MAVEN INCOME
AND GROWTH
VCT 3 PLC
Annual Report for the
year ended 30 November 2024
02 I Maven Income and Growth VCT 3 PLC
CORPORATE SUMMARY
THE COMPANY
Maven Income and Growth VCT 3 PLC (the Company)
is a public company limited by shares. It was incorporated
in England and Wales on 7 September 2001 with
company registration number 04283350. Its registered
office is at 6th Floor, Saddlers House, 44 Gutter Lane,
London EC2V 6BR.
The Company is a venture capital trust (VCT) and its
shares are listed on the Official List and traded on the
Main Market of the London Stock Exchange.
INVESTMENT OBJECTIVE
The Company aims to achieve long-term capital
appreciation and generate income for Shareholders.
CONTINUATION DATE
The Articles of Association (the 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
2030 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 secondary 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, so there
may not be available buyers and the shares may be
valued at a discount to NAV per share.
The Broker 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 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
high-pressure 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: actionfraud.police.uk
FCA
Telephone: 0800 111 6768 (freephone)
Website: fca.org.uk/scamsmart
Maven Income and Growth VCT 3 PLC I 03 Maven Income and Growth VCT 3 PLC I 03
Corporate Summary 02
Financial Highlights 04
Your Board 07
Chairman’s Statement 09
Business Report 14
Portfolio Analysis 21
Investment Manager’s Review 22
Largest Investments by Valuation 33
Investment Portfolio Summary 39
Directors’ Report 43
Directors’ Remuneration Report 50
Statement of Corporate Governance 54
Statement of Directors’ Responsibilities 60
Report of the Audit & Risk Committee 61
Independent Auditor’s Report to the Members
of Maven Income and Growth VCT 3 PLC 64
Income Statement 71
Statement of Changes in Equity 72
Balance Sheet 73
Cash Flow Statement 74
Notes to the Financial Statements 75
Notice of Annual General Meeting 91
Explanatory Notes to the
Notice of Annual General Meeting 97
Glossary 99
Your Notes 102
Contact Information 103
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE REPORT
ANNUAL GENERAL MEETING &
ADDITIONAL INFORMATION
01
03
02
04
IN THIS REPORT
04 I Maven Income and Growth VCT 3 PLC
AS AT 30 NOVEMBER 2024
NAV Total Return Performance
1
*
Proposed final dividend
per Ordinary Share
2.15p
Dividends paid to date*
per Ordinary Share
100.72p
Net asset value
(NAV)
£62.15m
NAV
per Ordinary Share
51.31p
NAV total return
1
*
per Ordinary Share
152.03p
Annual yield
2
*
6.00%
The above chart shows the NAV total return per Ordinary Share as at the end of November 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 HIGHLIGHTS
130 135 140 145 150 155
(p)
2020
2021
2022
2023
2024
144.44p
152.97p
152.49p
150.05p
152.03p
Maven Income and Growth VCT 3 PLC I 05
30 November
2024
30 November
2023
30 November
2022
NAV £62,146,000 £59,337,000 £59,943,000
NAV per Ordinary Share 51.31p 52.48p 57.32p
Dividends paid or proposed per Ordinary Share
for the year
3.15p 2.65p 3.15p
Dividends paid per Ordinary Share to date* 100.72p 97.57p 95.1 7p
NAV total return per Ordinary Share
1
* 152.03p 150.05p 152.49p
Share price
3
50.00p 50.00p 53.00p
Discount to NAV* 2.55% 4.73% 7.54%
Annual yield
2
* 6.00% 4.62% 5.04%
Ongoing charges ratio (OCR)* 3.13% 3.25% 3.07%
Ordinary Shares in issue 121,129,618 113,070,327 104,569,876
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 enhanced dividend policy outlined on page 11 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.
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 99 to 101 of this
Annual Report. The principal Key Performance Indicators (KPIs) are highlighted in the Business Report on pages 16 and 17.
FINANCIAL HISTORY
DIVIDENDS
Year ended 30 November
Payment
date
Interim/
final
Payment
(p)
Annual
payment (p)
Annual
yield (%)
2
2003 - 2019 86.17
2020 28 August 2020 Interim 2.00
16 April 2021 Final 1.00 3.00 5.01
2021 10 September 2021 Interim 1.25
11 March 2022 Second interim 2.00
26 April 2022 Final 1.50 4.75 8.44
2022 26 August 2022 Interim 1.25
26 April 2023 Final 1.90 3.15 5.04
2023 25 August 2023 Interim 0.50
3 May 2024 Final 2.15 2.65 4.62
2024 6 September 2024 Interim 1.00
Total dividends paid since inception 100.72
2024 9 May 2025 Proposed final 2.15 3.15 6.00
Total dividends paid or proposed
since inception
102.87
06 I Maven Income and Growth VCT 3 PLC
SUMMARY OF INVESTMENT CHANGES
FOR THE YEAR ENDED 30 NOVEMBER 2024
Valuation
30 November 2023
Net investment/
(disinvestment)
Appreciation/
(depreciation)
Valuation
30 November 2024
Portfolio £’000 % £’000 £’000 £’000 %
Unlisted investments
1
Equities 31,703 53.4 (1,806) 3,298 33,195 53.4
Loan stock 7,930 13.4 (225) (313) 7,393 11.9
39,633 66.8 (2,031) 2,986 40,588 65.3
AIM investments
2
Equities 1,284 2.2 (77) (182) 1,025 1.6
Other investments
3
OEICs 2,027 3.4 (19) (13) 1,995 3.2
MMFs 8,000 13.5 (2,500) - 5,500 8.9
Investment trusts 4,881 8.2 - 352 5,233 8.4
Total investments 55,825 94.1 (4,627) 3,143 54,341 87.4
Cash 3,117 5.2 4,469 - 7,586 12.2
Other net assets 395 0.7 (176) - 219 0.4
Net assets 59,337 100.0 (334) 3,143 62,146 100.0
1
These movements include the delisting during the year of C4X Discovery Holdings PLC and Crossword Cybersecurity PLC from
the Alternative Investment Market (AIM) to unlisted equity holdings.
2
Shares traded on AIM and the Main Market of the London Stock Exchange.
3
These holdings represent the treasury management portfolio, which has been constructed from a range of carefully selected,
permitted non-qualifying holdings in investment trusts, open-ended investment companies (OEICs) and money market funds
(MMFs).
Maven Income and Growth VCT 3 PLC I 07
YOUR BOARD
Relevant experience and other directorships: David is a legally qualified corporate finance practitioner with significant
experience in equity investment, M&A, VCTs and AIM. He is currently an executive director of Aridhia Informatics
Limited, a private equity backed technology company. Prior to this, David was a partner with Biggart Baillie LLP,
Brodies LLP, and Davidson Chalmers Stewart LLP.
Length of service: A Director since 1 March 2017 and Chair of the Remuneration Committee since 26 October 2017.
Re-elected to the Board: 2 May 2024.
Committee Member: Audit & Risk, Management Engagement, Nomination and Remuneration (Chair).
Employment by the Manager: None.
Shared directorships with other Directors: None.
Shareholding in the Company: 62,280 Ordinary Shares.
The Board of Directors (the Board) is responsible for setting and monitoring the Company’s strategy, supervising the
management of Maven Income and Growth VCT 3 PLC and looking after the interests of its Shareholders. The Board
consists of four 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.
DAVID ALLAN
Independent Non-executive Director
Relevant experience and other directorships: Keith is a Fellow of the Institute of Chartered Accountants of England
and Wales. He is a partner at Alantra Corporate Finance, formerly Catalyst Corporate Finance, which he founded
in 1998 along with two others and where he leads the industrials sector team in the UK. For over twenty years
he played a major role in the growth of Catalyst and in September 2017 the business was sold to Alantra Group,
the Spanish listed mid-market investment bank. Prior to establishing Catalyst, Keith spent thirteen years at the
predecessor firms of PwC and Deloitte, including a three-year period in the Far East, operating out of Hong Kong.
Length of service: A Director since 15 April 2015, Chair of the Management Engagement Committee since 13 April
2016, and Chairman of the Board and Chair of the Nomination Committee since 2 May 2024.
Re-elected to the Board: 2 May 2024.
Committee Member: Audit & Risk, Management Engagement (Chair), Nomination (Chair) and Remuneration.
Employment by the Manager: None.
Shared directorships with other Directors: None.
Shareholding in the Company: 242,386 Ordinary Shares.
KEITH PICKERING
Chairman and Independent Non-executive Director
08 I Maven Income and Growth VCT 3 PLC
Relevant experience and other directorships: Bill is managing partner of Maven Capital Partners UK LLP (Maven)
and has over 40 years’ 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, 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 4 PLC.
Length of service: An alternate Director since 1 November 2005; appointed as Director on 10 July 2008.
Re-elected to the Board: 2 May 2024.
Committee Member: Nomination.
Employment by the Manager: Since 2009; with Aberdeen from 1999 to 2009.
Shared directorships with other Directors: None.
Shareholding in the Company: 1,416,989 Ordinary Shares. (Shareholding at 30 November 2024 was 1,124,650
Ordinary Shares, with a further 292,339 Ordinary Shares allotted on 19 February 2025).
BILL NIXON
Non-executive Director
Relevant experience and other directorships: David has over thirty five years’ experience working for major banks,
a care home group, a specialist transport consultancy, private equity houses and advising entrepreneurs. He has
served on, led and advised boards ranging from start up to £120 million turnover in the care, aviation, software
and agriculture sectors. David is currently a non-executive director of Astuta Limited, a buy and build software
business specialising in regulatory technology. He also provides finance, strategy and related advisory services to
a portfolio of SME clients. David has an MBA, a Diploma in Marketing from the Chartered Institute of Marketing,
a Master’s Degree in Transport Economics and a Bachelor’s Degree in Business Studies and Economics.
Length of service: A Director since 1 February 2024 and Chair of Audit & Risk Committee since 2 May 2024.
Elected to the Board: 2 May 2024.
Committee Member: Audit & Risk (Chair), Management Engagement, Nomination and Remuneration.
Employment by Manager: None.
Shared directorships with other Directors: None.
Shareholding in the Company: 29,638 Ordinary Shares.
DAVID PRISEMAN
Independent Non-executive Director
Maven Income and Growth VCT 3 PLC I 09
CHAIRMAN’S STATEMENT
Introduction
On behalf of your Board, I am pleased to present the Annual Report for the first
time as Chairman. The financial year to 30 November 2024 has been a period of
positive progress for your Company. In particular, this has been your Company’s
most successful year for realisations since the change to the VCT rules in 2015,
validating the underlying investment strategy and its ability to deliver growth in
Shareholder value. More specifically, your Company completed seven profitable
private company exits, several of which achieved strategic premiums that were
ahead of the relevant investee company carrying value at 30 November 2023,
and which have been a key component to the increase in NAV total return. The
Board recognises the importance of regular tax free Shareholder distributions and,
given the maturity and diversity now evident in the portfolio, has resolved to
increase the annual dividend target from 5% to 6% of NAV per Ordinary Share at
the immediately preceding year end. In line with this new target, a final dividend
of 2.15p per Ordinary Share has been proposed for payment in May 2025, taking
the dividend yield for the year to 6%.
Portfolio Review
The past few years have been challenging for the UK economy, where ongoing
political instability and a succession of economic shocks have dampened growth
prospects and impacted business and consumer confidence. However, your Company
has delivered a resilient performance during this period, reflecting the consistent
application of the investment strategy, which has the core objective of building a
large and broadly based portfolio of private companies with high growth potential
that operate across a diverse range of sectors with limited exposure to discretionary
spending, and where revenues are not directly dependent on consumer expenditure.
More recently, and notwithstanding the ongoing geopolitical unrest, 2024 has seen
a gradual return to a more benign economic position. Inflation is now broadly back
within the target range and further interest rate cuts are expected during 2025,
although the wider impact on business confidence of the October 2024 Budget
remains to be seen.
Your Company’s portfolio has increased steadily in size and scale, and now includes
88 growth focused private and AIM quoted companies providing access to a wide
range of dynamic and emerging sectors such as cyber security, healthtech, software,
regtech and specialist manufacturing.
During the second half of the financial year, five profitable exits completed, including
three sales to US private equity buyers. In June 2024, the sale of the residual holding
in cyber security specialist Quorum Cyber completed, resulting in a total overall return
of 8.2x cost across two separate exit events. The partial sale of digital archiving
specialist MirrorWeb completed in August generating a total return of 3.4x cost,
comprising an initial cash return and a retained equity stake in the enlarged business,
MirrorWeb Holdings LLC. In early September the partial exit from regtech specialist
Novatus Global also completed generating a total return of 4.7x cost which, again,
consisted of a mix of cash alongside a retained equity stake in the existing business.
In September, specialist electronics contract manufacturer CB Technology and digital
payments software provider QikServe were both sold in all cash transactions to trade
acquirers, generating total returns of 2.8x cost and 1.3x cost respectively. In the first
half of the financial year, also in all cash transactions, the exit from Glacier Energy
Services completed, generating a total return of 1.05x cost, and the exit from graduate
recruitment specialist GradTouch completed, generating a total return of 1.5x cost.
HIGHLIGHTS
NAV total return at the
year end of 152.03p
per Ordinary Share
(2023: 150.05p)
NAV at the year end of
51.31p per Ordinary
Share (2023: 52.48p)
Seven profitable
private company
realisations completed,
generating total returns
of up to 8.2x cost
and cash proceeds
of £8 million
Annual dividend
target increased to
6% of NAV per
Ordinary Share
Final dividend of
2.15p per Ordinary
Share proposed for
payment in May 2025
Over £5.8 million
deployed in new and
follow-on investments
Offer for Subscription
closed in April 2024,
raising a total of
£5.3 million
New Offer for
Subscription launched
in September 2024
10 I Maven Income and Growth VCT 3 PLC
The partial exit from Quorum Cyber in 2021 was the first transaction where the Manager negotiated a sale that
consisted of an initial cash return together with a retained equity stake in the business, which allowed your Company
to participate in its future growth in value. Where an investee company is performing strongly and achieving scale,
and a large secondary funding round will help it to further accelerate growth, the ability to achieve a partial exit,
generating a healthy initial cash return alongside a retained equity stake in the enlarged business, is a model the
Manager is keen to replicate, and has done so with the partial exits from MirrorWeb and Novatus Global. In both
cases, these businesses made rapid commercial progress post your Company’s investment and attracted the attention
of separate international investors that provided substantial new capital to expedite expansion plan. This enabled your
Company to achieve a good initial cash return whilst retaining a minority equity interest, which has the potential to
deliver a further return.
In addition to the strong level of exits, it is pleasing to report that there has been further growth and development
across the portfolio during the financial year, with £2 million invested into seven new private companies, adding
further sectoral diversification. In addition, £3.7 million was provided in follow-on funding to support 19 existing
businesses, alongside the completion of three small AIM transactions.
The majority of companies in the private equity portfolio continue to deliver revenue growth and achieve their
strategic objectives which, in certain cases, has resulted in uplifts to valuations. Conversely, there are a small
number of companies that are performing behind plan, or have ceased to trade, which has resulted in protective
provisions being taken against specific holdings. Shareholders will find further details of the key developments
across the portfolio in the Investment Manager’s Review on pages 22 to 32 of this Annual Report.
Consistent with your Company’s long term growth objective, and with the “sunset clause” for VCT and EIS schemes
now extended until 2035, in late September 2024 the Board was pleased to launch a new Offer for Subscription,
alongside Offers by the other Maven managed VCTs. Your Company has a target raise of £10 million, including an
over-allotment facility of up £5 million and, as at the date of this Annual Report, £6.5 million has been raised. The
Offers close to new applications on 4 April 2025 for the 2024/25 tax year and 25 April 2025 for the 2025/26 tax
year, unless fully subscribed ahead of these dates. Further information about the Maven VCT Offers, including the
Prospectus and Application Form, can be found at: mavencp.com/vctoffer.
Valuation Methodology
Consistent with industry best practice, the Board and the Manager continue to apply the International Private
Equity and Venture Capital Valuation (IPEV) Guidelines as the central methodology for all private company
valuations. The IPEV Guidelines are the prevailing framework for fair value assessment in the private equity and
venture capital industry, and the most recent update (December 2022) incorporates the special guidance, issued
post COVID-19 and the Ukraine war, which expands on the concept of, and impact on, valuations of distressed
markets, as well as looking at ESG factors as part of the valuation methodology. In accordance with normal market
practice, investments quoted on AIM, or another recognised stock exchange, are valued at their closing bid price
at the period end. Further details on your Company’s approach to valuing portfolio companies can be found in
the Business Report on page 17 of this Annual Report and in Note 1 to the Financial Statements on page 75. The
principal Key Performance Indicators (KPIs) are outlined in the Business Report on pages 16 and 17 and a summary
of the Alternative Performance Measures (APMs) is included in the Financial Highlights on page 4, with definitions of
terms contained in the Glossary on pages 99 to 101.
Treasury Management Strategy
During the year, your Company has maintained a proactive approach to treasury management, by building a
diversified portfolio of high yielding securities where the objective remains to optimise the income from cash
reserves held prior to investment in VCT qualifying companies. Your Company has, for several years, held
a focused portfolio of permitted, non-qualifying holdings in carefully selected investment trusts with strong
fundamentals and attractive income characteristics, with the remaining cash held on deposit across several UK
banks. This approach has also ensured ongoing compliance with VCT legislation, which states that not less than
70% of a VCT’s income must be derived from shares or securities.
The rapid rise in interest rates during 2023 resulted in a significant increase in the level of interest income generated
from the uninvested cash held on deposit and required the Board and the Manager to revise its approach to treasury
management. After conducting a detailed whole of market review, a broadly based portfolio of listed securities
was constructed including holdings in MMFs and OEICs, alongside carefully selected London Stock Exchange listed
investment trusts diversified across private equity, infrastructure and other classes, with the remaining cash held
on deposit with several UK banks to minimise counterparty risk. This strategy has ensured ongoing compliance
with the Nature of Income condition and also provides your Company with a significant new stream of income that
currently generates a blended annualised yield of 4.2% across the treasury management portfolio and uninvested cash.
Maven Income and Growth VCT 3 PLC I 11
It is worthwhile highlighting that this is a dynamic portfolio, which will vary in size depending on your Company’s
rate of investment, investee company realisations and overall liquidity levels. Full details of the holdings in this
portfolio can be found in the Investment Portfolio Summary on pages 39 to 42 of this Annual Report.
Enhanced Dividend Policy
Your Board recognises the importance to Shareholders of regular tax free distributions and, given the maturity
and diversity now evident in the portfolio, has elected to improve the dividend policy. From the year ended 30
November 2024, your Company has increased its target annual dividend from 5% to 6% of the NAV per Ordinary
Share at the immediately preceding year end.
Shareholders should be aware that this remains a target and that 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. As the
portfolio continues to expand and the proportion of younger companies with high growth potential increases, the
timing of distributions will be more closely linked to realisation activity, whilst also reflecting the requirement to
maintain the VCT qualifying level.
Proposed Final Dividend
In line with the enhanced dividend policy, the Directors are pleased to propose that a final dividend of 2.15p per
Ordinary Share, in respect of the year ended 30 November 2024, be paid on 9 May 2025 to Shareholders who are
on the register at 28 March 2025. This will bring the annual dividend to 3.15p per Ordinary Share, representing a yield
of 6% based on the NAV per Ordinary Share at the immediately preceding year end. Since the Company’s launch,
and after receipt of the proposed final dividend, a total of 102.87p per Ordinary Share will have been paid in tax free
distributions. It should be noted that payment of a dividend reduces the NAV of the Company by the total amount of
the distribution.
The Board wishes to take this opportunity to remind Shareholders that it is their responsibility to ensure that the
Company’s Registrar (The City Partnership) has correct contact and bank account details to allow for the timely
payment of dividends. Dividend tax vouchers are available to download from the Registrar’s investor hub at:
maven-cp.cityhub.uk.com, with hard copies being posted to those Shareholders who have not opted to receive
communications from the Company electronically.
Dividend Investment Scheme (DIS)
Your Company operates a DIS, through which Shareholders can, at any time, elect to have their dividend payments
utilised to subscribe for new Ordinary Shares issued under the standing authority requested from Shareholders at
Annual General Meetings. Ordinary Shares issued under the DIS are free from dealing costs and should benefit
from the tax reliefs available on new Ordinary Shares issued by a VCT in the tax year in which they are allotted,
subject to an individual Shareholder’s particular circumstances.
Shareholders can elect to participate in the DIS in respect of future dividends, by completing a DIS mandate form
and returning it to The City Partnership. In order for the DIS to apply to the 2024 final dividend, the mandate
form must be received by the Registrar before 11 April 2025, this being the relevant dividend election date. The
mandate form, terms & conditions and full details of the scheme (including tax considerations) are available on the
Company’s webpage at: mavencp.com/migvct3. Election to participate in the DIS can also be made through the
Registrar’s online investor hub at: maven-cp.cityhub.uk.com/login.
If a Shareholder is in any doubt about the merits of participating in the DIS, or their own tax status, they should
seek advice from a suitably qualified adviser.
Fund Raising and Offer for Subscription
In April 2024, your Company closed the Offer for Subscription that was launched in October 2023 having raised a
total of £5.3 million. Details regarding the new Ordinary Shares issued in relation to this offer can be found in Note
12 to the Financial Statements on page 84 of this Annual Report.
On 27 September 2024, a new Offer for Subscription was launched, alongside Offers by the other Maven managed
VCTs, accepting applications for the 2024/25 and 2025/26 tax years. Your Company has a target raise of £10 million
including an over-allotment facility of up to £5 million. The Offers will remain open until 25 April 2025, unless fully
subscribed ahead of this date, and further details can be found at: mavencp.com/vctoffer. As at the date of this
Annual Report your Company had raised a total of £6.5 million.
12 I Maven Income and Growth VCT 3 PLC
Consistent with the objective of making regular allotments of new Ordinary Shares, the first allotment for the
2024/25 tax year completed on 18 December 2024, with a further allotment taking place on 19 February 2025.
Applications for the 2024/25 tax year will close on 4 April 2025, unless fully subscribed ahead of this date, with an
allotment expected to complete that day. Applications for the 2025/26 tax year will close on 25 April 2025, unless
fully subscribed ahead of this date, with an allotment completing shortly thereafter.
The Directors are confident that Maven’s regionally based team of investment executives has the capability to
continue to source attractive investment opportunities in VCT qualifying companies across a range of sectors, and
that the additional liquidity provided by this fundraising will facilitate further expansion and development of the
portfolio in line with the investment strategy. In addition, the funds raised will allow your Company to maintain its
active share buy-back policy, whilst also spreading costs over a wider asset base, with the objective of maintaining
a competitive OCR for the benefit of all Shareholders.
Share Buy-backs
The Directors acknowledge the need to maintain an orderly market in the Company’s shares and have delegated
authority to the Manager to enable the Company to buy back its own shares in the secondary market for cancellation,
or to be held in treasury, subject always to such transactions being in the best interests of Shareholders.
It is intended that the Company will seek to buy back shares with a view to maintaining a share price that is at a
discount of approximately 5% to the latest published NAV per Ordinary Share. Any purchase of the Company’s own
shares will be subject to various factors, including market conditions, available liquidity and the maintenance of the
VCT qualifying status. It should, however, be noted that buy backs are prohibited whilst the Company is in a closed
period, which is the time from the end of a reporting period until either the announcement of the relevant results
or the release of an unaudited NAV. Additionally, a closed period may be introduced if the Directors and Manager
are in possession of price sensitive information.
