Maven Income
And Growth
VCT 3 PLC
Annual Report for the year
ended 30 November 2025
02 / 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
2031 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
03 / Maven Income and Growth VCT 3 PLC
02 / Corporate Summary
04 / Financial Highlights
07 / Your Board
09 / Chairman’s Statement
15 / Business Report
23 / Portfolio Analysis
24 / Investment Manager’s Review
34 / Largest Investments by Valuation
40 / Investment Portfolio Summary
44 / Directors’ Report
51 / Directors’ Remuneration Report
55 / Statement of Corporate Governance
61 / Statement of Directors’ Responsibilities
62 / Report of the Audit & Risk Committee
65 / Independent Auditor’s Report to the Members
of Maven Income and Growth VCT 3 PLC
72 / Income Statement
73 / Statement of Changes in Equity
74 / Balance Sheet
75 / Cash Flow Statement
76 / Notes to the Financial Statements
94 / Notice of Annual General Meeting
100 / Explanatory Notes to the
Notice of Annual General Meeting
102 / Glossary
105 / Your Notes
107 / Contact Information
STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE REPORT
ANNUAL GENERAL MEETING &
ADDITIONAL INFORMATION
01
03
02
04
IN THIS REPORT
04 / Maven Income and Growth VCT 3 PLC
AS AT 30 NOVEMBER 2025
NAV Total Return Performance
1
*
The above chart shows the NAV total return per Ordinary Share and dividends paid as at 30 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
0
20
40
60
80
100
120
140
160
180
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(p)
NAV Total Return Performance
1*
Dividends paid as at the year end NAV total return
Proposed final dividend
per Ordinary Share
0.60p
Dividends paid*
per Ordinary Share
104.87p
Net asset value
(NAV)
£65.82m
NAV
per Ordinary Share
47.95p
NAV total return
1
*
per Ordinary Share
152.82p
Annual yield
2
*
7.02%
05 / Maven Income and Growth VCT 3 PLC
FINANCIAL HISTORY
30 November
2025
30 November
2024
30 November
2023
NAV £65,818,000 £62,146,000 £59,337,000
NAV per Ordinary Share 47.95p 51.31p 52.48p
Dividends paid or proposed per Ordinary
Share for the year
3.60p 3.15p 2.65p
Dividends paid per Ordinary Share* 104.87p 100.72p 97.57p
NAV total return per Ordinary Share
1
*
152.82p 152.03p 150.05p
Share price
3
44.00p 50.00p 50.00p
Discount to NAV
*
8.24% 2.55% 4.73%
Annual yield
2
*
7.02% 6.00% 4.62%
Ongoing charges ratio (OCR)
*
3.14% 3.13% 3.25%
Ordinary Shares in issue 137,260,216 121,129,618 113,070,327
DIVIDENDS
Year ended 30 November
Payment
date
Interim/
final
Payment
(p)
Annual
payment
(p)
Annual
yield (%)
2
*
2003 - 2020 89.17
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
9 May 2025 Final 2.15 3.15 6.00
2025 29 August 2025 Interim 2.00
Total dividends paid as at
the year end
104.87
2025 16 January 2026 Second interim 1.00
15 May 2026 Proposed final 0.60 3.60 7.02
Total dividends paid or proposed
since inception
106.47
1
Sum of current NAV per Ordinary Share and dividends paid per Ordinary Share as at the year end (excluding initial tax relief).
2
In line with the dividend policy outlined on page 11 of this Annual Report, this is based on the dividends paid or proposed per
Ordinary Share for the financial year expressed as a percentage of 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 102 to 104 of this
Annual Report. The principal Key Performance Indicators (KPIs) are highlighted in the Business Report on page 18.
06 / Maven Income and Growth VCT 3 PLC
SUMMARY OF INVESTMENT CHANGES
YEAR ENDED 30 NOVEMBER 2025
Valuation
30 November 2024
Restated
*
Net investment/
(disinvestment)
Appreciation/
(depreciation)
Valuation
30 November 2025
£’000 % £’000 £’000 £’000 %
Unlisted investments
1
Equities 33,195 53.4 1,727 2,093 37,015 56.2
Loan stock 7,393 11.9 (1,169) (553) 5,671 8.6
40,588 65.3 558 1,540 42,686 64.8
AIM investments
2
Equities 1,025 1.6 (343) 64 746 1.1
Other investments
3
OEICs 1,995 3.2 - 1 1,996 3.0
Investment trusts 5,233 8.4 (351) 384 5,266 8.0
Total investments 48,841 78.5 (136) 1,989 50,694 76.9
Cash and cash equivalents
4
13,086 21.1 1,923 - 15,009 22.9
Other net assets 219 0.4 (104) - 115 0.2
Net assets 62,146 100.0 1,683 1,989 65,818 100.0
*
FurtherdetailsoftherestatementcanbefoundinNote19onpage93.
1
These movements include £450,737 of transfers from Alternative Investment Market (AIM) quoted into unlisted equity holdings
following the delisting of investee companies as listed in Note 8 on page 81 of the Annual Report.
2
Shares traded on the AIM and the Main Market of the London Stock Exchange.
3
These holdings represent part of the treasury management portfolio, which includes permitted non-qualifying holdings in
investment trusts, open-ended investment companies (OEICs) and Money Market Funds (MMFs) which are included in cash and
cash equivalents.
4
The opening cash and cash equivalents balance of £13,086,000 has been restated to now include £5,500,000 of MMFs
which were previously classified within investments. Given the liquid nature of this instrument type, it has been deemed more
appropriate to classify as a cash and cash equivalent.
07 / Maven Income and Growth VCT 3 PLC
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.
Last re-elected to the Board: 1 May 2025
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: 65,023 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 has recently retired as a partner at
Alantra Corporate Finance UK, formerly Catalyst Corporate Finance (which he founded
in 1998), after playing a major role in the growth of Catalyst and subsequent sale of the
business to the Alantra Group, a Spanish listed mid-market investment bank. He has
now taken a role as head of acquisitions for the Nonwovenn Group, a UK headquartered
technical materials development and manufacturing business. 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.
Last re-elected to the Board: 1 May 2025
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: 348,973 Ordinary Shares (Shareholding at 30 November
2025 was 242,386 Ordinary Shares, with a further 106,587 Ordinary Shares allotted on
17 February 2026).
Keith Pickering
Chairman and Independent Non-executive Director
08 / Maven Income and Growth VCT 3 PLC
Relevant experience and other directorships: Bill was previously the fund manager of
your Company and retired from that role at the end of 2025. On 1 March 2026 he was
appointed Chair of Maven Capital Partners UK LLP (Maven), having previously been
managing partner since inception. He has over 45 years’ experience in banking and
private equity, 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.
Last re-elected to the Board: 1 May 2025
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: 1,843,337 Ordinary Shares (Shareholding at 30 November
was 1,416,989 Ordinary Shares, with a further 426,348 Ordinary Shares allotted to him and
his spouse on 17 February 2026).
Bill Nixon
Non-executive Director
Relevant experience and other directorships: David has over 35 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 regtech business
Astuta Limited. 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.
Last re-elected to the Board: 1 May 2025
Committee Member: Audit & Risk (Chair), Management Engagement,
Nomination and Remuneration.
Employment by Manager: None
Shared directorships with other Directors: None
Shareholding in the Company: 50,103 Ordinary Shares (Shareholding at 30 November
was 39,445 Ordinary Shares, with a further 10,658 allotted on 17 February 2026).
David Priseman
Independent Non-executive Director
09 / Maven Income and Growth VCT 3 PLC
CHAIRMAN’S
STATEMENT
Overview
On behalf of your Board, I am pleased to announce the results for the
financial year to 30 November 2025, which demonstrate that your Company
has made further positive progress. The improvement in NAV total return
reflects the maturing profile of the private equity portfolio, where an
increasing number of companies are delivering sustained revenue growth
and achieving scale, which has resulted in uplifts to valuations and
acquisition interest from global trade and private equity buyers. The success
of the 2024 fundraising provided liquidity to continue the investment
strategy and, alongside 19 follow-on investments into existing portfolio
companies, it is encouraging to report that five new private companies were
added to the portfolio during the year.
