decision, thus ensuring that it maintains full and effective control over appropriate strategic, financial, operational and compliance issues. These matters include:

  • the appointment and removal of the Manager and the terms and conditions of any management and administration agreement;
  • the maintenance of clear investment objectives and risk management policies;
  • the monitoring of the business activities of the Company;
  • Companies Act requirements such as the approval of interim and annual financial statements and the approval and recommendation of interim and final dividends;
  • major changes relating to the Company's structure, including share buy-backs and share issues;
  • Board appointments and related matters;
  • terms of reference and membership of Board Committees; and
  • London Stock Exchange and FCA matters, such as approval of all circulars, listing particulars and releases concerning matters decided by the Board.

As required by the Companies Act 2006 and permitted by the Articles, Directors notify the Company of any situation that might give rise to the potential for a conflict of interest, so that the Board may consider and, if appropriate, approve such situations. A register of the potential conflicts of interest for Directors is reviewed regularly by the Board and the Directors notify the Company whenever there is a change in the nature of a registered conflict, or whenever a new conflict situation arises. Steven Scott is a partner of Penta Capital LLP which, from time to time, introduces potential investment opportunities to the Manager and which led the syndicated investment in Maven Co-invest Endeavour Limited Partnership.

Following implementation of the Bribery Act 2010, the Board adopted appropriate procedures. There is an agreed procedure for Directors to take independent professional advice, if necessary, at the Company's expense. The Directors have access to the advice and services of the Secretary through its appointed representatives, who are responsible to the Board for:

  • ensuring that Board procedures are complied with;
  • under the direction of the Chairman, ensuring good information flows within the Board and its Committees; and
  • advising on corporate governance matters.

An induction meeting will be arranged by the Manager on the appointment of any new Director, covering details about the Company, the Manager, legal responsibilities and VCT matters. Directors are provided, on a regular basis, with key information on the Company's policies, regulatory and statutory requirements and internal controls. Changes affecting Directors' responsibilities are advised to the Board as they arise.

Peter Linthwaite was independent of the Manager at the time of his appointment as a Director in November 2018 and Chairman in May 2019, and continues to be so by virtue of his lack of connection with the Manager and the absence of cross-directorships with his fellow Directors. Peter is also Chairman of the Management Engagement and Nomination Committees as the other Directors consider that he has the skills and experience relevant to these roles. A senior non-executive director has not been appointed, as the Board considers that each of the Directors has different qualities and areas of expertise on which they may lead.

The Board meets at least four times each year and, between meetings, maintains regular contact with the Manager. The primary focus of quarterly Board Meetings is a review of investment performance and related matters including asset allocation, peer group information and industry issues. During the year ended 31 December 2021, the Board held four full quarterly Board Meetings; one Committee Meeting to approve the issue of the Prospectus for the Offer for Subscription; two Committee Meetings to approve the issue of shares under the DIS; and two Committee Meetings to approve the release of financial results. In addition, there were four meetings of the Risk Committee, two meetings of the Audit Committee and one meeting each of the Management Engagement and Nomination Committees.

Director Board Board
Committee
Audit
Committee
Management
Engagement
Committee
Nomination
Committee
Risk
Committee
Peter Linthwaite 4 (4) 5 (5) 2 (2) 1 (1) 1 (1) 4 (4)
Malcolm Graham-Wood 4 (4) 5 (5) 2 (2) 1 (1) 1 (1) 4 (4)
Fraser Gray 4 (4) 5 (5) 2 (2) 1 (1) 1 (1) 4 (4)
Bill Nixon2 4 (4) 5 (5) n/a n/a 1 (1) 4 (4)
Steven Scott 4 (4) 5 (4) 2 (2) 1 (1) 1 (1) 4 (4)

Directors have attended Board and Committee Meetings during the year ended 31 December 20211 as follows:

1 The number of meetings which the Directors were eligible to attend is in brackets.

2Not a member of the Audit Committee or the Management Engagement Committee.

To enable the Board to function effectively and allow Directors to discharge their responsibilities, full and timely access is given to all relevant information. In the case of Board Meetings, this consists of a comprehensive set of papers, including the Manager's review and discussion documents regarding specific matters. The Directors make further enquiries when necessary.

The Board and its Committees have undertaken a process for their annual performance evaluation, using questionnaires and discussion to ensure that Directors have devoted sufficient time and contributed adequately to the work of the Board and its Committees, and to consider each Director's independence. The Chairman is subject to evaluation by his fellow Directors. In addition, the Board also uses the process to assess and monitor its culture and behaviour, to ensure it is aligned with the Company's purpose, values and strategy.

Directors' Terms of Appointment

All non-executive Directors are appointed for an initial period of three years, subject to re-election and Companies Act provisions and, in accordance with the Articles, stand for election at the first annual general meeting following their appointment. Notwithstanding the Articles, which state that Directors must offer themselves for re-election at least once every three years, in accordance with the Codes, all Directors will stand for annual re-election.

Policy on Tenure

The Board subscribes to the view that long-serving Directors should not be prevented from forming part of an independent majority. It does not consider that a Director's tenure necessarily reduces his ability to act independently and, following formal performance evaluations, believes that each Director is independent in character and judgement and that there are no relationships or circumstances which are likely to affect the judgement of any Director. The Board's policy on tenure is that continuity and experience are considered to add significantly to the strength of the Board and, as such, no limit on the overall length of service of any of the Company's Directors, including the Chairman, has been imposed. The policy on tenure and the independence of each Director is reviewed on an annual basis, before the re-election of any Director is recommended, and the Board considers the need for regular refreshment of the Directors prior to doing so. The Company has no executive Directors or employees.

Committees

Each of the Committees has been established with written terms of reference, which are available on request from the registered office of the Company and are reviewed and re-assessed for their adequacy at each Meeting.

Audit Committee

The Audit Committee is chaired by Steven Scott and comprises all of the independent Directors. The role and responsibilities of the Committee are detailed in a joint Report of the Audit and Risk Committees on pages 63 to 66.

Management Engagement Committee

The Management Engagement Committee, which comprises all of the independent Directors and is chaired by Peter Linthwaite, is responsible for the annual review of the contract with the Manager, details of which are shown in the Directors' Report. One meeting was held during the year ended 31 December 2021, at which the Committee recommended the continued appointment of Maven Capital Partners UK LLP as Manager and Secretary of the Company.

Nomination Committee

The Nomination Committee, which comprises all of the Directors and is chaired by Peter Linthwaite, met once during the year ended 31 December 2021. The Committee makes recommendations to the Board on the following matters:

  • the evaluation of the performance of the Board (including its Chairman) and its Committees, and supports the Chairman of the Board in acting on the results of the evaluation process;
  • reviewing the composition, skills, knowledge, experience and diversity of the Board;
  • succession planning;
  • the identification and nomination of candidates to fill Board vacancies, as and when they arise, for the approval of the Board;
  • considering candidates from a wide range of backgrounds in order to promote diversity of gender, social and ethnic background, cognitive and personal strengths;
  • the tenure and re-appointment of any non-executive Director on an annual basis;
  • proposals for the re-election by Shareholders of any Director on an annual basis, having due regard to the provisions of the AIC Code, the Director's performance and ability to contribute to the Board and long-term success of the Company;
  • the continuation in office of any Director at any time; and
  • the appointment of any Director to another office, such as Chairman of any Committee, other than to the position of Chairman of the Company.

At a meeting held in November 2021, the Committee reviewed the knowledge, experience and skills of all Directors. The Board noted that each of the Directors was valued and that they were all deemed to enhance the skills and knowledge base of the Board, enabling it to carry out its functions more effectively and with each Director contributing to the long-term success of the Company. In light of the intention that Mr Graham-Wood was to retire at the conclusion of the next AGM, the Committee recommended to the Board that each of the remaining Directors be nominated for re-election and, accordingly, Resolutions 4 to 7 will be put to the 2022 AGM.

Although the Company does not have a formal policy on diversity, Board diversity forms part of the responsibilities of the Committee.

No external search consultancy was used by the Company during the year ended 31 December 2021.

Remuneration Committee

Where a venture capital trust has only non-executive directors, the UK Code principles relating to directors' remuneration do not apply. As noted on page 53, the full Board, chaired by Peter Linthwaite, carries out the functions of a remuneration committee. The Board met once during the year ended 31 December 2021 to review the policy for, and the level of, Directors' Remuneration. The level of remuneration for the Directors has been set in order to attract and retain individuals of a calibre appropriate to the future development of the Company. Details of the remuneration of each Director and of the Company's policy on Directors' remuneration are provided in the Directors' Remuneration Report on pages 53 to 56.

Risk Committee

The Risk Committee is chaired by Malcolm Graham-Wood and comprises all of the Directors. The role and responsibilities of the Committee are detailed in a joint Report of the Audit and Risk Committees on pages 63 to 66.

External Agencies

The Board has contracted to external agencies, including the Manager, certain services: the management of the investment portfolio; the custodial services (which include the safeguarding of assets); the registration services; and the day-to-day accounting and company secretarial requirements. Each of these contracts was entered into after full and proper consideration by the Board of the quality and cost of services offered. The Board receives and considers reports from the Manager and other external agencies on a regular basis. In addition, ad hoc reports and information are supplied to the Board as requested.

Corporate Governance, Stewardship and Proxy Voting

The UK Stewardship Code 2020 sets high stewardship standards for those investing money on behalf of UK savers and pensioners, such as asset owners and asset managers, and those that support them. Stewardship is the responsible allocation, management and oversight of capital to create long-term value for clients and beneficiaries, leading to sustainable benefits for the economy, the environment and society.

The Board is aware of its duty to act in the interests of the Shareholders and the Directors believe that the exercise of voting rights lies at the heart of regulation and the promotion of good corporate governance.

The Directors, through the Manager, encourage companies in which investments are made to adhere to best practice in the area of corporate governance. The Manager believes that, where practicable, this can best be achieved by entering into a dialogue with investee company management teams to encourage them, where necessary, to improve their governance policies. The Board has delegated responsibility for monitoring the activities of portfolio companies to the Manager and has given it discretionary powers to vote in respect of the holdings in the Company's investment portfolio. The Board supports Maven's approach to stewardship.

Socially Responsible Investment Policy

The Directors and the Manager are aware of their duty to act in the interests of the Company and acknowledge that there are risks associated with investment in companies that fail to conduct business in a socially responsible manner. Therefore, the Directors and Manager take account of the social environment and ethical factors that may affect the performance or value of the Company's investments. Maven and the Directors believe that a company run in the long-term interests of its shareholders should manage its relationships with its employees, suppliers and customers and behave responsibly towards the environment and society as a whole. The effectiveness of the policy in respect of investee companies is monitored on an ongoing basis.