Shareholders should note that neither the Company nor the Manager can execute a transaction in the Company’s
shares. Any instruction by a Shareholder to buy or sell shares on the secondary market must be directed through
a stockbroker of their choice. To discuss a transaction, the Shareholder’s broker should contact the Company’s
stockbroker, Shore Capital Stockbrokers, on 020 7647 8132.
VCT Regulatory Developments
During the year, there were no further amendments to the rules governing VCTs and your Company remains fully
compliant with the complex conditions and requirements of the scheme.
On 3 September 2024, HM Treasury approved the regulations required to extend the “sunset clause” for VCT and
EIS schemes until 2035. This provides greater certainty to Shareholders, as well as SMEs seeking growth capital,
that VCTs will remain a central component of the UK’s funding infrastructure. Furthermore, and as expected, the
new Government’s first Budget Statement in October 2024 did not introduce changes to tax reliefs for VCT and
EIS schemes. As part of the growth agenda, the Chancellor confirmed that the Government would continue to
work with entrepreneurs and venture capital firms to support investment to grow the UK economy by ensuring
that policies provide a positive environment for entrepreneurship. The Venture Capital Trust Association (VCTA),
of which the Manager is a founding member, and the Association of Investment Companies (AIC), of which
the Company is a member, will continue to work with HM Treasury to build on this positive relationship, which
recognises the importance of VCTs in supporting Britain’s brightest entrepreneurs and creating regional employment
opportunities.
The October 2024 Budget did, however, introduce a widely expected change to the tax regime for AIM quoted
shares with the announcement that, with effect from 6 April 2026, business relief, which applies to shares that do
not trade on recognised stock exchanges such as AIM and AQSE, will be reduced to 50%, rather than the current
100%. As Shareholders will be aware, the performance of AIM over the past few years has been disappointing
with depressed valuations and limited high quality new investment opportunities. Against this backdrop, the value
of your Company’s AIM portfolio has gradually declined and as at 30 November 2024 accounted for less than 2%
of NAV. Throughout the year, your Company has maintained a cautious approach to AIM and has only completed
three small AIM investments, two of which were follow-ons. Whilst the Board and Manager recognise the beneficial
liquidity characteristics of listed shares, it is not anticipated that there will be a significant increase in the number
of new AIM investments. In addition, it is also likely that certain legacy AIM holdings will be liquidated where,
based on operational performance and market dynamics, there is limited expectation of a near term share price
recovery or M&A activity.
Maven Income and Growth VCT 3 PLC I 13
Environmental, Social and Governance (ESG) Considerations
Whilst your Company’s investment policy does not incorporate specific ESG objectives, the Board and the Manager
recognise the importance of considering and understanding ESG matters as an integral part of the investment
process. Maven has established an ESG and Responsible Investment Policy which ensures that all related ESG risks
and opportunities are identified during pre-investment due diligence, and can be carefully considered as part of the
investment process. Maven’s ESG framework for companies post investment then provides a structure for regular
engagement with the Manager, which ensures that ESG metrics can be monitored annually throughout the period
of investment.
In addition, Maven has an ESG steering group, which comprises members from all areas of the business, bringing
a diverse range of skills, experience and perspective. The core objective is to develop and embed effective ESG
principles throughout Maven’s business. The scope of the steering group includes setting the strategy for the
collation and assessment of ESG data, consideration of regulatory reporting requirements, promoting ESG aims
amongst Maven employees and portfolio companies, and oversight of reporting to stakeholders.
The Manager continues to be an active member of the United Nations Principles of Responsible Investment, and
submitted its first public report in July 2024. This allows Maven to re-establish its commitment to include ESG as
an integral part of the investment process. Over the past year, the Manager has become increasingly involved with
social initiatives that focus on diversity. Maven has supported schemes such as Future Asset, the Investing in Women
Code, Lifted Project and the 10,000 Interns Foundation, as it considers the early introduction of females and ethnic
minorities to the investment sector as crucial to reducing the disparities that still exist. During the year, Maven also
launched a Female Founder Workshop programme that has increased introductions to female led businesses.
Annual General Meeting (AGM)
The 2025 AGM will be held on 1 May 2025 in Maven’s London office, which is located at 6
th
Floor, Saddlers
House, 44 Gutter Lane, London, EC2V 6BR. The AGM will commence at 11:30am and the Notice of Annual
General Meeting can be found on pages 91 to 96 of this Annual Report.
The Future
In the year ahead, the focus of your Board and the Manager will remain on further expanding the portfolio across
multiple growth sectors, sourced through Maven’s regional network of deal executives, whilst progressing exit
opportunities to help maintain a programme of regular Shareholder distributions to deliver further growth in
Shareholder value.
Keith Pickering
Chairman
18 March 2025
14 I Maven Income and Growth VCT 3 PLC
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
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 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 Board has no intention of approving any borrowing at this time.
Principal and Emerging Risks
The Board and the Audit & Risk Committee have an ongoing process for identifying, evaluating and monitoring the
principal and emerging risks facing the Company. The risk register and risk dashboard form key parts of the
Company’s risk management framework and are used to carry out a robust assessment of the risks, including a
significant focus on the controls in place to mitigate them.
The current principal and emerging risks facing the Company are considered to be as follows:
Principal risk Root cause Control measures
Investment risk • Majority of investments are
in small and medium sized
unquoted UK companies and AIM
quoted companies, which carry
a higher level of risk and lower
liquidity relative to investments
in large quoted companies.
• The Company appoints an
FCA authorised investment
manager with the appropriate
skills, experience and resources
required to achieve the
Investment Objective.
• The Board ensures that a
robust and structured selection,
monitoring and realisation
process is applied by the Manager
to all investments, and regularly
reviews the investment portfolio
with the Manager.
• The Company‘s investment
portfolio is diversified across a
large number of companies and
a range of economic sectors.
BUSINESS REPORT
Maven Income and Growth VCT 3 PLC I 15
Principal risk Root cause Control measures
Operational risk • Failure of a significant outsourcer
to perform duties and
responsibilities in accordance
with service level agreements.
• All outsourcers are selected
following the completion of
appropriate due diligence, with
the Manager carrying out an
annual review of key outsourcers.
• The Manager and Custodian are
FCA authorised and subject to
FCA Rules requiring the
maintenance of adequate
financial resources, including
enabling an orderly wind-down.
IT and cyber security risk • Heightened cyber security risk
and potential IT failure, which
could cause a third party to
fail to perform its duties and
responsibilities or experience
financial difficulties such that it
is unable to carry on trading and
cannot provide services to the
Company.
• The Board reviews control
and compliance reports from
the Manager, which includes
oversight of third party cyber
security arrangements, to
ensure these adequately address
systems and data security risks.
• The Manager validates the ability
of third parties to operate an
effective business continuity
plan (BCP) and reports on this to
the Board.
VCT qualifying status risk • Failure to meet VCT qualifying
status could result in
Shareholders losing the income
tax relief obtained on initial
investment and loss of tax relief
on any tax free income or capital
gains received. Failure to meet
the qualifying requirement could
result in a loss of listing of the
Company’s shares.
• The Board works closely with the
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 • Breaches of regulations
including, but not limited to, the
Companies Act 2006, the FCA
Listing Rules, the FCA Disclosure
Guidance and Transparency
Rules, the General Data
Protection Regulation (GDPR), or
the Alternative Investment Fund
Managers Directive (AIFMD) by
the Company could lead to a
number of detrimental outcomes
and reputational damage.
• The Board strives to maintain
a good understanding of the
changing regulatory agenda and
considers emerging issues so
that appropriate changes can be
developed and implemented in
good time.
• The Board and the Manager
continue to make representations
where appropriate, either directly
or through relevant industry
bodies such as the AIC, the
British Private Equity and Venture
Capital Association (BVCA)
and the Venture Capital Trust
Association (VCTA) in relation to
any changes in legislation.
16 I Maven Income and Growth VCT 3 PLC
Emerging risk Root cause Control measures
Global conflict and
political instability
• Escalating global conflict and
political instability resulting
in the potential for escalating
prices, disruption to supply
chains and general market
uncertainty.
• Maven works closely with all
portfolio companies to identify,
and support, the management
of any challenges resulting from
global conflict and political
instability.
• This activity is reported to,
and reviewed by, the Board at
each quarterly meeting, or as
otherwise required, and, whilst it
cannot be obviated entirely, the
Company’s investment portfolio
is diversified across a large
number of investee companies
and a range of economic sectors.
In addition, an explanation of certain economic and financial risks and how they are managed can be found in
Note 16 to the Financial Statements on pages 87 to 90 of this Annual Report.
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, 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 30 November 2024
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 breadth and
depth 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 39 to 42 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 charts on page 21 show the
profile of the portfolio by industry sector and demonstrate the broadly spread end market exposure and provide
insight into the age of investments within the portfolio. The level of qualifying investments is monitored continually
by the Manager and reported to the Audit & Risk Committee quarterly, or as otherwise required.
Key Performance Indicators (KPIs)
During the year, the net return on ordinary activities before taxation was £2,488,000 (2023: a loss of £2,815,000),
the gain on investments was £3,143,000 (2023: loss of £1,985,000) and earnings per share were 2.08p (2023: 2.51p
loss). The Directors also use a number of Alternative Performance Measures (APMs) in order to assess the Company’s
success in achieving its objectives, and these also enable Shareholders and prospective investors to gain an
understanding of its business. The APMs are shown in the Financial Highlights on pages 4 and 5 and are defined in
the Glossary on pages 99 to 101.
In addition, the Board considers the following to be KPIs:
• NAV total return;
• annual yield;
• share price discount to NAV;
• investment income; and
• OCR.
Maven Income and Growth VCT 3 PLC I 17
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 the sum of dividends paid to date. The annual yield is the total dividends paid
for the financial year, expressed as a percentage of the NAV per Ordinary Share at the immediately preceding year
end. During the year, the Directors revised the Company’s dividend policy and will now target a dividend that
provides a yield of 6% of the NAV per share at the immediately preceding year end, subject to always complying
with the VCT rules, and taking into consideration 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 share price of an investment is lower than the NAV per share. Share price total return is
the percentage movement in the share price over a period of time, including any re-invested dividends paid over
that timeframe. The OCR is a measure of the total cost to an investor and is the total recurring annual expenses of
the Company, including management fees, but excluding performance fees, charged to the capital reserve, expressed
as a percentage of the average net assets attributable to Shareholders. The Company’s OCR for the year ended
30 November 2024 was 3.13% (2023: 3.25%) and is detailed in Note 4 to the Financial Statements on page 77.
A historical record of these measures is shown in the Financial Highlights on pages 4 and 5. The change in the
profile of the portfolio is reflected in the Summary of Investment Changes on page 6. The Board also reviews the
Company’s investment income and operational expenses on a quarterly basis, as the Directors consider that both
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 77.
There is no market standard VCT index against which to compare the performance of the Company. However, for
reporting to the Board and Shareholders, the Manager uses comparisons with the most appropriate index, being the
FTSE AIM All-Share Index, and the graph on page 51 of this Annual Report compares the Company’s performance
against that Index. The Directors also consider non-financial performance measures such as the flow of investment
proposals.
In addition, the Directors consider economic, regulatory and political trends and factors that may impact on the
Company’s future development and performance.
Valuation Process
Investments held by Maven Income and Growth VCT 3 PLC in unquoted companies are valued in accordance with
the IPEV Guidelines, being the prevailing framework for fair value assessment in the private equity and venture
capital industry. The guidelines were updated in December 2022 and incorporate the special guidance issued post
COVID-19 and following the invasion of Ukraine, and expand on the concept of and impact on valuations of
distressed markets, as well as looking at how ESG factors impact valuations. The Directors and the Manager
continue to follow these industry guidelines and adhere to the IPEV Guidelines in all private company valuations.
Investments quoted or traded on a recognised stock exchange, including AIM, are valued at their closing bid price at
the year end.
Share Buy-backs
At the forthcoming AGM, the Board will seek the necessary Shareholder authority to continue to conduct share
buy-backs in accordance with the Company’s share buy-back policy as outlined on page 12.
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’s discussions
and decision making during the year.
18 I Maven Income and Growth VCT 3 PLC
This has been summarised in the table below:
Form of stakeholder engagement Influence on Board decision making
Shareholders
Shareholders are encouraged to
attend and vote at the AGM and
have the opportunity to ask
questions and engage with the
Directors and the Manager.
The Company reports formally to
Shareholders by publishing Annual
and Interim Reports. 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 London Stock Exchange
Announcements.
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. During the year
under review, after taking into account the interests of Shareholders
and strategies employed by the other VCTs in its peer group, the
Directors agreed an enhancement to the dividend policy and now target
an annual dividend of 6% of the NAV per Ordinary Share at the
immediately preceding year end. Further details regarding dividends for
the year under review can be found in the Chairman’s Statement on
page 11.
The Directors recognise the importance to Shareholders of the Company
maintaining an active share buy-back policy and considered this when
establishing the current programme. Further details can be found in
the Chairman’s Statement on page 12 and in the Directors’ Report on
page 47.
In making the decision to launch the current Offer for Subscription, the
Directors considered that it would be in the interest of Shareholders to
continue to grow the portfolio, completing investments across a diverse
range of sectors via both new and follow-on transactions. By growing
the Company, as certain costs are fixed, these costs are then spread
over a wider asset base, which helps to promote a competitive ongoing
charges 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 current Offers for Subscription can be
found in the Chairman’s Statement on pages 11 and 12.
For the year ending 30 November 2024, after considering the interests
of Shareholders and the strategies of other VCTs in its peer group, the
Directors agreed to introduce a cap on total expenses payable to
Maven, set at 3.5% per annum of the average NAV for the relevant
financial period. (2023: 3.8%).
The Secretary acts as a point of
contact for the Board and
communications received from
Shareholders are circulated to the
whole Board.
The Manager also publishes its
bi-annual newsletter and provides
regular portfolio updates by email.
ESG
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.
The Manager’s ESG assessment of investee companies focuses on their
impact on the environment as well as broader social themes, such as, the
companies’ approach to diversity and inclusion in the workplace and their
work with charities. Further details can be found in the Chairman’s
Statement on page 13, the Investment Manager’s Review on page 26, and
in the Statement of Corporate Governance on pages 58 and 59.
Maven Income and Growth VCT 3 PLC I 19
Form of stakeholder engagement Influence on Board decision making
Portfolio companies
At the quarterly Board Meetings, the
Manager reports to the Board on
the performance of portfolio
companies. The Directors challenge
the Manager on both portfolio
company performance and valuation
and, where they feel it is
appropriate, on the Manager’s
monitoring role.
The Manager communicates directly
with each private investee company,
normally through the Maven
representative who sits on the board
of the private investee company.
From time to time, the management
teams of investee companies give
presentations to the Board.
Through the Manager, the Directors encourage portfolio companies to
adopt best practice corporate governance, exercising voting rights where
required.
The Board is also mindful that, as the portfolio expands and the
proportion of early stage investment 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 in relation to valuations,
risk management and fundraising.
Meeting with the management teams of the private investee companies
gives the Board a better understanding of the investee business.
Manager
The Manager attends every Board
Meeting, presenting a detailed
portfolio analysis and reports on key
issues such as VCT compliance,
investment pipeline, utilisation of
any new monies raised, share
liquidity and peer group
performance.
The Board ensures that the Manager implements the investment
objective and strategy, in accordance with the terms of the
Management and Administration Deed, and in compliance with the VCT,
and other, regulations. On an annual basis, the Board conducts a review
of the Manager‘s performance and management fee, as part of its
decision to re-appoint the Manager.
Information provided by the Manager supports the Board’s policies
regarding dividends and share buy-backs and the decisions made on
fundraising.
The Board has an active treasury management policy that has the
objective of generating income from the cash held prior to investment
in VCT qualifying companies. As detailed in the Chairman’s Statement
on pages 10 and 11 and in the Investment Manager’s Report on page
26, during the year under review, several new permitted non-qualifying
investments were completed for treasury management purposes. After
conducting a detailed whole of market review, the composition of the
treasury management portfolio was refined to include holdings in MMFs
and OEICs, alongside listed investment trusts diversified across private
equity, infrastructure and other classes, with the remaining cash held on
deposit with a range of UK banks.
Registrar
Annual review meetings and control
reports.
Through review and discussion of reports from the Manager, the
Directors consider the performance of all third party service providers on
an annual basis, including ensuring compliance with GDPR.
Banks and Custodian
Regular statements and control
reports received, with all holdings
and balances reconciled.
Via review and discussion of reports from the Manager, the Directors
consider the performance of all third party service providers on an annual
basis, including oversight of securing the Company’s assets.
20 I Maven Income and Growth VCT 3 PLC
Employee, Environmental and Human Rights Policy
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 four male Directors and delegates responsibility for
diversity to the Nomination Committee, as explained in the Statement of Corporate Governance on page 57.
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 and further information
can be found in the Statement of Corporate Governance on page 59. The Manager has continued with its focus on
developing its ESG framework and oversight capabilities and further details can be found in the Chairman’s Statement
on page 13. The Manager oversees the collation of this information for the benefit of the Board, supports individual
companies to identify ESG risks and opportunities and, where potential improvements are identified, works jointly
with investee businesses to make positive changes.
In light of the nature of the Company’s business, there are no relevant human rights issues and, therefore, the
Company does not have a human rights policy.
Auditor
The Company’s Auditor is required to report if there are any material inconsistencies between the content of the
Strategic Report and the Financial Statements. The Independent Auditor’s Report can be found on pages 64 to 70.
Future Strategy
The Board and Manager intend to maintain the policies set out above for the year ending 30 November 2025, as it
is believed that these are in the best interests of Shareholders.
Approval
The Business Report, and the Strategic Report as a whole, was approved by the Board of Directors and signed on its
behalf by:
Keith Pickering
Director
18 March 2025
Maven Income and Growth VCT 3 PLC I 21
The chart below provides insight into the age of investments within the portfolio
2
. This analysis excludes cash
balances and treasury management holdings.
Age of investments by value
4
1
2
3
1. Less than 1 year - 6%
2. Between 1 and 3 years - 30%
3. Between 3 and 5 years - 28%
4. Greater than 5 years - 36%
1
The end market exposure within this sector is widely diversified including automotive, cyber security, data analytics, fintech
and regtech businesses.
2
The age of investments is determined by the date at which the Company first invested.
PORTFOLIO ANALYSIS
AS AT 30 NOVEMBER 2024
The chart below shows the profile of investee companies by industry sector, and demonstrates the broad
market exposure across the portfolio. This analysis excludes cash balances and treasury management holdings.
Sector analysis by value
4
5
6
1
2
3
1, Software & technology
1
- 45%
2. Business services - 18%
3. Learning & development/
recruitment technology - 11%
4. Industrials & engineering - 11%
5. Pharmaceuticals, biotechnology
& healthcare - 10%
6. Marketing & advertising
technology - 5%
22 I Maven Income and Growth VCT 3 PLC
INVESTMENT MANAGER’S REVIEW
During the reporting period, your Company has made encouraging progress in
line with its long term investment strategy and it is pleasing to report an uplift
in NAV total return. In the second half of the financial year there was a notable
improvement in the level of M&A activity across the market and, specifically, a
re-emergence of US private equity buyers, attracted to UK speciality technology
companies with market leading products, operating in high growth sectors. Against
this backdrop your Company completed seven profitable private company exits,
including four disposals which generated total return multiples of between 2.8x and
8.2x cost, with the partial realisation of Novatus Global achieving the highest sale
price to date for a single company in the private equity technology portfolio. This
level of exit activity demonstrates that your Company’s investment strategy and
sector focus is delivering tangible growth in Shareholder value, and is reflected in
the enhanced dividend policy.
Overview
A key feature of the reporting period was the increased level of M&A activity,
which resulted in the completion of seven profitable private company realisations.
Encouragingly, a number of these exits completed following a competitive sales
process where the Manager engaged with multiple interested parties, which were
willing to pay strategic premiums to acquire these market leading businesses.
Consistent with the Manager’s cautious approach to private company valuations,
several disposals completed at levels that were ahead of carrying value at 30
November 2023, which has helped to deliver the increase in NAV total return.
Whilst achieving profitable exits in order to maximise Shareholder returns and
distributions remains a key priority, this has to be balanced against selling a business
too early and before its value has been fully optimised. In cases such as MirrorWeb,
Novatus Global and Quorum Cyber, where a business is performing strongly and
has the potential to become a larger and more valuable asset, the Manager will seek
to maintain an equity interest when structuring an exit. This approach allows your
Company to generate a healthy initial cash return from a partial sale, to help support
the dividend programme, whilst retaining an ongoing interest in the business with the
potential for a further return.
In early June 2024, the final exit from cyber security specialist Quorum Cyber
completed. Your Company first invested in Quorum in 2020, backing an
experienced team that had established a leading position in a high growth market.
Following a period of rapid expansion, the investment was partially realised through
a sale to UK private equity house Livingbridge in December 2021, generating an
initial return of 6.5x cost over an 18 month holding period. This transaction provided
Quorum with additional capital to support the next phase of its strategic development
and, given the continued growth prospects, Maven negotiated a deal to maintain a
minority equity interest. The final exit from this investment was achieved through a
sale of the business to US private equity firm Charlesbank Capital Partners, taking the
total proceeds to 8.2x cost.
In August 2024, the partial sale of digital archiving specialist MirrorWeb completed.
Your Company first invested in MirrorWeb in 2020, supporting an ambitious
management team that had developed a disruptive software platform with significant
growth potential operating in a large addressable market. During the investment period,
the business delivered strong revenue growth and established a leading position in
the communications surveillance market, with a focus on the financial services sector
where the platform supports regulatory requirements in relation to data archiving.
HIGHLIGHTS
Seven profitable
private company exits
completed, including
several high value
sales to US strategic
buyers
Over £5.8 million
deployed across a
diverse range of new
and follow-on private
company investments
with three small AIM
transactions also
completing
Seven new private
companies added to
the portfolio, with two
further investments
completed post the
period end
Follow-on funding
provided to support
the growth and
development of 19
private portfolio
companies
Maven Income and Growth VCT 3 PLC I 23
In 2023, MirrorWeb successfully expanded into the US, which led to an unsolicited approach from a US private equity
buyer to acquire the company. A competitive exit process was initiated, with the sale to MainSail Partners completing
and generating a total return of 3.4x cost. This consideration comprised of an initial cash consideration and a retained
equity stake in the enlarged entity, MirrorWeb Holdings LLC, which enables your Company to maintain an economic
interest in the business with the potential to generate a further return.
In early September 2024, the partial sale of regtech specialist Novatus Global completed, achieving the highest
sale price to date from the private equity technology portfolio. Following the initial VCT investment in 2022,
Novatus made rapid commercial progress, capitalising on growth opportunities through its platform
En:ACT
, which
helps financial institutions to prevent and resolve regulatory and compliance issues. Over the past two years, the
business has achieved a 13-fold increase in annual recurring revenue (ARR), doubled headcount and successfully
expanded internationally opening an office in Australia. Earlier in the year, Novatus received an unsolicited
acquisition approach from US private equity firm Silversmith Capital Partners at a significant premium to carrying
value. The exit generated a total return of 4.7x cost, comprising cash and a retained equity stake in the existing
business that enables your Company to participate in the future growth of the business.