There continues to be a healthy level of exit activity, with two profitable
private company sales completing during the year. Consistent with the
Board’s objective of maintaining a programme of regular Shareholder
payments, the majority of the cash proceeds received from these exits was
distributed to Shareholders through the two interim dividends. The Directors
are pleased to propose a final dividend of 0.60p per Ordinary Share. This
takes the annual dividend to 3.60p per Ordinary Share, representing a yield
of 7%, and a meaningful excess to the annual target of 6%.
This positive progress has been achieved during a year in which UK economic growth
has remained subdued, impacted by ongoing geopolitical events and increased costs
levied on businesses by the 2024 Autumn Budget Statement. While inflation remains
unpredictable, it stabilised through the latter part of the financial year and this, coupled
with successive interest rate cuts, has potentially created a more benign outlook for the
year ahead, although the recent conflict in the Middle East could impact this.
As Shareholders may be aware, the 2025 Autumn Budget Statement introduced
specific changes to the rules governing VCTs. Positively, and consistent with industry
campaigning, the Chancellor announced that the annual and lifetime investment
limits, and the gross assets test, for VCT qualifying companies would be doubled.
The Board welcomes these upward revisions, as the new limits more accurately
reflect the funding requirements of ambitious and entrepreneurial SMEs. Increasing
the investment limits provides your Company with greater flexibility to support VCT
qualifying companies as they scale, while the expansion of the gross assets test
creates a larger pool of VCT qualifying companies in which your Company can invest.
However, the Statement also announced the initial income tax relief available for
VCT shares, issued on or after 6 April 2026, would be reduced from 30% to 20%.
The reduction in tax relief is disappointing, and the Manager has actively contributed
to the Government’s call for evidence, making the case that this change should be
reversed. The Manager will also remain involved in discussions with policy makers
and industry bodies, providing evidence to support the important role VCT funding
plays in financing fast growing SMEs across the UK, which are a fundamental
contributor to the Government’s stated aim of delivering economic growth.
Portfolio Review
Your Company’s portfolio comprises investments in both private and AIM listed
companies with the private company portfolio representing the vast majority of
invested value and being the focus of new investment activity.
The private company portfolio now extends to over 60 growth focused companies,
providing access to a wide range of dynamic and emerging sectors such as Software-
as-a-Service (SaaS), cyber security, data analytics, regtech, fintech and precision
engineering, with limited direct exposure to sectors that are more likely to be
impacted by any reduction in discretionary consumer spending. It is also worthwhile
noting that the portfolio is relatively well insulated from the impact of US tariffs, with
only a small number of companies exporting goods to the US.
HIGHLIGHTS
NAV total return
at the year end of
152.82p per Ordinary
Share (2024: 152.03p)
NAV at the year
end of 47.95p per
Ordinary Share (2024:
51.31p)
£5.0 million deployed
in new and follow-on
investments
Two profitable
private company
exits completed,
with a material
partial realisation
completing shortly
after the period end
Interim dividends,
for the year, totalling
3.00p per Ordinary
Share paid
Final dividend of
0.60p per Ordinary
Share proposed for
payment on 15 May
2026, taking the
annual yield to 7%
(2024: 6%)
Offer for Subscription
launched in
September 2024
closed early, fully
subscribed and
raising £10 million
New Offer for
Subscription
launched in
October 2025,
with £7.4 million
raised as at the date
of this Annual Report
10 / Maven Income and Growth VCT 3 PLC
Consequently, strong momentum has been achieved across the private company portfolio during the financial year,
with two successful exits completed and a growing proportion of investee companies maturing and achieving scale,
resulting in 23 now being profitable. Alongside this positive progress, and as is inherent in the nature of early stage
investment, despite the best efforts of the Manager, three portfolio companies entered administration. While this is
disappointing, it reflects the risk profile of early stage investment, and reinforces the benefit of maintaining a large
and diversified portfolio of investments to help mitigate this.
Turning to AIM, market conditions have continued to be challenging, with investor appetite for smaller listed
companies remaining subdued and limited new VCT qualifying investment opportunities. As a result, the value
of your Company’s AIM portfolio has declined, and now only accounts for around 1% of NAV. The Board and
the Manager will retain a cautious approach to AIM investment. Whilst the Manager will continue to review
opportunities, it is unlikely that there will be any further new AIM investments except in situations where there is a
convincing and capital light business case, or where the Manager believes there is an opportunity for early share
price arbitrage.
Therefore, in line with your Company’s investment strategy, the core focus of the Manager and the Board remains
on working closely with the management teams of existing portfolio companies, assisting them in growing value,
culminating in achieving profitable exits while continuing to steadily expand the portfolio through the selective
addition of private companies with high growth potential, that operate across a diverse range of dynamic sectors.
In support of this focus, the Manager continues to see good demand for growth capital across its network of
regional offices and, during the year, added five new private companies to the portfolio, at an aggregate investment
of £2.5 million. The provision of additional capital to support existing portfolio companies is an increasingly
important element of the investment strategy and, during the year, £2.5 million of follow-on funding was provided
to 19 portfolio companies. In most cases this was where businesses were making commercial progress and
additional funding was required to help accelerate growth. For others, where progress was behind plan, funding
was agreed to provide a longer runway over which commercial objectives could be achieved and was released in
tranches upon meeting specific milestones.
During the year, your Company completed two profitable private company exits. In early July 2025, the realisation
from crematoria operator Horizon Ceremonies completed, generating an initial return of 2.4x cost and cash proceeds
of over £3 million, with potential for a further deferred element, contingent on the receipt of planning approval at two
identified sites. In November 2025, the exit from specialist mechanical and electrical maintenance contractor DPP
completed, generating a total return of 2.1x cost including all yield payments and over £1.6 million in cash. It is worth
noting that both these investments were longer term holdings, where the Manager played a hands on role in assisting
the management teams, over many years ahead, of being able to position the businesses for the profitable exits that
were achieved this year. Further detail on these two exits can be found in the Investment Manager’s Review on page
25 of this Annual Report.
Post the period end, a partial realisation of your Company’s largest investment by value, artificial intelligence
(AI) enabled contract software specialist Summize was achieved with a syndicate of UK private equity investors
providing £40 million to fund Summize’s next phase of growth. The transaction included funding from Maven’s
Regional Buyout Fund II, alongside two new institutional investors, with your Company also completing a new VCT
qualifying investment as part of this larger funding round. Through this transaction, the Manager negotiated a
partial exit which generated an initial return for your Company of 3.6x cost, comprising cash alongside a substantial
retained equity stake.
This transaction is a continuation of the partial exit strategy that was recently utilised with MirrorWeb, Novatus
Global and Quorum Cyber, which also achieved rapid growth during your Company’s period of investment and
secured significant third party funding to help accelerate their business plans. The Directors support this approach,
as it provides liquidity to help fund Shareholder distributions, while allowing your Company to remain invested in
those companies that have the ability to become larger and more valuable assets.
Shareholders will find additional details of the key developments across the portfolio in the Investment Manager’s
Review on pages 24 to 33 of this Annual Report.
Valuation Methodology
The Board and the Manager continue to apply the International Private Equity and Venture Capital Valuation (IPEV)
Guidelines as the central methodology for all private company valuations. The IPEV Guidelines are the prevailing
framework for fair value assessment in the private equity and venture capital industry. The IPEV Guidelines
are updated periodically to ensure that they continue to reflect best practice and remain aligned with evolving
accountancy standards and regulatory guidance, as well as reflecting developments within the wider market. The
most recent update (December 2025) incorporated limited changes to the existing valuation framework, adding
guidance on the impact of ESG and sustainability on valuation methodologies, and the use of AI enabled valuation
11 / Maven Income and Growth VCT 3 PLC
models. With respect to the use of AI models for valuing unlisted investments, IPEV concluded that while they
can be a useful tool to augment the valuation process, they do not replace human professional judgement and
scepticism. It should be noted that the Manager does not currently utilise any such AI tools when valuing the
unlisted portfolio.
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 19 of this Annual Report and in Note 1 to the Financial Statements on page 77. The principal Key Performance
Indicators (KPIs) are outlined in the Business Report on page 18 and a summary of the Alternative Performance
Measures (APMs) is included in the Financial Highlights on page 5, with definitions of terms contained in the
Glossary on pages 102 to 104.