Communication with Shareholders

The Company places a great deal of importance on communication with its Shareholders, all of whom are normally welcome to attend and participate in the AGM. The Notice of Annual General Meeting sets out the business of the AGM and the Resolutions are explained more fully in the Explanatory Notes to the Notice of Annual General Meeting as well as in the Directors' Report and the Directors' Remuneration Report. Separate Resolutions are proposed for each substantive issue and Shareholders have the opportunity to put questions to the Board and the Manager. The results of proxy voting are relayed to Shareholders after the Resolutions have been voted on by a show of hands. Nominated persons, often the beneficial owners of shares held for them by nominee companies, may attend Shareholder meetings and are invited to contact the registered Shareholder, normally a nominee company, in the first instance in order to be nominated to vote in respect of the shares held for them. In general, a venture capital trust has few major shareholders.

The Annual Report is normally posted to Shareholders at least twenty business days before the AGM. Annual and Interim Reports and Financial Statements are distributed to Shareholders and other parties who have an interest in the Company's performance.

Shareholders and potential investors may obtain up-to-date information on the Company through the Manager and the Secretary, and the Company responds to letters from Shareholders on a wide range of issues. In order to ensure that the Directors develop an understanding of the views of Shareholders, correspondence between Shareholders and the Manager or the Chairman is copied to the Board. See Contact Information on page 107 for details on how to contact the Manager or Company Secretary.

The Company's web pages are hosted on the Manager's website, and can be visited at: www.mavencp.com/migvct4 from where Annual and Interim Reports, London Stock Exchange Announcements and other information can be viewed, printed or downloaded. Further information about the Manager can be accessed at: www.mavencp.com.

Accountability and Audit

The Statement of Directors' Responsibilities in respect of the Financial Statements is on page 62, the Statement of Going Concern is included in the Directors' Report on page 46, and the Viability Statement can also be found in the Directors' Report on pages 46 and 47. The Independent Auditor's Report is on pages 67 to 74.

Authorised for issue by the Board Maven Capital Partners UK LLP Secretary

22 March 2022

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Annual Report, Directors' Remuneration Report and the Financial Statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have elected to prepare the Financial Statements in accordance with FRS 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland. The Financial Statements are required by law to give a true and fair view of the state of affairs of the Company and the net return of the Company for that period.

In preparing these Financial Statements, the Directors are required to:

  • select suitable accounting policies and then apply them consistently;
  • make judgements and estimates that are reasonable and prudent;
  • state whether applicable UK 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 the Companies Act. 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 also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report (including a report on remuneration policy), and Statement of Corporate Governance that comply with applicable law and regulations.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's web pages, which are hosted on the Manager's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Directors are also responsible for ensuring that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company's position and performance, business model and strategy.

Responsibility Statement of the Directors in respect of the Annual Report and Financial Statements

The Directors confirm that, to the best of their knowledge:

  • the Financial Statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as at 31 December 2021 and for the year to that date;
  • the Directors' Report includes a fair review of the development and performance of the Company, together with a description of the principal and emerging risks and uncertainties that it faces; and
  • the Annual Report and Financial Statements taken as a whole is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company's position and performance, business model and strategy.

Peter Linthwaite Director

22 March 2022

REPORT OF THE AUDIT AND RISK COMMITTEES

The Audit and Risk Committees are chaired by Steven Scott and Malcolm Graham-Wood respectively.

Audit Committee

The Audit Committee comprises all independent Directors and the Board is satisfied that at least one member of the Committee has recent and relevant financial experience, and that the Audit Committee, as a whole, has competence relevant to the sector in which the Company operates.

The principal responsibilities of the Committee include:

  • the integrity of the Interim and Annual Reports and Financial Statements and the review of any significant financial reporting judgements contained therein, including the valuation of investments and the recognition of income;
  • the review of the terms of appointment of the Auditor, together with its remuneration;
  • the review of the scope and results of the audit and the independence and objectivity of the Auditor;
  • the review of the Auditor's Board Report and any required response;
  • meetings with representatives of the Manager;
  • the review of the custody arrangements in place to confirm ownership of investments;
  • providing advice on whether the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company's position and performance, business model and strategy; and
  • making appropriate recommendations to the Board.

Activities of the Audit Committee

The Committee met twice during the year under review, in February and August 2021. At each meeting, the Committee noted that the Risk Committee had considered the risks detailed below and in the Business Report, and the corresponding internal control and risk reports provided by the Manager, which included the Company's risk management framework. No significant weaknesses in the control environment were identified and it was also noted that there had not been any adverse comment from the Auditor and that the Auditor

had not identified any significant issues in its audit report. In addition, there had been no interaction with the FRC, through their Corporate Reporting Review or Audit Quality Review teams, during the period. The Committee, therefore, concluded that there were no significant issues that required to be reported to the Board. At its meeting in February 2021, the Committee reviewed, for recommendation to the Board, the Audit Report from the Auditor and the draft Annual Report and Financial Statements for the year ended 31 December 2020.

At its meeting in August 2021, the Committee reviewed the Half Yearly Report and Financial Statements for the six months ended 30 June 2021. The Committee also considered the performance, tenure and independence of Deloitte LLP (Deloitte) as Auditor and concluded that it was satisfied with the performance of Deloitte and recommended its continued appointment.

Subsequent to the year end, the Committee considered the draft Annual Report and Financial Statements for the year ended 31 December 2021 and provided advice to the Board that it considered the Annual Report and Financial Statements, taken as a whole, was fair, balanced and understandable and provided the information necessary for Shareholders to assess the Company's position and performance, business model and strategy.

It is recognised that the investment portfolio forms a significant element of the Company's assets and that there are different risks associated with listed and unlisted investments. The primary risk that requires the particular attention of the Committee is that unlisted investments are not recognised and measured in line with the Company's stated accounting policy on the valuation of investments as set out in Note 1(e) to the Financial Statements on pages 79 and 80. In accordance with that policy, unlisted investments are valued by the Manager in line with the IPEV Guidelines and are subject to scrutiny and approval by the Directors. Investments listed in a recognised stock exchange are valued at their closing bid market price.

The Committee has considered the assumptions and judgements in relation to the valuation of each quoted and unquoted investment and is satisfied that they are appropriate. The basis of valuation across the portfolio as at 31 December 2021 was as follows:

Investment % of net assets
by value
Valuation basis
AIM/AQSE quoted 12.7 Bid price1
Listed investment trusts 6.5 Bid price1
Unlisted 67.6 Directors' valuation
Total investment 86.8

1 London Stock Exchange closing market quote.

The Committee recommended the investment valuations, representing 86.8% of net assets as at 31 December 2021, to the main Board for approval. In addition, the revenue generated from dividend income and loan stock interest has been considered by the Committee on a quarterly basis and the Directors are satisfied that the levels of income recognised are in line with revenue estimates.

The Audit Committee's performance evaluation is carried out by the Directors as part of the Board evaluation review.

Review of Effectiveness of Independent Auditor

As part of its annual review of audit services, the Committee considers the performance, cost effectiveness and general relationship with the Auditor. In addition, the Committee reviews the independence and objectivity of the Auditor. Key elements of these reviews include: discussions with the Manager regarding the audit service provided; separate meetings with the Auditor; consideration of the completeness and accuracy of the Deloitte reporting: and a review of the relationship the Auditor has with the Manager.

The Company first appointed Deloitte as Auditor in 2007 and they were subsequently re-appointed during the year ended 31 December 2016, following a formal tender process. It should be noted that Deloitte rotates the Senior Statutory Auditor responsible for the audit every five years and, as Chris Hunter was appointed as the Senior Statutory Auditor during the year ended 30 November 2017, this will be his final year in post.

The Auditor's Report is on pages 67 to 74. Details of the amounts paid to the Auditor during the year for audit services are set out in Note 4 to the Financial Statements. The Company reviews its approach for governing and controlling the provision of non-audit services by the Auditor, so as to safeguard its independence and objectivity.

Shareholders are asked to approve the re-appointment, and the Directors' authority to fix the remuneration, of the Auditor at each AGM. Any non-audit work, other than interim reviews, requires the specific approval of the Audit Committee in each case. Non-audit work, where independence may be compromised or conflicts arise, is prohibited. There are no contractual obligations that restrict the Committee's choice of auditor. The Committee has concluded that Deloitte is independent of the Company and recommended that a Resolution for the re-appointment of Deloitte as Auditor should be put to the 2022 AGM.

Risk Committee

Under the recommendations of the AIFMD, the Company established a Risk Committee, which comprises all of the Directors. The responsibilities of the Committee are:

  • to keep under review the adequacy and effectiveness of the Manager's internal financial controls and its internal control and risk management systems and procedures in the context of the Company's overall risk management system;
  • to identify, measure, manage and monitor the risks to the Company as recommended by the AIFMD, including, but not limited to, the investment portfolio, credit, counterparty, liquidity, market and operational risk;
  • to monitor and review all reports on the Company from the Manager's internal control function to ensure ongoing compliance with the VCT regulations;
  • to review the arrangements for, and effectiveness of, the monitoring of risk parameters;
  • to ensure appropriate, documented and regularly updated due diligence processes are implemented when appointing and reviewing service providers, including reviewing the main contracts entered into by the Company for such services;
  • to ensure that the risk profile of the Company corresponds to the size, portfolio structure, investment strategies and objectives of the Company; and
  • to report to the Board on its conclusions and to make recommendations in respect of any matters within its remit including proposals for improvement in, or changes to, the systems, processes and procedures that are in place.

The Committee will review these Terms of Reference at least four times each year.

Activities of the Risk Committee

The Committee met four times during the year under review. In addition to the Committee's ordinary activities in that period, the Committee carried out a full and comprehensive review of the Company's Risk Register. This included a reassessment of the risks facing the Company, the impact of the failure to prevent an identified risk occurring together with a review of the control measures used to address the identified risks. The Committee also took the opportunity to ensure that the Risk Register adequately addressed new legislative and regulatory changes.

Internal Control and Risk Management

The Board of Directors has overall responsibility for the Company's system of internal control and for reviewing its effectiveness. However, as the Directors have delegated the investment management, company secretarial and administrative functions of the Company to Maven, the Board considers that it is appropriate for the Company's internal controls to be monitored by the Manager, rather than by the Company itself.

The principal responsibilities of the Committee include the ongoing review of the effectiveness of the internal control environment and the review of the risk management systems that allow the Company to identify, measure, manage and monitor all risks on a continuous basis. The Committee keeps the effectiveness of the Company's internal control and risk management systems and procedures under review. The Directors have confirmed that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the Company, which has been in place up to the date of approval of this Annual Report. The process is reviewed regularly by the Board and accords with internal control guidance issued by the FRC.

Through the Risk Committee, the Board reviews the effectiveness of the system of internal control at least twice each year. In particular, it has reviewed the process for identifying and evaluating the principal and emerging risks affecting the Company and the policies and procedures by which these risks are managed. The Board has delegated the management of the Company's assets to the Manager and this embraces implementation of the system of internal control, including financial, operational and compliance controls and risk management. Internal control systems are monitored and supported by the compliance function of the Manager, which undertakes periodic examination of business processes, including compliance with the terms of the Management and Administration Deed, and ensures that recommendations to improve controls are implemented.

