Maven Income and Growth VCT PLC

Final results for the year ended 28 February 2021

The Directors are pleased to report the Company's financial results for the year ended 28 February 2021.

Highlights

•      NAV total return at the year end of 144.32p per share (2020: 143.26p)

•      NAV at the year end of 44.41p per share (2020: 46.35p), after dividend payments totalling 3.00p per share during the year

•      Final dividend of 1.00p per share proposed

•      Offer for Subscription fully subscribed raising £20 million

•      Deployment of £6.91 million during the year, including new investments in 20 private and AIM quoted companies

•      £3.61 million realised in total from disposals, including three profitable private company exits

Chairman's Statement

The financial year to 28 February 2021 has been a period of significant challenge and uncertainty dominated by the COVID-19 pandemic. This public health crisis has had a wide-reaching impact across our society, and the Directors' thoughts are with all of those who have been affected.

Despite the economic disruption experienced during the year, it is encouraging to report that your Company has continued to make positive progress, with NAV total return increasing to 144.32p per share. This reflects the strength and resilience of the investee portfolio, where most companies successfully adjusted their business models to enable them to continue to operate under the lockdown restrictions. Further progress was made in the construction of the portfolio, with the addition of 20 new private and AIM quoted company holdings, whilst follow-on funding was provided to several existing investee companies where commercial progress merited additional support. During the year, your Company achieved its first material exit from the early stage portfolio with the realisation of Symphonic Software, which generated a total return of 2.92 times cost over a holding period of less than two years. The Directors recognise the importance of tax free distributions to Shareholders and are pleased to propose a final dividend of 1.00p per share.

Whilst the pandemic has created a challenging operating environment, the Directors are encouraged by the progress that has been achieved in expanding and diversifying the portfolio. This is central to the long term strategic objective of building a broadly based portfolio of early stage companies that are capable of generating sustained growth in Shareholder value. Although the outbreak of COVID-19 caused a temporary change in approach to one focused on value preservation and supporting the requirements of existing portfolio companies, it is pleasing to report that 20 new private and AIM quoted holdings were added to the portfolio during the year. Many of these companies operate in sectors that have defensive characteristics, which have been less impacted by the economic conditions.

Over the past year, the Manager has adhered to all Government and local guidelines and in March 2020, ahead of the first nationwide lockdown, successfully migrated its regional offices and administration hub to a remote working model. Your Company has maintained full operational capability throughout this period, with Maven and all third-party providers continuing to service your Company, either remotely or from a COVID-secure office environment.

Maven was swift to respond to the potential economic impact of COVID-19 and, on 20 March 2020, completed a comprehensive appraisal of the portfolio to identify the likely impact on each investee company. Following this review, the Board approved a small number of specific provisions against those holdings in private companies with exposure to the consumer facing sectors that were most immediately impacted. The AIM quoted and listed holdings were valued at their prevailing market prices. This review resulted in a 6.2% reduction in NAV per share, from 46.35p on 29 February 2020 to 43.49p as at 20 March 2020, which was announced on 26 March 2020. The Directors are pleased to note that there has been a subsequent recovery in NAV per share to 44.41p at the year end, which is stated after the payment of the 2020 final and 2021 interim dividends, totalling 3.00p per share. This improvement demonstrates the strength of the underlying portfolio, which has exposure to a range of defensive sectors such as software, healthcare, data analytics and training, where the impact of the pandemic has been less severe. A number of these companies have continued to generate meaningful growth during the year, which has resulted in uplifts to valuations to reflect the progress achieved. The recovery in NAV was also supported by positive performance from the AIM quoted portfolio, where several holdings, notably those with exposure to the healthcare and life sciences sectors, have experienced share price appreciation following positive trading updates.

Throughout the pandemic, the Directors have maintained close communication with the Manager, receiving regular updates on the performance of investee companies. The Board has been encouraged by the measures taken by investee management teams, with Maven taking an active role and providing assistance on a case-by-case basis. Whilst there are a small number of portfolio companies that are operating behind plan, the majority are trading in line with their revised COVID-19 budgets and, in all cases, cash is being carefully managed. It is also encouraging to report that several private and AIM quoted companies have continued to grow, reflecting the level of innovation and entrepreneurialism across the portfolio. This includes companies that offer a disruptive technology designed to take a product or service online, such as training, restaurant food ordering or prescription dispensing. Several businesses operating in the specialist biotechnology market have made an active contribution towards the urgent need for COVID-19 testing or therapeutics, and those that manufacture devices and products for medical markets have experienced a surge in demand.