In May 2024, the exit from graduate recruitment specialist GradTouch completed, with a sale to a UK private
equity house that generated a total return of 1.5x cost, inclusive of a small deferred element. Specialist electronics
contract manufacturer CB Technology was one of the more mature holdings in the portfolio and, following a
period of strong trading performance, an exit process was initiated in 2023. An offer to acquire the business was
subsequently received from a trade buyer, with the exit completing in early September 2024 and generating a
total return of 2.8x cost. The exit from digital payment software provider QikServe also completed in September
2024, generating an initial cash return of 1.3x cost with further contingent proceeds, which could take the total
return up to 1.8x cost over the next two years. In addition, the exit from Glacier Energy Services completed in
December 2023, generating a total return of 1.05x cost.
During the year, seven private companies were added to the portfolio, and a further two completed post the period
end. Maven’s regionally based team of investment executives continues to see good levels of demand for growth
capital from ambitious businesses across the UK, which highlights the benefits of having an established local presence
and strong advisory network. Whilst numerous opportunities were evaluated during the period, the Manager has
maintained a selective approach to new investment and continues to focus on identifying entrepreneurial companies,
with proven management teams, that operate in disruptive or high growth markets and where there is an opportunity
to achieve significant scale over the medium term. Maven retains a strong preference for investing in companies
that have a growing presence in dynamic sectors such as software, cyber security, data analytics, healthtech, niche
manufacturing, and training, where growth is less sensitive to consumer or discretionary spending and revenue is
contracted or recurring in nature.
Maven maintains proactive working relationships with the management teams of all private investee companies and
through its appointed board representatives helps to shape strategy, deliver operational improvements and identify
and progress exit opportunities, which has proven to be particularly valuable this year. The Manager continues to
see good levels of organic growth and progression across the portfolio and, during the year, follow-on funding
was provided to support 19 private companies. In most cases, this was where investee companies were making
measurable commercial progress and required additional funding to expedite growth. For others, where progress
was behind plan, further funding can provide a bridge to profitability and exit. As part of the risk mitigation
strategy, an investment can also be structured in tranches subject to the achievement of agreed milestones. This
helps to ensure that progress is closely monitored and that the management team’s ambition and the company’s
performance remains aligned with institutional investor’s expectations. Maven also continues to invest selectively
alongside other VCT houses or equity partners, which enables your Company to support the growth of portfolio
companies as part of a syndicate of institutional investors.
Portfolio Developments
It is encouraging to report on the progress that has been achieved across the private equity portfolio, where most
companies have continued to meet the operational and financial targets set out in their business plans. Many
of the earlier stage growth companies are now establishing a strong position in their respective markets and in
recognition of this progress, the valuations of certain holdings have been uplifted. The summary below provides an
update on key developments across selected companies in the private equity portfolio.
24 I Maven Income and Growth VCT 3 PLC
Horizon Ceremonies continues to make encouraging commercial and strategic progress. The business currently
operates a portfolio of three established crematoria, located in areas that were historically underserved or where
the existing facility was outdated. As an operator of next generation crematoria, Horizon is building a strong
market reputation for providing a compassionate service to families within a modern setting, whilst also meeting
best practice environmental standards. Horizon is the first crematoria operator in the UK to undertake a full audit
of its ESG impacts, publishing its first ESG report in 2023 with the next report due in 2025. At the recent
Scottish
Funeral Awards
, The Hurlet facility, located in the suburbs of Glasgow, was named
Best Crematorium in Scotland
,
which is the fourth consecutive year that Horizon Ceremonies has received this award. Horizon continues to assess
new development sites and there are currently several planning applications at various stages of the approval
process. The team at Horizon will continue to progress discussions at the sites that provide the most attractive
development opportunities. The business is trading well, and the current portfolio provides a mature and well
established platform which, given the limited supply and barriers to entry in this market, and is expected to be
attractive to a wide range of private equity and trade acquirers at exit.
Education technology specialist Bright Network continues to grow its market position as a leading provider of
digital graduate recruitment services and, according to
The UK Graduate Careers Survey 2024
by
High Fliers
Research
, is now the most popular platform used by university graduates in the UK. During the year, the business
has focused on its core domestic market, and it is encouraging to note that its membership base now exceeds
1 million, up from 700,000 at the same point last year. Although financial performance this year has been
modestly impacted by ongoing uncertainty in the wider market, which has resulted in tighter graduate recruitment
budgets, Bright Network has maintained an active programme of student engagement to ensure that it remains
at the heart of the graduate recruitment market. The business continues to extend its partner network and
is engaged with over 300 key graduate employers including Amazon, Barclays, Deloitte, Linklaters, Network
Rail, Shell and TikTok. Bright Network maintains a focus on diversity and inclusion and is committed to serving
members from all backgrounds with over 70% of members being state educated, 54% female and 42% from first
generation university households.
In the two years post initial investment, contract software specialist Summize has consistently traded ahead of
budget, delivering an impressive 200% increase in ARR. Summize’s proprietary AI powered digital contracting
software simplifies and streamlines the process for writing, reviewing and renewing legal contracts and its ease
of integration with office applications such as Microsoft Word, Slack and DocuSign is key to the resultant rate
of uptake by clients. During the period, your Company provided follow-on funding to support the international
expansion strategy, which is focused on the US where the business opened an office in Autumn 2023. Summize
is making good progress in this new market and has already established an impressive client list, with a growing
pipeline of future opportunities. The management team are highly ambitious and the objective for the year ahead
is to continue to grow the client base and increase ARR both in the UK and US.
During the period under review, automotive ecommerce software specialist Rockar has continued to scale through
the onboarding of several new clients. Over recent years, consistent with the shift towards digitalisation across the
economy, Rockar has established a strong market position through its disruptive white label solution for buying
and selling cars online. Rockar’s platform can be tailored to suit clients’ needs and integrated within an existing
platform or website, thereby reducing the need for additional investment. The business continues to work with
high profile automotive manufacturers including BMW, Jaguar Land Rover, Toyota Motor Group and Volvo UK,
and has development work ongoing with several others. Rockar’s new operating platform,
Evolution
, is gaining
commercial traction and the focus for the year ahead is to maintain this growth momentum.
Since your Company first invested in 2022, specialist training software platform provider Bud Systems has
delivered a 70% increase in ARR, driven by growth in the number of partner organisations and registered learners.
Bud’s integrated platform provides an end-to-end solution for training providers, universities and colleges and
employers delivering apprenticeships, covering enrolment, training delivery, learner management and compliance
through one portal. A core benefit of the solution is that it streamlines processes and reduces administrative tasks,
whilst also ensuring ongoing compliance with specific funding requirements to minimise the risk of clawback. The
market outlook for Bud is encouraging, supported by the Government’s pledge in the October 2024 Budget to
invest £40 million as part of a more flexible Growth and Skills Levy to fund foundation apprenticeships in critical
sectors as well as shorter apprenticeships, all of which should help to accelerate demand for Bud’s platform and
support near term growth objectives.
Carbon reduction software specialist Manufacture 2030 has made encouraging progress this year, expanding its
presence in a high growth market that supports the global commitment by manufacturers and suppliers to reduce
carbon emissions. The business provides a disruptive software solution that allows companies to achieve Scope
3 carbon reduction targets by measuring, managing and reducing carbon emissions throughout the supply chain,
with the objective of helping large corporates and multinationals to meet the targets set out in the United Nations
Sustainable Development Goals. During the year, Manufacture 2030 signed up new blue chip clients from a range of
Maven Income and Growth VCT 3 PLC I 25
sectors including automotive manufacturers BorgWarner and Denso, consumer brand Henkel and with Boots and No7
being the first health and beauty retailers to join the platform. Manufacture 2030 continues to prioritise technological
advancement to ensure that it remains at the forefront of this emerging market and during the year follow-on funding
was provided to support further investment in the platform. A key near term goal remains to establish a foothold in
the US, where it has the opportunity to gain a position in this strategically important market.
Against a market backdrop of ongoing geopolitical tension, cyber security specialist CYSIAM continues to
experience strong demand for its products and services. During the year, a key area of strategic focus has been
the development and growth of the Managed Detection and Response (MDR) service, which provides protection
against, detection of and response to cyber attacks and is offered within a SaaS wrapper which generates a
stream of recurring revenue. CYSIAM continues to expand its market presence and as an accredited member of
the National Cyber Security Centre’s Cyber Incident Response scheme, it can provide direct support to a range of
organisations when they become victims of cyber attacks. CYSIAM also recently gained accreditations that enable it
to work with the UK Government at a higher level of security clearance, which provides a significant opportunity to
build ARR. The cyber security market is a high growth area and CYISIAM is well placed to continue to achieve the
financial and strategic targets within its business plan.
During the year, demand responsive transport provider Liftango has made positive progress in expanding its
market presence and global footprint. Having achieved success in Australia and the UK, Liftango is now focused
on expanding into international markets, with the Middle East and Americas identified as key growth territories.
The business provides the technology to support on-demand transport programmes that enable users to plan,
launch and scale shared mobility projects that reduce costs by optimising routes, whilst simultaneously addressing
sustainability goals such as lower vehicle usage, which helps to decrease carbon emissions and combat localised
congestion. Liftango already operates in 21 countries and works with many Fortune 500 companies, as well as
large global bus operators and government transport agencies. With strong ESG credentials, the business is well
positioned to deliver sustained growth as it secures new contracts and, during the year, further funding was
provided to support the company through this key growth phase.
Over the past year, specialist aerospace hardware manufacturer Horizon Technologies has made positive
commercial progress leveraging its position as one of the few domestic companies to offer a comprehensive
range of Intelligence, Surveillance and Reconnaissance solutions. A key highlight was the announcement, at the
Farnborough Air Show in July 2024, that the business had signed a £3.7 million contract with a Middle Eastern
government for its airborne intelligence solution,
Blackfish
. Alongside a number of other large contract wins, this
has resulted in the business trading ahead of budget. There have also been positive developments in the earlier
stage satellite business, where Horizon has secured an investment of £1.2 million from the UK Space Agency
to fund its next launch. The
Amber-2
space based maritime intelligence solution has passed the Critical Design
Review stage in advance of the satellite launch, which is planned for mid-2025. The launch is part of the UK Space
Agency’s wider initiative to enhance maritime security by detecting vessels engaged in illicit activities such as illegal
immigration, drug smuggling, illegal fishing and sanction evasion, and will be a key tool in the Royal Navy’s efforts
to detect “dark vessels”. Given the high barriers to entry and technological know-how required, Horizon’s space
capabilities have the potential to create significant strategic value.
With a large portfolio of high growth companies, it is not unexpected that a small number of investee companies
have not achieved commercial targets and are trading behind plan. During the year, the performance of fintech
specialist Delio was impacted by slower than anticipated sales cycles and, although corrective measures have
been taken and several new contracts have recently been secured, the business continues to trade behind plan. A
provision has therefore been taken against the cost of this investment. Video game developer XR Games has also
experienced challenges as a result of a slowdown in the market, which has impacted its launch programme and
the pipeline of future projects. Measures have been taken to reduce the cost base and a provision has been taken
against the cost of the investment. The Manager elected not to provide further funding to Drovo and Turnkey, and
the valuations of these holdings have been written down in full.
With respect to AIM, the financial year has been another challenging period, during which investor appetite for
smaller quoted companies has remained subdued and AIM has continued to underperform compared to larger
indices. Consequently, the Manager has maintained a highly selective approach to new AIM investments and has
only completed three small transactions, two of which were follow-on investments supporting existing portfolio
holdings. In addition, given the ongoing challenges, the Manager has elected to exit certain AIM holdings where
performance has not been in line with expectations, or where the share price is depressed and not expected to
recover. New AIM investments will continue to be considered, but only where there is a very convincing business
case, or where the Manager believes there is an opportunity for early share price arbitrage following investment.
26 I Maven Income and Growth VCT 3 PLC
Environmental, Social and Governance (ESG) Developments
Although your Company’s investment policy does not incorporate ESG aims, and portfolio companies are
not required to meet any specific targets, during the year Maven has made further progress in enhancing its
ESG capabilities, recognising the importance of having a robust framework and policy in place when making
investments. Through its ESG and Responsible Investment policy ESG considerations are taken into account during
early stage due diligence, thereby ensuring that all risks and opportunities are assessed prior to an investment
completing and can be monitored throughout the period of investment.
All potential investee companies are required to complete an ESG assessment, which covers 10 key areas and
provides a comprehensive pre-investment evaluation of the governance of the business with a focus on board
composition and culture, alongside environmental and social considerations. The assessment also provides
the investee company with an opportunity to set KPIs that are relevant to their business and which they are
encouraged to monitor on an ongoing basis, and which are subject to annual review by the Manager.
All prospective investee companies are provided with guidance documents in order to support them including
insight into how integrating ESG decisions into their business strategy is beneficial. These documents also provide
businesses with guidance on how to start collecting ESG data, as well as information for those companies that are
targeting Net Zero or conducting supply chain screening.
Whilst good governance has always been a prerequisite for any potential investee company, an increasing number of
portfolio holdings are also highly focused on the environment or making improvements to society and local communities
and have set themselves specific ESG related goals. It is encouraging to note the positivity with which many portfolio
companies are embracing their corporate responsibility, alongside achieving core commercial objectives.
Guru Systems is a supplier of hardware, software and data analytics designed to improve the performance and cost
effectiveness of heat networks, which are increasingly required to be integrated in new commercial and residential
property developments as part of the government’s decarbonisation strategy. Guru is achieving commercial
traction in this emerging market and is well placed to deliver its commercial objectives, whilst having a positive
ESG impact. Sustainable packaging designer and manufacturer iPac Packaging Innovations continues to build a
strong position as a leading independent supplier of bespoke packaging solutions whilst also demonstrating strong
ESG credentials. iPac’s
rPET
products are 100% recyclable and manufactured using over 85% recycled content
with Prevented Ocean Plastic (POP) materials incorporated into its supply chain, which helps to reduce plastic
pollution in the ocean. 100% of iPac’s electrical power comes from renewable sources. Sustainable transport
planner Liftango is focused on achieving Net Zero though shared transport networks providing clients with the
ability to reduce their environmental impact, whilst also meeting operational improvements and cost savings.
Manufacture 2030 a provider of a software solution that helps multinationals measure, manage and reduce supply
chain emissions at scale is building a strong presence in an emerging market. Eco-friendly baby care brand Pura
continues to increase its sales reach and, during the year, secured an important new listing for its plastic-free
nappies and wipes with major US retailer Walmart. Pura has also attained B Corporation status, which designates
the business as meeting the highest standards of social and environmental impact. Network infrastructure specialist
Vodat Communications Group (VCG) has implemented positive ESG practices across its business, including setting
a carbon reduction policy, and recently appointed a director to focus on improving key metrics and reporting.
The Manager continues to examine and prepare for upcoming regulations. This year, the FCA introduced the
Sustainability Disclosure Requirements (SDR) which includes a labelling and naming regime alongside a new anti-
greenwashing rule. The anti-greenwashing rule affects all firms and the Manager has ensured adherence to the
new rule. Whilst your Company is not currently in scope of the other requirements of the SDR, the Manager continues
to monitor developments. Additionally, the Manager is aware of the Task Force on Climate-Related Financial
Disclosures (TCFD) and International Financial Reporting Standards (IFRS) regulations, and the increasing likelihood
that your Company may be required to report under these in the future and is actively preparing for compliance.
Treasury Management
During the year, several new permitted non-qualifying investments were completed for treasury management
purposes, the details of which can be found in the Investments table on page 30 of this Annual Report. At the year
end, your Company had invested £7.5 million across eight OEICs and MMFs, which provide an income return close
to the Bank of England’s base rate (currently 4.5%), with low capital risk and daily liquidity. Your Company had a
further £5.2 million invested in London Stock Exchange listed investment trusts, diversified across private equity,
infrastructure and other asset classes. These investment trusts have provided an average income yield of 4% per
annum and have a strong track record of capital growth. The composition of the treasury management portfolio
is under regular review by the Manager, which has been crucial this year given the high level of exit activity and
resultant inflow of cash. Consistent application of Maven’s treasury management strategy has ensured that your
Company remains compliant with the Nature of Income condition, whilst also generating a healthy new income
stream from the portfolio of treasury management holdings and uninvested cash.
Maven Income and Growth VCT 3 PLC I 27
New Investments
During the period under review, seven new private companies were added to the portfolio. These businesses
operate across a wide range of dynamic sectors and add further sectoral diversity to the portfolio:
Alderley Lighthouse Labs is a provider of clinical diagnostic testing services, specialising
in the analysis of human samples such as blood, urine and cells. The business was initially
established as a COVID-19 testing facility, as part of the Government supported “Test
and Trace” programme. As pandemic related testing subsided, the business evolved into
a laboratory-based facility providing blood science and molecular diagnostics to a wide
range of clients. The healthcare diagnostics and testing market continues to experience
high growth, and Alderley is well placed to leverage its existing position and achieve
considerable scale. The funding from the Maven VCTs provides capital that will enable the
business to invest in product development, expand its current suite of services and grow
monthly revenues.
Automated Analytics is a developer of a sales and marketing platform that tracks the
conversion of online “clicks” once they become offline conversions, enabling marketing and
recruitment professionals to optimise campaigns and budgets. The platform uses advanced
data analytics alongside proprietary AI technology to analyse and process large sets of
data in real time, in order to allow clients to maximise the impact of marketing spend and
measure the true success of a digital campaign. Since 2021, the business has achieved a
fivefold increase in ARR and built a strong customer base that includes household names
such as British Gas, Europcar, KFC and Pizza Hut. The funding from the Maven VCTs is
being used to accelerate growth by expanding into new markets, notably the US, and
making a number of strategic hires to help further develop the technology platform.
Connected Data is a provider of a data-enabled debt management software solution,
which is designed to improve recovery rates for utility and financial services companies,
addressing issues that arise during changes in tenancy and result in billions of pounds
of unpaid energy and other bills, as well as produce fairer, more positive outcomes
for consumers in debt. The cloud-based platform uses proprietary technology to help
manage the debt life cycle from pre-delinquency through to late stage collection, offering
a more cost effective solution than using a single credit bureau, whilst also accessing
multiple data sets to anticipate, prevent and resolve debt issues as quickly as possible.
The business is gaining commercial traction and has quickly established a blue chip client
base. The funding from the Maven VCTs is being used to further develop the technology
platform and invest in sales and marketing.
McKenzie Intelligence Services (MIS) is an insurtech business that provides insurers
with geospatial data and analysis to accelerate responses to catastrophic events such
as extreme weather, natural disasters and geopolitical conflict. Its proprietary data-led
intelligence platform,
Global Events Observer
, uses real time information, machine learning
and expert analysis to provide detailed and actionable intelligence to help decision makers
manage risk, escalate relief and promote economic recovery. Since 2017, MIS has been
Lloyds of London’s catastrophic claims partner and has provided data and assistance
following several high profile incidents, including the 2023 wildfires in Hawaii. The funding
from the Maven VCTs is being used to further develop the technology platform and to
launch new products that offer unique insight into future potential risks.
Metrion Biosciences is a contract research organisation that provides drug discovery
services to pharma and biotech customers. Its highly specialised service is required in the
development of drugs that intentionally or unintentionally act on an important group of
protein structures within the body known as
ion channels
, which are one of the fastest
growing areas of innovation in drug discovery. Metrion is aiming to become the outsourcing
partner of choice for ion services in the global pharma and biotech industry. The funding
from the Maven VCTs is being used to invest in new equipment and to create additional
laboratory space, which will enable Metrion to achieve scale in this growing market.
28 I Maven Income and Growth VCT 3 PLC
RiskSmart is a regtech business that has developed a risk management platform which
leverages data insight and machine learning to provide real time information to help
transform how businesses manage governance, risk and compliance. RiskSmart’s solution
is easily integrated with existing operating systems, which is a key benefit to the target
SME market where existing options have high set up costs and substantial ongoing
charges. The business has achieved impressive growth since inception two years ago and
is building a strong client list. The funding from the Maven VCTs is being used to support
working capital through the initial growth phase and will also be used to make a number
of targeted hires to expand the sales team.
Zing is a specialist services provider operating in the cloud communications sector and
was a spin out from CRM provider ProspectSoft, a previous Maven portfolio company
which was successfully exited in 2022. Since becoming an independent business, Zing
has made encouraging commercial progress and strengthened its relationship as a leading
partner with global cloud communication platform business Twilio, where it provides
consultancy and managed services. The funding from the Maven VCTs will enable the
business to benefit from the growth opportunities in the Communications Platform as a
Service (CPaaS) market. The next stage of development is focused on expanding into the
US, developing a new AI proposition and enhancing the management team through new
strategic hires.
A small position was also taken in AIM quoted neuroscience technology company Cambridge Cognition, which is
a developer of digital health products designed to better understand detect and treat conditions affecting brain
health including Alzheimer’s, Multiple Sclerosis and depression. The VCT funding is being used to accelerate growth
in this emerging market.
The table below shows the investments that have been completed during the year:
Investments Date Sector
Investment cost
£’000
New unlisted
Alderley Lighthouse Labs Limited
1
April & May 2024 Pharmaceuticals,
biotechnology & healthcare
249
Automated Analytics Limited August 2024 Marketing &
advertising technology
247
Connected Data Company Limited September 2024 Business services 423
McKenzie Intelligence Services Limited December 2023 Business services 159
Metrion Biosciences Limited December 2023 Pharmaceuticals,
biotechnology & healthcare
597
MirrorWeb Holdings LLC
2
August 2024 Software & technology 479
RiskSmart Limited November 2024 Business services 199
Zing TopCo Limited (trading as Zing)
1
April & May 2024 Business services 185
Total new unlisted 2,538
Maven Income and Growth VCT 3 PLC I 29
Investments Date Sector
Investment cost
£’000
Follow-on unlisted
2degrees Limited
(trading as Manufacture 2030)
September 2024 Software & technology 299
Biorelate Limited September 2024 Software & technology 199
Bud Systems Limited May 2024 Learning & development/
recruitment technology
116
Delio Limited February 2024 Software & technology 125
Enpal Limited
(trading as Guru Systems)
December 2023 Software & technology 200
Filtered Technologies Limited
3
June &
September 2024
Learning & development/
recruitment technology
75
Fixtuur Limited
(formerly Shortbite Limited)
3
April & July 2024 Software & technology 338
Hublsoft Group Limited April 2024 Software & technology 56
Liftango Group Limited
3
March & September 2024 Software & technology 390
mypura.com Group Limited
(trading as Pura)
3
March & September 2024 Business services 300
Plyable Limited August 2024 Software & technology 50
Real World Health Limited
(trading as RwHealth)
3
April & May 2024 Pharmaceuticals,
biotechnology & healthcare
51
Relative Insight Limited October 2024 Marketing &
advertising technology
60
Snappy Shopper Limited April 2024 Software & technology 11
Summize Limited June 2024 Software & technology 348
Turnkey Group (UK)
Holdings Limited
4
December 2023, January,
February, April & June 2024
Software & technology 285
Whiterock Group Limited December 2024 Software & technology 149
XR Games Limited
5
December 2023,
February & August 2024
Software & technology 192
Zinc Digital Business
Solutions Limited
3
March & May 2024 Software & technology 234
Total follow-on unlisted 3,478
Total unlisted 6,016
30 I Maven Income and Growth VCT 3 PLC
Investments Date Sector
Investment cost
£’000
New AIM quoted
Cambridge Cognition
Holdings PLC
June 2024 Pharmaceuticals,
biotechnology & healthcare
62
Total new AIM quoted 62
Follow-on AIM quoted
GENinCode PLC January 2024 Pharmaceuticals,
biotechnology & healthcare
160
RUA Life Sciences PLC December 2023 Pharmaceuticals,
biotechnology & healthcare
33
Total follow-on AIM quoted 193
Total AIM quoted 255
Open-ended investment companies
6
Royal London Short Term Fixed Income
Fund (Class Y Income)
October 2024 Money market fund 1,000
Total open-ended investment companies 1,000
Money market funds
6
abrdn Liquidity Fund (Lux) -
Sterling Fund K-1 Inc GBP
August 2024 Money market fund 1,000
Aviva Investors Sterling Liquidity Fund
(Class 3)
March 2024 Money market fund 1,004
BlackRock Institutional Sterling
Liquidity Fund (Core)
August 2024 Money market fund 1,000
Fidelity Institutional Liquidity Sterling
Fund (Class F)
April 2024 Money market fund 500
HSBC Sterling Liquidity Fund (Class A) March 2024 Money market fund 1,000
Total money market funds 4,504
Total investments completed during the year 11,775
1
Investment completed in two tranches.