Risks are identified through the risk management framework by each function within the Manager's activities. Risk is considered in the context of the guidance issued by the FRC and includes financial, regulatory, market, operational and reputational risk. This helps the Manager's risk model to identify those functions most appropriate for review. Any errors or weaknesses identified are reported to the Company and timetables are agreed for implementing improvements to systems. The implementation of any remedial action required is monitored and feedback provided to the Committee.

The key components designed to provide effective internal control for the year under review and up to the date of this report are:

  • the Manager prepares forecasts and management accounts that allow the Board to assess the Company's activities and review its investment performance;
  • the Board and Manager have agreed clearly defined investment criteria, specified levels of authority and exposure limits. Reports on these issues, including performance statistics and investment valuations, are submitted regularly to the Board;
  • the Manager's evaluation procedure and financial analysis of the companies concerned include detailed appraisal and due diligence;
  • the compliance function of Maven reviews the Manager's operations, system and controls on an ongoing basis;
  • written agreements are in place which specifically define the roles and responsibilities of the Manager and other third party service providers;
  • clearly documented contractual arrangements exist in respect of any activities that have been delegated to external professional organisations;
  • the Committee carries out a bi-annual assessment of internal controls by considering reports from the Manager, including oversight of Maven's whistleblowing policy, its internal control and compliance functions, and taking account of events since the relevant period end; and
  • the compliance function of the Manager reports biannually to the Risk Committee and has direct access to the Directors at any time.

The internal control systems are intended to meet the Company's particular needs and the risks to which it is exposed. Accordingly, these systems are designed to manage, rather than eliminate, the risk of failure to achieve business goals and, by their nature, can provide reasonable, but not absolute, assurance against material misstatement or loss.

In addition, as the Company has contractually delegated specific services to external parties, another key risk relates to the performance of those service providers.

Assessment of Risks

In terms of the assessment of the risks facing the Company, it is recognised that the investment portfolio forms a significant element of its assets. The recognition, ownership and valuation of the investment portfolio is, therefore, an area of particular attention by the Committee. Specifically, the risk is that investments are not recognised and measured in line with the Company's stated accounting policy on the valuation of investments as set out in Note 1(e) to the Financial Statements on pages 79 and 80. Another risk is that the Company does not recognise income in line with its stated policy on revenue recognition. The maintenance of VCT status is another risk that the Company has to address and the approach to address each of these risks is set out below.

Valuation, Existence and Ownership of the Investment Portfolio

The Company uses the services of an independent custodian (JPMorgan Chase Bank) to hold the quoted investment assets of the Company. An annual internal control report is received from the Custodian, which provides details of the Custodian's control environment. The investment portfolio is reconciled regularly by the Manager and the reconciliation is also reviewed by the Auditor. The portfolio is reviewed and verified by the Manager on a regular basis and management accounts, including a full portfolio listing, are considered at the quarterly meetings of the Board. The portfolio is also audited annually by the Auditor.

The valuation of investments is undertaken in accordance with the Company's stated accounting policy as set out in Note 1(e) to the Financial Statements on pages 79 and 80. Unlisted investments are valued by the Manager and are subject to scrutiny and approval by the Directors. Investments listed on a recognised stock exchange are valued at their closing bid market price. The Committee considered and challenged the assumptions and significant judgements in relation to the valuation of each quoted and unquoted investment and was satisfied that they were appropriate. The Committee was also satisfied that there were no issues associated with the existence and ownership of the investments that required to be addressed.

Revenue Recognition

The recognition of dividend income and loan stock interest is undertaken in accordance with accounting policy set out in Note 1(b) to the Financial Statements on page 79. Management accounts are reviewed by the Board on a quarterly basis and discussion takes place with the Manager at the quarterly Board Meetings regarding the revenue generated from dividend income and loan stock. The Committee is satisfied that the levels of income recognised are in line with revenue estimates and that there were no issues associated with revenue recognition that required to be addressed.

Maintenance of VCT Status

Compliance with the VCT regulations is monitored continually by the Manager and is reviewed by the Committee on a quarterly basis. The Committee concluded that there were no issues associated with the maintenance of VCT status that required to be addressed.

The principal and emerging risks and uncertainties faced by the Company and the Board's strategy for managing these risks are covered in the Business Report on pages 16 to 18.

Director Director

Steven Scott Malcolm Graham-Wood

22 March 2022

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MAVEN INCOME AND GROWTH VCT 4 PLC

Report on the audit of the Financial Statements

1. Opinion

In our opinion the Financial Statements of Maven Income and Growth VCT 4 PLC (the Company):

  • give a true and fair view of the state of the Company's affairs as at 31 December 2021 and of its return for the year then ended;
  • have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; and
  • have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the Financial Statements which comprise:

  • the Income Statement;
  • the Balance Sheet;
  • the Statement of Changes in Equity;
  • the Cash Flow Statement; and
  • the related Notes 1 to 16.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice).

2. Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the Financial Statements section of our report.

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (the FRC's) Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We confirm that we have not provided any non-audit services prohibited by the FRC's Ethical Standard to the Company.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

3. Summary of our audit approach

Key audit matters The key audit matter that we identified in the current year was the valuation of
early stage unlisted investments.
Within this report, key audit matters are identified as follows:
Newly identified
Increased level of risk
Similar level of risk
Decreased level of risk
Materiality The materiality that we used in the current year was £1,646,000 (2020: £1,575,000),
which was determined on the basis of 2% of the net asset value of the Company at
year end.
Scoping Audit work to respond to the risks of material misstatement was performed directly
by the engagement team.
Significant changes in
our approach
There were no significant changes to our audit approach in the current year.

4. Conclusions relating to going concern

In auditing the Financial Statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the Financial Statements is appropriate.

Our evaluation of the Directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included:

  • Considering as part of our risk assessment the nature of the Company, its business model and related risks, including where relevant the impact of the COVID-19 pandemic and Brexit, the requirements of the applicable financial reporting framework and the system of internal control;
  • Evaluating the Directors' assessment of the Company's ability to continue as a going concern, including challenging the underlying data and key assumptions used to make the assessment through review of forecasted cash flows and the impact of external market forces, and evaluating the Directors' plans for future actions in relation to their going concern assessment; and
  • Assessing the relevant disclosures about whether the Directors considered it appropriate to adopt the going concern basis of accounting in preparing the Financial Statements.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the Financial statements are authorised for issue.

In relation to the reporting on how the Company has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors' statement in the Financial Statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

5. Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.

These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5.1. Valuation of early-stage unlisted investments

Key audit matter
description
Refer to Note 1 (Accounting Policies) on pages 79 and 80, Note 16 on pages 91
to 94 and the Assessment of Risks section of the Report of the Audit and Risk
Committees on page 66.
The Company holds unlisted investments that are valued in accordance with the
revised IPEV Guidelines. These unlisted investments represent £55.6 million or
67.6% (2020: £49.4 million or 62.7%) of the Company's net assets.
Under the VCT regulations, investments are more likely to be in earlier stage
unlisted companies, which lack financial performance history. The valuation of
these early stage unlisted companies are therefore exposed to a greater deal of
judgement, further heightened by the COVID-19 pandemic.
In particular, where a follow-on investment has been made in an early-stage
unlisted company, there is a risk that the price of the recent investment may
not be reflective of an independent market value due to the existing relationship
between the investee company and the Company. Furthermore, where the early
stage unlisted company has not been revalued in the current year, there is a risk
that indicators of a change in fair value, such as investee company performance
being ahead or behind milestones, have not been adequately factored in the
re-measurement.
This risk has been identified as a potential fraud risk, as incorrect valuations could
result in a material misstatement of the net asset value of the Company.
How the scope of our Our testing included:
audit responded to the
key audit matter
review of Board minutes for evidence that all investee company valuations are

challenged and approved by the Board of Directors;
review of valuation committee minutes for evidence that company valuations

are reviewed by the valuation committee;
review of the initial or revised investment planning documents related to the

investee companies and identification of the key milestones that underpin the
companies' anticipated growth and development;
enquiring with the individual investment managers to understand current

performance of the investee company against milestones, its challenges and
opportunities;
assessing the appropriateness of the selected valuation methodology;
scrutiny of management accounts, with a particular emphasis on current cash

position and cash flow forecasts for the next 12 months and assessing whether
any additional funding is anticipated; and
assessment of the assumptions used in the performance of the investee

company against management accounts and other available market data,
including the potential impact of COVID-19. If this performance was not
reflected in the valuation of the investee company, this was challenged with the
relevant investment manager and relevant external supporting documentation
obtained.
Key observations Based on our testing, we concluded that the valuation of the early stage unlisted
investments is reasonable.

6. Our application of materiality

6.1. Materiality

We define materiality as the magnitude of misstatement in the Financial Statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Materiality £1,646,000 (2020: £1,575,000)
Basis for determining
materiality
2% of net asset value (2020: 2%)
Rationale for the
benchmark applied
Net asset value is the primary measure used by the Shareholders in assessing the
performance of the Company as an investment entity.
NAV £82,312,000 Materiality £1,646,000
Audit Committee
reporting threshold
NAV
Materiality
£82,000

6.2. Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the Financial Statements as a whole. Performance materiality was set at 70% of materiality for the 2021 audit (2020: 70%). In determining performance materiality, we considered the quality of the control environment and management's willingness to correct identified errors in previous audits.

6.3. Error reporting threshold

We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £82,000 (2020: £78,000), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the Financial Statements.

7. An overview of the scope of our audit

7.1. Scoping

Our audit was scoped by obtaining an understanding of the entity and its environment, including internal control, and assessing the risks of material misstatement.

7.2. Our consideration of the control environment

The investment management and accounting and reporting operations were undertaken by the Manager, whilst the safeguarding of assets resides with the Manager and the Custodian. We have obtained an understanding of the Manager's systems of internal control and reviewed the Custodian's controls report. We have not relied on the controls at the Custodian. However, in the current year, we took a controls reliance strategy over investment income. This consisted of testing the relevant controls over the processing and review of investment income. In addition, we reperformed the calculation of investment income for a sample of investments.

8. Other information

The other information comprises the information included in the Annual Report, other than the Financial Statements and our Auditor's report thereon. The Directors are responsible for the other information contained within the Annual Report.

Our opinion on the Financial Statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the Financial Statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

9. Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement, the Directors are responsible for the preparation of the Financial Statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error.

In preparing the Financial Statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

10. Auditor's responsibilities for the audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.

A further description of our responsibilities for the audit of the Financial Statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.

11. Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

11.1. Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, we considered the following:

  • the nature of the industry and sector, control environment and business performance including the design of the Company's remuneration policies, key drivers for Directors' remuneration, bonus levels and performance targets;
  • results of our enquiries of management and the Audit Committee about their own identification and assessment of the risks of irregularities;
  • any matters we identified having obtained and reviewed the Company's documentation of their policies and procedures relating to:
    • identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
    • detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
    • the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
  • the matters discussed among the audit engagement team and relevant internal specialists, including tax and valuations regarding how and where fraud might occur in the Financial Statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: valuation of earlystage unlisted investments. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory framework that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and Listing Rules.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty. These included the Company's compliance with VCT regulations.

11.2.Audit response to risks identified

As a result of performing the above, we identified the valuation of early-stage unlisted investments as a key audit matter related to the potential risk of fraud. The key audit matters section of our report explains the matter in more detail and also describes the specific procedures we performed in response to that key audit matter.

In addition to the above, our procedures to respond to risks identified included the following:

  • reviewing the Financial Statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the Financial Statements;
  • enquiring of management, the Audit Committee and external legal counsel concerning actual and potential litigation and claims;
  • performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
  • reading minutes of meetings of those charged with governance, and reviewing correspondence with HMRC and the FCA; and

• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Report on other legal and regulatory requirements

12. Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

  • the information given in the Strategic Report and the Directors' Report for the financial year for which the Financial Statements are prepared is consistent with the financial statements; and
  • the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the Strategic Report or the Directors' Report.

13. Corporate Governance Statement

The Listing Rules require us to review the Directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company's compliance with the provisions of the UK Corporate Governance Code specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the Financial Statements and our knowledge obtained during the audit:

  • the Directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 46;
  • the Directors' explanation as to its assessment of the Company's prospects, the period this assessment covers and why the period is appropriate set out on pages 46 and 47;
  • the Directors' statement on fair, balanced and understandable set out on page 62;
  • the Board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 16;
  • the section of the Annual Report that describes the review of effectiveness of risk management and internal control systems set out on page 65; and
  • the section describing the work of the Audit Committee set out on pages 63 and 64.

14. Matters on which we are required to report by exception

14.1. Adequacy of explanations received and accounting records

Under the Companies Act 2006 we are required to report to you if, in our opinion:

  • we have not received all the information and explanations we require for our audit; or
  • adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
  • the Financial Statements are not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

14.2. Directors' remuneration

Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of Directors' remuneration have not been made or the part of the Directors' Remuneration Report to be audited is not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

15. Other matters which we are required to address

15.1. Auditor tenure

Following the recommendation of the Audit Committee, we were re-appointed by the Board of Directors in July 2016 to audit the Financial Statements for the year ended 31 December 2016 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is 15 years, covering the years ended 31 December 2007 to 31 December 2021.

15.2.Consistency of the audit report with the additional report to the Audit Committee

Our audit opinion is consistent with the additional report to the Audit Committee we are required to provide in accordance with ISAs (UK).

16. Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Chris Hunter CA (Senior Statutory Auditor) For and on behalf of Deloitte LLP Statutory Auditor Edinburgh, United Kingdom

22 March 2022

INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2021

31 December 2021 Year ended Year ended
31 December 2020
Notes Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Gains on investments 8 - 12,143 12,143 - 4,463 4,463
Income from investments 2 2,004 - 2,004 1,287 - 1,287
Other income 2 1 - 1 23 - 23
Investment management fees 3 (865) (3,460) (4,325) (504) (2,017) (2,521)
Other expenses 4 (431) - (431) (531) - (531)
Net return on ordinary activities
before taxation
709 8,683 9,392 275 2,446 2,721
Tax on ordinary activities 5 (93) 93 - (55) 55 -
Return attributable to Equity Shareholders 7 616 8,776 9,392 220 2,501 2,721
Earnings per share (pence) 0.56 7.91 8.47 0.20 2.25 2.45

All gains and losses are recognised in the Income Statement.

All items in the above statement are derived from continuing operations. The Company has only one class of business and one reportable segment, the results of which are set out in the Income Statement and Balance Sheet. The Company derives its income from investments made in shares, securities and bank deposits.

There are no potentially dilutive capital instruments in issue and, therefore, no diluted earnings per share figures are relevant. The basic and diluted earnings per share are, therefore, identical.

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2021

Year ended
31 December 2021
Notes Share
capital
£'000
Share
premium
account
£'000
Non-distributable Reserves
Capital
redemption
reserve
£'000
Capital
reserve
unrealised
£'000
Capital
reserve
realised
£'000
Distributable Reserves
Special
distributable
reserve
£'000
Revenue
reserve
£'000
Total
£'000
At 31 December 2020 11,200 22,905 236 3,732 1,225 38,533 943 78,774
Net return - - - 10,851 1,292 (3,367) 616 9,392
Dividends paid 6 - - - - - (3,984) (452) (4,436)
Repurchase and
cancellation of shares
12 (266) - 266 - - (1,815) - (1,815)
Net proceeds of DIS issue 58 339 - - - - - 397
At 31 December 2021 10,992 23,244 502 14,583 2,517 29,367 1,107 82,312
Non-distributable Reserves
Distributable Reserves
Year ended
31 December 2020
Notes Share
capital
£'000
Share
premium
account
£'000
Capital
redemption
reserve
£'000
Capital
reserve
unrealised
£'000
Capital
reserve
realised
£'000
Special
distributable
reserve
£'000
Revenue
reserve
£'000
Total
£'000
At 31 December 2019 10,311 16,526 51 494 - 44,177 1,564 73,123
Net return - - - 3,238 1,225 (1,962) 220 2,721
Share premium
cancellation costs
- (38) - - - - - (38)
Dividends paid 6 - - - - - (2,526) (841) (3,367)
Repurchase and
cancellation of shares
12 (185) - 185 - - (1,156) - (1,156)
Merger costs - (14) - - - - - (14)
Net proceeds of share issue 1,058 6,348 - - - - - 7,406
Net proceeds of DIS issue 16 83 - - - - - 99
At 31 December 2020 11,200 22,905 236 3,732 1,225 38,533 943 78,774

The capital reserve unrealised is generally non-distributable other than the part of the reserve relating to gains/(losses) attributable to readily realisable quoted investments which are distributable.

BALANCE SHEET

AS AT 31 DECEMBER 2021

Notes 31 December 2021
£'000
31 December 2020
£'000
Fixed assets
Investments at fair value through profit or loss 8 71,502 64,151
Current assets
Debtors 10 1,195 591
Cash 16 10,542 14,852
11,737 15,443
Creditors
Amounts falling due within one year 11 (927) (820)
Net current assets 10,810 14,623
Net assets 82,312 78,774
Capital and reserves
Called up share capital 12 10,992 11,200
Share premium account 13 23,244 22,905
Capital redemption reserve 13 502 236
Capital reserve - unrealised 13 14,583 3,732
Capital reserve - realised 13 2,517 1,225
Special distributable reserve 13 29,367 38,533
Revenue reserve 13 1,107 943
Net assets attributable to Ordinary Shareholders 82,312 78,774
Net asset value per Ordinary Share (pence) 14 74.88 70.33

The Financial Statements of Maven Income and Growth VCT 4 PLC, registered number SC272568, were approved by the Board of Directors and were signed on its behalf by:

Peter Linthwaite Director 22 March 2022

CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2021

Notes Year ended
31 December 2021
£'000
Year ended
31 December 2020
£'000
Net cash flows from operating activities 15 (3,100) (1,090)
Cash flows from investing activities
Purchase of investments (5,030) (12,386)
Sale of investments 9,674 6,996
Net cash flows from investing activities 4,644 (5,390)
Cash flows from financing activities
Equity dividends paid 6 (4,436) (3,367)
Net proceeds of DIS issue 397 99
Issue of Ordinary Shares - 7,406
Merger costs - (14)
Share premium cancellation costs - (38)
Repurchase of Ordinary Shares (1,815) (1,156)
Net cash flows from financing activities (5,854) 2,930
Net decrease in cash (4,310) (3,550)
Cash at beginning of year 14,852 18,402
Cash at end of year 10,542 14,852

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

1. Accounting policies

The Company is a public limited company, incorporated in Scotland and its registered office is shown in the Corporate Summary.

(a) Basis of preparation

The Financial Statements have been prepared on a going concern basis, including an assessment of the impact of COVID-19 on the finances of the Company, as covered in the Directors' Report on page 46. The Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of investments and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland, and in accordance with the Statement of Recommended Practice for Investment Trust Companies and Venture Capital Trusts (the SORP) issued by the AIC in April 2021.

(b) Income

Dividends receivable on equity shares and unit trusts are treated as revenue for the period on an ex-dividend basis. Where no ex-dividend date is available dividends receivable on or before the year end are treated as revenue for the period. Provision is made for any dividends not expected to be received. The fixed returns on debt securities and non-equity shares are recognised on a time apportionment basis so as to reflect the effective interest rate on the debt securities and shares. Provision is made for any income not expected to be received. Interest receivable from cash and short term deposits and interest payable are accrued to the end of the year.

(c) Expenses

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

  • expenses that are incidental to the acquisition and disposal of an investment are charged to capital;
  • expenses are charged to realised capital reserves where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect the investment management fee and performance fee has been allocated 20% to revenue and 80% to special distributable reserve to reflect the Company's investment policy and prospective income and capital growth; and
  • share issue and merger costs are charged to the share premium account.

(d) Taxation

Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, where transactions or events that result in an obligation to pay more tax in the future or right to pay less tax in the future have occurred at the balance sheet date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the Financial Statements that are capable of reversal in one or more subsequent periods.

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

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

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

(e) Investments

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

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

  1. For early stage investments completed in the reporting period, fair value is determined using the Price of Recent Investment, calibrating for any material change in the trading circumstances of the investee company.

Other early stage investments are valued using a milestone approach, in particular where it is considered there are no deemed current or short-term future maintainable earnings or positive cashflows.

    1. Whenever practical, recent investments will be valued by reference to a material arm's length transaction or a quoted price.
    1. Mature companies are valued by applying a multiple to their maintainable earnings to determine the enterprise value of the company.
    2. 3.1 To obtain a valuation of the total ordinary share capital held by management and the institutional investors, the value of third party debt, institutional loan stock, debentures and preference share capital is deducted from the enterprise value. The effect of any performance related mechanisms is taken into account when determining the value of the ordinary share capital.
    3. 3.2 Preference shares, debentures and loan stock are valued using the Price of Recent Investment Method.

When a redemption premium has accrued, this will only be valued if there is a reasonable prospect of it being paid. Preference shares which carry a right to convert into ordinary share capital are valued at the higher of the Price of Recent Investment Method basis and the price/earnings basis, both described above.