Treasury Management Strategy
The Board and the Manager maintain a proactive treasury management strategy,where the objective remains to
optimise the income generated from cash held prior to investment in VCT qualifying companies, whilst meeting the
requirements of the Nature of Income condition. This is a mandatory part of the VCT legislation which stipulates that
not less than 70% of a VCT’s income must be derived from shares or securities, as opposed to bank interest income.
Central to this well established approach to treasury management is a focus on maintaining a diversified portfolio
of permitted non-qualifying holdings that have strong fundamentals and attractive income characteristics. The core
holdings include carefully selected money market funds (MMFs), open-ended investment companies (OEICs) and
London Stock Exchange listed investment trusts, with the remaining cash held on deposit across several UK banks
to minimise counterparty risk. This approach ensures ongoing compliance with the Nature of Income condition,
whilst also providing your Company with a healthy stream of incomethat currently generates a blended annualised
yieldof over 3.5% across the combined treasury management portfolio and uninvested cash.
This is a dynamic portfolio, which remains under close and regular review. Over time, the size and structure of
this portfolio may vary depending on your Company’s rate of investment, the quantum of cash proceeds realised
through exits and the overall liquidity level, whilst also taking into consideration relevant macroeconomic or market
factors. Full details of the treasury management holdings at the year end are shown in the Investment Portfolio
Summary on pages 40 to 43 of this Annual Report.
Dividend Policy
The Directors understand the importance of regular tax free distributions to Shareholders and, as announced in the
2024 Annual Report, enhanced the dividend policy at the end of the 2024 financial year by increasing the target
annual yield from 5% to 6% of 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 increases, the timing of distributions will be
closely linked to realisation activity, whilst also reflecting the requirement to maintain the VCT qualifying level.
Interim Dividends and Proposed Final Dividend
In line with the dividend policy, and following the realisation from Horizon Ceremonies in early July 2025, the
Directors were pleased to announce an increased interim dividend of 2.00p per Ordinary Share, for the year ended
30 November 2025, which was paid on 29 August 2025 to those Shareholders on the register at 25 July 2025. In
addition, following the sale of DPP in November 2025, a second interim dividend of 1.00p per Ordinary Share, for
the year ended 30 November 2025, was paid on 16 January 2026 to those Shareholders on the register at
12 December 2025.
The Directors are pleased to propose that a final dividend of 0.60p per Ordinary Share, in respect of the year ended
30 November 2025, be paid on 15 May 2026 to Shareholders who are on the register at 17 April 2026. This will
bring the annual dividend to 3.60p per Ordinary Share, representing a yield of 7% 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 106.47p per Ordinary Share, will have been paid in tax free distributions. It should be noted that
payment of a dividend reduces the NAV by the total amount of the distribution.
The Board is aware that there are a number of unclaimed dividends and wishes to remind Shareholders that it is
their responsibility to ensure that the Company’s Registrar (The City Partnership) has the correct contact and bank
account details to allow for the timely payment of dividends. Shareholders are advised to check that they have
received dividends and to contact the Registrar if they have not.
12 / Maven Income and Growth VCT 3 PLC
Dividend tax vouchers are available to download from the Registrar’s investor hub atmaven-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 each 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 2025 final dividend, to be paid on 15
May 2026, the mandate form must be received by the Registrar before 1 May 2026, this being the relevant dividend
election date. The mandate form, terms and conditions and full details of the scheme (including tax considerations)
are available on the Company’s webpage at mavencp.com/migvct3. Shareholders can also elect to participate in
the DIS 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.
Distributable Reserves
At a general meeting of the Company, held on 13 November 2025, Shareholders approved special resolutions
to cancel the share premium account and the capital redemption reserve, pursuant to the Companies Act 2006,
to create a further pool of distributable reserves that can be used for future dividends or any other applicable
purpose. On 28 January 2026, by an Order of the High Court of Justice, the share premium account and the
capital redemption reserve were cancelled, and the Court Order was registered by the Registrar of Companies
on 31 January 2026, at which point, the cancellation became effective.
Whilst the level of distributable reserves has increased by £39.2 million, the quantum and timing of dividend
payments will continue to be closely linked to realisation activity while also reflecting the requirement to maintain
the Company’s VCT qualifying level.
Fund Raising and Offer for Subscription
On 1 April 2025, the Offer for Subscription, which was launched in September 2024, closed early, fully subscribed,
raising a total of £10 million in aggregate for the 2024/25 and 2025/26 tax years. All new Ordinary Shares in relation
to that Offer have now been allotted and further details are included in Note 12 to the Financial Statements on page
85 of this Annual Report.
On 2 October 2025, a new Offer for Subscription was launched, alongside Offers by the other Maven Income and
Growth VCTs, accepting applications for the 2025/26 and 2026/27 tax years. Your Company has a target raise of
£12.5 million including the ability to utilise an over-allotment facility of up to £5 million, which was opened in early
February 2026. As at the date of this Annual Report, your Company has raised a total of £7.4 million across both tax
years. Further details about the Offer can be found atmavencp.com/vctoffer.
In response to investor feedback, the Board is committed to making regular allotments of new Ordinary Shares and
the first allotment for the 2025/26 tax year completed on 16 December 2025, with a second allotment taking place on
17 February 2026. The Offers close to new applications on 2 April 2026 for the 2025/26 tax year and 24 April 2026
for the 2026/27 tax year, unless fully subscribed ahead of these dates. Further allotments for the 2025/26 tax year
are expected to be completed on 24 March and 2 April. The first allotment for the 2026/27 tax year is expected to be
completed on 14 April and a final allotment will take place on or shortly after 24 April, once the Offer is closed.
The Directors are confident that Maven’s regionally based team of investment executives has the resource and
capability to continue sourcing attractive VCT qualifying companies across a range of dynamic sectors throughout
the UK, and that this additional liquidity will facilitate the 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
buyback policy, whilst also spreading costs over a wider asset base, with the objective of maintaining a competitive
OCR for the benefit of all Shareholders.
13 / Maven Income and Growth VCT 3 PLC
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 Company’s VCT qualifying status. It should be noted that the Company cannot buy back shares whilst it 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 or the
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. If a Shareholder wishes to buy or sell shares on the secondary market, they should direct their instruction
through a stockbroker of their choice. To discuss a transaction, the Shareholder’s stockbroker should contact the
Company’s stockbroker, Shore Capital Stockbrokers, on 020 7647 8132.
VCT Regulatory Developments
During the year, your Company has remained fully compliant with the complex conditions and requirements of the
VCT scheme.
As previously outlined, the 2025 Autumn Budget Statement included amendments to the rules governing the VCT
scheme with respect to investment limits and the tax relief available for VCT shares issued on or after 6 April 2026.
During the year, the case for increasing the investment limits to assist certain younger and high growth companies
that operate in sectors that have an extended investment cycle, such as life sciences, technology and other
knowledge intensive businesses, was made by the VCT Association (VCTA), of which the Manager is a founding
member, through its GrowthBeyondLimits campaign. The Board, therefore, welcomed the announcement that,
from 6 April 2026, the investment limits would be doubled. The annual amount that a VCT can invest in a qualifying
company will increase to £10 million (£20 million for knowledge intensive companies) while the lifetime allowance
for a VCT qualifying company will increase to £24 million (£40 million for knowledge intensive companies). In
addition, the gross assets test will also double, which means that larger companies can now potentially qualify for
VCT investment. These changes should help to ensure that your Company, and the VCT industry more widely, can
continue to provide funding to the UK’s most innovative SMEs as they scale.
However, in the Autumn Statement the Chancellor also announced that the initial income tax relief available for VCT
shares issued on or after 6 April 2026 would be reduced from 30% to 20%. This reduction in tax relief for investors
is disappointing and, through the VCTA, the Manager will continue to provide Government policy makers and
market commentators with evidence to reinforce the importance of VCT investment as part of the wider funding
ecosystem. This will focus on highlighting specific cases where Maven has supported high growth businesses
across the regions as they scale and create local employment opportunities.