2
This holding reflects the partial exit from MirrorWeb Limited, where a proportion of the proceeds were reinvested in the new,
enlarged entity, MirrorWeb Holdings LLC.
3
Follow-on investment completed in two tranches.
4
Follow-on investment completed in five tranches.
5
Follow-on investment completed in three tranches.
6
Investments completed as part of the treasury management strategy.
At the period end, the portfolio comprised 113 unlisted and quoted investments at a total cost of £51.1 million.
Maven Income and Growth VCT 3 PLC I 31
Realisations
The table below provides details of all the exits that have completed during the year, including CB Technology,
MirrorWeb, Novatus Global and Quorum Cyber which provided a meaningful increase in cash reserves.
Realisations
Year
first
invested
Complete/
partial exit
Cost of
shares
disposed of
£’000
Value at
30 November
2023
£’000
Sales
proceeds
£’000
Realised
gain/(loss)
£’000
Gain/(loss)
over
30 November
2023 value
£’000
Unlisted
CB Technology Group Limited 2014 Complete 558 1,045 1,125 567 80
Glacier Energy Services
Holdings Limited
2011 Complete 686 544 519 (167) (25)
GradTouch Limited 2019 Complete 400 585 605 205 20
Life’s Great Group Limited
(trading as Mojo Mortgages)
1
2019 Complete - - 44 44 44
MirrorWeb Limited
2
2020 Complete 690 1,253 2,297 1,607 1,044
Novatus Global Limited
3
2022 Partial 428 428 2,005 1,577 1,577
Project Falcon TopCo Limited
(trading as Quorum Cyber)
2021 Complete 335 335 1,022 687 687
QikServe Limited 2016 Complete 658 801 791 133 (10)
Others - - 6 6 6
Total unlisted 3,755 4,991 8,414 4,659 3,423
AIM quoted
AFC Energy PLC 2020 Complete 56 51 36 (20) (15)
Oncimmune Holdings PLC 2021 Complete 100 14 13 (87) (1)
RUA Life Sciences PLC 2020 Complete 133 76 42 (91) (34)
Total AIM quoted 289 141 91 (198) (50)
Money market funds
4
abrdn Liquidity Fund (Lux) -
Sterling Fund K-1 Inc GBP
2023 Partial 1,000 1,000 1,000 - -
Aviva Investors Sterling
Government Liquidity Fund
2023 Complete 1,000 1,000 1,000 - -
Aviva Investors Sterling
Liquidity Fund (Class 3)
2023 Complete 1,004 - 1,004 - -
BlackRock Institutional Sterling
Liquidity Fund (Core)
2023 Partial 1,000 1,000 1,000 - -
Fidelity Institutional Liquidity
Sterling Fund (Class F)
2023 Partial 1,000 1,000 1,000 - -
Goldman Sachs Sterling Liquid
Reserves (Institutional)
2023 Complete 1,000 1,000 1,000 - -
HSBC Sterling Liquidity Fund
(Class A)
2023 Partial 1,000 1,000 1,000 - -
Total money market funds 7,004 6,000 7,004 - -
32 I Maven Income and Growth VCT 3 PLC
Realisations
Year
first
invested
Complete/
partial exit
Cost of
shares
disposed of
£’000
Value at
30 November
2023
£’000
Sales
proceeds
£’000
Realised
gain/(loss)
£’000
Gain/(loss)
over
30 November
2023 value
£’000
Open-ended investment companies
4
Royal London Short Term Fixed
Income Fund (Class Y Income)
2023 Partial 1,020 1,023 1,019 (1) (4)
Total open-ended investment companies 1,020 1,023 1,019 (1) (4)
Total realisations completed during the year 12,068 12,155 16,528 4,460 3,369
1
Deferred consideration following the sale in December 2021.
2
Of the proceeds, £479,449 has been re-invested as a retained minority interest in the continuing entity, MirrorWeb Holdings LLC,
which remains VCT qualifying for three years. Given the structure of the transaction, the holding in MirrorWeb Limited was exited
in full, but a proportion of the proceeds were re-invested in the enlarged, ongoing entity, MirrorWeb Holdings LLC.
3
Proceeds exclude a rolled element which has been retained as a minority equity stake within the company.
4
Realisations were completed as part of the treasury management strategy.
During the year, two private companies were struck off the Register of Companies, resulting in a total realised loss of £808,000
(cost £808,000). This had no effect on the NAV of the Company as full provisions had previously been taken against the cost of
the investments.
The write off of the escrow debtor held in respect of prior year exit of e.fundamentals (Group) Limited results in a difference in
sales proceeds and realised gain/loss of £126,000. In addition, the element of net gains on exits not received in cash and not
readily converted to cash is £144,000 (MirrorWeb Limited and Project Falcon TopCo Limited (trading as Quorum Cyber). Refer to
Note 8 to the Financial Statements on pages 80 and 81 of this Annual Report.
Material Developments Since the Period End
Since 30 November 2024, two new private companies have been added to the portfolio:
• Blackdot Solutions is a developer of an advanced intelligence and investigations software solution that supports
risk, compliance and client onboarding teams across a variety of industries including government, criminal law
and financial services. Blackdot’s propriety platform, Videris, aggregates and analyses open source intelligence
(OSINT) from a wide range of public sources, including the internet, social media and the dark web, alongside
more traditional routes such as Moody’s and Dun & Bradstreet. This capability provides clients with the most
comprehensive and up to date information to identify threat, mitigate risk and ensure ongoing compliance with
complex regulatory standards. The OSINT market is experiencing rapid growth and, as an early entrant, Blackdot is
well positioned to capitalise on rising demand for advanced data analytics and risk management tools. The funding
from the Maven VCTs is being used to increase headcount, with a focus on technical expertise, enhance product
development and drive growth in both new and existing markets.
• Kani Payments is a developer of a SaaS based financial reporting and reconciliation platform, serving fintechs,
challenger banks and payment processors. As well as providing instant reconciliation of large data sets, Kani’s
solution facilitates the automation of transaction payments, regulatory and financial reporting, which remains a
largely manual and spreadsheet based process, even for sizeable financial institutions. The business is led by an
experienced team with a successful track record of scaling a similar cloud based payment processing business
from start-up through to profitable exit. The funding from the Maven VCTs is being used to accelerate product
development, including new features due to launch in the second half of 2025, make a number of strategic hires
within sales and marketing to widen the business’ reach, and to support expansion into Europe and North America
where management have identified a significant market opportunity.
Outlook
With good levels of liquidity, your Company is well placed to deliver further growth in the year ahead. Maven’s
regionally based team of experienced deal executives provides your Company with access to a wide range of
investment opportunities and with an active pipeline of potential transactions currently under review, it is anticipated
that there will be a healthy rate of new investment in 2025. The objective remains to expand the portfolio in size
and scale through the selective addition of entrepreneurial and ambitions growth businesses, whilst also identifying
exits to optimise value and support Shareholder distributions in line with the enhanced dividend target.
Maven Capital Partners UK LLP
Manager
18 March 2025
Maven Income and Growth VCT 3 PLC I 33
LARGEST INVESTMENTS BY VALUATION
AS AT 30 NOVEMBER 2024
Horizon Ceremonies
horizoncremation.co.uk
Business services (funeral services)
Cost (£’000) 1,288
Valuation (£’000) 2,798
Basis of valuation Discounted cash flow
Equity held 8.3%
Income received to date (£’000) 261
First invested May 2017
Year end 31 December
2023 (£’000) 2022 (£’000)
Net liabilities (823) (39)
This company produces abridged accounts as permitted
under the Companies Act 2006 relating to small
companies.
Horizon Ceremonies builds and operates
environmentally and technologically advanced
crematoria in underserved areas across the UK that
provide a family orientated approach. Horizon has
a portfolio of three operational sites. 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, the Hurlet, in the suburbs of Glasgow
opened in December 2021.
Bright Network
brightnetwork.co.uk
Learning & development/recruitment technology
Cost (£’000) 1,139
Valuation (£’000) 2,338
Basis of valuation Revenue
Equity held 7.1 %
Income received to date (£’000)
1
Nil
First invested July 2018
Year end 31 March
2024 (£’000) 2023 (£’000)
Net assets 7,871 4,102
This company produces abridged accounts as permitted
under the Companies Act 2006 relating to small
companies.
Bright Network is an HR tech business which has
designed a platform that enables leading employers
to identify and recruit high quality graduates and
young professionals. Revenues are generated from a
combination of graduate focused careers events, digital
recruitment and recruitment process outsourcing.
The business also has a
Technology Academy
, which
provides software development training to graduates
before placing them with client organisations. The
business recently launched in Germany.
34 I Maven Income and Growth VCT 3 PLC
Rockar
rockartech.com
Software & technology (fulfilment technology)
Cost (£’000) 971
Valuation (£’000) 1,771
Basis of valuation Earnings
Equity held 4.3%
Income received to date (£’000) 93
First invested July 2016
Year end 31 December
2023 (£’000) 2022 (£’000)
Sales 8,081 7,496
EBITDA
2
2,072 1,656
Net assets 4,102 4,223
Rockar is leading the worldwide adoption of a digital
sales journey for the automotive sector, with a flexible
microservices platform. It is working with global
automotive OEMs to develop a digital, omnichannel
and immersive means by which consumers can select,
configure, and finance their car purchase using a
wholly online process.
Summize
summize.com
Software & technology (legal)
Cost (£’000) 796
Valuation (£’000) 1,598
Basis of valuation Revenue
Equity held 3.9%
Income received to date (£’000)
1
Nil
First invested October 2022
Year end 30 June
2024 (£’000) 2023 (£’000)
Net assets 3,554 3,192
This company produces abridged accounts as permitted
under the Companies Act 2006 relating to small
companies.
Summize develops digital contracting software for legal
firms and departments, using AI-powered technology
to address the increasing need to digitalise the contract
lifecycle, aiming to streamline and shorten the process
of creating and reviewing contracts. The cloud-based
product integrates with Microsoft Word, Teams, Slack
and DocuSign to improve collaboration between legal
and business users and better manage contracts and
commercial risks.
Maven Income and Growth VCT 3 PLC I 35
Bud Systems
bud.co.uk
Learning & development/recruitment technology
Cost (£’000) 762
Valuation (£’000) 1,304
Basis of valuation Revenue
Equity held 4.1%
Income received to date (£’000)
1
Nil
First invested September 2022
Year end 31 December
2023 (£’000) 2022 (£’000)
Net assets 4,410 5,447
This company produces abridged accounts as permitted
under the Companies Act 2006 relating to small
companies.
Bud Systems offers a comprehensive learning
management solution tailored for apprenticeship
training providers, which is capable of managing
their entire process from initial enrolment to final
assessment. Its SaaS offering helps organisations
deliver high quality training whilst improving the
visibility of progress and performance. Key to the
offering is Bud’s end to end approach that is designed
to bring together learners, training providers and
employers and support the process through to
reporting and regulatory compliance.
Manufacture 2030
manufacture2030.com
Software & technology (data analytics)
Cost (£’000) 896
Valuation (£’000) 1,211
Basis of valuation Revenue
Equity held 5.4%
Income received to date (£’000)
1
Nil
First invested March 2023
Year end 31 December
2023 (£’000) 2022 (£’000)
Net liabilities (104) (2,386)
This company produces abridged accounts as permitted
under the Companies Act 2006 relating to small
companies.
Manufacture 2030 (M2030) is the developer of a
specialist software reporting platform that works with
some of the world’s largest manufacturing businesses
to help them achieve a reduction in the environmental
footprint within their global supply chains. M2030
provides software reporting tools that enable companies
to measure, manage and reduce carbon emissions.
36 I Maven Income and Growth VCT 3 PLC
DPP
dpp.ltd.uk
Industrials & engineering
Cost (£’000) 957
Valuation (£’000) 1,211
Basis of valuation Earnings
Equity held 4.8%
Income received to date (£’000) 875
First invested March 2013
Year end 31 October
2023 (£’000) 2022 (£’000)
Sales 15,635 13,651
EBITDA
2
1,291 998
Net assets 1,865 1,387
DPP provides planned and reactive maintenance
to businesses in the leisure, hospitality and retail
sectors throughout the south of England and south
Wales. DPP operates as 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.
HCS
hcs-control-systems.com
Industrials & engineering
Cost (£’000) 746
Valuation (£’000) 1,099
Basis of valuation Earnings
Equity held 6.1%
Income received to date (£’000) 235
First invested December 2012
Year end 31 December
2023 (£’000) 2022 (£’000)
Sales 27,665 18,123
EBITDA
2
3,941 2,133
Net liabilities (12,239) (14,640)
HCS specialises in the manufacture, assembly and
servicing of mechanical, hydraulic and electrical
systems for the energy industry worldwide. It also
provides offshore manpower and equipment rental,
maintenance and storage to oil & gas operators.
It operates from facilities in Glenrothes, Aberdeen
and Perth, Australia. The company has a reputation
for delivering fast track design and manufacture,
in addition to supporting the full asset lifecycle of
maintenance, servicing and testing of high quality
topside and subsea control systems for a global
blue-chip customer base that includes Oceaneering,
OneSubsea and TechnipFMC.
Maven Income and Growth VCT 3 PLC I 37
CYSIAM
cysiam.com
Software and technology (cyber security)
Cost (£’000) 448
Valuation (£’000) 1,095
Basis of valuation Revenue
Equity held 5.8%
Income received to date (£’000)
1
Nil
First invested December 2021
Year end 30 November
2023 (£’000) 2022 (£’000)
Net assets 1,412 963
This company produces abridged accounts as permitted
under the Companies Act 2006 relating to small
companies.
CYSIAM is a provider of cyber security advice,
training, and managed services in secure technology
systems. CYSIAM offers deep technical expertise
and operational support experience to organisations
across the public and private sectors, which have seen
significant increases in cyber crime, accelerated by
disruption and changing working patterns throughout
the pandemic.
WaterBear Education
waterbear.org.uk
Business services (further education)
Cost (£’000) 370
Valuation (£’000) 984
Basis of valuation Revenue
Equity held 7.8%
Income received to date (£’000) 47
First invested February 2018
Year end 31 August
2023 (£’000) 2022 (£’000)
Net (liabilities)/assets (509) 91
This company produces abridged accounts as permitted
under the Companies Act 2006 relating to small
companies.
WaterBear Education has established a specialist
private music college offering university accredited
Bachelor of Arts (BA) and Master of Arts (MA) courses
for the creative arts, primarily catering for musicians,
singers and songwriters from sites in Brighton and
Sheffield. The business is led by a high calibre
management team with extensive experience of both
the industry and music education, having previously
founded the British and Irish Modern Music Institute,
which is a market leader in that specialist sector.
1
No interest is payable as the investment has been structured as all equity.
2
Earnings before interest, tax, depreciation and amortisation.
Maven Income and Growth VCT 3 PLC has invested alongside Maven Income and Growth VCT PLC, Maven Income and Growth VCT 4 PLC
and Maven Income and Growth VCT 5 PLC in the companies listed on pages 28 to 30. Maven Investor Partners are also invested in Horizon
Ceremonies, Bright Network, Summize, DPP, HCS and CYSIAM.
38 I Maven Income and Growth VCT 3 PLC
NATIONAL PRESENCE REGIONAL FOCUS
Maven offices
A. Edinburgh
B. Glasgow
C. Newcastle
D. Durham
E. Middlesbrough
F. Manchester
G. Nottingham
H. Birmingham
I. London
J. Bristol
K. Reading
15 largest
investments
by valuation
AB
C
D
E
F
G
H
J K
I
1
8
9
2
11
5
10
6
3
7
12
14
4
13
15
HCS
Glenrothes
Liftango
East Linton
The Algorithm People
Newcastle
Hublsoft
York
Martel Instruments
Durham
Summize
Manchester
Rockar
Hull
Biorelate
Manchester
CYSIAM
Newport Pagnell
Manufacture 2030
Oxford
Bright Network
London
Bud Systems
Bristol
DPP
Southampton
WaterBear Education
Brighton
Horizon Ceremonies
Ashford
Maven Income and Growth VCT 3 PLC I 39
INVESTMENT PORTFOLIO SUMMARY
Shaded line indicates that the investment was completed pre November 2015.
AS AT 30 NOVEMBER 2024
Investment
Valuation
£'000
Cost
£'000
% of
total assets
% of
equity held
% of equity
held by
other clients
1
Unlisted
Horizon Ceremonies Limited
(trading as Horizon Cremation)
2,798 1,288 4.4 8.3 46.2
Bright Network (UK) Limited 2,338 1,139 3.7 7.1 32.0
Rockar 2016 Limited (trading as Rockar) 1,771 971 2.8 4.3 15.1
Summize Limited 1,598 796 2.6 3.9 32 .1
Bud Systems Limited 1,304 762 2 .1 4.1 13.5
2degrees Limited (trading as Manufacture 2030) 1,211 896 1.9 5.4 17.4
Ensco 969 Limited (trading as DPP) 1,211 957 1.9 4.8 29.7
HCS Control Systems Group Limited 1,099 746 1.8 6.1 30.4
CYSIAM Limited 1,095 448 1.8 5.8 22.0
WaterBear Education Limited 984 370 1.6 7.8 31.4
Biorelate Limited 909 547 1.5 2.5 2 5.1
The Algorithm People Limited
(trading as Optimize)
895 420 1.4 6 .1 10.2
Liftango Group Limited 888 888 1.4 5.0 35.7
Hublsoft Group Limited 882 705 1.4 5.5 18.2
Martel Instruments Holdings Limited 879 671 1.4 12.4 31.8
Vodat Communications Group (VCG)
Holding Limited
852 567 1.4 5.0 26.9
BioAscent Discovery Limited 839 199 1.4 5.0 35.0
NorthRow Limited 816 1,115 1.3 8.9 23.9
Zinc Digital Business Solutions Limited 799 647 1.3 10.9 32.7
Relative Insight Limited 760 760 1.2 3.7 27.4
Precursive Limited 750 750 1.2 5.5 29.0
Nano Interactive Group Limited 717 625 1.2 3.7 11.2
mypura.com Group Limited (trading as Pura) 716 516 1.2 2.0 22.7
CODILINK UK Limited (trading as Coniq) 675 450 1 .1 1.3 3.6
Boomerang Commerce Inc
(trading as CommerceIQ)
2
669 773 1 .1 0.1 0.4
Plyable Limited 647 647 1.0 6.8 21.5
Novatus Global Limited
3
627 134 1.0 0.8 3.4
DiffusionData Limited 625 625 1.0 3.1 14.9
Metrion Biosciences Limited 597 597 1.0 4.3 13.9
Sensoteq Limited 597 597 1.0 5.6 18.0
Enpal Limited (trading as Guru Systems) 581 581 0.9 3.2 18.4
Cat Tech International Limited 510 627 0.8 6.0 24.0
Laverock Therapeutics Limited 498 498 0.8 2.3 7.0
40 I Maven Income and Growth VCT 3 PLC
AS AT 30 NOVEMBER 2024
Investment
Valuation
£'000
Cost
£'000
% of
total assets
% of
equity held
% of equity
held by
other clients
1
Unlisted
MirrorWeb Holdings LLC
4
479 479 0.8 0.8 4.2
Real World Health Limited (trading as RwHealth) 479 479 0.8 6.3 42.6
Whiterock Group Limited 470 470 0.8 8.0 29.9
Horizon Technologies Consultants Limited 466 448 0.7 3.1 14 .1
Delio Limited 454 833 0.7 4 .1 11 .1
Automated Analytics Limited 432 247 0.7 1.6 30.4
ORCHA Health Limited 431 431 0.7 1.1 6.6
Connected Data Company Limited 423 423 0.7 3.9 11.8
Flow UK Holdings Limited 420 597 0.7 7.0 28.0
McKenzie Intelligence Services Limited 403 159 0.6 1.6 4.8
TC Communications Holdings Limited 363 980 0.6 9.8 25.5
ebb3 Limited 356 326 0.6 9.3 69.6
HiveHR Limited 346 346 0.6 4.4 40.2
Growth Capital Ventures Limited 331 319 0.5 5.8 41.6
Snappy Shopper Limited 309 309 0.5 0.4 1.3
AMufacture Limited 261 261 0.4 4.8 15.2
Alderley Lighthouse Labs Limited 249 249 0.4 6.7 46.9
iAM Compliant Limited 246 149 0.4 1.9 47.2
Fixtuur Limited (formerly Shortbite Limited) 232 860 0.4 8.0 49.4
Filtered Technologies Limited 225 825 0.4 7.6 17.8
RiskSmart Limited 199 199 0.3 2.4 43.2
Zing TopCo Limited (trading as Zing) 185 185 0.3 4.9 42.8
XR Games Limited 171 341 0.3 2.0 24.0
Reed Thermoformed Packaging Limited
(trading as iPac Packaging Innovations)
140 100 0.2 0.5 11.8
RevLifter Limited 100 100 0.2 1.0 25.6
Rico Developments Limited (trading as Adimo) 100 200 0.2 1.6 8.3
ISN Solutions Group Limited 84 321 0.1 4.5 50.5
C4X Discovery Holdings PLC
5
82 119 0.1 0.3 0.6
Other unlisted investments 15 1,896 -
Total unlisted 40,588 34,963 65.3
Maven Income and Growth VCT 3 PLC I 41
AS AT 30 NOVEMBER 2024
Investment
Valuation
£'000
Cost
£'000
% of
total assets
% of
equity held
% of equity
held by
other clients
1
AIM quoted
6
GENinCode PLC 263 759 0.4 3.7 9.6
Diaceutics PLC 247 161 0.4 0.2 0.2
MaxCyte Inc 218 137 0.4 0.1 0.1
Kanabo Group PLC
7
115 1,611 0.2 2.0 8.0
Eden Research PLC 52 83 0.1 0.3 1.3
Cambridge Cognition Holdings PLC 42 62 0.1 0.4 1.1
Vianet Group PLC 26 31 - 0.1 1.3
Spectral AI Inc 24 99 - - -
ReNeuron Group PLC 13 278 - 0.7 1.4
Feedback PLC 12 121 - 0.4 1.2
Other quoted investments 13 889 -
Total AIM quoted 1,025 4,231 1.6
Private equity investment trusts
8
HgCapital Trust PLC 862 420 1.5 - 0.1
ICG Enterprise Trust PLC 520 380 0.9 0.1 0.2
Patria Private Equity Trust PLC (formerly abrdn
Private Equity Opportunities Trust PLC)
501 374 0.8 0.1 0.2
NB Private Equity Partners Limited 347 371 0.6 - 0.2
CT Private Equity Trust PLC 327 253 0.5 0.1 0.3
HarbourVest Global Private Equity Limited 293 167 0.5 - -
Partners Group Private Equity Limited (formerly
Princess Private Equity Holding Limited)
282 270 0.5 - 0.1
Pantheon International PLC 216 138 0.3 - 0.1
Apax Global Alpha Limited 210 218 0.2 - 0.1
Total private equity investment trusts 3,558 2,591 5.8
Global equity investment trusts
8
JPMorgan Global Growth & Income PLC 193 150 0.3 - -
Alliance Witan PLC (formerly Alliance Trust PLC) 192 149 0.3 - -
Total global equity investment trusts 385 299 0.6
Real estate investment trust
8
Care REIT PLC (formerly Impact Healthcare
REIT PLC)
183 220 0.4 0.1 0.1
Total real estate investment trust 183 220 0.4
42 I Maven Income and Growth VCT 3 PLC
AS AT 30 NOVEMBER 2024
Investment
Valuation
£'000
Cost
£'000
% of
total assets
% of
equity held
% of equity
held by
other clients
1
Infrastructure investment trusts
8
3i Infrastructure PLC 268 270 0.4 - -
Pantheon Infrastructure PLC 245 251 0.4 0.1 0.2
BBGI Global Infrastructure SA 221 260 0.4 - 0.1
International Public Partnerships Limited 205 235 0.2 - -
Foresight Environmental Infrastructure
Limited (formerly JLEN Environmental Assets
Group Limited)
168 270 0.2 - 0.1
Total infrastructure investment trusts 1,107 1,286 1.6
Open-ended investment companies
8
Royal London Short Term Money Market Fund
(Class Y Income)
1,004 1,012 1.6 - -
Royal London Short Term Fixed Income Fund
(Class Y Income)
991 1,000 1.6 0.1 0.2
Total open-ended investment companies 1,995 2,012 3.2
Money market funds
8
abrdn Liquidity Fund (Lux) - Sterling Fund K-1
inc GBP (formerly Aberdeen Standard Liquidity
Fund (Lux) - Sterling Fund (Class K3))
1,000 1,000 1.6 - -
BlackRock Institutional Sterling Government
Liquidity Fund (Core Dis)
1,000 1,000 1.6 - 0.1
BlackRock Institutional Sterling Liquidity Fund
(Core)
1,000 1,000 1.6 - -
Goldman Sachs Sterling Government Liquid
Reserves Ireland (Institutional)
1,000 1,000 1.6 0.4 0.4
HSBC Sterling Liquidity Fund (Class A) 1,000 1,000 1.6 - -
Fidelity Institutional Liquidity Sterling Fund
(Class F)
500 500 0.9 - 0.2
Total money market funds 5,500 5,500 8.9
Total investments 54,341 51,102 87.4
1
Other clients of Maven Capital Partners UK LLP.