Given the economic uncertainty related to the pandemic, the Manager maintained a selective approach to new investment, which resulted in a small number of potential transactions being aborted due to client attrition caused by the pandemic. It is nevertheless encouraging to report that 11 new private companies and nine AIM quoted holdings were added to the portfolio, including several in the healthcare and life sciences sectors, which are likely to remain attractive markets for the foreseeable future. During the year, your Company gained exposure to various new sectors, including cyber security, data analytics and web archiving, which the Manager believes have defensive characteristics and good long term growth prospects. The provision of performance based follow-on funding remains a key component of the investment strategy, as it is generally recognised that many earlier stage companies are likely to require several rounds of capital before they are fully scaled, and shareholder value can be optimised. Full details on portfolio developments, and a summary of the investments completed during the year, can be found in the Investment Manager's Review in the Annual Report.

The UK formally left the EU on 31 January 2020 and entered an 11 month transition period that ended on 31 December 2020. The EU (Future Relationship) Act, which was agreed with the EU on 24 December 2020, came into effect on 1 January 2021. The potential impact of the UK's withdrawal from the EU has been closely monitored across the portfolio of investee companies and, as at the date of this Annual Report, there is nothing material to report. The majority of investee companies have limited direct exposure to the EU, and those that do have been implementing contingency plans to mitigate any potential impact. Furthermore, it is not anticipated that there will be any changes to the legislation governing VCTs as a result of the UK's departure from the EU.

In June 2020, the partial realisation of the holding in Global Risk Partners completed, generating a total return of 2.55 times cost over the life of the investment. In October 2020, there was a further positive development, when your Company successfully exited its holding in Symphonic Software through a sale to a US listed trade acquirer. The exit generated a total return of 2.92 times cost in a holding period of just under two years. Whilst the Directors are optimistic that further profitable exits can be achieved from the early stage portfolio, it may take time for these companies to achieve scale and for full value to be optimised. The timing of exits is difficult to predict, and this is particularly relevant for the early stage portfolio. When younger companies gain early traction, they may attract interest from a strategic acquirer, whereas others may need to raise further capital over an extended period in order to develop to their full potential before a formal exit process can be initiated.

Proposed Final Dividend

As Shareholders will be aware from recent Interim and Annual Reports, decisions on distributions take into consideration the availability of surplus revenue, the realisation of capital gains, the adequacy of distributable reserves 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 remain committed to paying dividends whenever possible.

The Directors would like to remind Shareholders that, in line with the VCT rules, as a greater proportion of the portfolio is invested in younger companies that may take longer to reach maturity, there may be fluctuations in the quantum and timing of dividend payments. Distributions will be more closely linked to realisation activity and will also reflect the Company's requirement to maintain its VCT qualifying level. Some larger distributions may be required as a consequence of exits, however the 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.

In respect of the year ended 28 February 2021, your Board is proposing a final dividend of 1.00p per Ordinary Share to be paid on 16 July 2021 to Shareholders on the register at 18 June 2021. This will bring total distributions for the year to 2.00p per Ordinary Share, representing a yield of 4.88% based on the year end closing mid-market share price of 41.00p. Since the Company's launch, and after receipt of the proposed final dividend, Shareholders will have received 100.91p per share in tax free distributions. It should be noted that the effect of paying dividends is to reduce the NAV of the Company by the total cost of the distribution.

Dividend Investment Scheme (DIS)

Your Company operates a DIS, through which Shareholders may elect to have their dividend payments utilised to subscribe for new Ordinary Shares issued by the Company under the standing authority requested from Shareholders at AGMs. Due to the volatility in financial markets caused by the initial emergence of the COVID-19 pandemic, the DIS was temporarily suspended on 26 March 2020, before being fully reinstated on 19 October 2020 ahead of the payment of the 2021 interim dividend.