Environmental, Social and Governance (ESG) Considerations
While your Company’s investment policy does not incorporate specific ESG objectives, and portfolio companies are
not required to meet any related targets, the Board and the Manager recognise the importance of considering ESG
matters as an integral part of the investment process. Maven’s ESG and Responsible Investment Policy ensures ESG
related risks and opportunities are identified during pre-investment due diligence and can be carefully considered
as part of the investment process. Maven’s post investment ESG framework provides a structure for regular
engagement with companies to ensure that ESG metrics are monitored throughout the period of investment.
The Manager continues to be an active member of the United Nations Principles of Responsible Investment and
submitted its second public investor report in July 2025. The Board is aware of the proactive work that Maven
is doing to support social initiatives that promote diversity in the investment sector, such as Future Asset, the
Investing in Women Code, the Lifted Project and Maven’s own Female Founders Programme. Further details on
Maven’s approach to ESG and developments across the portfolio are included in the Investment Manager’s Review
on pages 27 and 28 of this Annual Report.
14 / Maven Income and Growth VCT 3 PLC
Maven Capital Partners UK LLP
In early 2026, Maven announced that its long standing Fund Manager Bill Nixon would be stepping back from his
role as Investment Manager of the Maven VCTs and retiring as Maven’s Managing Partner, moving to a new role as
Chair of Maven. Alongside senior colleagues, Bill founded Maven in 2009 and as its Managing Partner for over 17
years has grown Maven’s business, particularly its VCT focus, establishing its position as a leading Manager in the
sector. Bill has been the Investment Manager of your Company since inception and has been instrumental in driving
growth and constructing the broad and well diversified portfolio that your Company holds today.
As part of a carefully planned succession, the role of Investment Manager of the Maven managed VCTs and
Managing Partner at Maven have transitioned to Ewan MacKinnon, who has been co-managing Maven’s VCT
portfolio, alongside Bill, for several years. Ewan has more than 20 years of private equity and corporate finance
experience and has been with Maven since 2009, initially originating and completing VCT investments in Scotland
before becoming joint Investment Manager. Ewan is chair of Maven’s valuation committee and, for the past few
years, has been leading Maven’s VCT fundraising programme. The Board has a well-established and positive
relationship with Ewan and looks forward to building on this in the future.
On behalf of my fellow Directors, I would like to take this opportunity to extend sincere gratitude to Bill for the
pivotal role that he has played in developing and delivering the investment strategy, and enhancing Shareholder
value, whilst navigating an evolving and increasingly complex VCT regulatory landscape.
I am pleased to confirm that Bill has agreed to remain on the Board as a non-executive Director and we look forward
to continuing to benefit from his valuable sector insight and detailed portfolio knowledge.
Annual General Meeting (AGM)
The 2026 AGM will be held on 30 April 2026 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 94 to 99 of this Annual Report.
The Future
Following the success of the 2024/25 offer and current fundraising, your Company is well positioned to continue to
progress its investment strategy and deliver further growth in Shareholder value. In the year ahead, attention will
remain focused on assisting existing portfolio businesses to protect and grow value and on further expanding the
portfolio through the addition of carefully selected growth businesses that operate in dynamic markets where there
is evidence of M&A activity to help support future Shareholder distributions.
Keith Pickering
Chairman
24 March 2026
15 / 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 maintains an ongoing process for identifying, evaluating, and monitoring both principal and emerging
risks facing the Company. The risk register and risk dashboard are integral components of the Company’s risk
management framework and support a robust assessment of these risks, with particular emphasis on the
effectiveness of mitigating controls.
The Board reviews the Company’s risk profile on a regular basis, and risk ratings are updated throughout the year to
reflect any changes. Given the dynamic nature of these updates, the Board, in agreement with the Manager, has
determined that including a direction of travel indicator would not provide meaningful benefit. Any material changes
to principal and emerging risks will be clearly disclosed in this report.
In 2025, the Board focused on ensuring compliance with the enhanced requirements of the 2024 UK Corporate
Governance Code regarding internal controls. The Board has been working with the Manager in the period to
identify material controls as they apply to the Company’s principal risks and are confident that the material controls
are operating effectively.
The current principal and emerging risks facing the Company are considered to be as follows:
Principal risk Root cause Control measures
Investment risk • The 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
16 / Maven Income and Growth VCT 3 PLC
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.
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.
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 Manager, on behalf of the
Board, closely monitors the
systems and controls in place
to prevent or mitigate against a
systems or data security failure.
• 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 ability of third parties to
operate effective business
continuity plan (BCP)
arrangements has been validated.
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 maintains 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 Manager is responsible
for monitoring compliance
with applicable legislation
and regulatory requirements.
Where changes to legislation
or regulation are proposed that
may affect the Company, the
Manager ensures that the Board
is informed and that appropriate
measures are taken to maintain
ongoing compliance.
17 / Maven Income and Growth VCT 3 PLC
Principal risk Root cause Control measures
Legislative and Regulatory risk
(continued)
• The Board and the Manager
continue to make representations
where appropriate, either directly
or through relevant industry
bodies such as the AIC, UK
Private Capital and the VCTA
in relation to any changes in
legislation.
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.
• The Board regularly reviews
the investment portfolio with
the Manager, and the Manager
works closely with portfolio
companies to identify, and
support the management of, any
challenges resulting from global
conflict and political instability.
• The Board and the Manager
are monitoring this risk closely
and, whilst this risk cannot
be obviated entirely, the
Company’s investment portfolio
is diversified across a large
number of companies and a
range of economic sectors and
the Manager actively and closely
monitors the progress of the
portfolio companies.
Geopolitical Risk and Uncertainty • Broader global macroeconomic
risks have escalated following
the change of government in the
US, in particular the introduction
of trade tariffs.
• The Manager has assessed the
current impact of trade tariffs
on portfolio companies and is
working with management teams
to consider potential future
impacts, where these may arise.
• The types of companies in
which the VCT invests, together
with the diversification of the
portfolio, reduces the overall
impact of tariffs.
Artificial Intelligence (AI) • Increase in the use of AI by the
Manager or portfolio companies
without proper consideration
of the risks involved, with
no mitigating controls being
established.
• The Manager has embarked on
a series of risk assessments,
governance and oversight
arrangements with respect to AI
risk, whilst also acknowledging
the potential benefits of AI.
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 88 to 92 of this Annual Report.
18 / Maven Income and Growth VCT 3 PLC
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 2025,
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 40 to 43 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 23 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 £1,218,000 (2024: £2,488,000), the gain
on investments was £1,989,000 (2024: £3,143,000) and earnings per share were 0.91p (2024: 2.08p). 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 102 to 104.
In addition, the Board considers the following to be KPIs:
• NAV total return;
• annual yield;
• share price discount to NAV;
• share price total return; and
• OCR.
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 as at the year end. 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. The Directors target a dividend that provides an annual 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 2025 was 3.14% (2024: 3.13%) and is detailed
in Note 4 to the Financial Statements on page 78.
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 78.
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 52 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.
19 / Maven Income and Growth VCT 3 PLC
Valuation Process
Investments held by the Company in unquoted companies are valued in accordance with the IPEV Guidelines, being
the prevailing framework for fair value assessment in the private equity and venture capital industry. The most
recent update (December 2025) provided limited changes to the existing valuation framework adding points for
clarification on specific items, alongside guidance on the impact of ESG and sustainability on valuation
methodologies, and the use of AI enabled valuation models. 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 13.
The Board’s Duty and Stakeholder Engagement
The Directors’ Section 172 statement should be read in conjunction with the other contents of the Strategic
Report and in the context of the Company’s regulatory status as a small registered, internally managed, alternative
investment fund under the AIFMD. Under the Companies Act, the Directors have a duty to promote the success of
the Company for the benefit of its members as a whole and in doing so, to have regard to several matters including,
for example, the likely consequences of any decision in the long term, the need to foster business relationships and
maintain a reputation for high standards of business conduct when dealing with third parties and the need to act
fairly between Company members.
Given the nature of the Company, its day-to-day management and administration is outsourced to third party
service providers, the most material being the Manager. The Company does not have any customers in the
traditional sense, neither does it appoint executive directors nor have any other employees. The Board, therefore,
identifies the Company’s key stakeholders as: its Shareholders, the Manager, portfolio companies, other service
providers, regulatory and industry bodies, and the environment and wider society. In discharging the Section 172
duty and aligned to Provision 5 of the AIC Corporate Governance Code, the Directors acknowledge the importance
of achieving positive outcomes for, and engaging effectively with each of these stakeholder groups as an integral
part of the Board’s decision making processes, aligned to the Company’s purpose and investment policy and in
the promotion of the long-term success of the Company. An illustration of how the Board approaches stakeholder
engagement and looks to achieve positive outcomes for its stakeholders can be seen in the table below.