    1. In the absence of evidence of a deterioration, or strong defensible evidence of an increase in value, the fair value is determined to be that reported at the previous balance sheet date.
    1. All unlisted investments are valued individually by the Manager's portfolio management team. The resultant valuations are subject to detailed scrutiny and approval by the Directors of the Company.
    1. In accordance with normal market practice, investments quoted on AIM or a recognised stock exchange are valued at their bid market price.

(f) Fair value measurement

Fair value is defined as the price that the Company would receive upon selling an investment in a timely transaction to an independent buyer in the principal or the most advantageous market of the investment. A three-tier hierarchy has been established to maximise the use of observable market data and minimise the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable.

Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity.

Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on best information available in the circumstances.

The three-tier hierarchy of inputs is summarised in the three broad levels listed below.

  • Level 1 the unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date.
  • Level 2 inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data) for the asset or liability, either directly or indirectly.
  • Level 3 inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.

(g) Gains and losses on investments

When the Company sells or revalues its investments during the year, any gains or losses arising are credited/charged to the Income Statement.

(h) Critical accounting judgements and key sources of estimation uncertainty

Disclosure is required of judgements and estimates made by the Board and the Manager in applying the accounting policies that have a significant effect on the Financial Statements. The area involving the highest degree of judgement and estimates is the valuation of early stage unlisted investments recognised in Note 8 and explained in Note 1(e) above.

In the opinion of the Board and the Manager, there are no critical accounting judgements.

2. Income Year ended 31 December 2021
£'000
Year ended 31 December 2020
£'000
Income from investments:
UK franked investment income 214 117
UK unfranked investment income 1,790 1,170
2,004 1,287
Other income:
Deposit interest 1 23
Total income 2,005 1,310
3. Investment management fees Year ended 31 December 2021 Year ended 31 December 2020
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment management fees 406 1,623 2,029 371 1,483 1,854
Performance fees 459 1,837 2,296 133 534 667
865 3,460 4,325 504 2,017 2,521

Details of the fee basis are contained in the Directors' Report on pages 49 and 50.

4. Other expenses Revenue
£'000
Year ended 31 December 2021
Capital
£'000
Total
£'000
Revenue
£'000
Year ended 31 December 2020
Capital
£'000
Total
£'000
Secretarial fees 127 - 127 127 - 127
Directors' remuneration 97 - 97 97 - 97
Fees to Auditor -
audit of financial statements
36 - 36 27 - 27
Miscellaneous expenses 171 - 171 280 - 280
431 - 431 531 - 531
5. Tax on ordinary activities Year ended 31 December 2021 Year ended 31 December 2020
Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Corporation tax (93) 93 - (55) 55 -

The tax assessed for the period is at the rate of 19% (2020: 19%).

Revenue
£'000
Year ended 31 December 2021
Capital
£'000
Total
£'000
Revenue
£'000
Year ended 31 December 2020
Capital
£'000
Total
£'000
Net return on ordinary activities before taxation 709 8,683 9,392 275 2,446 2,721
Net return on ordinary activities before taxation
multiplied by standard rate of corporation tax
135 1,650 1,785 52 465 517
Non taxable UK dividend income (41) - (41) (22) - (22)
Expenses not deductible for tax purposes (1) - (1) 25 - 25
Gains on investments - (2,307) (2,307) - (848) (848)
Increase in excess management expenses - 564 564 - 328 328
93 (93) - 55 (55) -

Losses with a tax value of £1,328,150 (2020: £764,215) are available to carry forward against future trading profits. These have not been recognised as a deferred tax asset as recoverability is not sufficiently certain.

6. Dividends Year ended 31 December 2021
£'000
Year ended 31 December 2020
£'000
Revenue dividends
Final revenue dividend for the year ended
31 December 2020 of 0.15p (2019: 0.75p)
paid on 13 May 2021
146 841
First interim revenue dividend for the year ended
31 December 2020 of 0.30p (2020: nil) paid on
1 October 2021
306 -
452 841
Capital dividends
Final capital dividend for the year ended
31 December 2020 of 1.85p (2019: 1.25p)
paid on 13 May 2021
2,079 1,401
First interim capital dividend for the year ended
31 December 2021 of 1.70p (2020: 1.00p)
paid on 1 October 2021
1,905 1,125
3,984 2,526
Total dividends 4,436 3,367
Dividends
We set out below the final dividends proposed
in respect of the financial year, which reflect the
requirements of Section 274 of the Income Tax
Act 2007.
Revenue available for distribution by way of
dividends for the year
616 220
Revenue dividends
Final revenue dividend proposed for the year
ended 31 December 2021 of 0.10p (2020: 0.15p)
121 168
121 168
Capital dividends
Second interim capital dividend for the year
ended 31 December 2021 of 2.00p payable on
11 March 2022 (2020: Nil)
2,434 -
Final capital dividend proposed for the
year ended 31 December 2021 of 0.90p
(2020: 1.85p)
1,091 2,072
3,525 2,072
7. Return per Ordinary Share Year ended
31 December 2021
Year ended
31 December 2020
The returns per share have been based on the
following figures:
Weighted average number of Ordinary Shares 110,969,818 111,344,983
Revenue return £616,000 £220,000
Capital return £8,776,000 £2,501,000
Total return £9,392,000 £2,721,000
8. Investments Year ended 31 December 2021
Listed
(quoted
prices)
£'000
AIM/AQSE
(quoted
prices)
£'000
Unlisted
(unobservable
inputs)
£'000
Total
£'000
Valuation at 31 December 2020 4,228 10,518 49,405 64,151
Unrealised (gain)/loss (350) (4,358) 976 (3,732)
Cost at 31 December 2020 3,878 6,160 50,381 60,419
Movements during the year:
Transfers during the year - 600 (600) -
Purchases - 450 4,580 5,030
Sales proceeds (9) (1,953) (7,860) (9,822)
Realised gain 9 1,190 93 1,292
Cost at 31 December 2021 3,878 6,447 46,594 56,919
Unrealised gain 1,507 4,034 9,042 14,583
Valuation at 31 December 2021 5,385 10,481 55,636 71,502

8. Investments (continued)

Note 1(f) defines the three tier hierarchy of investments, and the significance of the information used to determine their fair value, that is required by Financial Reporting Standard 102 Section 11 "Basic Financial Instruments". Listed and AIM/ AQSE securities are categorised as Level 1 and unlisted investments as Level 3.

FRS 102 requires disclosure, by class of financial instrument, if the effect of changing one or more inputs to reasonably possible alternative assumptions would result in a significant change to the fair value measurement (see Note 16 for sensitivity analysis). The information used in determination of the fair value of Level 3 to the specific underlying investments is chosen with reference to the circumstances and position of each investee company.

Following a successful IPO, GENinCode PLC, which was an unlisted private company, transferred to AIM during the year.

The portfolio valuation
Held at market valuation:
31 December 2021
£'000
31 December 2020
£'000
Investment trusts 5,385 4,228
AIM/AQSE quoted equities 10,481 10,518
15,866 14,746
Unlisted at Directors' valuation:
Unquoted unobservable equities 40,493 34,228
Unquoted unobservable fixed income 15,143 15,177
55,636 49,405
Total 71,502 64,151
Realised gains on historical basis 1,292 1,225
Net increase in value of investments 10,851 3,238
Gains on investments 12,143 4,463

9. Participating interests

The principal activity of the Company is to select and hold a portfolio of investments in unlisted, listed and AIM/AQSE quoted securities. Although the Company will, in some cases, be represented on the board of the investee company, it will not take a controlling interest or become involved in its management. The size and structure of the companies with unlisted and AIM/AQSE securities may result in certain holdings in the portfolio representing a participating interest without there being any partnership, joint venture or management consortium agreement.

At 31 December 2021, the Company held shares amounting to 20% or more of the share class of the following undertakings:

% of
class
% of
equity
Total
cost
Carrying
value
Latest
accounts
period
Aggregate
capital &
reserves
Profit/
(loss)
after tax
for
period
Investment held held £'000 £'000 end £'000 £'000
Altra Consultants Limited
2,594 D ordinary shares 35.7 4.2 58 - 30/9/19 (1,035) (1,951)
11,665,268 E ordinary shares 35.7 117 -
BioAscent Discovery Limited
104,476 A ordinary shares 32.6 26.1 1,532 3,200 31/12/20 3,436 (758)
Boiler Plan (UK) Limited
45,517 C ordinary shares 26.4 19.4 1,152 779 31/12/20 (727) (1,053)
Bright Network (UK) Limited
37,063 B ordinary shares 28.3 11.9 1,383 1,382 31/3/21 4,646 (321)
Cat Tech International Limited
1,479,723 B ordinary shares 28.0 8.4 140 306 31/12/19 640 663
24,627,780 C ordinary shares 29.1 289 432
CB Technology Limited
18,647,991 B ordinary shares 24.5 19.6 221 386 31/3/20 98 434
Cognitive Geology Limited
105,480 A ordinary shares 20.6 - 355 - 31/12/18 418 (1,394)
Contego Solutions Limited
(trading as NorthRow)
85,537 A ordinary shares 24.1 12.1 556 556 31/12/20 1,223 1,933
Delio Limited
627 A ordinary shares 26.7 5.2 533 1,246 31/3/21 3,105 -
ebb3 Limited
8,311,624 B ordinary shares 45.0 23.3 598 655 30/12/20 (321) (676)
56,388,744 C ordinary shares 53.3 564 423
Ensco 969 Limited
(trading as DPP)
10,782,500 B ordinary shares 22.1 7.4 145 - 31/10/20 1,244 (709)
227,000 C ordinary shares 22.4 227 224

9. Participating interests (continued)

% of
class
% of
equity
Total
cost
Carrying
value
Latest
accounts
period
Aggregate
capital &
reserves
Profit/
(loss)
after tax
for
period
Investment held held £'000 £'000 end £'000 £'000
Filtered Technologies Limited
47,221 B ordinary shares 38.0 9.7 950 1,034 31/12/19 1,068 (1,696)
Flow UK Holdings Limited
6,347,728 B ordinary shares 35.4 12.7 63 63 31/12/19 (883) (8)
24,818,181 C ordinary shares 37.2 248 248
FodaBox Limited
15,988 A ordinary shares 26.5 2.9 398 398 31/3/21 246 (613)
Growth Capital Ventures Limited
36,367,911 C ordinary shares 34.7 11.5 639 650 30/11/20 1,369,781 (34,515)
Horizon Ceremonies Limited
(trading as Horizon Cremation)
2,813,119 B ordinary shares 24.6 12.9 28 1,259 31/12/20 1,985 954
99,013,636 C ordinary shares 20.9 990 990
Hublsoft Group Limited
7,272 B ordinary shares 40.0 12.5 800 1,000 31/3/20 (70) -
Liftango Group Limited
74,476 B ordinary shares 22.1 3.3 497 497 31/8/22 - -
Lydia Limited
(trading as Motokiki)
511,111 B ordinary shares
29.5 - 300 - 31/3/19 579 (1,294)
Martel Instruments
Holdings Limited
63,804 B ordinary shares 33.1 14.7 23 - 31/12/19 (4,703) (484)
MirrorWeb Limited
1,329 E2 ordinary shares 41.8 8.3 700 1,270 31/10/20 990 (431)
Optoscribe Limited
2,597 A ordinary shares 70.9 4.5 36 36 30/6/21 2,585 (1,064)
Precursive Limited
265,477 D ordinary shares 30.0 6.5 750 750 31/1/21 2,055 (942)