Shareholders who wish to participate in the DIS in respect of future dividends, including the payment of the proposed final dividend to be paid on 16 July 2021, should ensure that a DIS mandate or CREST instruction, as appropriate, is received by the Registrar (Link Group) in advance of 2 July 2021, this being the next dividend election date. The mandate form, terms & conditions and full details of the scheme (including information about tax considerations) are available from the Company's website at: www.mavencp.com/migvct. Election to participate in the DIS can also be made through the Registrar's share portal at: www.signalshares.com. Shares issued under the DIS should qualify for VCT tax relief applicable for the tax year in which they are allotted, subject to an individual Shareholder's particular circumstances. 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 23 October 2020, your Company, together with the board of Maven Income and Growth VCT 5 PLC, launched joint Offers for Subscription of new Ordinary Shares for 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). On 24 March 2021, the Directors were pleased to announce that your Company's Offer was fully subscribed, including full utilisation of the over-allotment facility.

The allotment of 28,533,898 new Ordinary Shares in respect of the 2020/21 tax year, was made on 2 March 2021, with a further 14,485,275 new Ordinary Shares allotted on 1 April 2021. The allotment of 2,026,395 Ordinary Shares for the 2021/22 tax year took place on 4 May 2021.

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 range of market sectors, and which are capable of generating capital gains. It will also ensure that existing portfolio companies can continue to be supported through follow- on funding where there is an ongoing business case that merits support. Furthermore, the funds raised will allow your Company to maintain its share buy-back policy, whilst also spreading 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. Despite the market volatility in relation to COVID-19, the Board maintained the view that it was appropriate to continue to operate the buy-back policy as this is an important mechanism for ensuring an orderly market in the Company's shares.

It is intended that, subject to market conditions, available liquidity and the maintenance of the Company's VCT status, Shares will be bought back at prices representing a discount of between 5% and 10% to the prevailing NAV per share.

Regulatory Developments

During the year, there were no further amendments to the rules governing VCTs. The Chancellor did not issue an Autumn 2020 Budget as the Treasury's focus at the time was on stimulus packages to support the economy through the pandemic. The Spring Budget was delivered on 3 March 2021, with no specific changes proposed to the regulations governing VCTs.

The requirement of the Finance Act 2018, which increased the threshold level of qualifying investments a VCT must hold from 70% to 80%, was comfortably achieved by your Company ahead of 1 March 2020, being the required date of compliance. The qualifying level continues to be closely monitored by the Manager and reviewed by the Board of a regular basis.

Following the outbreak of COVID-19, a number of regulatory changes were implemented to assist companies through the crisis. The Corporate Insolvency and Governance Act 2020 temporarily suspended parts of insolvency law in order to support directors, whose companies continued to trade through the emergency, from the threat of personal liability for wrongful trading and to protect companies from creditor action. This suspension was extended until 30 June 2021. In addition, Company Law and other legislation was amended to provide companies with temporary easements on company filings and the holding of annual general meetings.

On 27 March 2020, the International Private Equity and Venture Capital Valuation (IPEV) Guidelines Board issued Coronavirus Special Valuation Guidance to assist managers applying the IPEV Valuation Guidelines to their portfolios after March 2020. The Guidelines were last updated in 2018 and are the prevailing framework for fair value information in the private equity and venture capital industry. The Directors and the Manager continue to apply the IPEV Guidelines as a central methodology for all private company valuations.

Environmental, Social and Governance (ESG)

The Board recognises the importance of ESG principles and believes that each portfolio company should behave responsibly towards the environment and society. The Directors are pleased to report that the Manager considers ESG matters as part of the investment appraisal process and ensures that any relevant ESG issues are identified at an early stage. The Manager is currently working to develop a framework that will ensure that ESG issues are carefully managed throughout the period of investment. There is also close engagement with each portfolio company in relation to corporate governance practices, and support provided to the management team to develop or improve policies on the environment, community engagement, HR and employee relations, corporate governance and responsible product marketing.

The Directors are aware of the work that the Manager is undertaking to address the recommendations of the Task Force on Climate-related Financial Disclosures, which seek to address the material financial impacts of the global transition to a lower carbon economy. The Directors are satisfied that the Manager is taking the appropriate steps to address these requirements, and will continue to monitor progress.

Annual General Meeting (AGM)

The 2021 AGM will be held in the Glasgow office of Maven Capital Partners UK LLP on Wednesday 7 July 2021, commencing at 12.00 noon. The Notice of Annual General Meeting can be found in the Annual Report.