Stakeholder
group
Why Board engagement matters Board engagement outcomes
Shareholders Board engagement with Shareholders
is vital to the success of the Company
and the achievement of its strategic
objectives. Aligning interests in
respect of key matters such as the
Company’s investment objective and
policy, income generation, fundraising,
and ensuring fee transparency are
essential in promoting the Company
to Shareholders and also in facilitating
trust and confidence in the Company
and its performance in the long term.
The Board communicates with Shareholders
at its AGM and through the Company’s regular
reporting, disclosures and handling of enquiries.
The Company’s 2025 AGM was held on 28 April
2025 and all resolutions were passed. The
Manager and Company Secretary also act as
points of contact for the Board and Shareholders,
and engagement logs are included in Board
Meeting materials.
20 / Maven Income and Growth VCT 3 PLC
Stakeholder
group
Why Board engagement matters Board engagement outcomes
Shareholders
(continued)
The Board adopted a dividend policy targeting
an annual dividend yield of 6% of the NAV per
Ordinary Share at the immediately preceding year
end and also has active treasury management
and share buyback policies. Details in respect of
these policies can be found in both the Chairman’s
statement on pages 11 and 13 respectively and
the Directors’ Report on page 48. Two interim
dividends have been paid in respect of the year
ended 30 November 2025 and a final dividend
is proposed for Shareholder approval at the
2026 AGM, which if approved, will exceed the
annual target yield. During the year, the Company
launched a further fundraising through an Offer
for Subscription, the Prospectus for which was
published on 2 October 2025 with a target raise
of £12.5 million, including an over-allotment facility
of £5 million. As at the date of this Annual Report,
a total of £7.4 million has been raised. Following
the success of the 2024 fundraising and aligned
to Shareholder interests, the Board’s decision to
launch the current Offer for Subscription was to
champion further growth and retain a competitive
OCR, spreading certain fixed costs over a wider
asset base and increasing liquidity. Further details
regarding the current Offer for Subscription can
be found in the Chairman’s Statement on page 12.
Manager (and
its employees)
The day-to-day management and
administration of the Company is
outsourced to the Manager and thus
Board engagement and oversight is
crucial in ensuring effective execution
of the Company’s investment policy,
as well as ensuring compliance with
relevant legislation and regulation and
to promote governance best practice.
The Board maintains a constructive, open and
transparent relationship with the Manager through
regular dialogue, reporting and oversight. To
further hold the Manager to account, the Board
has established a Management Engagement
Committee to annually review the terms and
execution of the Management and Administration
Deed, which details the nature of the Manager’s
relationship with the Company, inclusive of fees,
and provides for a clear delegation of authority
and responsibility.
In addition to providing regular reporting to the
Board, the Manager also publishes a bi-annual
newsletter, CreatingValue, which is available on
the Manager’s website, mavencp.com.
Portfolio
companies
The successful execution of the
Company’s investment policy and its
ability to generate positive returns for
Shareholders is directly linked to the
performance of its underlying portfolio
companies and approach to managing
investment risk. Board oversight,
through the reporting of the Manager,
is key to ensuring a comprehensive
understanding of individual portfolio
company purpose and strategy, good
governance and ongoing alignment of
interests.
In addition to the review of the Manager’s
Report, risk register and portfolio analysis at
its quarterly meetings, the Board supports the
Manager’s approach of securing, where possible,
representation on the boards of the unlisted
portfolio companies. This promotes deeper
Manager engagement and oversight of this part
of the portfolio which in turn, can be reviewed
and challenged by the Board for the benefit of the
Company and its members as a whole. From time
to time, the Board also receives presentations
from the management of portfolio companies.
21 / Maven Income and Growth VCT 3 PLC
Stakeholder
group
Why Board engagement matters Board engagement outcomes
Service
providers
(other, excluding
Manager)
In order for the Company to meet its
obligations as a VCT with a premium
listing on the London Stock Exchange,
it is supported by several other third
parties as well as the Manager. Each
third party service provider brings the
necessary level of expertise to ensure
the Company remains compliant and
operates responsibly.
The Board endorses the access to an extensive,
and broad base of resource and expertise to
assist the Company in fulfilling all relevant
obligations and to ensure the effective
management and administration of the Company.
The Board oversees and monitors the Company’s
relationship with third party service providers
either directly or indirectly through the Manager
to ensure third party engagements continue to be
fit for purpose and also oversees operational risk
as a primary risk within the Company’s broader
risk management framework.
Regulatory and
industry bodies
Given the nature of the Company, it is
subject to relevant rules, regulation,
policy and guidance. In order to
ensure VCT scheme compliance and
best practice and to advocate in the
Company’s interests, engagement
with regulatory and industry bodies
is important to retain awareness of
existing and future requirements and
trends.
The Board has identified VCT qualifying status risk
and legislative and regulatory risk as Company
principal risks and details of how the Company
manages and mitigates these risks can be seen
in the Business Report on pages 16 and 17. The
Board keeps informed and monitors VCT scheme
compliance, relevant statutory and regulatory
change and market impact through the reporting of
the Manager and its support functions and external
advisers. The Board endorses the Company’s
commitment to the AIC Corporate Governance
Code in terms of promoting good governance,
and supports the Manager’s membership of the
Association of Investment Companies and of
the Venture Capital Trust Association in terms of
proactive industry engagement.
Environment
and wider
society
The Board is committed to ensuring
that the Company’s business and,
to the extent possible, that of the
Company’s portfolio companies is
conducted in a socially responsible
manner.
While the Company’s investment policy does
not include explicit ESG aims, the Manager
has implemented its own ESG and Responsible
Investment Policy, part of which facilitates due
diligence and ongoing monitoring of portfolio
companies from an ESG perspective. The Board
reviews and challenges the Manager’s ESG
assessment of portfolio companies to facilitate its
oversight of the environmental and social impact
of its activities. Further details on the Manager’s
approach to ESG can be found in the Investment
Manager’s Review on pages 27 and 28.
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 55.
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 Investment Manager’s Review on pages 27 and 28 and the Statement of Corporate Governance on
pages 59 and 60. 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.
22 / Maven Income and Growth VCT 3 PLC
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 65 to 71.
Future Strategy
The Board and Manager intend to maintain the policies set out above for the year ending 30 November 2026, 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
24 March 2026
23 / Maven Income and Growth VCT 3 PLC
PORTFOLIO ANALYSIS
AS AT 30 NOVEMBER 2025
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.
The chart below provides insight into the age of investments within the portfolio
2
. This analysis excludes cash
balances and treasury management holdings.
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.
Sector analysis by value
57% Software & technology¹
11% Learning & development/recruitment technology
11% Business services
8% Industrials & engineering
7% Pharmaceuticals, biotechnology & healthcare
6% Marketing & advertising technology
Age of investments by value
7% Less than 1 year
21% Between 1 and 3 years
30% Between 3 and 5 years
42% Greater than 5 years
24 / Maven Income and Growth VCT 3 PLC
INVESTMENT MANAGER’S
REVIEW
HIGHLIGHTS
Five new private
companies added to
the portfolio
Follow-on funding
provided to support
the growth and
development of 19
portfolio companies
Exit from Horizon
Ceremonies
completed,
generating an initial
return of 2.4x cost and
over £3 million in cash
proceeds
Exit from DPP
completed,
generating a total
return of 2.1x cost and
£1.6 million in cash
proceeds
Post the period
end, the partial
realisation of Summize
completed generating
an initial return of 3.6x
cost comprising cash
and a retained equity
stake, alongside a
new VCT qualifying
investment
Notwithstanding the mixed economic backdrop, this has been another year
of positive progress for your Company. The increase in NAV total return
primarily reflects the strength of the underlying private equity portfolio
where the valuations of certain companies have been uplifted in recognition
of the revenue growth and commercial progress that has been achieved.