2
This holding reflects the retained minority interest following the sale of e.fundamentals (Group) Limited to CommerceIQ in July 2022.
3
This holding reflects the retained minority interest following the partial sale in September 2024.
4
This holding reflects the retained minority interest following the partial sale of the holding in MirrorWeb Limited, with a proportion of
the proceeds re-invested in the new, enlarged entity, MirrorWeb Holdings LLC.
5
This company delisted from AIM during the period.
6
Investments are quoted on AIM with the exception of Kanabo Group PLC, which is listed on the Main Market of the London Stock
Exchange.
7
The holding in this investment resulted from the sale of The GP Service (UK) Limited, which completed in February 2022. The unlisted
shares in Kanabo GP Limited were, in accordance with the terms of the original transaction, exchanged for shares in Kanabo Group
PLC, which is listed on the Main Market of the London Stock Exchange.
8
Treasury management portfolio.
Maven Income and Growth VCT 3 PLC I 43
The Directors submit their Annual Report together with the audited Financial Statements of the Company for
the year ended 30 November 2024. A summary of the financial results for the year can be found in the
Financial Highlights on pages 4 and 5. The Investment Objective and Investment Policy are disclosed in the
Business Report on page 14 and the Board’s approach to dividends is summarised in the Chairman’s Statement
on page 11.
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 VCT under Section 274 of the Income Tax Act 2007.
During the year, the Company maintained its membership of the AIC and its Ordinary Shares are listed on 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 wider geopolitical uncertainty that has persisted throughout
the year, including the continuing unrest in Ukraine and the Middle East, the ongoing impact of fluctuating inflation
and interest rates, which can impact consumer and business confidence, and the potential change in trading
relationships with the US, 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 and, for at least the next 12
months from the date of the approval of this Annual Report. 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 Provision 36 of
the AIC Code of Corporate Governance, published in February 2019, (the Codes), the Board has considered the
Company’s prospects and risks for the five-year period to 30 November 2029, which is deemed appropriate for a
VCT business of the Company’s size.
In considering and making this statement, the principal and emerging risks faced by the Company, together with
the steps taken to mitigate them, were robustly assessed by the Board, as highlighted 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 fluctuating inflation and interest rates, the ongoing geopolitical uncertainty, and
the potential change in trading relations with the US.
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 13, 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
30 November 2029, and deemed them to be realistic and fair.
DIRECTORS’ REPORT
44 I Maven Income and Growth VCT 3 PLC
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 Company’s 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 30 November 2029.
Financial Instruments
The Company’s financial instruments comprise its investment portfolio, treasury management portfolio, cash
balances and 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 emission 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 54 to 59.
Directors
Other than Atul Devani, who served as a Director during the Company’s financial year and who retired from the
Board following the conclusion of the AGM held on 2 May 2024, the biographies of the Directors who held office
at the date of signing 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 opposite. No Director has a service contract
with the Company.
As explained in more detail in the Statement of Corporate Governance, the Board has agreed that all Directors will
retire annually and seek re-election. Therefore, all Directors will retire at the 2025 AGM and, being eligible, offer
themselves for election or 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 the role.
Keith Pickering is a qualified accountant and partner of a corporate finance firm, which ensures that he brings
recent and relevant financial experience to the Board. Following the AGM in 2024, he replaced Atul Devani as
Chairman of the Company and has continued to demonstrate a level of independent challenge and a detailed
understanding and experience of the Company and the sector in which it operates.
David Allan is a qualified lawyer and brings extensive legal experience to the Board. In addition, his background in
corporate finance and experience in equity finance, VCTs and AIM, is highly relevant to the role of a Director and
allows him to be a valued contributor to Board discussions.
Bill Nixon, as the managing partner of Maven and with over 40 years’ experience in banking and private equity,
has a wealth of knowledge in the sector in which the Company operates and is a key contributor to all Board
discussions. As a participant in various VCT industry forums, Bill provides the other Directors with valuable insight
into the private equity sector.
David Priseman has over 35 years’ experience working for major banks, a care home group, a specialist transport
consultancy, private equity houses and advising entrepreneurs. He is a qualified accountant, bringing recent and
relevant financial experience to the Board, and during the year, took on the role of Chair of the Audit & Risk
Committee. As its Chair, David initiates appropriate challenge around private company valuations, and the control
environment, and has engaged directly with the Company’s Auditor to ensure that the annual audit is performed to a
standard of quality and that the process is completed to the required level of detail.
The Board believes that, for the above reasons, the contribution of each Director continues to be important to the
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. It is, therefore, believed
to be in the best interests of Shareholders that all Directors be elected or re-elected and resolutions to this effect will
be proposed at the 2025 AGM.
Maven Income and Growth VCT 3 PLC I 45
Directors’ Interests
The Directors who held office during the year, together with their interests in the share capital of the Company, are
as follows:
30 November 2024
Ordinary Shares of 10p each
30 November 2023
Ordinary Shares of 10p each
Keith Pickering 242,386 242,386
David Allan 62,280 39,562
Atul Devani
1
N/A 352,471
Bill Nixon 1,124,650 979,979
David Priseman 29,638 N/A
Total 1,458,954 1,614,398
1
Atul Devani retired from the Board on 2 May 2024.
There is no requirement for the Directors to hold shares in the Company and the table above shows the Directors’
beneficial interests and the interests of those persons closely associated to them. Following the issue of new
Ordinary Shares under the Offer for Subscription, as at 14 March 2025, being the latest practicable date prior to the
publication of this Annual Report, the Directors in office and their interests in the Ordinary Shares of the Company were
as follows: Keith Pickering 242,386; David Allan 62,280; Bill Nixon 1,416,989; and David Priseman 29,638.
Conflicts of Interest
Each Director has a statutory duty to avoid a situation where he has, or could have, a direct or indirect interest
that 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 a
protocol for identifying and dealing with conflicts and these are reviewed on a regular basis.
Substantial Interests
At 30 November 2024, the only party known to the Company that, directly or indirectly, was interested in 3% or
more of the Company’s issued share capital was as follows:
Number of
Ordinary Shares held
% of issued
share capital
Hargreaves Lansdown (Nominees) Limited -
HLNOM account
5,846,137 4.83%
At 14 March 2025, being the last practicable date before the publication of this Annual Report, the only party known
to the Company that, directly or indirectly, was interested in 3% or more of the Company’s issued share capital was as
follows:
Number of
Ordinary Shares held
% of issued
share capital
Hargreaves Lansdown (Nominees) Limited -
HLNOM account
6,349,571 4.93%
46 I Maven Income and Growth VCT 3 PLC
Manager and Secretary
Maven acted as Manager and Secretary to the Company during the year ended 30 November 2024 and details of
the investment management and secretarial fees are detailed in Notes 3 and 4 to the Financial Statements
respectively.
The principal terms of the Management and Administration Deed with Maven are as follows:
Termination Provisions
The agreement can be terminated, by either the Company or the Manager, by the giving of twelve months’ notice.
Furthermore, the Company may terminate the agreement without notice and 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; and
• the Manager ceases to be authorised to carry out investment business.
Management and Secretarial Fees
For the year ended 30 November 2024, the investment management and secretarial fees payable to Maven were
charged on the following basis:
• an investment management fee of 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 the special distributable reserve (unchanged from 2023); and
• a secretarial fee of £128,845 (2023: £122,356), which is charged 100% to revenue and is subject to an annual
adjustment to reflect movement in the UK Retail Prices Index.
Subject to certain criteria being met, Maven is entitled to a performance incentive fee, in respect of each six-month
period ending 31 May and 30 November, of an amount equal to 15% 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 any performance incentive fee payable for that period) compared to 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 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. All investment management, secretarial and performance incentive fees
will be exclusive of VAT (if any).
The annual running costs of the Company are capped at 3.5% (2023: 3.8%) of the average net asset value for the
relevant financial period, adjusted annually and excluding performance fees, regulatory and exceptional costs.
During the year, Maven also received the sum of £18,800 (plus VAT) (2023: £17,800 (plus VAT)) per annum in respect
of Bill Nixon’s role as a Director of the Company. Maven may also receive fees from investee companies in relation to
arranging transactions, monitoring business progress and for providing non-executive directors for their boards.
In light of the 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
In order to ensure that the Manager’s staff are appropriately incentivised in relation to the management of the
portfolio, the Maven Executive Investment Scheme allows individuals to participate in new investments in portfolio
companies alongside the Company. 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, 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 certain circumstances the scheme
may also sell AIM holdings which 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.
Maven Income and Growth VCT 3 PLC I 47
It should be noted that as at 14 March 2025, Maven and certain of its executives, including Bill Nixon, held in
aggregate, 2,596,258 of the Company’s Ordinary Shares of 10p and that this represented 1.99% of the Company’s
issued share capital as at that date.
Independent Auditor
The Company’s Auditor, Johnston Carmichael LLP, is willing to continue in office and Resolution 8, to propose its
re-appointment, will be put forward at the 2025 AGM, along with Resolution 9, to authorise the Directors to fix its
remuneration. No non-audit fees were paid to Johnston Carmichael LLP during the year under review (2023: Nil)
The Directors have received assurances from the Auditor that it remains independent and objective, and are
satisfied that objectivity and independence is being safeguarded by Johnston Carmichael LLP.
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) 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 30 November 2024, the Company bought back a total of 2,798,402 (2023: 3,727,000) of
its own Ordinary Shares of 10p each for cancellation, being 2.40% of the issued share capital as at 13 March 2024,
being the last practicable date before the publication of the previous Annual Report.
Subsequent to the year end, a further 1,440,889 Ordinary Shares were bought back for cancellation.
A Special Resolution, numbered 12 in the Notice of Annual General Meeting, will be put to Shareholders at the
2025 AGM for their approval to renew the Company’s authority to purchase in the market a maximum of
12,889,956 Ordinary Shares (10% of the shares in issue at 14 March 2025). Such authority will expire on the date
of the Annual General Meeting in 2026 or after a period of 15 months from the date of the passing of the
Resolution, whichever is the earlier.
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 which are purchased may be cancelled, or held in
treasury. As outlined in the Chairman’s Statement on page 12, neither the Company nor the Manager can execute
a transaction in the Company’s shares and any instruction to buy or sell shares on the secondary market must be
directed through a stockbroker.
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, 10,857,693 new Ordinary Shares were allotted (2023: 12,227,451). An Ordinary
Resolution, numbered 10 in the Notice of Annual General Meeting, will be put to Shareholders at the 2025 AGM
for their approval to authorise the Company to issue up to an aggregate nominal amount of £1,288,995 (equivalent
to 12,889,950 Ordinary Shares or 10% of the total issued share capital at 14 March 2025).
Issues of new Ordinary Shares may only be made at a price equal, 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, pay expenses, 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 2026 or on the
expiry of 15 months from the passing of the Resolution, whichever is the first to occur.
48 I Maven Income and Growth VCT 3 PLC
When shares are to be allotted for cash, Section 561(1) of the Companies Act provides that existing Shareholders
have pre-emption rights and that the new shares are offered first to such Shareholders in proportion to their existing
shareholdings. 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, Ordinary Shares up to an aggregate
nominal amount of £1,288,995 (equivalent to 12,889,950 Ordinary Shares or 10% of the total issued share capital
at 14 March 2025) 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 2026 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 30 November 2024, the Company’s share capital comprised 121,129,618 Ordinary Shares of 10p each.
Subsequent to the year end, the Company bought back 1,440,889 Ordinary Shares for cancellation, and issued and
allotted 9,210,837 new Ordinary Shares under the Offer for Subscription. As a result, there were 128,899,566
Ordinary Shares of 10p each in issue at 14 March 2025, being the last practicable date prior to the publication of
this Annual Report. 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 be imposed from time to time by law (for example, the Market Abuse
Regulation). The Company is not aware of any agreements between Shareholders that may result in a transfer of
securities and/or voting rights.
Additional Information
The rules governing the appointment of Directors are set out in the Statement of Corporate Governance on pages
54 to 59.
The powers of the Directors in relation to the issuing or buying back by the Company of its shares are contained in
the Articles and the Companies Act 2006. The Company’s Articles may only be amended by a special resolution at
a General Meeting of Shareholders.
The Board is not aware of: (i) any significant agreements to which the Company is party, which take effect, alter
or terminate upon a change of control of the Company following a takeover and; (ii) any agreements between the
Company and its Directors to provide compensation for loss of office that occurs as a result of a takeover bid.
Related Party Transactions
Other than those set out in this Directors’ Report, and in Note 17 on page 90, there are no further related party
transactions that require to be disclosed.
Post Balance Sheet Events
The Directors have proposed a final dividend of 2.15p per Ordinary Share, in respect of the year ended 30 November
2024. The final dividend will be paid on 9 May 2025 to Shareholders on the register at 28 March 2025.
Other than those referred to above, and in the Strategic Report, there have been no events since 30 November
2024 that require disclosure.
Future Developments
An indication of the Company’s expected future developments can be found in the Chairman’s Statement on page
13 and in the Investment Manager’s Review on page 32, which highlights the Board and Manager’s commitment to,
where possible, providing returns to Shareholders and delivering the Company’s investment strategy.
Maven Income and Growth VCT 3 PLC I 49
Annual General Meeting and Directors’ Recommendation
The AGM will be held on 1 May 2025, and the Notice of Annual General Meeting is on pages 91 to 96 of this
Annual Report. The Notice of Annual General Meeting also contains a Special Resolution (Resolution 13) that seeks
authority for the Directors to convene a General Meeting, other than an AGM, 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 using a hard copy proxy form, via Crest, or electronically
using the Registrar’s Proxy Voting App at: maven3-agm.city-proxyvoting.uk. Please refer to the notes to the
Notice of Annual General Meeting on pages 93 to 96 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. The Directors recommend that Shareholders vote in favour of each Resolution to
be put to the AGM.
Authorised for issue by the Board
Maven Capital Partners UK LLP
Secretary
18 March 2025
50 I Maven Income and Growth VCT 3 PLC
Statement by the Remuneration Committee
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 Company’s policy for the remuneration of its 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 64 to 70.
The Directors have established a Remuneration Committee comprising the independent Directors, with David Allan
as its Chair. As all the Directors are non-executive, the Principles of the UK Corporate Governance Code in respect
of executive directors’ remuneration do not apply.
At 30 November 2024 and as at the date of this Annual Report, the Company had four non-executive Directors and
their biographies are shown in the Your Board section of this Annual 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 52. The dates of
appointment of the Directors in office at 30 November 2024, and the dates on which they will next be proposed for
re-election, are as follows:
Date of
original appointment
Date of previous
election/re-election
Due date
for re-election
Keith Pickering (Chairman) 15 April 2015 2 May 2024 1 May 2025
David Allan 1 March 2017 2 May 2024 1 May 2025
Bill Nixon 1 November 2005 2 May 2024 1 May 2025
David Priseman 1 February 2024 2 May 2024 1 May 2025
During the year ended 30 November 2024, the Board was not provided with advice or services by any person in
respect of its consideration of the Directors’ remuneration. However, in the application of the Board’s policy on
Directors’ remuneration, defined below, the Board expects, from time to time, to review the fees paid to the
directors of other venture capital trusts.
The Remuneration Committee met once during the year ended 30 November 2024 and carried out a review of the
Remuneration Policy and the level of Directors’ fees. It was recommended that the remuneration of each Director
should be increased by £500 with effect from 1 December 2024, increasing the remuneration to £23,000 in
respect of the Chairman and £19,300 for all other Directors.
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 venture capital trusts 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 £100,000 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, the value and
amount of time committed to the Company’s affairs, and should also be sufficient to enable candidates of a high
calibre 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 the Remuneration Policy may be inspected by members
of the Company at its registered office.
DIRECTORS’ REMUNERATION REPORT
Maven Income and Growth VCT 3 PLC I 51
It is the Board’s intention that the Remuneration Policy will be put to a Shareholders’ vote at least once every three
years and, as a Resolution was last approved at the AGM held in 2023, an Ordinary Resolution for its approval for
the three years to 30 November 2028 will be proposed at the AGM to be held in 2026. At the AGM held on 24
April 2023, the result in respect of the Ordinary Resolution to approve the Directors’ Remuneration Policy for the
period to 30 November 2025 was as follows:
Percentage of
votes cast for
Percentage of
votes cast against
Number of
votes withheld
Remuneration Policy 95.74 4.26 186,649
Directors’ and Officers’ Liability Insurance
The Company purchases and maintains liability insurance for 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 45. 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 day-to-day
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 any tax relief), on an investment of £100 in the Ordinary
Shares of the Company, for each annual accounting period for the ten years to 30 November 2024, 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/IRESS.
Please note that past performance is not necessarily a reliable guide to future performance.
Maven Income and
Growth VCT 3 PLC -
NAV total return
FTSE AIM
All-Share
total return
Maven Income and
Growth VCT 3 PLC -
share price total return
Source: Maven/London Stock Exchange/IRESS.
Please note that past performance is not necessarily a guide to future performance.
0
50
100
150
200
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
52 I Maven Income and Growth VCT 3 PLC
Directors’ Remuneration (audited)
The Company does not have any employees and Directors’ remuneration comprises solely of Directors’ fees. The
Directors’ fees for the years to 30 November 2021, 30 November 2022, 30 November 2023, 30 November 2024,
and projected fees for the year ending 30 November 2025, together with the percentage changes in those years,
respectively, are as follows:
Year to
30 Nov
2025
£
Change to
30 Nov
2025
%
Year to
30 Nov
2024
£
Change to
30 Nov
2024
%
Year to
30 Nov
2023
£
Change to
30 Nov
2023
%
Year to
30 Nov
2022
£
Change to
30 Nov
2022
%
Year to
30 Nov
2021
£
Keith Pickering
1
(Chairman)
23,000 9.8 20,939 17.6 17,800 - 17,800 5.9 16,800
David Allan 19,300 2.7 18,800 5.6 17,800 - 17,800 5.9 16,800
Atul Devani
2
N/A N/A 9,493 4.6 21,500 - 21,500 4.9 20,500
Bill Nixon
3
19,300 2.7 18,800 5.6 17,800 - 17,800 5.9 16,800
David Priseman
4
19,300 2.7 15,658 N/A N/A N/A N/A N/A N/A
Total 80,900 83,690 74,900 74,900 70,900
1
Keith Pickering became Chairman of the Company on 2 May 2024.
2
Atul Devani retired from being the Chairman and a Director of the Board on 2 May 2024.
3
Bill Nixon’s remuneration is paid to Maven Capital Partners UK LLP and is subject to VAT.
4
David Priseman was appointed as a Director on 1 February 2024.
The percentage changes are calculated based on the annualised amount payable to each individual Director.
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 30 November 2024 (2023: £nil).
Relative Cost of Directors’ Remuneration
The chart below shows, for the years ended 30 November 2023 and 30 November 2024, the cost of Directors’
fees compared with the level of dividend distribution in those years:
As noted in the Strategic Report, all the Directors are non-executive. Therefore, the Company has neither a chief
executive officer, nor employees, and there is no related information to disclose.
Relative Cost of Directors' Remuneration
(£'000)
(£'000)
0 1,000 1,500500 2,000 2,500 3,000 3,500 4,000
Directors'
fees 2023
Dividends
2023
Directors'
fees 2024
Dividends
2024
Maven Income and Growth VCT 3 PLC I 53
Directors do not have service contracts, but new Directors are provided with a Letter of Appointment, which is
available for inspection by members at the Company’s AGM. The terms of appointment provide that Directors
should retire and be subject to election at the first AGM after their appointment. Thereafter, all Directors will be
subject to annual re-election, in line with the requirements under the Codes. The Directors’ Letters of Appointment
include a three-month 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 30 November 2024, no communication was received from Shareholders regarding the
Directors’ remuneration.
Approval
An Ordinary Resolution to approve this Directors’ Remuneration Report will be put to Shareholders at the 2025
AGM. At the AGM held on 2 May 2024, the results in respect of an Ordinary Resolution to approve the Directors’
Remuneration Report for the year ended 30 November 2023 were as follows:
Percentage of
votes cast for
Percentage of
votes cast against
Number of
votes withheld
Remuneration Report 93.40 6.60 93,736
The Directors’ Remuneration Report was approved by the Board of Directors and signed on its behalf by:
David Allan
Director
18 March 2025
54 I Maven Income and Growth VCT 3 PLC
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 VCT 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: 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. The Board has adopted the principles of the AIC
Code and reports on compliance with these below. The AIC Code provides a comprehensive guide to best practice in
certain areas of governance where the specific characteristics of investment trusts or VCTs suggest alternative
approaches to those set out in the UK Code.