9. Participating interests (continued)

% of % of Total Carrying Latest
accounts
Aggregate
capital &
Profit/
(loss)
after tax
for
Investment class
held
equity
held
cost
£'000
value
£'000
period
end
reserves
£'000
period
£'000
RevLifter Limited
15,957 A preference shares 33.3 11.9 994 994 31/12/20 3,482 (888)
15,957 A ordinary shares 33.3 6 6
Rockar 2016 Limited
(trading as Rockar)
7,458 B ordinary Shares 20.7 6.9 875 1,066 31/12/20 3,410 (922)
Rockar Retail Limited
208 B ordinary shares 41.6 - 21 21 30/4/22 - -
TC Communications
Holdings Limited
62,403 B ordinary shares 35.7 10.7 27 - 31/12/20 (5,458) (223)
653,430 C ordinary shares 45.1 28 -
The Algorithm People Limited
866 A ordinary shares 37.5 6.3 300 300 30/9/20 459 -
The GP Service (UK) Limited
5,762,641 B ordinary shares 39.1 19.2 347 372 31/1/20 (1,980) (994)
787,585 C ordinary shares 40.1 788 788
Traceall Global Limited
164,495 B ordinary Shares 59.0 - 197 - 31/12/20 (129) (29)
Vodat Communications Group
(VCG) Holding Limited
21,573,809 B ordinary shares 26.4 7.1 433 791 31/3/20 2,458 2,591
6,711,735 C ordinary shares 26.8 76 91
WaterBear Education Limited
7,883,600 B ordinary shares 51.2 20.1 79 488 31/8/20 33 (611)
612,800 C ordinary shares 52.4 613 613
Whiterock Group Limited
6,491,464 B ordinary shares 55.6 13.0 215 924 31/12/20 915 349
55,081,137 C ordinary shares 80.5 551 551
10. Debtors 31 December
2021
£'000
31 December
2020
£'000
Prepayments and accrued income 879 431
Current taxation 31 23
Other debtors 285 137
1,195 591
11. Creditors 31 December
2021
£'000
31 December
2020
£'000
Accruals 927 820
927 820
12. Share capital Number 31 December 2021
£'000
Number 31 December 2020
£'000
At 31 December the authorised
share capital comprised:
Allotted, issued and fully paid:
Ordinary Shares of 10p each
Balance brought forward 112,005,928 11,200 103,113,920 10,311
Repurchased and cancelled in year (2,659,249) (266) (1,851,566) (185)
Ordinary Shares issued during year 583,282 58 10,743,574 1,074
109,929,961 10,992 112,005,928 11,200

During the year, 2,659,249 Ordinary Shares (2020: 1,851,566) of 10p each were repurchased by the Company at a cost of £1,815,099 (2020: £1,156,142) and cancelled.

During the year, the Company issued no new Ordinary Shares under an Offer for Subscription (2020: 10,577,988 at prices ranging from 63.96p to 73.74p). However, the Company issued a total of 583,282 shares (2020: 165,586) under a DIS election at prices ranging from 70.71p to 71.81p (2020: 63.73p).

Subsequent to the year end, the Company bought back a further 758,000 shares for cancellation at a cost of £526,810; issued 11,772,141 new Ordinary Shares under an Offer for Subscription at subscription prices varying from 74.65p to 75.64p per share; and issued a further 303,789 new shares under a DIS election at 72.88p per share.

13. Reserves

Share premium account

The share premium account represents the premium above nominal value received by the Company on issuing shares net of issue costs. This reserve is non-distributable.

Capital redemption reserve

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

Capital reserve - unrealised

Increases and decreases in the fair value of investments are recognised in the Income Statement and are then transferred to the capital reserve unrealised account. This reserve is non-distributable.

Capital reserve - realised

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

Special distributable reserve

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

Revenue reserve

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

14. Net asset value per Ordinary Share

The net asset value per share and the net asset value attributable to the Ordinary Shares at the year end, calculated in accordance with the Articles of Association, were as follows:

Net asset
value per
share
p
31 December 2021
Net asset
value
attributable
£'000
Net asset
value per
share
p
31 December 2020
Net asset
value
attributable
£'000
Ordinary Shares 74.88 82,312 70.33 78,774

The number of issued shares used in the above calculation is set out in Note 12.

15. Reconciliation of net return to
cash utilised by operations
Year ended
31 December 2021
£'000
Year ended
31 December 2020
£'000
Net return 9,392 2,721
Adjustment for:
Gains on investments (12,143) (4,463)
Operating cash flow before
movement in working capital
(2,751) (1,742)
Increase in prepayments (8) (3)
Increase in accruals 107 644
(Increase)/decrease in debtors (448) 11
Cash utilised by operations (3,100) (1,090)

16. Financial instruments

The Company's financial instruments comprise equity and fixed interest investments, cash balances and debtors and creditors that arise directly from its operations, for example, in respect of sales and purchases awaiting settlement, and debtors for accrued income. The Company holds financial assets in accordance with its investment policy of investing mainly in a portfolio of VCT qualifying unquoted and AIM/AQSE securities. The Company may not enter into derivative transactions in the form of forward foreign currency contracts, futures and options without the written permission of the Directors. No derivative transactions were entered into during the period.

The main risks the Company faces from its financial instruments are: (i) market price risk, being the risk that the value of investment holdings will fluctuate as a result of changes in market prices caused by factors other than interest rates; (ii) interest rate risk; (iii) liquidity risk; (iv) credit risk; and (v) price risk sensitivity. In line with the Company's investment objective, the portfolio comprises mainly sterling currency securities and, therefore, foreign currency risk is minimal.

The Manager's policies for managing these risks are summarised below and have been applied throughout the period. The numerical disclosures below exclude short-term debtors and creditors which are included in the Balance Sheet at fair value.

(i) Market price risk

The Company's investment portfolio is exposed to market price fluctuations, which are monitored by the Manager in pursuance of the investment objective as set out on page 16. Adherence to investment guidelines and to investment and borrowing powers set out in the Management and Administration Deed mitigates the risk of excessive exposure to any particular type of security or issuer. These powers and guidelines include the requirement to invest in a number of companies across a range of industrial and service sectors at varying stages of development, to closely monitor the progress of the investee companies and to appoint a non-executive director to the board of each company. Further information on the investment portfolio (including sector analysis, concentration and deal type analysis) is set out in the Portfolio Analysis, the Investment Manager's Review, the Summary of Investment Changes, the Investment Portfolio Summary and the Largest Investments by Valuation.

16. Financial instruments (continued)

(ii) Interest rate risk

The interest rate risk profile of financial assets at the balance sheet date was as follows:

At 31 December 2021 Fixed
Interest
£'000
Floating
rate
£'000
Non interest
bearing
£'000
Sterling
Unlisted and AIM/AQSE 15,143 - 50,974
Investment trusts - - 5,385
Cash - 2,628 7,914
15,143 2,628 64,273
At 31 December 2020 Fixed
Interest
£'000
Floating
rate
£'000
Non interest
bearing
£'000
Sterling
Unlisted and AIM/AQSE 15,177 - 44,746
Investment trusts - - 4,228
Cash - 6,057 8,795
15,177 6,057 57,769

The unlisted fixed interest assets have a weighted average life of 0.46 years (2020: 1.06 years) and a weighted average interest rate of 10.11% (2020: 10.13%). The floating rate assets consist of cash. These assets are earning interest at prevailing money market rates. The non-interest bearing assets represent the equity element of the portfolio. All assets and liabilities of the Company are included in the Balance Sheet at fair value.

The floating rate investments only comprise cash held on interest bearing deposit accounts. The benchmark rate which determines the rate of interest receivable on cash is the bank base rate, which was 0.25% at 31 December 2021 (2020: 0.10%). A 0.25% increase or decrease in the base rate would mean an increase or decrease of interest received in the year of £6,571 (2020: £15,141). The impact of a change of 0.25% has been selected as this is considered reasonable, given the current level of the Bank of England base rates and market expectations for future movement.

16. Financial instruments (continued)

Maturity profile

The maturity profile of the Company's financial assets at the balance sheet date was as follows:

At 31 December 2021 Within
1 year
£'000
Within
1-2
years
£'000
Within
2-3
years
£'000
Within
3-4
years
£'000
Within
4-5
years
£'000
Total
£'000
Unlisted 13,784 295 - 1,064 - 15,143
13,784 295 - 1,064 - 15,143
At 31 December 2020 Within
1 year
£'000
Within
1-2
years
£'000
Within
2-3
years
£'000
Within
3-4
years
£'000
Within
4-5
years
£'000
Total
£'000
Unlisted 11,197 2,633 295 98 954 15,177
11,197 2,633 295 98 954 15,177

(iii) Liquidity risk

Due to their nature, unlisted investments may not be readily realisable and, therefore, a portfolio of listed assets and cash is held to offset this liquidity risk. Note 8 details the three-tier hierarchy of inputs used as at 31 December 2021 in valuing the Company's investments carried at fair value.

The Company, generally, does not hold significant cash balances and any cash held is with reputable banks with high quality external credit ratings.

(iv) Credit risk

This is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company.

The Company's financial assets exposed to credit risk amounted to the following :

31 December 2021
£'000
31 December 2020
£'000
Investments in unlisted debt securities 15,143 15,177
Investment trusts 5,385 4,228
Cash 10,542 14,852
31,070 34,257

All assets which are traded on a recognised exchange, are held by JPMorgan Chase (JPM), the Company's custodian. Cash balances are held by JPM, Virgin Money, RBSI and Barclays. Should the credit quality or the financial position of any of these institutions deteriorate significantly the Manager will move these assets to another financial institution.

16. Financial instruments (continued)

(iv) Credit risk (continued)

The Manager evaluates credit risk on unlisted debt securities and financial commitments and guarantees prior to investment, and as part of the ongoing monitoring of investments. In doing this, it takes into account the extent and quality of any security held. Typically, unlisted debt securities have a fixed charge over the assets of the investee company in order to mitigate the gross credit risk. The Manager receives management accounts from investee companies, and members of the investment management team sit on the boards of investee companies; this enables the close identification, monitoring and management of investment specific credit risk.

There were no significant concentrations of credit risk to counterparties at 31 December 2021 or 31 December 2020.

(v) Price risk sensitivity

The following details the Company's sensitivity to a 10% increase or decrease in the market prices of listed or AIM/AQSE quoted securities, with 10% being the Manager's assessment of a reasonable possible change in market prices.