Many of the earlier stage companies in the portfolio are achieving scale
and establishing strong positions in their respective markets, which should
help to drive further value creation. During the year, the exits from Horizon
Ceremonies and DPP completed, each generating returns in excess of 2x
cost and significant cash proceeds, the majority of which were distributed
to Shareholders through two interim dividends. There continues to be a
good level of M&A interest in the more dynamic and disruptive companies in
the unlisted portfolio and, shortly after the period end, the partial exit from
contract software specialist Summize completed, generating an initial return
of 3.6x cost comprising a mixture of cash and a retained equity stake. The
cash element of this exit generated liquidity to support the dividend policy,
while the ongoing equity stake provides your Company with a meaningful
economic interest in this ambitious and fast growing business, with the
potential of generating a further return.
Overview
During the reporting period, your Company has made encouraging progress in line
with its long term investment objective. Although economic conditions have remained
unsettled for most of the year, many SME businesses have displayed resilience, and
the Manager has continued to see a healthy pipeline of VCT qualifying opportunities
across the UK, which has resulted in a good level of investment activity. Having
an established nationwide team of experienced early stage investment executives
located in key corporate finance regions, has ensured that Maven gains access to a
wide pool of potential investment opportunities. This has resulted in five new private
companies being added to the portfolio during the year.
Maven retains a selective approach to new investment, focusing on identifying those
businesses that have established commercial traction in an emerging or disruptive
market and which are led by management teams with a proven track record of
success. The focus remains on gradually expanding the portfolio through the addition
of innovative businesses that are capable of achieving scale in the medium term and
attracting a premium valuation at exit. The Manager continues to favour investing
in companies that have a growing presence in a dynamic sector such as speciality
software, cyber security, fintech, regtech and precision engineering, where growth
is less sensitive to consumer or discretionary spending and revenue tends to be
contracted or recurring in nature. Investing in a business that has an established
level of recurring revenue provides the Manager with a key benchmark against
which progress and commercial traction can be measured. It is also an important
metric that potential acquirers will review when evaluating a business, with Annual
Recurring Revenue (ARR) of £5 million generally considered to be an inflexion point for
attracting increased acquisition interest, particularly from US buyers.
There are a growing number of high performing companies within the private equity
portfolio, with nine businesses, as at the date of this Annual Report, recording ARR of
£5 million or more, and a further three on track to achieve this threshold in the near
term. Many of these businesses have expanded their customer bases, secured new
contracts and delivered impressive commercial progress over a relatively short period
of time. This positive performance has underpinned the increase in NAV total return,
with valuations uplifted in line with the progress achieved.
25 / Maven Income and Growth VCT 3 PLC
As an active investment partner, Maven’s team of portfolio executives continue to work closely with the
management teams of all private investee companies. Having an appointed board representative ensures
that the Manager is involved in key decisions. These include helping to shape strategy, delivering operational
objectives, and identifying and progressing exit opportunities. This positive working relationship is particularly
important when considering the provision of follow-on funding, which is an increasingly important element of the
investment strategy. During the year, additional funding was provided to support 19 existing portfolio companies.
In most cases, this was where businesses 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 remain aligned with institutional investors’
expectations. In specific cases, Maven will also invest alongside another VCT house or equity partner, which
enables your Company to support the growth of portfolio companies as part of a syndicate of institutional investors.
Following the high level of exit activity in 2024, it is pleasing to report on the completion of two profitable exits in
the financial year. In July 2025, Maven completed the exit from Horizon Ceremonies, the owner and operator of
three established crematoria. Your Company first invested in Horizon Ceremonies in 2017, backing an experienced
team with a clear strategic objective to build, own and operate a portfolio of next generation crematoria located
across the UK, in areas that were historically underserved or where the existing facilities were outdated. Horizon’s
crematoria have quickly become important community facilities and have consistently received industry recognition
and awards for their exceptional service standards. After a competitive process, the sale to UK pension fund,
Railpen, completed generating an initial return of 2.4x cost and cash proceeds of over £3 million, with the potential
for a further deferred element, contingent on the receipt of planning approval at two identified sites.
In November 2025, the exit from specialist mechanical and electrical maintenance contractor DPP completed with
a sale to a trade buyer. DPP was one of the older companies in the portfolio, with your Company investing in 2013
as part of a replacement capital transaction under the previous VCT rules. During the period of investment, the
business faced several challenges, notably the loss of a major customer shortly after the investment completed,
along with the impact of COVID, where the enforced closure of retail and leisure establishments significantly
impacted trading. With Maven’s support, the business rationalised its cost base, strengthened its operational
infrastructure, broadened its customer base and enhanced its service delivery model to better support clients.
The exit generated a total return of 2.1x cost over the life of the investment, inclusive of yield payments, and over
£1.6 million in cash proceeds.
A notable development post the period end was the partial realisation of Manchester based AI enabled contract
software specialist Summize. Since investment in 2022, Summize has consistently delivered impressive growth,
initially in the UK and more recently in the US. Its award winning proprietary software simplifies the process for
writing, reviewing and renewing legal contracts and its ease of integration with standard office applications is a key
attraction for clients. Following receipt of an unsolicited acquisition approach at a strategic valuation, a formal exit
process was initiated with a sale to a consortium of UK private equity buyers completing in January 2026. Given
Summize’s strong growth record and its large addressable market opportunity, the Manager negotiated a partial exit
generating an initial return of 3.6x cost comprising cash and a retained equity stake, providing your Company with an
ongoing interest in this high performing business. In addition, your Company completed a new investment as part of
the larger third party funding round, which provides Summize with capital to support the next phase of growth.
The ability to achieve a partial exit enables the Manager to balance the objective of maximising Shareholder
returns and distributions, against the risk of selling a business too early before value has been optimised. Where
an investee company is performing strongly and achieving scale, and a large secondary funding round will help it
to further accelerate growth, the Manager will, in certain circumstances, seek to secure a partial exit to provide a
healthy initial cash return, alongside a retained equity stake in the business. This model was utilised in the 2024
partial exits from MirrorWeb and Novatus Global which, like Summize, had achieved rapid commercial progress. In
each of these cases, your Company received significant cash proceeds while retaining an equity interest which has
the potential to deliver further returns.
Portfolio Developments
This has been another year of progress across the private equity portfolio, with most companies continuing to
deliver revenue growth and meet the operational and financial targets set out in their business plans. Many of
the earlier stage growth companies are now establishing strong positions in their respective markets and it is
pleasing to report that the valuations of certain companies have been uplifted to reflect the progress that has been
achieved. The following summary provides an update on the key developments.
26 / Maven Income and Growth VCT 3 PLC
Graduate education technology specialist Bright Network continues to deliver revenue growth and maintain its
position as a market leader. With its membership base now in excess of 1.2 million, it is firmly embedded within the
undergraduate recruitment ecosystem. The business was recently named most used graduate platform by final
year students, for the second year running, in the
UK Graduate Careers Survey 2025
, conducted by High Fliers.
Bright Network maintains an active programme of student engagement, both virtual and in-person, offering a
comprehensive range of services and events to support graduates in finding their first professional position. The
business continues to develop its partner network and is engaged with over 300 key graduate employers, including
Amazon, Barclays, Deloitte, Morgan Stanley and Vodafone. It also maintains a focus on diversity and inclusion and is
committed to serving members from all socioeconomic backgrounds. The increasing use of AI in job searches and
recruitment has created an opportunity for the business to leverage its deep sector knowledge and technological
capabilities to develop a new product SaaS solution.
Bright Apply
utilises AI to help clients identify the most relevant
candidates for a position, addressing the impact of AI generated applications and creating a fairer backdrop for
recruiters and applicants. Initial feedback has been positive and
Bright Apply
should represent a new revenue
stream in the year ahead.
Specialist training management software providerBudSystems continues to grow strongly, with ARR increasing
by more than 140% since your Company first invested in 2022, supported by a doubling in learner numbers and
a steady increase in partner organisations using the platform. Bud’s technology provides an end-to-end solution
that supports independent training providers, universities, colleges and employers to deliver all aspects of
apprenticeships and vocational training courses through a single portal. The platform streamlines the full process,
helping to reduce administrative tasks, whilst ensuring compliance with specific funding requirements to minimise
the risk of fee clawback. The market outlook for Bud remains positive, supported by the introduction of the Growth
and Skills Levy, which replaced the Apprenticeship Levy and provides employers with greater flexibility in training,
as well as the ability to support a wider range of courses and programmes.