The key requirements of the AIC Code include:
• a requirement for the annual re-election of all directors to all investment companies;
• a requirement 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: theaic.co.uk. This Statement of Corporate Governance forms
part of the Directors’ Report.
Application of the Main Principles of the AIC 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 that 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 four male 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 the managing partner of Maven and, therefore, does not sit on the Audit &
Risk, Management Engagement or Remuneration Committees, and would be excluded from any Board decision on
which a conflict of interest would be considered to exist.
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.
STATEMENT OF CORPORATE GOVERNANCE
Maven Income and Growth VCT 3 PLC I 55
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 the 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 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.
Legal firms in which David Allan was formerly a partner have provided legal advice to the Manager. Nevertheless, it
is expected that David will perform his duties as a Director in a way that will display his independence, and the
Board regard him as being independent.
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 Boards 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 industry matters. Directors are provided, on a regular
basis, with key information regarding the Company’s policies, regulatory and statutory requirements and internal
controls. Changes affecting Directors’ responsibilities are advised to the Board as they arise.
Keith Pickering is Chairman of the Company, Chair of the Nomination Committee, and Chair of the Management
Engagement Committee. Keith was independent of the Manager at the time of his appointment as a Director on
15 April 2015, and as Chairman on 2 May 2024, 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. David Priseman is Chair of the Audit & Risk
Board Committee, as the other Directors consider that he has the skills and experience relevant to these roles. David
Allan is Chair of the Remuneration Committee.
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. Between meetings, the Board maintains
contact with the Manager and has access to senior members of the VCT team and to the company secretarial
team. During the year ended 30 November 2024, the Board held six Board meetings and eleven Board Committee
meetings. In addition, there were seven meetings of the Audit & Risk Committee and one meeting each of the
Management Engagement, Nomination, and Remuneration Committees.
56 I Maven Income and Growth VCT 3 PLC
Directors have attended Board and Committee Meetings during the year ended 30 November 2024
1
as follows:
Director Board
Board
Committee
Audit & Risk
Committee
Nomination
Committee
Remuneration
Committee
Management
Engagement
Committee
Keith Pickering 6 (6) 11 (11) 7 (7) 1 (1) 1 (1) 1 (1)
David Allan 6 (6) 11 (11) 7 (7) 1 (1) 1 (1) 1 (1)
Atul Devani
2
3 (3) 6 (6) 3 (4) 1 (1) n/a n/a
Bill Nixon
3
5 (6) 11 (11) n/a 1 (1) n/a n/a
David Priseman 4 (4) 10 (10) 7 (7) 1 (1) 1 (1) 1 (1)
1
The number of meetings which the Directors were eligible to attend is in brackets.
2
Atul Devani retired from being the Chairman and a Director of the Board on 2 May 2024.
2
Bill Nixon is not a member of the Audit & Risk, Remuneration or Management Engagement Committees.
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 Board has discussed
having an externally facilitated board evaluation but, after consideration, agreed that the current process worked
well based on the size of the Board.
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 were appointed for an initial period of one year and in accordance with the Articles,
stood for election at the first AGM 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 expressed in the AIC Code 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 & Risk Committee
The Audit & Risk Committee is chaired by David Priseman. Information regarding the composition, responsibilities and
activities of the Audit & Risk Committee is detailed in the Report of the Audit & Risk Committee on pages 61 to 63.
Maven Income and Growth VCT 3 PLC I 57
Management Engagement Committee
The Management Engagement Committee, which is comprised of all independent Directors and is chaired by Keith
Pickering, is responsible for the annual review of the management contract with the Manager, details of which are
shown in the Directors’ Report. One meeting of the Committee was held during the year ended 30 November
2024, at which the Committee recommended the continued appointment of Maven as Manager of the Company.
Nomination Committee
The Nomination Committee is comprised of the full Board, the majority of members being independent, and is
chaired by Keith Pickering. In line with the requirements of the AIC Code, the terms of reference state that the
Chairman will not chair the Committee when it is dealing with the appointment of his successor. The Committee
met once during the year. 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;
• the review of the composition of 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, considering
candidates from a wide range of backgrounds in order to promote diversity of gender, social and ethnic
background, cognitive and personal strengths, for the approval of the Board;
• 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 Chair of the Audit & Risk Committee, other than to
the position of Chairman.
During the year ended 30 November 2023, the Committee reviewed succession planning and initiated a recruitment
process to identify a suitable candidate for appointment as a Director and Chair of the Audit and Risk Committees.
This process followed the announcement by Atul Devani of his decision to retire from the Board as Chair and the
subsequent appointment of Keith Pickering, who had previously served as Chair of the Audit and Risk Committees,
at the conclusion of the 2024 AGM.
In November 2023, the Committee recommended to the Board the appointment of David Priseman as a Director
and, based on his recent and relevant financial experience, further recommended him as a suitable candidate to
Chair the Audit and Risk Committee. This appointment was announced on 5 December 2023.
The Committee also conducted a review of the knowledge, experience, and skills of all Directors. The Board
acknowledged the valuable contributions of each Director, noting that their collective expertise enhanced the
Board’s overall effectiveness and supported the long-term success of the Company. Based on this assessment, the
Committee recommended that all Directors be nominated for election and/or re-election. Accordingly, Resolutions
4 to 7 will be proposed at the 2025 AGM.
Remuneration Committee
Where a VCT has only non-executive directors, the UK Code principles relating to directors’ remuneration do
not apply. However, in line with the requirements of the AIC Code, the Company does have a Remuneration
Committee, comprised of all independent Directors, which is chaired by David Allan. The Committee met once
during the year ended 30 November 2024 to review the policy for and the level of Directors’ remuneration. Further
information about Directors’ remuneration can be found in the Directors’ Remuneration Report on pages 50 to 53.
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.
58 I Maven Income and Growth VCT 3 PLC
Board Diversity Policy
The Board recognises the importance of having a range of skilled, experienced individuals with the right knowledge
represented on the Board (and the Committees of the Board) in order to allow it to fulfil its obligations. The Board
also recognises the benefits and is supportive of the principle of diversity in its recruitment of new Board members.
The Board will not display any bias for age, gender, education, professional background, ethnicity, sexual orientation,
disability and socio-economic backgrounds in considering the appointment of its Directors. In view of its size, the
Board will continue to ensure that all appointments are made on the basis of merit against the specification prepared
for each appointment and the Board does not, therefore, consider it appropriate to set measurable objectives in
relation to its diversity.
At 30 November 2024, there were four male Directors on the Board. One of the male Directors is Chairman of the
Company, Chair of the Management Engagement Committee, and Chair of the Nomination Committee; one of the
male Directors is Chair of the Audit & Risk Committee; and one of the male Directors is Chair of the Remuneration
Committee. The Company has not appointed a Senior Independent Director.
In accordance with the FCA’s Listing Rule 9.8.6R (9)(a), the table below reports on gender identity or sex and ethnic
background within the Board as at 30 November 2024.
Number
of Board
Members
% of
the
Board
1
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
2
Number in
Executive
Management
% of
Executive
Management
Men 4 100 1 N/A N/A
Women - - - N/A N/A
White British or other White
(including minority-white groups)
4 100 1 N/A N/A
Minority ethnic background
3
- - - N/A N/A
1
The Company does not comply currently with the FCA’s diversity target that 40% of individuals on the Board are to be women.
2
The Company does not comply currently with the diversity target that one of the senior positions on the Board is to be held by
a woman. The Company does not have any executives and has not appointed a senior independent director (SID).
3
The Company does not comply currently with the FCA’s diversity target that requires one individual on the Board to be from a
minority ethnic background.
At the meeting in October 2024, the Committee reviewed the knowledge, experience and skills of all Directors.
The Board noted that each of the Directors were valued and that they were deemed to enhance the skills and
knowledge base of the Board, enabling it to carry out its functions more effectively and each Director contributing
to the long-term success of the Company. Accordingly, the Committee recommended to the Board that all Directors
be nominated for re-election and accordingly, Resolutions 4 to 7 will be put to the 2025 AGM.
External Agencies
The Board has contractually delegated certain services to external agencies including custodial services (which
include the safeguarding of assets) and registration services. The Board has delegated responsibility for the day to
day accounting and company secretarial requirements to the Manager. In addition, the Board has delegated its
portfolio management responsibilities to the Manager. 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 best interests of 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 Board has
delegated responsibility for monitoring the activities of the 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.
Maven Income and Growth VCT 3 PLC I 59
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.
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 the Manager take account of the social, environmental 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 encouraged
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 in 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 VCT 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 and emails 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 for details on how
to contact the Manager or Company Secretary.
The Company’s webpages are hosted on the Manager’s website, and can be visited at: mavencp.com/migvct3 from
where Annual and Interim Reports, London Stock Exchange Announcements and other information can be viewed,
printed or downloaded. Access to further information about the Manager can be obtained from: mavencp.com.
Accountability and Audit
The Statement of Directors’ Responsibilities in respect of the Financial Statements is on page 60, the Statement of
Going Concern and the Viability Statement are included in the Directors’ Report on pages 43 and 44. The Independent
Auditor’s Report is on pages 64 to 70.
Authorised for issue by the Board
Maven Capital Partners UK LLP
Secretary
18 March 2025
60 I Maven Income and Growth VCT 3 PLC
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 of 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 adequate accounting records that are sufficient to show and explain the
Company’s transactions and 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 webpages, 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
Each Director believes 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 30 November
2024 and for the year to that date;
• the Directors’ Report includes a fair review of the development and performance of the Company, together with
a description of the principal risks 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.
Keith Pickering
Director
18 March 2025
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
Maven Income and Growth VCT 3 PLC I 61
The Board is satisfied that at least one member of the
Committee has recent and relevant financial experience
and that the Committee, as a whole, has competence
relevant to the sector in which the Company operates.
Responsibilities
The principal responsibilities of the Committee include:
Audit Matters
• the integrity of the Interim and Annual Reports and
Financial Statements and the review of any
significant financial reporting issues and judgements
contained therein;
• the review of the terms of appointment of the
Auditor, together with their 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 Reports and any required
response;
• meetings with representatives of the Manager;
• the review of the custody arrangements in place to
confirm ownership of investments;
• the provision of 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.
Risk Matters
• the review of the adequacy and effectiveness of the
Manager’s internal financial controls, its internal
control and risk management systems and
procedures in the context of the Company’s overall
credit risk management system;
• the identification, measurement, management and
monitoring of the risks and emerging risks to the
Company as recommended by the AIFMD including,
but not limited to, investment portfolio, credit,
counterparty, liquidity, market and operational risk;
• the review and monitoring of all reports on the
Company from the Manager’s internal control
function ensuring compliance with all VCT
regulations;
• the review of the arrangements for, and
effectiveness of, the monitoring of risk parameters;
• ensuring that appropriate, documented and regularly
updated due diligence processes are implemented
when appointing and reviewing service providers,
including the main contracts entered into by the
Company for such services;
• ensuring that the risk profile of the Company
corresponds to the size, portfolio structure,
investment strategies and objectives of the
Company; and
• reporting to the Board on its conclusions and
making recommendations in respect of any matter
within its remit, including proposals for improvement
of changes to the systems, processes and
procedures that are in place.
Internal Control and Risk Management
The Board of Directors has overall responsibility for the
Company’s system of internal control and risk
management and procedures, and for reviewing their
effectiveness. However, as the Directors have delegated
the investment management, company secretarial and
administrative functions of the Company to the
Manager, 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 confirm that there is an ongoing process
to identify, measure, manage and monitor the principal
and emerging risks faced by the Company. This robust
process has been in place up to the date of approval of
this Annual Report and is reviewed regularly by the
Board to ensure that it accords with internal control
guidance issued by the FRC.
Through the Audit & Risk Committee, the Board reviews
the effectiveness of the system of internal control at
least twice each year. In particular, 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, are
reviewed and considered by the Directors. The Board
has delegated the portfolio management of the
The Audit & Risk Committee is chaired by David Priseman and comprises all independent Directors.
REPORT OF THE AUDIT & RISK COMMITTEE
62 I Maven Income and Growth VCT 3 PLC
Company’s assets to the Manager. Such delegation is in
accordance with the delegation requirements of the
AIFMD. The delegation embraces implementation of the
Manager’s 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 Company’s risk
management framework, covering 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 model
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 is
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 areas, 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 the Manager reviews the
Manager’s operations, system and controls on a
regular basis;
• written agreements are in place that 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
bi-annually to the 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.
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
page 76.
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
Independent Auditor. The portfolio is reviewed and
verified by the Manager on a regular basis and
management accounts, including a full portfolio listing,
are prepared quarterly and considered at the quarterly
meetings of the Board. The portfolio is also audited
annually by the Independent Auditor.
The valuation of investments is undertaken in accordance
with the Company’s stated accounting policies, as set out
in Note 1(e) to the Financial Statements on page 76.
Unquoted 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 unquoted investment and was
satisfied that they were appropriate. The Committee
also satisfied itself that there were no issues associated
with the existence and ownership of the investments
that required to be addressed.
Maven Income and Growth VCT 3 PLC I 63
Revenue Recognition
The recognition of dividend income and loan stock
interest is undertaken in accordance with accounting
policy Note 1(b) to the Financial Statements on page
75. The 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 Directors are satisfied that the
levels of income recognised are in line with revenue
estimates. The Committee concluded 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 faced by the Company
and the Board’s strategy for managing these risks are
covered in the Business Report on pages 14 to 16.
Activities of the Audit & Risk Committee
The Committee met seven times during the year and,
at each of those Meetings, considered the risks detailed
above 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.
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 the 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 January 2024, the Committee reviewed,
for recommendation to the Board, the Audit Report
from the Independent Auditor and the draft Annual
Report and Financial Statements for the year ended
30 November 2023. The Committee concluded that
it was satisfied with the performance of Johnston
Carmichael LLP and recommended its re-appointment.
At its meeting in June 2024, the Committee reviewed
the Half Yearly Report for the six months ended 31 May
2024, and also considered the independence, tenure
and performance of Johnston Carmichael as Auditor.
Subsequent to 30 November 2024, the Committee
considered the draft Annual Report and Financial
Statements for the year ended 30 November 2024,
and provided advice to the Board that it considered
that 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.
Review of Effectiveness of the Independent
Auditor
As part of its annual review of audit services, the
Committee considers the performance, effectiveness and
general relationship with the Independent Auditor (the
Auditor or Johnston Carmichael). In addition, the
Committee reviews the independence and objectivity of
the Independent 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
Johnston Carmichael reporting; and a review of the
relationship that the Auditor has with the Manager.
The Company first appointed Johnston Carmichael as
Auditor on 4 October 2022, following the completion
of an audit tender process. The Senior Statutory Auditor
for the year ended 30 November 2022 was David
Holmes. It should be noted that, for the years ended 30
November 2023 and 30 November 2024, Bryan Shepka
has been the Senior Statutory Auditor. Johnston
Carmichael will rotate the Senior Statutory Auditor
responsible for the audit at least every five years.
The Independent Auditor’s Report is on pages 64 to 70.
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 requires
the specific approval of the Audit & Risk Committee in
each case. Non-audit work, where independence may
be compromised or conflicts arise, is prohibited. There
are currently no contractual obligations that restrict the
Committee’s choice of Auditor. The Committee has
concluded that Johnston Carmichael is independent of
the Company and recommended that a Resolution for
the re-appointment of Johnston Carmichael as Auditor
should be put to the 2025 AGM.
David Priseman
Director
18 March 2025
64 I Maven Income and Growth VCT 3 PLC
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF MAVEN INCOME AND GROWTH
VCT 3 PLC
Opinion
We have audited the Financial Statements of Maven Income and Growth VCT 3 PLC (the Company), for the
year ended 30 November 2024, which comprise the Income Statement, the Statement of Changes in Equity, the
Balance Sheet, the Cash Flow Statement and Notes to the Financial Statements, including significant accounting
policies. 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).
In our opinion the Financial Statements:
•
Give a true and fair view of the state of the Company’s affairs as at 30 November 2024 and of its net
return for the year then ended;
•
Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
Practice; and
•
Have been prepared in accordance with the requirements of the Companies Act 2006.
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 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 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 believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Our approach to the audit
We planned our audit by first obtaining an understanding of the Company and its environment, including its key
activities delegated by the Board to relevant approved third-party service providers and the controls over provision
of those services.
We conducted our audit using information maintained and provided by Maven Capital Partners UK LLP (the
Manager, the Secretary, and the Administrator) JPMorgan Chase Bank (the Custodian for level 1 and level 2
investments) and The City Partnership (UK) Limited (the Registrar) to whom the Company has delegated the
provision of services.
We tailored the scope of our audit to reflect our risk assessment, taking into account such factors as the business
model and activities, the types of investments within the Company, the involvement of the Administrator, the
accounting processes and controls, and the industry in which the Company operates.
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds
for materiality. These together with qualitative considerations, helped us to determine the scope of our audit
and the nature, timing and extent of our audit procedures on the individual Financial Statement line items and
disclosures and in the evaluation of the effect of misstatements, both individually and in aggregate on the Financial
Statements as a whole.
Maven Income and Growth VCT 3 PLC I 65
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, we do not provide a separate opinion on these matters.
We summarise below the key audit matters in arriving at our audit opinion above, together with how our audit
addressed these matters and the results of our audit work in relation to these matters.
Key audit matter How our audit addressed the key audit matter
and our conclusions
Valuation and ownership of unlisted investments
(as per page 62 (Report of the Audit & Risk
Committee), page 76 (Accounting Policies) and
pages 80 and 81 (Note 8).
The valuation of the level 3 unlisted investment
portfolio at 30 November 2024 was £40.6m
(2023: £39.6m).
As this is the largest component in the
Company’s Balance Sheet, and there is a high
degree of subjectivity in the valuation of unlisted
investments, it has been designated as a key
audit matter, being one of the most significant
assessed risks of material misstatements due to
fraud or error.
The level 3 investments are valued in accordance
with the revised International IPEV Guidelines.
Significant judgement is required in applying
these principles and determining certain inputs to
the valuation models.
Additionally, there is a risk that the investments
recorded as held by the Company may not
represent property of the Company (ownership).
We performed a walkthrough of the valuation process for
unlisted investments to gain an understanding of the design of
the processes and implementation of key controls.
We obtained evidence that the Manager’s Valuation
Committee reviewed all valuations.
We obtained evidence of the Board’s challenge and approval of
all valuations.
As part of our risk assessment procedures, we stratified
the unlisted investments portfolio and selected a sample
of investments for detailed testing based on this risk-based
stratification.
For the unlisted investments selected, we:
•
Obtained an understanding of the sector for each investee
company for the period being audited, making enquiries of
management;
•
Gained an understanding of the original investment rationale
and valuation basis, along with any milestones set;
•
Obtained an update on the investment, paying particular
attention to progress against pre-set milestones and/or
indications that a reduction in valuation may be appropriate;
•
Assessed the appropriateness of the valuation basis used,
paying particular attention to any changes from the prior
year valuation basis;
•
Agreed data used in the valuation models to independent
sources;
•
Where deemed appropriate, engaged our specialist corporate
finance team to review certain judgemental inputs to
valuations, such as multiples and discounts; and
•
Reperformed the enterprise value calculations and waterfalls
to ensure mathematical accuracy.
We performed back-testing over investment disposals
(proceeds vs. most recent valuation) to assess for potential
management bias in the valuation process.
We ensured that accounting estimates and related disclosures
were appropriately disclosed in the Financial statements.
We agreed the ownership of 100% of the investments
sampled to share certificates and loan notes/agreements.
We tested 100% of new investments above our clearly trivial
threshold and agreed to share certificates and loan notes/
agreements.
We tested a sample of follow-on additions and disposals in the
year and agree to SPAs.
66 I Maven Income and Growth VCT 3 PLC
Our application of 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
in determining the nature and extent of our work and in evaluating the results of that work.
Materiality measure Value
Materiality for the Financial Statements as a whole
We have set materiality as 2% of net assets as we believe that net assets is the
primary performance measure used by investors and is the key driver of shareholder
value. We determined the measurement percentage to be commensurate with the
risk and complexity of the audit and the Company’s listed status.
£1.243m
(2023: £1.19m)
Performance materiality
Performance materiality represents amounts set by the Auditor at less than materiality
for the Financial Statements as a whole, to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements exceeds
materiality for the Financial Statements as a whole.
In setting this we consider the Company’s overall control environment, our past
experience of the audit that indicates a lower risk of material misstatements. Based
on our judgement of these factors, we have set performance materiality at 65% of
our overall financial statement materiality.
£0.808m
(2023: £0.77m)
Audit Committee reporting threshold
We agreed with the Audit Committee that we would report to them all differences in
excess of 5% of overall materiality in addition to other identified misstatements that
warranted reporting on qualitative grounds, in our view. For example, an immaterial
misstatement as a result of fraud.
£0.062m
(2023: £0.06m)
Specific Materiality
We have also set a separate specific materiality for testing materiality in respect
of related party transactions and Directors’ remuneration and revenue recognition
from income from investments. This is in recognition that there are transactions
and balances of a lesser amount, which could influence the understanding obtained
from the Annual Report. Specifically given the importance of the distinction between
revenue and capital for the VCT, we will apply a separate testing threshold for the
revenue in the Income Statement, which will be set at the higher of 5% of the Net
Return on Ordinary Activities before Taxation. Based on the Net Return balance this is
below the CTT and CTT will be used for the specific materiality.
£0.062m
(2023: £0.06m)
During the course of the audit, we reassessed initial materiality and found no reason to alter the basis of
calculation used at year end.
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:
•
Evaluating management’s method of assessing going concern, including consideration of market conditions and
macro-economic uncertainties;
•
Assessing and challenging the forecast cashflows and associated sensitivity modelling, used by the Directors in
support of their going concern assessment;
•
Obtaining and recalculating management’s assessment of the Company’s ongoing maintenance of venture
capital trust status; and
•
Assessing the adequacy of the Company’s going concern disclosures included in the Annual Report.
Maven Income and Growth VCT 3 PLC I 67
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 Company’s reporting on how it 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.
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.
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.
Matters on which we are required to report by exception
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 material misstatements in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
•
Adequate accounting records have not been kept by the Company, or returns adequate for our audit have not
been received from branches not visited by us; or
•
The Financial Statements and the part of the Directors’ Remuneration Report to be audited are not in
agreement with the accounting records and returns; or
•
Certain disclosures of Directors’ remuneration specified by law are not made; or
•
We have not received all the information and explanations we require for our audit; or
•
A Corporate Governance Statement has not been prepared by the Company.
68 I Maven Income and Growth VCT 3 PLC
Corporate governance statement
We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of
the Corporate Governance Statement relating to the entity’s compliance with the provisions of the UK Corporate
Governance Code specified for our review by the Listing Rules.
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 or 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 43;
•
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 43 and 44;
•
The Directors’ statement on fair, balanced and understandable set out on page 60;
•
The Directors’ statement on whether it has a reasonable expectation that the Company will be able to continue
in operation and meets its liabilities set out on pages 43 and 44;
•
The Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out
on pages 14, 15 and 16;
•
The section of the Annual Report that describes the review of the effectiveness of risk management and
internal control systems set out on pages 61 and 62; and
•
The section describing the work of the Audit & Risk Committee set out on page 61.