The Directors are aware that the AGM is a good opportunity for Shareholders to meet the Board and the Manager but consider the well-being of Shareholders and other AGM attendees to be their priority. In light of the current Government advice against all non-essential travel and public gatherings and uncertainly over the relaxation of restrictions, unfortunately Shareholders may be unable to attend the AGM in person and should instead vote using the Proxy Form. Proxy Forms should be completed and returned in accordance with the instructions thereon and the latest time for the receipt of Proxy Forms is 12.00 noon on 5 July 2021. Proxy votes can also be submitted by CREST or online using the Registrar's Share Portal at www.signalshares.com.

Shareholders wishing to attend the AGM should notify the Company in advance by email to: CoSec@mavencp.com  or in writing to: The Company Secretary, Maven Income and Growth VCT PLC, c/o Maven Capital Partners UK LLP, First Floor, Kintyre House, 205 West George Street, Glasgow G2 2LW.

Maven Capital Partners UK LLP (Maven)

On 26 May 2021, Mattioli Woods plc announced that it had entered into a conditional agreement to acquire Maven, subject to satisfactory completion and the approval of Mattioli Woods' shareholders. Post completion, Maven will operate as an independently managed subsidiary of Mattioli Woods, retaining its regional business model, people and brand in entirety. As a result, there will be no direct impact for Maven's VCT clients, investors or investee companies. Mattioli Woods plc is one of the UK's leading providers of wealth management and financial planning services, and offers a highly complementary fit with Maven's existing operations. The key attractions of acquiring Maven include access to its highly skilled and experienced team, which is one of the most active VCT investors in the UK. 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, and a common focus on providing clients with the best possible service. Further details on Mattioli Woods can be found at: www.mattioliwoods.com.

Your Board considers this to be a positive step in the evolution of Maven and has received confirmation that Bill Nixon will remain as its Managing Partner and lead VCT fund manager, and further, there will be no material changes to its staff, operations or access to capital. In terms of the management of the Company, the investment managers and support teams providing company secretarial, accounting and administrative services will all continue to operate as before. Your Board has given its consent to the change in control of Maven, which has also been approved by the FCA. The Board looks forward to continuing its positive relationship with the Maven team in pursuit of the Company's long term investment strategy.

The Future

Notwithstanding the significant challenges and economic disruption that has been a feature of the reporting period, the Directors are encouraged by the positive progress that has been achieved. Over recent years, the Manager has been carefully expanding and transitioning the portfolio to one focused on early stage, growth companies, which have the potential to generate significant Shareholder value as they scale and mature. Whilst many holdings are still relatively early in their stage of development, the Directors are encouraged by the resilient performance that has been achieved during the year. As the vaccination rollout continues to gather momentum, and with greater clarity on the easing of the remaining restrictions, the Directors are optimistic that there will be a strong economic recovery during the second half of 2021. The proceeds from the Offer for Subscription provide your Company with good levels of liquidity to facilitate a continuation of the current strategy in the year ahead, with the core objective of supporting further portfolio growth and continuing improvements in Shareholder value.

John Pocock

Chairman

4 June 2021

Business Report

This Business Report is intended to provide an overview of the strategy and business model of the Company, as well as the key measures used by the Directors in overseeing its management. The Board holds at least one meeting per annum at which strategic matters are discussed. The Company is a venture capital trust and invests in accordance with the investment objective set out below.

Investment Objective

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

Business Model and Investment Policy

Under an investment policy approved by the Directors, the Company intends to achieve its objective by:

•      investing the majority of its funds in a diversified portfolio of shares and securities in smaller, unquoted UK companies and AIM/AQSE quoted companies that meet the criteria for VCT qualifying investments and have strong growth potential;

•      investing no more than £1.25 million in any company in one year and no more than 15% of the Company's assets by cost in one business at any time; and

•      borrowing up to 15% of net asset value, if required and only on a selective basis, in pursuit of its investment strategy.

The Company had no borrowings as at 28 February 2021 and, as at the date of this Report, the Board has no intention of utilising the borrowing facility.

Principal and Emerging Risks and Uncertainties

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

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 relative to 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 the Manager. 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 1(e), 1(f) and 16 to the Financial Statements for further detail);

•      taking steps to ensure that the share price discount is managed appropriately; and

•      choosing and appointing an FCA authorised investment manager with the appropriate skills, experience and resources required to achieve the Investment Objective, with ongoing monitoring to ensure the Manager is performing in line with expectations.