At 31 December 2021, if market prices of AIM/AQSE quoted securities had been 10% higher or lower and with all other variables held constant, the increase or decrease in net assets attributable to Ordinary Shareholders for the year would have been £1,048,100 (2020: £1,051,800) due to the change in valuation of financial assets at fair value through profit or loss.

At 31 December 2021, if prices of unlisted securities had been 10% higher or lower with all other variables held constant, the increase or decrease in net assets attributable to Ordinary Shareholders for the year would have been £5,563,600 (2020: £4,940,500) due to the change in valuation of financial assets at fair value through profit or loss.

At 31 December 2021, 67.6% (2020: 62.7%) comprised investments in unlisted securities held at fair value. The valuation of unlisted securities reflects a number of factors, including the performance of the investee company itself and the wider market and any uncertainty surrounding the implications of the UK's departure from the EU and uncertainties associated with COVID-19.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Maven Income and Growth VCT 4 PLC (the Company: Registered in Scotland with registered number SC272568) will be held at 1-2 Royal Exchange Buildings, London EC3V 3LF at 12.00 noon on Wednesday 11 May 2022 for the purposes of considering and, if thought fit, passing the following Resolutions:

Ordinary Resolutions

    1. To receive the Directors' Report and the audited Financial Statements for the year ended 31 December 2021.
    1. To receive the Directors' Remuneration Report for the year ended 31 December 2021.
    1. To approve a final dividend of 1.00p per Ordinary Share in respect of the year ended 31 December 2021.
    1. To re-elect Peter Linthwaite as a Director.
    1. To re-elect Steven Scott as a Director.
    1. To re-elect Bill Nixon as a Director.
    1. To re-elect Fraser Gray as a Director.
    1. To re-appoint Deloitte LLP as Auditor to the Company.
    1. To authorise the Directors to fix the remuneration of the Auditor.
    1. THAT the Directors be and are hereby generally and unconditionally authorised under Section 551 of the Companies Act 2006 (the Act) to exercise all the powers of the Company to allot Ordinary Shares in the Company, or grant rights to subscribe for or convert any security into Ordinary Shares in the Company, up to an aggregate nominal amount of £1,212,478 (representing 10% of the total Ordinary Share capital in issue as at 18 March 2022) provided that this authority shall expire at the conclusion of the next AGM of the Company or, if earlier, on the expiry of 15 months after the passing of this Resolution, and so that the Company may before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred had not expired.

Special Resolutions

    1. THAT, subject to the passing of Resolution 10, the Directors be and are hereby empowered, under Section 571 of the Act, to allot equity securities (as defined in Section 560 of the Act) under the authority conferred by Resolution 10 for cash as if Section 561(1) of the Act did not apply to the allotment, provided that this power shall be limited to allotment:
    2. (a) of equity securities in connection with an offer of such securities by way of rights to holders of Ordinary Shares in proportion (as nearly as practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange;
    3. (b) (other than under paragraph (a) above) of equity securities up to an aggregate nominal amount not exceeding £1,212,478, representing 10% of the total Ordinary Share capital in issue as at 18 March 2022; and
    4. (c) shall expire at the conclusion of the next AGM of the Company held after the passing of this resolution or, if earlier, on the expiry of 15 months from the passing of the Resolution, and so that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.
    1. THAT the Company be and is hereby generally and, subject as here and hereinafter appears, unconditionally authorised in accordance with Section 701 of the Act to make market purchases (within the meaning of Section 693(4) of the Act) of fully paid Ordinary Shares of 10p each in the capital of the Company provided always that:
    2. (a) the maximum number of Ordinary Shares hereby authorised to be purchased is 18,175,058 Ordinary Shares, representing approximately 14.99% of the Company's Ordinary Share capital in issue as at 18 March 2022;
    3. (b) the minimum price that may be paid for an Ordinary Share shall be 10p per share;
    4. (c) the maximum price exclusive of expenses, that may be paid for an Ordinary Share shall be not more than an amount equal to the higher of:
      • (i) an amount equal to 105% of the average of the closing middle market price for the Ordinary Share as derived from the London Stock Exchange's Daily Official List for the five business days immediately preceding the date on which the Ordinary Shares are purchased; and
      • (ii) the price stipulated by Article 5(1) of Commission Regulation (EC) No. 273/2003 (the Buy-back and Stabilisation Regulation); and
    5. (d) unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the conclusion of the next AGM of the Company or, if earlier, on the expiry of 15 months from the passing of this Resolution, save that the Company may before such expiry enter into a contract to purchase Ordinary Shares which will or may be completed wholly or partly after such expiry.
    1. THAT a general meeting other, than an annual general meeting, may be called on not less than 14 days' clear notice.

By order of the Board Maven Capital Partners UK LLP Secretary Kintyre House 205 West George Street Glasgow G2 2LW

22 March 2022

NOTES:

Entitlement to attend and vote

1) To be entitled to attend and vote at the Meeting (and for the purposes of the determination by the Company of the votes that may be cast in accordance with Regulation 41 of the Uncertified Securities Regulations 2001), only those members registered in the Company's register of members at close of business on 9 May 2022 (or, if the Meeting is adjourned, close of business on the date which is two business days before the adjourned Meeting) shall be entitled to attend and vote at the Meeting. Changes to the register of members of the Company after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting.

Website giving information regarding the Meeting

2) Information regarding the Meeting, including the information required by Section 311A of the Companies Act 2006, is available from www.mavencp.com/migvct4.

Attending in person

3) If you wish to attend the Meeting in person, please bring some form of personal identification.

Appointment of proxies

  • 4) If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this Notice of Annual General Meeting. You can appoint a proxy only using the procedures set out in these notes and the notes to the proxy form.
  • 5) If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in this "Appointment of proxies" section. Please read the section "Nominated Persons" below.
  • 6) A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting, you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
  • 7) You may appoint more than one proxy, provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please copy the proxy form, indicate on each form how many shares it relates to, and attach them together.
  • 8) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against a resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.

Appointment of proxy using hard copy proxy form

9) A proxy form is enclosed with this document. The notes to the proxy form explain how to direct your proxy to vote or withhold their vote on each Resolution. To appoint a proxy using the proxy form, the form must be completed, signed and sent or delivered to the Company's Registrars, The City Partnership (UK) Limited, The Mending Rooms, Park Valley Mills, Meltham Road, Huddersfield HD4 7BH so as to be received by City Partnership no later than 12.00 noon on 9 May 2022 or by close of business on a date two business days prior to that appointed for any adjourned Meeting or, in the case of a poll taken subsequent to the date of the Meeting or adjourned Meeting, so as to be received no later than 24 hours before the time appointed for taking the poll. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form. For the purposes of determining the time for delivery of proxies, no account has been taken of any part of a day that is not a working day.

Appointment of a proxy online

10) You may submit your proxy electronically using the Maven Proxy Voting App at: proxy-maven4.cpip.io. Shareholders can use this service to vote or appoint a proxy online. The same voting deadline of 48 hours (excluding non-working days) before the time of the Meeting applies as if you were using your personalised proxy form to vote or appoint a proxy by post to vote for you. Shareholders will need to use their City Investor Number (CIN) and Access Code, which are shown on the enclosed Proxy Form. Shareholders should not show this information to anyone unless they wish to give proxy instructions on their behalf.

Appointment of proxies through CREST

11) CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available from: www.euroclear.com/site/public/EUI). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (City Partnership ID: 8RA57) by 12.00 noon on 9 May 2022. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time.

In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Appointment of proxy by joint members

12) In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding, the first named being the most senior.

Changing proxy instructions

13) To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off times for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. Where you have appointed a proxy using the hard copy proxy form and would like to change the instructions using another hard copy proxy form, please contact City Partnership at the address shown in note 9. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

14) In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to City Partnership, at the address shown in note 9. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed, or a duly certified copy of such power or authority, must be included with the revocation notice. The revocation notice must be received by City Partnership no later than 48 hours before the Meeting. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid. Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.

Corporate representatives

15) A corporation that is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.

Issued shares and total voting rights

16) As at 18 March 2022 the Company's issued share capital comprised 121,247,891 Ordinary Shares of 10p each. Each Ordinary Share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company on 18 March 2022 is 121,247,891. The website referred to in note 2 will include information on the number of shares and voting rights.

Questions at the Meeting

  • 17) Under Section 319A of the Act, the Company must answer any question you ask relating to the business being dealt with at the Meeting unless:
    • answering the question would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information;
    • the answer has already been given on a website in the form of an answer to a question; or
    • it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.

Website publication of audit concerns

  • 18) Pursuant to Chapter 5 of Part 16 of the Act (Sections 527 to 531), where requested by a member or members meeting the qualification criteria set out at note 19 below, the Company must publish on its website, a statement setting out any matter that such members propose to raise at the Meeting relating to the audit of the Company's accounts (including the Auditor's Report and the conduct of the audit) that are to be laid before the Meeting. The request:
    • may be in hard copy form or in electronic form (see note 20 below);
    • must either set out the statement in full or, if supporting a statement sent by another member, clearly identify the statement which is being supported;
    • must be authenticated by the person or persons making it (see note 20 below); and
    • must be received by the Company at least one week before the Meeting.

Where the Company is required to publish such a statement on its website:

  • it may not require the members making the request to pay any expenses incurred by the Company in complying with the request;
  • it must forward the statement to the Company's Auditor no later than the time the statement is made available on the Company's website; and
  • the statement may be dealt with as part of the business of the Meeting.

Members' qualification criteria

19) In order to be able to exercise the members' right to require the Company to publish audit concerns (see note 18), the relevant request must be made by a member or members having a right to vote at the Meeting and holding at least 5% of total voting rights of the Company, or at least 100 members having a right to vote at the Meeting and holding, on average, at least £100 of paid up share capital. For information on voting rights, including the total number of voting rights, see note 16 above and the website referred to in note 2.

Submission of hard copy and electronic requests and authentication requirements

  • 20) Where a member or members wishes to request the Company to publish audit concerns (see note 18), such request be must be made in accordance with one of the following ways:
    • a hard copy request which is signed by you, states your full name and address and is sent to The Secretary, Maven Income and Growth VCT 4 PLC, Kintyre House, 205 West George Street, Glasgow G2 2LW; or
    • a request which states your full name, address, and investor code, and is sent to [email protected] stating "AGM" in the subject field.

Nominated persons

  • 21) If you are a person who has been nominated under Section 146 of the Act to enjoy information rights (Nominated Person):
    • you may have a right under an agreement between you and the member of the Company who has nominated you to have information rights (Relevant Member) to be appointed or to have someone else appointed as a proxy for the Meeting;
    • if you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights; and
    • your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps, your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.