Carbon reduction and supply chain software specialist Secaro (formerly Manufacture 2030) continues to make
progress expanding its presence in the ESG technology sector where its platform supports the global commitment
by manufacturers to reduce Scope 3 carbon emissions within their supply chains. Secaro’s technology offers
large corporates the ability to accurately measure, monitor and record the impact of emission reduction strategies
throughout their supply chains, helping them to meet the targets set out in the Sustainable Development Goals,
whilst also aligning with key initiatives such as the Task Force on Climate-Related Financial Disclosures and Carbon
Disclosure Project. During the year, the business has continued to increase its market coverage with the addition of
several new blue chip global corporate clients. The business continues to focus on the pharmaceutical, automotive,
consumer and retail sectors, and currently has over 8,000 customers in 89 countries. In December 2024, your
Company provided additional funding to the business to enable it to enhance and expand its core technology
platform , and to reflect its broader data management and insight capabilities, the business rebranded as Secaro in
December 2025.
During the year, automotive ecommerce specialist Rockar has made further tangible commercial progress, with
several large digital transformation projects underway for key clients. Rockar’s market presence continues to grow
as its technological know-how and extensive sector expertise enables it to offer a market leading client solution,
which consistently outperforms the competition. Rockar’s disruptive platform for buying and selling cars online
can be tailored to suit a client’s needs and integrated within an existing network without the need for additional
investment. The business continues to work directly with high profile automotive manufacturers such as BMW,
Toyota and Volvo, several of which are undertaking projects to roll out Rockar’s technology into new geographic
markets which expands Rockar’s network and reach. The business continues to deliver profitable growth, and with
a strong pipeline of new opportunities, the outlook for the year ahead is encouraging.
In its first year post investment, risk management software specialist RiskSmart made impressive progress,
achieving a near doubling in ARR, driven by a significant expansion of its customer base, which now includes
blue chip clients from the legal, financial services, retail and energy sectors. The business has developed a risk
management platform that leverages data insights and machine learning to provide real time information to
help transform how businesses manage governance, risk and compliance. RiskSmart is led by an ambitious and
experienced senior team and has received numerous industry awards recognising the strength of its technology
including being named
High Growth Company of the Year
at the Barclays Annual Entrepreneur Awards in November
2025. The business has a clearly defined growth plan and its healthy forward looking pipeline should enable it to
maintain momentum in the year ahead.
27 / Maven Income and Growth VCT 3 PLC
In November 2023, your Company invested in Belfast based Sensoteq, an established designer and manufacturer
of a range of low powered wireless sensors for the remote monitoring of equipment health in industrial settings to
ensure a safer working environment. The sensors monitor and analyse variables such as vibration and temperature
on high wear components to assist in scheduling maintenance, reducing energy wastage and minimising unscheduled
downtime. Since investment, the business has made good progress, growing revenues, expanding its global footprint
and developing its product roadmap. During the year, your Company provided additional capital to enable the
business to invest in its technology to enhance existing products and develop new sensors. Sensoteq operates in a
large and growing global market and has the potential to deliver scalable growth as it secures new contracts.
The need for robust cyber security defences continues to be a critical business requirement and has been further
emphasised this year following the high profile cyber attacks experienced by several major UK corporates. Against
this backdrop, cyber security and resilience specialist CYSIAM has experienced another year of strong growth.
The business provides cyber security and managed security services to organisations ranging from international
governments to SMEs, helping them to build resilience that can withstand the rapidly evolving threat landscape.
Having achieved multiple accreditations, CYSIAM is able to work with high security clearance clients. In February
2025, it announced a partnership with Nasdaq listed CrowdStrike, to strengthen cyber resilience across the UK
Defence sector supply chain to enable contributing organisations to identify vulnerabilities, respond to incidents and
reinforce operations to protect against future attacks. CYSIAM has established a defendable position in a high growth
market and is well placed to continue to achieve the financial and strategic objectives within its business plan.
Demand responsive transport software provider Liftango has made positive commercial progress this year,
with ARR doubling over the past year. A notable recent development was the launch of a landmark strategic
partnership with São Paulo Transport (SPTrans) which has the objective of modernising one of the world’s largest
surface transportation networks supporting a population of over 12 million people, including a fleet of over 13,000
public buses and 4,200 dedicated school and paratransit vehicles. The project has focused on implementing a
comprehensive suite of cloud-based Intelligent Transportation Systems (ITS) with the aim of significantly expanding
service reach and improving passenger capacity without increasing fleet size. In addition, the scope of the
programme includes digitalising services for people with disabilities and enhancing tracking and routing for school
transportation networks. Liftango is establishing a strong market position as a provider of disruptive transport
solutions, which offer cost savings alongside core ESG benefits, and it is well positioned to deliver further growth
as it secures new contracts and expands its market position in new geographic regions.
As expected with a large portfolio of earlier stage businesses, there are a small number of investee companies
that have not achieved their commercial targets and are trading behind plan. In certain cases, this has resulted in
valuations being reduced. In addition, the Manager elected not to provide further funding toAdimo, NorthRow
andReal World Health. In each of these cases, the businesses experienced specific operational challenges and
failed to achieve the necessary commercial progress. Despite the best efforts of Maven’s portfolio management
team to secure solvent sales, these businesses entered administration and the valuations have been written down
in full. Whilst this is disappointing, it is a salient reminder of the higher risk nature of early stage investment. It also
reinforces the importance of the Manager’s chosen strategy to build a large and diversified portfolio in order to
spread risk across a broad base of holdings and help protect Shareholder value.
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, Maven recognises the importance of identifying and monitoring ESG matters
as part of the investment process. Maven’s ESG and Responsible Investment Policy, ensures that ESG risks and
opportunities are identified and assessed during early stage due diligence, and can be monitored throughout the
period of investment.
All potential investee companies are required to complete an ESG assessment, which provides a comprehensive
pre-investment evaluation of the governance of the business, focusing on board composition and culture alongside
environmental and social considerations. The assessment also provides the investee company with an opportunity
to set targets based on relevant KPIs, which they are encouraged to monitor on an ongoing basis and are also
subject to annual review by the Manager.
28 / Maven Income and Growth VCT 3 PLC
Whilst good governance has always been a prerequisite for any potential Maven investee company, an increasing
number of portfolio holdings are also highly focused on making improvements to the environment, society and
local communities. It is encouraging to note the positivity with which many portfolio companies are embracing their
corporate responsibility, alongside achieving core commercial objectives.
Guru Systems supplies hardware, software and data analytics to improve the performance and cost effectiveness
of heat networks. Working with local authorities, housing associations and private developers, both residential and
commercial, Guru’s technology aligns with the government’s decarbonisation strategy whilst also providing valuable
cost savings for residents, landlords and tenants. Guru is achieving traction in this emerging market and is well
placed to deliver its growth objectives, whilst also having a positive environmental impact.
Sustainable plastic 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. In November 2025, iPac was named
Trailblazer for 2025
by WIRED Consulting and HSBC Commercial
Bank. This award recognises growth businesses that are redefining industry standards through innovation and
positive change, which validates iPac’s success as a pioneer of sustainable plastic packaging solutions.
Award winning eco-friendly baby care brand Pura continues to increase its sales reach and, during the year,
secured new listings for its plastic free nappies and wipes. The business is making good progress in the US
where it sells into Walmart and its online presence continues to build with both Amazon UK and US. The business
recently recertified its B Corporation status, which designates it as meeting the highest standards of social and
environmental impact. Pura’s commitment to wider societal and environmental concerns is also demonstrated
through its nappy recycling initiative,
Pura NappiCycle
, which has been recycling nappies in Wales for over a
decade, recognising the significant impact that disposable nappies have on the environment.
Regtech specialist Novatus Global provides advice and solutions to financial services firms, helping them
navigate complex regulatory landscapes and fulfil their compliance obligations. Alongside its risk management
and compliance expertise, Novatus specialises in ESG integration and due diligence, supporting organisations to
embed responsible investment practices and meet sustainability related disclosure requirements. Committed to
promoting sustainable business practices, Novatus is also a member of the UK Sustainable Investment and Finance
Association. The business continues to deliver good growth and strengthen its market position, and in September
2025 was named
Regulatory Solutions Provider of the Year
at the Global Derivatives Awards.