Internal Control Risk

The Board reviews regularly the system of internal controls, both financial and non-financial, operated by the Company, Maven and other key third party outsourcers such as the Custodian and Registrar. These include controls designed to ensure that the Company's assets are safeguarded, that all records are complete and accurate and that the third parties have adequate controls in place to prevent data protection and cyber security failings.

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 VCT legislation in the UK as well as the EU State Aid Rules. Changes in 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 Private Equity and Venture Capital Association (BVCA) and the Venture Capital Trust Association (VCTA).

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

Breaches of other regulations including, but not limited to, the Companies Act 2006, the FCA Listing Rules, the FCA Disclosure Guidance and Transparency Rules, the General Data Protection Regulation (GDPR), or the Alternative Investment Fund Managers Directive (AIFMD) 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 damage or loss.

The AIFMD, which regulates the management of alternative investment funds, including VCTs, introduced a new authorisation and supervisory regime for all investment companies in the EU. The Company is a small registered and 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 Link Group to act on its behalf to report annually to HM Revenue & Customs (HMRC) and to ensure compliance with this legislation.

Political Risk

Although the EU (Future Relationship) Act 2020 came into effect on 1 January 2021, the full political, economic and legal consequences of the UK leaving the EU are not yet known. It is possible that investments in the UK may be more difficult to 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 future, the UK's 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 territories in which the shares of the Company may be promoted and sold.

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

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 only 40% of Shareholders now receiving paper reports.

The Board is also aware that the Manager continues to take into account environmental, social and governance matters when considering investment proposals. VCTs in general are regarded as supporting small and medium sized enterprises, investment in which helps to create local employment 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 recruitment, incentivising staff, succession planning and ensuring that adequate notice periods are included in all contracts of employment.

Financial and Liquidity Risk

As most of the investments require a mid to long term 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 unlisted investment opportunities. The Company has no direct exposure to currency risk and does not enter into any derivative transactions.

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. 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 also 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 position as at 28 February 2021 and its performance during the year then ended is included in the Chairman's Statement, which also includes an overview of its strategy and business model.

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

The Investment Portfolio Summary in the Annual Report discloses the investments in the portfolio and the degree of co-investment with other clients of the Manager. The tabular analysis of the unlisted and quoted portfolio in the Annual Report shows that the portfolio is diversified across a variety of industry sectors and transaction types. The level of VCT qualifying investment is monitored continually by the Manager and reported to the Risk Committee quarterly, or as otherwise required.

Key Performance Indicators

During the year, the net return on ordinary activities before taxation was £898,000 (2020: £548,000); gains on investments were £1,249,000 (2020: £579,000); and earnings per share were 0.98p (2020: 0.59p).

The Directors also consider a number of APMs to assess the Company's success in achieving its objective and enable Shareholders and prospective investors to gain an understanding of the Company's business. These APMs are shown in the Financial Highlights in the Annual Report.

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

•      NAV total return;

•      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 both the current NAV per share and total dividends paid to date. The annual yield is the total dividends paid per share for the financial year, expressed as a percentage of the share price at the year end. The Directors seek to pay dividends to provide a yield and comply with the VCT rules, taking account of the level of distributable reserves, profitable realisations in each accounting period and the Company's future cash flow projections. The share price discount to NAV is the percentage by which the mid-market price of an investment is lower than its NAV per share.

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

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 the Company's ranking within the VCT sector by independent analysts. In addition, the Directors consider economic, regulatory and political trends and features 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 International Private Equity and Venture Capital Valuation 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 Board discussions and decision making during the year.

This has been summarised in the table below:

Employee, Environmental and Human Rights Policy

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

The Manager engages with the Company's underlying investee companies in relation to their corporate governance practices and in developing their policies on social, community and environmental matters. Further information may be found in the 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 in the Annual Report.

Future Strategy

The Board and Manager intend to maintain the policies set out above for the year ending 28 February 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:

John Pocock

Director

4 June 2021

Income Statement

For the year ended 28 February 2021

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.

The accompanying Notes are an integral part of the Financial Statements and are included in full in the Annual Report.

Statement of Changes in Equity

For the year ended 28 February 2021

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

*Refer to Notes to the Financial Statements.

The accompanying Notes are an integral part of the Financial Statements and are included in full in the Annual Report.

Balance Sheet

As at 28 February 2021

*Refer to Notes to the Financial Statements.