Responsibilities of Directors
As explained more fully in the Directors’ Responsibilities Statement set out on page 60, 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.
Auditor 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 Financial
Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our
Auditor’s Report.
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.
We assessed whether the engagement team collectively had the appropriate competence and capabilities to
identify or recognise non-compliance with laws and regulations by considering their experience, past performance
and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at
the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of
fraud or non-compliance with laws and regulations throughout the audit.
Maven Income and Growth VCT 3 PLC I 69
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and the
sector in which it operates, focusing on those provisions that had a direct effect on the determination of material
amounts and disclosures in the Financial Statements. The most relevant frameworks we identified include:
•
Companies Act 2006;
•
Financial Conduct Authority (FCA) listing and Disclosure Guidance and Transparency Rules (DTR);
•
The General Data Protection Regulation (GDPR) 2016;
•
The Alternative Investment Fund Managers Regulations 2013;
•
The principles of the UK Corporate Governance Code applied by the AIC Code of Corporate Governance (the AIC
Code);
•
Industry practice represented by the Statement of Recommended Practice: Financial Statements of Investment
Trust Companies and Venture Capital Trusts (the SORP) issued in July 2022;
•
The Company’s qualification as a VCT under section 274 of the Corporation Tax Act 2007; and
•
UK Generally Accepted Accounting Practice.
We gained an understanding of how the Company is complying with these laws and regulations by making enquiries
of management and those charged with governance. We corroborated these enquiries through our review of relevant
correspondence with regulatory bodies and board meeting minutes.
We assessed the susceptibility of the Financial Statements to material misstatement, including how fraud might
occur, by meeting with management and those charged with governance to understand where it was considered
there was susceptibility to fraud. This evaluation also considered how management and those charged with
governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the
overall control environment and how management and those charged with governance oversee the implementation
and operation of controls. In areas of the Financial Statements where the risks were considered to be higher, we
performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:
•
Valuation and ownership of level 3 investments; and
•
Management override of controls.
Audit procedures performed in response to the risks relating to valuation and ownership of level 3 investments
are set out in the section on key audit matters above, and audit procedures performed in response to the risk of
management override of controls are included below.
In addition to the above, the following procedures were performed to provide reasonable assurance that the
Financial Statements were free of material fraud or error:
•
Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and
regulation or for any indication of any potential litigation and claims; and events or conditions that could
indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;
•
Performing audit procedures over the risk of management override of controls, including testing of journal
entries and other adjustments for appropriateness, recalculating the investment management fee, evaluating the
business rationale of significant transactions outside the normal course of business and assessing judgements
made by management in their calculation of accounting estimates for potential management bias;
•
Completion of appropriate checklists and use of our experience to assess the Company’s compliance with the
Companies Act 2006 and the Listing Rules; and
•
Agreement of the Financial Statement disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the Financial Statements,
recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or
misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-
compliance with laws and regulations is from the events and transactions reflected in the Financial Statements, the
less likely we would become aware of it.
70 I Maven Income and Growth VCT 3 PLC
Other matters which we are required to address
Following the recommendation of the Audit Committee, we were appointed by the Board on 4 October 2022 to audit
the Financial Statements for the year ended 30 November 2022 and subsequent financial years. The period of our
total uninterrupted engagement is three years, covering the years ended 30 November 2022 to 30 November 2024.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we remain
independent of the Company in conducting our audit.
Our audit opinion is consistent with the additional report to the Audit Committee.
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.
Bryan Shepka (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
Statutory Auditor
Glasgow, United Kingdom
18 March 2025
Maven Income and Growth VCT 3 PLC I 71
INCOME STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2024
Year ended
30 November 2024
Year ended
30 November 2023
Revenue Capital Total Revenue Capital Total
Notes £’000 £’000 £’000 £’000 £’000 £’000
Gain/(loss) on investments 8 - 3,143 3,143 - (1,985) (1,985)
Income from investments 2 1,128 - 1,128 917 - 917
Other income 2 184 - 184 240 - 240
Investment management fees 3 (311) (1,243) (1,554) (307) (1,228) (1,535)
Other expenses 4 (413) - (413) (452) - (452)
Net return on ordinary activities before taxation 588 1,900 2,488 398 (3,213) (2,815)
Tax on ordinary activities 5 - - - - - -
Return attributable to Equity Shareholders 7 588 1,900 2,488 398 (3,213) (2,815)
Earnings per share (pence) 7 0.49 1.59 2.08 0.36 (2.87) (2.51)
All gains and losses are recognised in the Income Statement.
The total column of this statement is the Profit & Loss Account of the Company. The revenue and capital return columns
are prepared in accordance with the AIC SORP. All items in the above statement derive from continuing operations. No
operations were acquired or discontinued during the year.
There are no potentially dilutive capital instruments in issue and, therefore, no diluted earnings per share figures are relevant.
The basic and diluted earnings per share are, therefore, identical.
The accompanying Notes are an integral part of the Financial Statements.
72 I Maven Income and Growth VCT 3 PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 NOVEMBER 2024
Non-distributable reserves Distributable reserves
Year ended
30 November 2024 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 30 November 2023 11,307 25,518 719 5,489 998 14,134 1,172 59,337
Net return - - - (239) 3,382 (1,243) 588 2,488
Dividends paid 6 - - - - - (3,196) (536) (3,732)
Repurchase and
cancellation of shares
12 (280) - 280 - - (1,381) - (1,381)
Net proceeds of share issue 12 1,009 4,050 - - - - - 5,059
Net proceeds of DIS issue* 12 77 298 - - - - - 375
At 30 November 2024 12,113 29,866 999 5,250 4,380 8,314 1,224 62,146
Non-distributable reserves Distributable reserves
Year ended
30 November 2023 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 30 November 2022 10,457 19,920 346 7,422 1,050 19,974 774 59,943
Net return - - - (1,933) (52) (1,228) 398 (2,815)
Dividends paid 6 - - - - - (2,685) - (2,685)
Repurchase and
cancellation of shares
12 (373) - 373 - - (1,927) - (1,927)
Net proceeds of share issue 12 1,169 5,353 - - - - - 6,522
Net proceeds of DIS issue* 12 54 245 - - - - - 299
At 30 November 2023 11,307 25,518 719 5,489 998 14,134 1,172 59,337
*DIS represents the Dividend Investment Scheme as detailed in the Chairman’s Statement on page 11.
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. The capital reserve unrealised contains
£2,386,000 (2023: £2,742,000) of losses in relation to level 1 and level 2 investments, which could be converted to
cash, and as such, could be deemed realised.
Where all, or an element of the proceeds of sales have not been received in cash or cash equivalent (as noted on the
Realisations table on pages 31 and 32), and are not readily convertible to cash, they do not qualify as realised gains for
the purposes of distributable reserves calculations and, therefore, do not form part of distributable reserves. The split of
unrealised gains/(losses) for the year is detailed within the portfolio valuation section of Note 8.
The accompanying Notes are an integral part of the Financial Statements.
Maven Income and Growth VCT 3 PLC I 73
BALANCE SHEET
AS AT 30 NOVEMBER 2024
30 November 2024 30 November 2023
Notes £’000 £’000
Fixed assets
Investments at fair value through profit or loss 8 54,341 55,825
Current assets
Debtors 10 565 660
Cash 16 7,586 3,117
8,151 3,777
Creditors
Amounts falling due within one year 11 (346) (265)
Net current assets 7,805 3,512
Net assets 62,146 59,337
Capital and reserves
Called up share capital 12 12,113 11,307
Share premium account 13 29,866 25,518
Capital redemption reserve 13 999 719
Capital reserve - unrealised 13 5,250 5,489
Capital reserve - realised 13 4,380 998
Special distributable reserve 13 8,314 14,134
Revenue reserve 13 1,224 1,172
Net assets attributable to Ordinary Shareholders 62,146 59,337
Net asset value per Ordinary Share (pence) 14 51.31 52.48
The Financial Statements of Maven Income and Growth VCT 3 PLC, registered number 04283350, were approved and
authorised for issue by the Board of Directors and were signed on its behalf by:
Keith Pickering
Director
18 March 2025
The accompanying Notes are an integral part of the Financial Statements.
74 I Maven Income and Growth VCT 3 PLC
CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 NOVEMBER 2024
Year ended 30 November
2024
Year ended 30 November
2023
Notes £’000 £’000
Net cash flows from operating activities 15 (759) (923)
Cash flows from investing activities
Purchase of investments (11,775) (20,279)
Sale of investments 16,529 3,742
Net cash flows from investing activities 4,754 (16,537)
Cash flows from financing activities
Equity dividends paid 6 (3,732) (2,685)
Issue of Ordinary Shares 5,587 6,928
Repurchase of Ordinary Shares (1,381) (1,927)
Net cash flows from financing activities 474 2,316
Net increase/(decrease) in cash 4,469 (15,144)
Cash at beginning of year 3,117 18,261
Cash at end of year 7,586 3,117
The accompanying Notes are an integral part of the Financial Statements.
Maven Income and Growth VCT 3 PLC I 75
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2024
1. Accounting policies
The Company is a public limited company, incorporated in
England & Wales and its registered office is shown in the
Corporate Summary.
(a) Basis of preparation
The Financial Statements have been prepared on a going
concern basis and further details can be found in the
Directors’ Report on page 43. The Financial Statements
have been prepared under the historical cost convention,
as modified by the revaluation of investments and
in accordance with FRS 102, The Financial Reporting
Standard applicable in the UK and Republic of Ireland,
and in accordance with the Statement of Recommended
Practice for Investment Trust Companies and Venture
Capital Trusts (the SORP) issued by the AIC in July 2022.
(b) Income
Equity income
Dividends receivable on quoted equity shares are recognised
on the ex-dividend date. Dividends receivable on unquoted
equity shares are recognised when the Company’s right to
receive payment is established and there is no reasonable
doubt that payment will be received.
Unquoted loan stock and other preferred income
Fixed returns on non-equity shares and debt securities are
recognised when the Company’s right to receive payment
and expected settlement is established. Where interest is
rolled up and/or payable at redemption, it is recognised as
income unless there is reasonable doubt as to its receipt.
Redemption premiums
When a redemption premium is designed to protect the
value of the instrument holder’s investment rather than
reflect a commercial rate of revenue return the redemption
premium should be recognised as capital. The treatment
of redemption premiums is analysed to consider if they are
revenue or capital in nature on a company by company
basis. A revenue redemption premium of £nil (2023: £nil)
was received in the year ended 30 November 2024.
Bank interest
Deposit interest is recognised on an accruals basis using
the rate of interest agreed with the bank. Income from
unquoted loan stock and deposit interest is included on an
effective interest rate basis.
(c) Expenses
All expenses are accounted for on an accruals basis and
charged to the Income Statement. Expenses are charged
through the revenue account, except as follows:
• expenses that are incidental to the acquisition and
disposal of an investment are charged to capital;
• expenses are charged to the special distributable
reserve 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 have been
allocated 20% to revenue and 80% to the special
distributable reserve to reflect the Company’s investment
policy and prospective income and capital growth; and
• share issue costs are charged to the share premium
account.
(d) Taxation
Deferred taxation is recognised in respect of all timing
differences that have originated but not reversed at the
balance sheet date, where transactions or events that
result in an obligation to pay more tax in the future or
right to pay less tax in the future have occurred at the
balance sheet date. This is subject to the deferred tax
asset 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.
76 I Maven Income and Growth VCT 3 PLC
1. Accounting policies (continued)
(e) Investments
In valuing unlisted investments, the Directors follow the
criteria set out below. These procedures comply with the
revised IPEV Guidelines for the valuation of private equity
and venture capital investments.
Investments are recognised at their trade date and are
designated by the Directors as fair value through profit
and loss. At subsequent reporting dates, investments are
valued at fair value, which represents the Directors’ view
of the amount for which an asset could be exchanged
between knowledgeable and willing parties in an arm’s
length transaction. This does not assume that the
underlying business is saleable at the reporting date or
that its current shareholders have an intention to sell their
holding in the near future.
A financial asset or liability is generally derecognised when
the contract that gives rise to it is settled, sold, cancelled
or expires.
1. For early stage investments completed 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 companies are valued by applying a multiple
to the investee’s revenue to derive the enterprise value
of each company. Where relevant, an investee may be
valued on a discounted cashflow basis.
2. Whenever practical, recent investments will be valued
by reference to a material arm’s length transaction or a
quoted price.
3. Mature companies are valued by applying a multiple to
their maintainable earnings to determine the enterprise
value of the company.
To obtain a valuation of the total ordinary share capital
held by management and the institutional investors,
the value of third party debt, institutional loan stock,
debentures and preference share capital is deducted
from the enterprise value. The effect of any performance
related mechanisms is taken into account when
determining the value of the ordinary share capital.
4. All unlisted investments are valued individually by
Maven’s portfolio management team and discussed by
Maven’s valuation committee. The resultant valuations
are subject to detailed scrutiny and approval by the
Directors of the Company.
5. In accordance with normal market practice, investments
quoted on AIM or a recognised stock exchange are
valued at their closing bid price at the year end.
(f) Fair value measurement
Fair value is defined as the price that the Company
would receive upon selling an investment in a timely
transaction to an independent buyer in the principal or
the most advantageous market of the investment. A
three-tier hierarchy has been established to maximise the
use of observable market data and minimise the use of
unobservable inputs and to establish classification of fair
value measurements for disclosure purposes. Inputs refer
broadly to the assumptions that market participants would
use in pricing the asset or liability, including assumptions
about risk, for example, the risk inherent in a particular
valuation technique used to measure fair value including
such a pricing model and/or the risk inherent in the inputs
to the valuation technique. Inputs may be observable
or unobservable.
Observable inputs are inputs that reflect the assumptions
market participants would use in pricing the asset or
liability developed based on market data obtained from
sources independent of the reporting entity.
Unobservable inputs are inputs that reflect the reporting
entity’s own assumptions about the assumptions market
participants would use in pricing the asset or liability
developed based on best information available in the
circumstances.
The three-tier hierarchy of inputs is summarised in the
three broad levels listed below:
• Level 1 - the unadjusted quoted price in an active
market for identical assets or liabilities that the entity
can access at the measurement date;
• Level 2 - inputs other than quoted prices included
within Level 1 that are observable (i.e. developed using
market data) for the asset or liability, either directly or
indirectly; and
• Level 3 - inputs are unobservable (i.e. for which
market data is unavailable) for the asset or liability.
(g) Gains and losses on investments
When the Company sells or revalues its investments during
the year, any gains or losses arising are credited/charged
to the Income Statement.
(h) Critical accounting judgements and key sources of
estimation uncertainty
Disclosure is required of judgements and estimates made
by the Board and the Manager in applying the accounting
policies that have a significant effect on the Financial
Statements. The area involving the highest degree of
judgement and estimates is the valuation of unlisted
investments recognised in Note 8 and Note 16, and
explained in Note 1(e) above.
In the opinion of the Board and the Manager, there are no
critical accounting judgements.
Maven Income and Growth VCT 3 PLC I 77
2. Income
Year ended 30 November 2024 Year ended 30 November 2023
£’000 £’000
Income from investments:
UK franked investment income 601 459
UK unfranked investment income 527 458
1,128 917
Other income:
Deposit interest 184 240
Total income 1,312 1,157
3. Investment management fees
Year ended 30 November 2024 Year ended 30 November 2023
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Investment management fees 311 1,243 1,554 307 1,228 1,535
311 1,243 1,554 307 1,228 1,535
Details of the fee basis are contained in the Directors’ Report on page 46.
4. Other expenses
Year ended 30 November 2024 Year ended 30 November 2023
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Secretarial fees 129 - 129 122 - 122
Directors’ remuneration 87 - 87 78 - 78
Fees to Auditor 54 - 54 51 - 51
Miscellaneous expenses 143 - 143 201 - 201
413 - 413 452 - 452
Fees to the Auditor in respect of the audit of the Financial Statements were £45,120 plus VAT (2023: £42,600 plus VAT).
The ongoing charges ratio (OCR) for the year ended 30 November 2024 was 3.13% (2023: 3.25%), calculated using the
AIC recommended methodology.
This figure shows Shareholders the total recurring annual running expenses (including investment management fees
charged to capital reserve) as a percentage of the average net assets attributable to Shareholders.
During the financial year, the OCR expenses cap was reduced from 3.80% to 3.50%.
78 I Maven Income and Growth VCT 3 PLC
5. Tax on ordinary activities
Year ended 30 November 2024 Year ended 30 November 2023
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Corporation tax - - - - - -
The tax assessed for the period is at the rate of 25% (2023: 25%).
Year ended 30 November 2024 Year ended 30 November 2023
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Net return on ordinary activities before taxation 588 1,900 2,488 398 (3,213) (2,815)
Net return on ordinary activities before taxation
multiplied by standard rate of corporation tax
147 475 622 100 (803) (703)
Non taxable UK dividend income (150) - (150) (115) - (115)
Increase in excess management expenses 3 311 314 15 307 322
(Gain)/loss on investments - (786) (786) - 496 496
- - - - - -
Losses with a tax value of £1,801,390 (2023: £1,130,293) 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.
Maven Income and Growth VCT 3 PLC I 79
6. Dividends
Year ended 30 November 2024 Year ended 30 November 2023
£’000 £’000
Amounts recognised as distributions to
Shareholders in the year:
Revenue dividends
Final revenue dividend for the
year ended 30 November 2023 of 0.25p
paid on 3 May 2024 (2022: nil) 292 -
First interim revenue dividend for the
year ended 30 November 2024 of 0.20p
paid on 6 September 2024 (2023: nil) 244 -
536 -
Capital dividends
Final capital dividend for the
year ended 30 November 2023 of 1.90p
paid on 3 May 2024 (2022: 1.90p) 2,220 2,113
First interim capital dividend for the
year ended 30 November 2024 of 0.80p
paid on 6 September 2024 (2023: 0.50p) 976 572
3,196 2,685
Total dividends paid in year 3,732 2,685
Proposed dividends in respect of year:
Revenue dividends
Final revenue dividend proposed for the
year ended 30 November 2024 of 0.15p
payable on payable on 9 May 2025 (2023: 0.25p) 193 292
193 292
Capital dividends
Final capital dividend proposed for the
year ended 30 November 2024 of 2.00p
payable on payable on 9 May 2025 (2023: 1.90p) 2,578 2,220
2,578 2,220
Total proposed dividends in respect of year 2,771 2,512
80 I Maven Income and Growth VCT 3 PLC
7. Return per Ordinary Share
Year ended
30 November 2024
Year ended
30 November 2023
The returns per share have been based on the
following figures:
Weighted average number of Ordinary Shares 119,731,439 112,032,104
Revenue return £588,000 £398,000
Capital return £1,900,000 (£3,213,000)
Total return £2,488,000 (£2,815,000)
8. Investments
Year ended 30 November 2024
Investment
trusts
(quoted
prices)
£’000
AIM
(quoted
prices)
£’000
MMFs
& OEICs
(observable
inputs)
£’000
Unlisted
(unobservable
inputs)
£’000
Total
£’000
Valuation at 30 November 2023 4,881 1,284 10,027 39,633 55,825
Unrealised (gain)/loss (485) 3,222 5 (6,364) (3,622)
Cost at 30 November 2023 4,396 4,506 10,032 33,269 52,203
Movements during the year:
Transfers during the year - (241) - 241 -
Purchases - 255 5,504 6,016 11,775
Sales proceeds - (91) (8,023) (8,288) (16,402)
Realised (loss)/gain - (198) (1) 3,581 3,382
Element of gains on exits not received in
cash and not readily convertible to cash*
- - - 144 144
Cost at 30 November 2024 4,396 4,231 7,512 34,963 51,102
Unrealised gain/(loss) 837 (3,206) (17) 5,625 3,239
Valuation at 30 November 2024 5,233 1,025 7,495 40,588 54,341
Note 1(f) defines the three-tier hierarchy of investments, and the significance of the information used to determine their
fair value, which is required by Financial Reporting Standard 102 Section 11 “Basic Financial Instruments”. Investment
trusts and AIM securities are categorised as level 1, OEIC and MMF investments as level 2 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).
Sales proceeds and realised gain/(loss) also includes the accrual and or release of deferred proceeds received on sales
transactions when proceeds are not all received upfront.
During the year, C4X Discovery Holdings PLC and Crossword Cybersecurity PLC delisted from AIM, moving into unlisted
investments.
*Where all, or an element of the proceeds of sales have not been received in cash or cash equivalent (as noted on the
Realisations table on pages 31 and 32), and are not readily convertible to cash, they do not qualify as realised gains for
the purposes of distributable reserves calculations and therefore do not form part of distributable reserves.
Maven Income and Growth VCT 3 PLC I 81
8. Investments (continued)
The Portfolio Valuation 30 November 2024 30 November 2023
£’000 £’000
Investment trusts 5,233 4,881
AIM quoted equities 1,025 1,284
Total level 1 investments 6,258 6,165
MMFs 5,500 8,000
OEICs 1,995 2,027
Total level 2 investments 7,495 10,027
Unquoted unobservable equities 33,195 31,703
Unquoted unobservable fixed income 7,393 7,930
Total level 3 investments 40,588 39,633
Total 54,341 55,825
Realised gain/(loss) on historical basis 3,382 (52)
Element of gains on exits not received in cash
and not readily convertible to cash*
144 -
Net decrease in value of investments (383) (1,933)
Gain/(loss) on investments 3,143 (1,985)
*Where all, or an element of the proceeds of sales have not been received in cash or cash equivalent (as noted on the
Realisations table on pages 31 and 32), and are not readily convertible to cash, they do not qualify as realised gains for
the purposes of distributable reserves calculations and therefore do not form part of distributable reserves.