Documents on display

22) Copies of the letters of appointment of the Directors of the Company and a copy of the Articles of the Company will be available for inspection at the registered office of the Company at Kintyre House, 205 West George Street, Glasgow G2 2LW from the date of this notice until the end of the Meeting.

Communication

  • 23) Except as provided above, members who have general queries about the Meeting should use the following means of communication (no other methods of communication will be accepted):
    • calling Maven Capital Partners UK LLP (the Secretary) on 0141 306 7400; or
    • e-mailing [email protected], stating "AGM" in the subject field.

Members' Rights to Require Circulation of Resolution to be Proposed at the Meeting

  • 24) Under Section 338 of the Act, a member or members meeting the qualification criteria set out at note 19, may, subject to conditions, require the Company to give to members notice of a Resolution that may properly be moved and is intended to be moved at that meeting. The conditions are that:
    • the Resolution must not, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise);
    • the Resolution must not be defamatory of any person, frivolous or vexatious;
    • the request may be in hard copy form or in electronic form (see note 20) and must identify the Resolution of which notice is to be given by either setting out the Resolution in full or, if supporting a Resolution sent by another member, clearly identifying the Resolution which is being supported;
    • the request must be authenticated by the person or persons making it (see note 20);
    • the request must be received by the Company not later than six weeks before the Meeting to which the request relates;
    • in the case of a request made in hard copy form, such request must be authenticated by providing your full name, address and investor code and sent to the Secretary at the address stated in note 20; and
    • in the case of a request made in electronic form, such request must be authenticated as set out above and sent to: [email protected], stating "AGM" in the subject field.

Members' Right to Have a Matter of Business Dealt With at the Meeting

  • 25) Under Section 338A of the Companies Act 2006, a member or members meeting the qualification criteria set out at note 19, may, subject to conditions, require the Company to include in the business to be dealt with at the Meeting a matter (other than a proposed Resolution) that may properly be included in the business (a matter of business). The conditions are that:
    • the matter of business must not be defamatory of any person, frivolous or vexatious;
    • the request may be in hard copy form or in electronic form (see note 20);
    • the request must identify the matter of business by either setting it out in full or, if supporting the statement sent by another member, clearly identify the matter of business which is being supported;
    • the request must be accompanied by a statement setting out the grounds for the request;
    • the request must be authenticated by the person or persons making it (see note 20); and
    • the request must be received by the Company not later than six weeks before the Meeting to which the request relates.

Registered in Scotland: Company Number SC272568

EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

An explanation of the Resolutions to be proposed at the AGM is set out below. Resolutions 1 to 10 will be proposed as Ordinary Resolutions requiring the approval of more than 50% of the votes cast and Resolutions 11 to 13 will be proposed as Special Resolutions requiring the approval of 75% or more of the votes cast.

Resolution 1 – Annual Report and Financial Statements

The Directors seek approval to receive the Directors' Report and audited Financial Statements for the year ended 31 December 2021, which are included within the Annual Report.

Resolution 2 – Directors' Remuneration Report

The Board seeks approval to receive the Directors' Remuneration Report for the year ended 31 December 2021, which is also included in the Annual Report.

Resolution 3 – Final Dividend

The Company's Shareholders will be asked to approve the payment of a final dividend of 1.00p per Ordinary Share for the year ended 31 December 2021, to be paid on 20 May 2022 to Shareholders on the register at the close of business on 22 April 2022.

Resolution 4 – Re-election of Director

Peter Linthwaite will retire at the AGM and, being eligible, he offers himself for re-election as a Director of the Company.

Resolution 5 – Re-election of Director

Steven Scott will retire at the AGM and, being eligible, offers himself for re-election as a Director of the Company.

Resolution 6 – Re-election of Director

Bill Nixon will retire at the AGM and, being eligible, offers himself for re-election as a Director of the Company.

Resolution 7 – Re-election of Director

Fraser Gray will retire at the AGM and, being eligible, offers himself for re-election as a Director of the Company.

Resolutions 8 and 9 – Re-appointment and remuneration of Auditor

The Company must appoint an auditor at each general meeting at which the accounts are presented to Shareholders, to hold office until the conclusion of the next such meeting. Resolution 8 seeks Shareholder approval to re-appoint Deloitte LLP as the Company's Auditor. In accordance with normal practice, Resolution 9 seeks authority for the Directors to determine the Auditor's remuneration.

Resolution 10 – Authority to allot shares

Resolution 10, if passed, will authorise the Directors to allot shares or rights to subscribe for them up to an aggregate nominal value of £1,212,478. This amounts to 12,124,780 Ordinary Shares representing approximately 10% of the total share capital of the Company in issue as at 18 March 2022 (this being the latest practicable date prior to publication of this Annual Report). The Directors' authority will expire at the conclusion of the next AGM of the Company or on the expiry of 15 months from the passing of the Resolution, whichever is the first to occur.

Resolution 11 – Waiver of statutory pre-emption rights

Resolution 11, if passed, would allow the Board to allot new Shares, up to 10% of the current share capital, without implementing pre-emption rights. This authority will expire at the conclusion of the next AGM of the Company or, if earlier, on the expiry of 15 months from the passing of the Resolution. The Board may use the authorities conferred under Resolutions 10 and 11 to allot further Ordinary Shares or rights to subscribe for them.

Resolution 12 – Purchase of own shares

Under Resolution 12, the Company's Shareholders are being asked to renew the Directors' authority to make market purchases of up to 18,175,058 Ordinary Shares (excluding shares held in treasury) of the Company (which represents approximately 14.99% of the issued share capital of the Company as at 18 March 2022) and the Resolution sets out the minimum and maximum prices that can be paid, exclusive of expenses. Any Ordinary Shares in the Company purchased pursuant to the authority sought under Resolution 12 may be either cancelled, and not be available for reissue, or held in treasury. Once held in treasury, such shares may be cancelled or sold for cash. At the date of this Annual Report, the Company does not hold any Ordinary Shares in the capital of the Company in treasury. The authority conferred by Resolution 12 will expire at the conclusion of the next AGM of the Company or on the expiry of 15 months from the passing of the Resolution, whichever is the first to occur.

The Board intends to use this authority to continue its share buy-back policy.

Resolution 13 – Notice of general meetings

The Directors propose to preserve the Company's ability to call general meetings (other than annual general meetings) on 14 clear days' notice, as approved by Shareholders at the previous AGM. Resolution 13 seeks such approval and would be effective until the Company's next AGM, when it is intended that a similar Resolution is proposed. If approved, it is anticipated that such authority will only be exercised under exceptional circumstances. The Company will also need to meet the requirements for electronic voting before it can call a general meeting on 14 days' notice.

GLOSSARY

ALTERNATIVE PERFORMANCE MEASURES (APMs)

Measures of performance that are in addition to the statutory measures reported in the Financial Statements. The APMs used by the Company are marked * in this Glossary. The table in the Financial Highlights section on page 5 shows the movement in net asset value and NAV total return per Ordinary Share over the past three financial years, and shows the dividends declared in respect of each of the past three financial years and on a cumulative basis since inception.

ANNUAL YIELD*

The total dividends paid for the financial year expressed as a percentage of the NAV per Ordinary Share at the immediately preceding year end.

DISCOUNT/PREMIUM TO NAV*

A discount is the percentage by which the mid-market price of an Ordinary Share is lower than the net asset value per Ordinary Share. A premium is the percentage by which the mid-market price exceeds the net asset value per Ordinary Share.

DISTRIBUTABLE RESERVES

Comprises capital reserve (realised), revenue reserve and special distributable reserve.

DIVIDEND PER ORDINARY SHARE

The total of all dividends per Ordinary Share paid by the Company in respect of the year.

EARNINGS PER ORDINARY SHARE (EPS)

The net income after tax of the Company divided by the weighted average number of shares in issue during the year. In a venture capital trust, this is made up of revenue EPS and capital EPS.

EX-DIVIDEND DATE (XD DATE)

The date set by the London Stock Exchange, normally being the business day preceding the record date.

INDEX OR INDICES

A market index calculates the average performance of its constituents, normally on a weighted basis. It provides a means of assessing the overall state of the economy and provides a comparison against which the performance of individual investments can be assessed.

INVESTMENT INCOME

Income from investments as reported in the Income Statement.

NAV PER ORDINARY SHARE

Net assets divided by the number of Ordinary Shares in issue.

NAV TOTAL RETURN PER ORDINARY SHARE*

Net assets divided by the number of Ordinary Shares in issue, plus cumulative dividends paid per Ordinary Share to date.

NET ASSETS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS OR SHAREHOLDERS' FUNDS (NAV)

Total assets less current and long-term liabilities.

OPERATIONAL EXPENSES

The total of investment management fees and other expenses as reported in the Income Statement.

REALISED GAINS/LOSSES

The profit/loss on the sale of investments during the year.

RECORD DATE

The date on which an investor needs to be holding a share in order to qualify for a forthcoming dividend.

REVENUE RESERVES

The total of undistributed revenue earnings from prior years. This is available for distribution to Shareholders by way of dividend payments.

TOTAL RETURN

The theoretical return, including reinvesting each dividend in additional shares in the Company at the closing mid-market price on the day that the shares go ex-dividend. The NAV total return involves investing the same net dividend at the NAV of the Company on the ex-dividend date.

UNREALISED GAINS/LOSSES

The profit/loss on the revaluation of the investment portfolio at the end of the year.

YOUR NOTES

YOUR NOTES

CONTACT INFORMATION

DIRECTORS

Peter Linthwaite (Chairman) Malcolm Graham-Wood Fraser Gray Bill Nixon Steven Scott

MANAGER AND SECRETARY

Maven Capital Partners UK LLP Kintyre House 205 West George Street Glasgow G2 2LW Telephone: 0141 306 7400 Email: [email protected]

REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS

Kintyre House 205 West George Street Glasgow G2 2LW

REGISTERED IN SCOTLAND

Company Registration Number: SC272568 Legal Entity Identifier: 213800WSH2TNL9NG5I06 TIDM: MAV4 ISIN: GB00B043QW84

WEBSITE

www.mavencp.com/migvct4

REGISTRAR

The City Partnership (UK) Limited The Mending Rooms Park Valley Mills Meltham Road Huddersfield HD4 7BH Email: [email protected]

Investor hub: maven-cp.cityhub.uk.com

Telephone: 01484 240910 (Lines are open from 9.00 am to 5.30 pm, Monday to Friday)

AUDITOR

Deloitte LLP

BANKER

JPMorgan Chase Bank

STOCKBROKER

Shore Capital Stockbrokers Limited Telephone: 020 7647 8132

VCT ADVISER

Philip Hare & Associates LLP

MAVEN CAPITAL PARTNERS UK LLP

(a subsidiary of Mattioli Woods plc)

108 I Maven Income and Growth VCT 4 PLC

Kintyre House 205 West George Street Glasgow G2 2LW

Tel: 0141 306 7400

Authorised and Regulated by The Financial Conduct Authority

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