The Financial Statements of Maven Income and Growth VCT PLC, registered number 03908220, were approved and authorised for issue by the Board of Directors on its behalf by:

John Pocock

Director

4 June 2021

The accompanying Notes are an integral part of the Financial Statements and are included in full in the Annual Report.

Cash Flow Statement

For the year ended 28 February 2021

The accompanying Notes are an integral part of the Financial Statements and are included in full in the Annual Report.

Notes to the Financial Statements

For the year ended 28 February 2021

Accounting policies

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

(a)   Basis of preparation

The Financial Statements have been prepared on a going concern basis, including an assessment of the impact of COVID-19 on the finances of the Company, as covered in the Directors' Report in the Annual Report. The Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of investments and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland, and in accordance with the Statement of Recommended Practice for Investment Trust Companies and Venture Capital Trusts (the SORP) issued by the AIC in October 2019.

Change in presentation of 2019 Statement of Changes in Equity and Balance Sheet - in previous years, capital expenses and dividends were recorded through the capital reserve realised. The nature of this treatment created a large deficit position that continued to build. In order to improve the transparency of distributable reserves, capital expenses and dividends are now recorded through the special distributable reserve. A one-off prior year reclassification has been reflected in the statement of changes in equity to clear the originating deficit position. This disclosure change has no impact on the profit and loss account or NAV.

(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; and

•      expenses are charged to realised capital reserves where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect the investment management fee has been allocated 20% to revenue and 80% to realised capital reserves to reflect the Company's investment policy and prospective income and capital growth.

(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 International Private Equity and Venture Capital Valuation Guidelines (IPEVCV) for the valuation of private equity and venture capital investments. Investments are recognised at their trade date and are designated by the Directors as fair value through profit and loss. At subsequent reporting dates, investments are valued at fair value, which represents the Directors' view of the amount for which an asset could be exchanged between knowledgeable and willing parties in an arm's length transaction. This does not assume that the underlying business is saleable at the reporting date or that its current shareholders have an intention to sell their holding in the near future.

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

1.    For early stage investments completed 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.

2.    Whenever practical, recent investments will be valued by reference to a material arm's length transaction or a quoted price.

3.    Mature companies are valued by applying a multiple to their maintainable earnings to determine the enterprise value of the company.

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

4.    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.

5.    All unlisted investments are valued individually by Maven's portfolio management team. The resultant valuations are subject to detailed scrutiny and approval by the Directors of the Company.

6.    In accordance with normal market practice, investments listed 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 (ie developed using market data) for the asset or liability, either directly or indirectly; and

•      Level 3 - inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.

(g)   Gains and losses on investments

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

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

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

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

Reserves

Share premium account

The share premium account represents the premium above nominal value received by the Company on issuing shares net of issue costs. 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.

Capital redemption reserve

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

Earnings per share

Net asset value per Ordinary Share

Net asset value per Ordinary Share as at 28 February 2021 has been calculated using the number of Ordinary Shares in issue at that date of 91,282,823 (2020: 92,988,133).

These Notes are an integral part of the Financial Statements and are included in full in the Annual Report.

Directors' Responsibility Statement

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

•      the Financial Statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as at 28 February 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.

Other Information

The Annual General Meeting will be held on Wednesday 7 July 2021, commencing at 12.00 noon, at the offices of Maven Capital Partners UK LLP, Kintyre House, 205 West George Street, Glasgow, G2 2LW.

Copies of this announcement, and of the Annual Report and Financial Statements for the year ended 28 February 2021, will be available to the public at the offices of Maven Capital Partners UK LLP, Kintyre House, 205 West George Street, Glasgow G2 2LW; at the registered office of the Company, Fifth Floor, 1-2 Royal Exchange Buildings, London EC3V 3LF and on the Company's website at www.mavencp.com/migvct.

The Annual Report and Financial Statements for the year ended 28 February 2021 will be issued to Shareholders and filed with the Registrar of Companies in due course.

The financial information contained within this Announcement does not constitute the Company's statutory Financial Statements as defined in the Companies Act 2006. The statutory Financial Statements for the year ended 29 February 2020 have been delivered to the Registrar of Companies and contained an audit report that was unqualified and did not constitute statements under S498(2) or S498(3) of the Companies Act 2006.

Neither the content of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

The Annual Report will be submitted to the National Storage Mechanism and will be available for inspection at: https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.

By Order of the Board

Maven Capital Partners UK LLP

Secretary

4 June 2021