82 I Maven Income and Growth VCT 3 PLC
9. Participating Interests
At 30 November 2024, the Company held shares amounting to 20% or more of the relevant class of equity capital for the
following undertakings:
Investment
% of
class
held
% of
equity
held
Total
cost
£’000
Carrying
value
£’000
Latest
accounts
period
end
Aggregate
capital &
reserves
£’000
Profit/(loss)
after tax
for year
£’000
Adverttu Limited (trading as Drovo)
607,321 C ordinary shares 24.9 2.2 249 - 31/8/23 837 (192)
Alderley Lighthouse Labs Limited
3,933 B1 ordinary shares 24.9 6.7 249 249 31/5/24 1,251 (920)
AMufacture Limited
78,854 B ordinary shares 23.8 4.8 26 26 31/12/23 455 (35)
Automated Analytics Limited
(formerly E Sales Hub)
24,306 preferred 2 ordinary shares 35.4 1.6 247 432 30/6/23 1,315 310
Bright Network (UK) Limited
28,250 B ordinary shares 21.6 7.1 1,015 2,220 31/3/24 7,871 (1,214)
Cat Tech International Limited
17,531,640 C ordinary shares 20.7 6.0 175 - 31/12/23 (6,900) 1,881
Connected Data
Company Limited
8,281 E ordinary shares 24.9 3.9 423 423 31/3/24 283 (345)
CYSIAM Limited
38,860 B2 ordinary 49.8 5.8 249 485 30/11/23 1,412 (37)
Filtered Technologies Limited
37,279 B ordinary shares 30.0 7.6 750 - 31/12/23 1,011 (1,463)
Flow UK Holdings Limited
3,512,727 B ordinary shares 20.1 7.0 35 - 31/12/23 (5,140) (2,847)
14,181,818 C ordinary shares 21.8 7.0 142 -
Hublsoft Group Limited
5,454 A2 ordinary shares 23.2 5.5 600 750 31/12/23 6,389 (93)
Martel Instruments
Holdings Limited
54,050 B ordinary shares 28.1 12.4 69 - 31/12/23 (5,966) (419)
7,388 preference shares 29.6 12.4 7 -
McKenzie Intelligence Services
Limited (MIS)
289,907 A ordinary shares 24.9 1.6 159 403 31/3/24 1,468 (15)
Maven Income and Growth VCT 3 PLC I 83
9. Participating Interests (continued)
Investment
% of
class
held
% of
equity
held
Total
cost
£’000
Carrying
value
£’000
Latest
accounts
period
end
Aggregate
capital &
reserves
£’000
Profit/(loss)
after tax
for year
£’000
Metrion Biosciences Limited
5,331 B ordinary shares 22.8 4.4 57 57 31/12/23 5,678 (717)
50,505 B preferred ordinary shares 24.0 4.4 540 540
mypura.com Group Limited
(trading as Pura)
2,700 C1 ordinary shares 21.9 2.0 409 608 31/7/23 7,398 (2)
701 C4 ordinary shares 34.1 2.0 108 108
Orcha Health Limited
99,500 A4 preference shares 49.8 1.1 100 100 30/6/24 88 (3,257)
Precursive Limited
265,477 D ordinary shares 22.4 5.5 750 750 31/1/24 569 (771)
Sensoteq Limited
29,571 B ordinary shares 21.6 5.6 540 540 31/3/24 1,628 (1,160)
3,121 B2 ordinary shares 22.8 5.6 57 57
TC Communications
Holdings Limited
48,606 B ordinary shares 27.8 9.8 49 - 31/12/23 (5,892) (300)
508,890 C ordinary shares 35.1 9.8 51 -
The Algorithm People Limited
1,140 A ordinary shares 37.5 6.1 420 895 30/9/23 1,498 (1,285)
Whiterock Group Limited
1,790,898 B1 ordinary shares 30.0 8.0 90 90 31/12/23 991 (273)
283,559 B2 ordinary shares 28.5 8.0 14 14
Details of the equity percentages of all other holdings are shown in the Investment Portfolio Summary on pages 39 to 42.
84 I Maven Income and Growth VCT 3 PLC
10. Debtors
30 November 2024 30 November 2023
£’000 £’000
Current taxation 24 21
Other debtors 104 230
Sundry debtors 45 26
Prepayments and accrued income 392 383
565 660
11. Creditors
30 November 2024 30 November 2023
£’000 £’000
Trade creditors - 15
Accruals 346 250
346 265
12. Share capital
30 November 2024 30 November 2023
Number £’000 Number £’000
At 30 November the authorised
share capital comprised:
Allotted, issued and fully paid
Ordinary Shares of 10p each:
Balance brought forward 113,070,327 11,307 104,569,876 10,457
Ordinary Shares repurchased during the year (2,798,402) (280) (3,727,000) (373)
Ordinary Shares issued during year 10,857,693 1,086 12,227,451 1,223
121,129,618 12,113 113,070,327 11,307
During the year, 2,798,402 Ordinary Shares (2023: 3,727,000) of 10p each were repurchased by the Company at a total
cost of £1,381,062 (2023: £1,927,165) and cancelled.
Subsequent to the year end, the Company bought back 1,440,889 shares for cancellation at a cost of £702,433.
During the year, the Company issued 10,085,642 Ordinary Shares (2023: 11,684,330) pursuant to an Offer for
Subscription, at subscription prices ranging from 50.61p to 54.67p (2023: 56.27p to 59.71p) per share. The total share
issue proceeds, net of fees, were £5,058,319 (2023: £6,628,270) of which £1,008,564 (2023: £1,168,433) related to
share capital and £4,049,755 (2023: £5,459,837) share premium.
Also during the year, the Company issued 772,051 Ordinary Shares (2023: 543,121) under a DIS election at prices ranging
between 50.61p to 52.01p (2023: 53.12p to 55.71p). The total DIS issue proceeds were £375,254 (2023: £299,421) of
which £77,205 (2023: £54,312) related to share capital and £298,049 (2023: £245,109) share premium.
Subsequent to the year end, the Company issued 9,210,837 shares pursuant to an Offer of Subscription at subscription
prices ranging from 51.31p to 52.67p per share.
Maven Income and Growth VCT 3 PLC I 85
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, including £236,298 (2023: £107,047) of trail commission. This reserve is non-distributable.
Capital redemption reserve
The nominal value of shares repurchased and cancelled is represented in the capital redemption reserve. This reserve is
non-distributable.
Capital reserve - unrealised
Increases and decreases in the fair value of investments are recognised in the Income Statement and are then transferred
to the capital reserve unrealised account. This reserve is generally non-distributable other than the part of the reserve
relating to gains/(losses) attributable to readily realisable quoted investments which are distributable.
Capital reserve - realised
Gains or losses on investments realised in the year that have been recognised in the Income Statement are transferred
to the capital reserve realised account on disposal. Furthermore, any prior unrealised gains or losses on such investments
are transferred from the capital reserve unrealised account to the capital reserve realised account on disposal. This
reserve is distributable.
Special distributable reserve
The total cost to the Company of the repurchase and cancellation of shares is represented in the special distributable
reserve account. The special distributable reserve also represents capital dividends, capital investment management fees
and the tax effect of capital items. This reserve is distributable.
Revenue reserve
The revenue reserve represents accumulated profits retained by the Company that have not been distributed to
Shareholders as a dividend. This reserve is distributable.
86 I Maven Income and Growth VCT 3 PLC
14. Net asset value per Ordinary Share
The net asset value per Ordinary Share and the net asset value attributable to the Ordinary Shares at the year end,
calculated in accordance with the Articles were as follows:
30 November 2024 30 November 2023
Net asset
value per
share
p
Net asset
value
attributable
£’000
Net asset
value per
share
p
Net asset
value
attributable
£’000
Ordinary Shares 51.31 62,146 52.48 59,337
The number of shares used in the above calculation is set out in Note 12.
15. Reconciliation of net return to cash utilised by operations
Year ended
30 November 2024
£’000
Year ended
30 November 2023
£’000
Net return 2,488 (2,815)
Adjustment for:
(Gain)/loss on investments (3,143) 1,985
Operating cash flow before movement
in working capital
(655) (830)
(Increase)/decrease in prepayments (9) 9
Decrease in accruals (58) (38)
Increase in debtors (22) (79)
(Decrease)/increase in creditors (15) 15
Cash utilised by operations (759) (923)
Maven Income and Growth VCT 3 PLC I 87
16. Financial instruments
The Company’s financial instruments comprise equity and fixed interest investments, cash balances, 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 quoted 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 denominated 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.
Capital management
The Company’s capital management objectives are to support the Company’s investment objective and to ensure that
the Company will be able to continue as a going concern. The capital of the Company is its share capital and reserves
as set out in Notes 12 and 13. The Company has the authority to buy back its own shares and activity during the year is
detailed in Note 12. The Company does not have any externally imposed capital requirements.
(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 14. 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
Analysis of Unlisted and Quoted Portfolio, the Investment Manager’s Review, the Summary of Investment Changes, the
Investment Portfolio Summary and the Largest Investments by Valuation.
(ii) Interest rate risk
Some of the Company’s financial assets are interest bearing, some of which are at fixed rates and some at variable. As
a result, the Company is subject to exposure to interest rate risk due to fluctuations in the prevailing levels of market
interest rates on variable rate deposits.
The interest rate risk profile of financial assets at the balance sheet date was as follows:
At 30 November 2024
Fixed interest
£’000
Floating rate
£’000
Non interest bearing
£’000
Sterling
AIM - - 1,025
Investment trusts - - 5,233
MMFs - 5,500 -
OEICs - 1,995 -
Unlisted 7,393 - 33,195
Cash - 7,586 -
7,393 15,081 39,453
2,517 5,898 -28,255
88 I Maven Income and Growth VCT 3 PLC
16. Financial instruments (continued)
(ii) Interest rate risk (continued)
At 30 November 2023
Fixed interest
£’000
Floating rate
£’000
Non interest bearing
£’000
Sterling
AIM - - 1,284
Investment trusts - - 4,881
MMFs - 8,000 -
OEICs - 2,027 -
Unlisted 7,930 - 31,703
Cash - 2,361 756
7,930 12,388 38,624
The unlisted fixed interest assets have a weighted average life of 0.77 years (2023: 0.62 years) and a weighted average
interest rate of 10.23% (2023: 10.36%).
The non-interest bearing assets represent the equity element of the portfolio.
The floating rate investments comprise cash held on interest bearing deposit accounts, MMFs and OEICs. These assets are
earning interest at prevailing money market rates. The benchmark rate which determines the rate of interest receivable
on cash is the bank base rate, which was 4.75% at 30 November 2024 (2023: 5.25%) whilst MMFs and OEICs are
determined by the Sterling Overnight Index Average (SONIA). A 1.00% increase or decrease in the base rate would mean
an increase or decrease of interest received in the year of £150,810 (2023: £123,880). The impact of a change of 1.00%
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.
All assets and liabilities of the Company are included in the Balance Sheet at fair value.
Maven Income and Growth VCT 3 PLC I 89
16. Financial instruments (continued)
Maturity profile
The maturity profile of the Company’s fixed interest financial assets at the balance sheet date was as follows:
At 30 November 2024
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 6,037 - 135 848 373 7,393
6,037 - 135 848 373 7,393
At 30 November 2023
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 6,912 - - 253 765 7,930
6,912 - - 253 765 7,930
(iii) Liquidity risk
Due to their nature, unlisted investments may not be readily realisable and, therefore, a portfolio of listed assets, MMFs,
OEICs and cash is held to offset this liquidity risk. Note 1(f) details the three-tier hierarchy of inputs used as at 30
November 2024 in valuing the Company’s investments carried at fair value.
Cash balances are divested amongst four reputable banks with high quality external credit ratings to maximise interest
yields on undeployed funds.
(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 direct credit risk amounted to the following:
30 November 2024
£’000
30 November 2023
£’000
Investments in unlisted debt securities 7,393 7,930
Cash 7,586 3,117
14,979 11,047
90 I Maven Income and Growth VCT 3 PLC
16. Financial instruments (continued)
All assets that are traded on a recognised exchange, including AIM quoted securities and investment trusts, are held by
JPMorgan Chase, the Company’s Custodian, along with OEICs and certain MMF investments. Some MMF investments are
made directly. Cash balances are held by Barclays Bank, Coutts, JPMorgan Chase and Virgin Money. 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.
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.
The Company has indirect exposure to credit risks from the underlying securities held by the MMFs and OEICs. These
instruments are held purely for liquidity purposes and the Manager ensures that credit risk is mitigated through
diversifying the portfolio to minimise the risk of default of any one issuer.
There were no significant concentrations of credit risk to counterparties at 30 November 2024 or 30 November 2023.
(v) Price risk sensitivity
The following details the Company’s sensitivity to a 10% increase and decrease in the market prices of AIM quoted
securities, with 10% being the Manager’s assessment of a reasonable possible change in market prices.
At 30 November 2024, if market prices of listed Main Market and AIM quoted securities had been 10% higher or lower
with all other variables held constant, the increase or decrease in net assets attributable to Shareholders for the year
would have been £102,500 (2023: £128,400), due to the change in valuation of financial assets at fair value through
profit or loss.
At 30 November 2024, if market prices of investment trusts had been 10% higher or lower and with all other variables
held constant, the increase of decrease in net assets attributable to Ordinary Shareholders for the year would have been
£523,300 (2023: £488,100) due to the change on valuation of financial assets at fair value through profit or loss.
At 30 November 2024, 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 Shareholders for the year would have been £4,058,800
(2023: £3,963,300), due to the change in valuation of financial assets at fair value through profit or loss.
At 30 November 2024, 65.3% (2023: 66.8%) of the Company’s net assets 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 issues such as the cost of living crisis, disruptions to the global supply chain
and implications following the UK’s exit from the EU.
17. Related party transactions
Maven Capital Partners UK LLP (Maven) is deemed to be a related party of the Company, as Bill Nixon, a Director of the
Company, is also managing partner of Maven. The Company has employed Maven throughout the period as Manager.
The Company has been charged £1,553,849 by Maven as a management fee in the year to 30 November 2024 (2023:
£1,534,821). The management fee is payable quarterly and is based on 2.5% of net assets at quarterly intervals.
The Company has also been charged £nil by Maven as a performance fee in the year to 30 November 2024 (2023: £nil).
The performance fee is payable bi-annually and is based on the movement in net assets from the previous fee payment
(high water-mark), also taking into consideration share capital movements and dividend payments.
The Company has employed Maven throughout the period as Secretary. The Company has been charged £128,845 by
Maven as a secretarial fee in the year to 30 November 2024 (2023: £122,356). The secretarial fee is payable quarterly,
is based on the previous year fees, and reflects an uplift for RPI.
18. Post Balance Sheet Event
Following a period of disappointing trading, and despite attempts by the Manager to pursue an orderly sales process, in
February 2025, Real World Health was placed into administration.
Maven Income and Growth VCT 3 PLC I 91
Notice is hereby given that the Annual General Meeting of Maven Income and Growth VCT 3 PLC (the
Company: Registered in England and Wales with registered number 04283350) will be held at the offices of
Maven Capital Partners UK LLP, 6th Floor, Saddlers House, 44 Gutter Lane, London EC2V 6BR at 11.30 am on
Thursday, 1 May 2025 for the purposes of considering and, if thought fit, passing the following Resolutions:
Ordinary Resolutions
1. To receive the Directors’ Report and audited Financial Statements for the year ended 30 November 2024.
2. To approve the Directors’ Remuneration Report for the year ended 30 November 2024.
3. To approve a final dividend of 2.15p per ordinary share of 10p each in the capital of the Company (Ordinary
Shares) for payment on 9 May 2025 to Shareholders on the register at the close of business on 28 March 2025.
4. To re-elect David Allan as a Director.
5. To re-elect Bill Nixon as a Director.
6. To re-elect Keith Pickering as a Director.
7. To re-elect David Priseman as a Director.
8. To re-appoint Johnston Carmichael LLP as Auditor of the Company.
9. To authorise the Directors to fix the remuneration of the Auditor.
10. 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 shares in the Company, or
grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal
amount of £1,288,995 (representing 10% of the total Ordinary Share capital in issue on 14 March 2025 and
equivalent to 12,889,950 Ordinary Shares) 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 from 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.
NOTICE OF ANNUAL GENERAL MEETING
92 I Maven Income and Growth VCT 3 PLC
Special Resolutions
11. 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:
(a) of equity securities in connection with an offer of such securities by way of a rights issue only to holders of
Ordinary Shares in proportion (as nearly as practicable) to their respective holdings of such Ordinary 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; and
(b) (other than under paragraph (a) above) of equity securities up to an aggregate nominal amount not
exceeding £1,288,995 (representing 10% of the total Ordinary Share capital in issue on 14 March 2025 and
equivalent to 12,889,950 shares) and 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, 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.
12. THAT the Company be and is hereby generally and, subject as 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:
(a) the maximum number of Ordinary Shares hereby authorised to be purchased is 12,889,956 Ordinary Shares,
representing approximately 10% of the Company’s issued Ordinary Share capital as at 14 March 2025;
(b) the minimum price, exclusive of expenses that may be paid for an Ordinary Share shall be 10p per share;
(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 Shares 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
(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.
13. 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
6th Floor
Saddlers House
44 Gutter Lane
London EC2V 6BR
18 March 2025
Maven Income and Growth VCT 3 PLC I 93
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 29 April 2025
(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 Act, is available
from mavencp.com/migvct3.
Attending in Person
3) If you wish to attend the Meeting in person, please bring some form of 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 the 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 that 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 11.30 am on 29 April 2025 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.
94 I Maven Income and Growth VCT 3 PLC
Appointment of a Proxy On-line
10) You may submit your proxy electronically using the Maven Proxy Voting App at: maven3-agm.city-proxyvoting.
uk. Shareholders can use this service to vote or appoint a proxy on-line. 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 form
of proxy 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 euroclear.com/en.html). 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 11.30 am on 29 April 2025.
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.
Maven Income and Growth VCT 3 PLC I 95
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 14 March 2025, the Company’s issued share capital comprised 128,899,566 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 14 March 2025 is 128,899,566. 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.
96 I Maven Income and Growth VCT 3 PLC
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 3 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 enquiries@mavencp.com
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 and 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
• emailing enquiries@mavencp.com, stating “AGM” in the subject field.
Registered in England and Wales: Company Number 04283350
Maven Income and Growth VCT 3 PLC I 97
Resolution 1 – Annual Report and Financial Statements
The Directors seek approval to receive the Directors’ Report and audited Financial Statements for the year ended
30 November 2024, which are included within the Annual Report.
Resolution 2 – Directors’ Remuneration Report
The Board seeks approval for the Directors’ Remuneration Report for the year ended 30 November 2024, which is
also included within the Annual Report.
Resolution 3 – Final Dividend
The Company’s Shareholders will be asked to approve the payment of a final dividend of 2.15p per Ordinary Share
for the year ended 30 November 2024, to be paid on 9 May 2025 to Shareholders on the register at the close of
business on 28 March 2025.
Resolution 4 – Re-election of Director
David Allan will retire at the AGM and is proposed for re-election by the Company’s Shareholders.
Resolution 5 – Re-election of Director
Bill Nixon will retire at the AGM and is proposed for re-election by the Company’s Shareholders.
Resolution 6 – Re-election of Director
Keith Pickering will retire at the AGM and is proposed for re-election by the Company’s Shareholders.
Resolution 7 – Re-election of a Director
David Priseman will retire at the AGM and is proposed for re-election by the Company’s Shareholders.
Resolutions 8 and 9 – Re-appointment and Remuneration of Auditor
The Company must appoint an auditor at each general meeting at which accounts are presented to Shareholders,
to hold office until the conclusion of the next such meeting. Resolution 8 seeks Shareholder approval to re-appoint
Johnston Carmichael LLP as the Company’s Auditor. In accordance with normal practice, Resolution 9 seeks
authority for the Directors to determine the Auditor’s remuneration.
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.
98 I Maven Income and Growth VCT 3 PLC
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 £1,288,995. This amounts to 12,889,950 Ordinary Shares, representing approximately
10% of the issued share capital of the Company in issue as at 14 March 2025 (this being the latest practicable date
prior to the 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. The authority conferred by Resolution 11 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 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 12,889,956 Ordinary Shares of the Company (representing approximately 10% of the
issued share capital as at 14 March 2025, this being the latest practicable date prior to the publication of this
Annual Report). 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 sold for cash or cancelled. At the date of this notice 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 or on the passing of 15 months from the passing of the Resolution, whichever is the first to occur.
The Board may use this authority to allow the Company to continue to operate its share buy-back policy.
Resolution 13 – Notice of General Meetings
Resolution 13, which would be effective until the Company’s next AGM, seeks approval to allow the Company to
call general meetings, other than annual general meetings, on 14 days’ clear notice. 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.
Maven Income and Growth VCT 3 PLC I 99
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
preceding year end.
Yield calculation 30 November 2024 30 November 2023
Dividends paid or proposed per Ordinary Share for the year (a) 3.15 p 2.65p
NAV from previous year end (b) 52.48p 57.32p
Annual yield = (a / b)*100 6.00% 4.62%
DISCOUNT/PREMIUM TO NAV*
A discount is the percentage by which the mid-market price of an Ordinary Share is lower than the NAV per
Ordinary Share. A premium is the percentage by which the mid-market price exceeds the NAV per Ordinary Share.
Discount calculation 30 November 2024 30 November 2023
NAV per Ordinary Share (a) 51.31p 52.48p
Closing mid-market share price (b) 50.00p 50.00p
Discount = (a - b) /a *100 2.55% 4.73%
DISTRIBUTABLE RESERVES
Comprises capital reserve (realised), revenue reserve and special distributable reserve. Within capital reserve
(unrealised), there is an element of distributable reserves in relation to level 1 and level 2 investments, which can
readily be converted to cash and could be considered realised.
DIVIDEND PER ORDINARY SHARE
The total of all dividends per Ordinary Share paid or proposed by the Company in respect of the financial year.
DIVIDEND PAID PER ORDINARY SHARE PAID TO DATE*
The total of all dividends per Ordinary Share paid to date by the Company.
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.
100 I Maven Income and Growth VCT 3 PLC
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 calculation 30 November 2024 30 November 2023
NAV (a) £62,146,000 £59,337,000
Ordinary Shares in issue (b) 121,129,618 113,070,327
NAV per Ordinary Share = (a / b)*100 51.31p 52.48p
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.
30 November 2024 30 November 2023
NAV per Ordinary Share (a) 51.31p 52.48p
Dividends paid per Ordinary Share to date (b) 100.72p 97.57p
NAV total return = a + b 152.03p 150.05p
NET ASSETS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS OR SHAREHOLDERS’ FUNDS (NAV)
Total assets less current and long-term liabilities.
ONGOING CHARGES RATIO*
The total recurring annual running expenses (including management fees, but excluding performance fees charged
to the capital reserve) as a percentage of the average net assets attributable to Shareholders.
30 November 2024 30 November 2023
Investment management fees £1,554,000 £1,535,000
Other expenses £413,000 £452,000
Total fees/expenses (a) £1,967,000 £1,987,000
Average annual NAV (b) £62,855,000 £61,198,000
Ongoing charges ratio = (a / b)*100 3.13% 3.25%
Maven Income and Growth VCT 3 PLC I 101
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.
SHARE PRICE 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.
UNREALISED GAINS/LOSSES
The profit/loss on the revaluation of the investment portfolio at the end of the year.
102 I Maven Income and Growth VCT 3 PLC
YOUR NOTES
Maven Income and Growth VCT 3 PLC I 103
DIRECTORS
Keith Pickering (Chairman)
David Allan
Bill Nixon
David Priseman
MANAGER AND SECRETARY AND PRINCIPAL PLACE OF BUSINESS
Maven Capital Partners UK LLP
Kintyre House
205 West George Street
Glasgow G2 2LW
Telephone: 0141 306 7400
Email: enquiries@mavencp.com
REGISTERED OFFICE
6th Floor
Saddlers House
44 Gutter Lane
London EC2V 6BR
REGISTERED IN ENGLAND AND WALES
Company Registration Number: 04283350
Legal Entity Identifier: 213800WT2ILF5PBCB432
TIDM: MIG3
ISIN: GB0031153769
WEBPAGE
mavencp.com/migvct3
REGISTRAR
The City Partnership (UK) Limited
The Mending Rooms
Park Valley Mills
Meltham Road
Huddersfield HD4 7BH
Email: mavencp@city.uk.com
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
Johnston Carmichael LLP
BANKER
JPMorgan Chase Bank
STOCKBROKERS
Shore Capital Stockbrokers Limited
Telephone: 020 7647 8132
VCT ADVISER
Philip Hare & Associates LLP
CONTACT INFORMATION
Maven Capital Partners
Kintyre House
205 West George Street
Glasgow G2 2LW
0141 306 7400
mavencp.com
Maven Capital Partners UK LLP (a subsidiary of Mattioli Woods Limited)
Authorised and Regulated by The Financial Conduct Authority
@maven-cp