Maven’s ESG steering group includes representative from all areas of the business and has the core objective of
developing and embedding effective ESG practices throughout Maven. The group focuses on setting the strategy
for the collation and assessment of ESG data, monitoring regulatory reporting requirements, promoting ESG aims
amongst Maven employees and portfolio companies, and overseeing reporting to stakeholders.
Maven continues to prepare for upcoming regulations and monitor compliance with the Sustainability Disclosure
Requirements implemented in 2024. The Manager is aware of the Task Force on Climate-Related Financial
Disclosures, the International Financial Reporting Standards regulations and the upcoming UK Sustainability
Reporting Standards and is actively preparing for compliance given the increasing likelihood that your Company
may be required to report under these regulatory regimes.
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 pages 30 and 31 of this Annual Report.
At the year end, your Company had £7.5 million invested across eight OEICs and MMFs, which provide an income
return close to the Bank of England’s base rate as well as offering low capital risk and daily liquidity. In addition, your
Company had a further £4.1 million invested in London Stock Exchange listed investment trusts, diversified across
private equity, infrastructure and other asset classes. These investment trusts provide an average income yield of
over 3.5% and have a strong track record of capital growth. The composition of the treasury management portfolio
is under close and regular review by the Manager, adapting to the changes in your Company’s liquidity position and
reflecting changes in the wider market. Maven’s approach to treasury management is now well established and
ensures that your Company remains fully compliant with the Nature of Income conditions, whilst also generating a
healthy stream of income from the portfolio of treasury management holdings and uninvested cash.
29 / Maven Income and Growth VCT 3 PLC
New Investments
During the period under review, five new private companies were added to the portfolio. These businesses operate
in dynamic market sectors across the UK and add further sectoral diversity 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 proprietary
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 conventional routes such as Moody’s and Dun & Bradstreet. This capability provides
clients with comprehensive and up to date information to identify threats, mitigate risks
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 expanding
technical expertise, enhancing product development and driving growth in both new and
existing markets.
Digilytics is a provider of an AI enabled solution that automates loan application processing.
The platform uses machine learning and large language models to read and extract data
from key documents such as payslips, bank statements and utility bills, ensuring consistency
and completeness. It then evaluates the application against eligibility criteria and affordability
metrics, while also screening for potential fraud.Digilytics helps lenders to reduce costs
and error rates, whilst improving the response time for applicants. The funding from the
Maven VCTs is being used to support the sales and marketing function and invest in product
development. The near term objective is to launch in the US, where there is an identified
market opportunity.
FITR is a developer of remote fitness coaching software that helps personal trainers to
manage and scale their business through a fully customisable white label app. The platform
allows trainers to manage their business through a simple portal with applications to cover
all aspects of their business from setting tailored programmes, monitoring client progress,
handling enquiries, managing social media and marketing, making bookings and collecting
payments. The online remote coaching market continues to experience good growth,
driven by the increasing popularity of international fitness events such as Hyrox, CrossFit
and IronMan, coupled with a client’s preference to train at home or at a time that suits
them. FITR is achieving traction in this growth market with over 100,000 users. It is also
the official software coach for Hyrox trainers and gyms. The funding from the Maven VCTs
is being used to invest in technology to help expedite the product roadmap, whilst also
increasing sales and marketing resource to enhance the social media presence in order to
help drive sales.
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 largely a manual
or 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, appoint a number of
strategic sales and marketing executives, and to support expansion into Europe and North
America where there is significant growth potential.
PowerPhotonic is an established designer and manufacturer of a wide range of precision
micro-optics products for use within lasers. Using proprietary manufacturing processes
and equipment, the company designs and manufactures high quality wafer-scale freeform
optics with advanced properties that are designed for application in three core markets,
the largest of which is the defence sector. The business is also expanding its presence in
the life sciences sector, with applications in precision medical devices and instrumentation
as well as advanced manufacturing where it focuses on beam shapers to make industrial
processes more efficient. With strong levels of intellectual property PowerPhotonic has a
defendable market position and the funding from the Maven VCTs is being used to support
growth by facilitating the expansion of the sales and marketing team to help increase
revenues and extend its UK and US presence.
30 / Maven Income and Growth VCT 3 PLC
In addition, your Company gained a small equity stake in specialist IT managed services provider Kube Networks
following an all-share transaction to acquire the legacy holding in ISN Solutions. This was the first transaction Kube
completed as part of its buy and build strategy, and it provides ISN with the opportunity to grow as part of a larger
business.
The table below shows the investments that have been completed during the period:
Investments Date Sector
Investment cost
£’000
New unlisted
Arimon Limited (trading as Digilytics)
1
March & June 2025 Software & technology 499
Blackdot Solutions Limited January 2025 Software & technology 995
FITR. Holdings Limited October 2025 Software & technology 363
Kani Payments Holdings Limited February 2025 Software & technology 249
Kerrera TopCo Limited
(trading as Kube Networks Limited)
2
April 2025 Software & technology 76
PowerPhotonic Limited June 2025 Industrials & engineering 325
Total new unlisted 2,507
Follow-on unlisted
Alderley Lighthouse Labs Limited
3
May & October 2025 Pharmaceuticals,
biotechnology & healthcare
199
AMufacture Limited May 2025 Industrials & engineering 124
Automated Analytics Limited August 2025 Marketing &
advertising technology
104
DiffusionData Limited
3
February & March 2025 Software & technology 155
Filtered Technologies Limited
3
February & May 2025 Learning & development/
recruitment technology
93
Fixtuur Limited
3
May & October 2025 Software & technology 140
Laverock Therapeutics Limited June 2025 Pharmaceuticals,
biotechnology & healthcare
124
Liftango Group Limited April 2025 Software & technology 6
mypura.com Group Limited
(trading as Pura)
3
June & November 2025 Business services 95
Nano Interactive Group Limited January 2025 Marketing &
advertising technology
102
Plyable Limited
4
March, August,
September, October &
November 2025
Software & technology 308
Relative Insight Limited June 2025 Marketing &
advertising technology
60
RevLifter Limited March 2025 Marketing &
advertising technology
16
RiskSmart Limited November 2025 Software & technology 282
Sensoteq Limited
3
March & October 2025 Software & technology 402
The Algorithm People Limited
(trading as Optimize)
April 2025 Software & technology 66
XR Games Limited February 2025 Software & technology 12
Zinc Digital Business Solutions
Limited
March 2025 Software & technology 121
Total follow-on unlisted 2,409
Total unlisted 4,916
31 / Maven Income and Growth VCT 3 PLC
Investments Date Sector
Investment cost
£’000
Follow-on AIM quoted
GENinCode PLC March 2025 Pharmaceuticals,
biotechnology & healthcare
126
Total follow-on AIM quoted 126
Total AIM quoted 126
Real estate investment trusts
5
Land Securities Group PLC May 2025 Investment trust 107
Tritax BigBox REIT PLC May 2025 Investment trust 153
Total real estate investment trusts 260
Infrastructure investment trust
5
Foresight Solar Fund Limited May 2025 Investment trust 125
Total infrastructure investment trust 125
Total investments completed during the year 5,427
Money market funds
5
abrdn Liquidity Fund (Lux) -
Sterling Fund K-1 Inc GBP
June 2025 Money market fund 1,000
Aviva Investors Sterling Liquidity
Fund (Class 3)
December 2024 Money market fund 1,000
Aviva Investors Sterling Government
Liquidity Fund (Class 3)
March 2025 Money market fund 1,000
State Street GBP Liquidity LVNAV
Fund (Institutional)
January 2025 Money market fund 1,000
Total money market funds
6
4,000
Total investments completed during the year
including cash equivalents
9,427
1
Investment completed in two tranches.
2
Your Company gained an equity holding in Kerrera TopCo Limited (trading as Kube Networks Limited) as a result of an all share
transaction to acquire ISN Solutions Group Limited.
3
Follow-on investment completed in two tranches.
4
Follow-on investment completed in five tranches.
5
Investments completed as part of the treasury management strategy.
6
Money Market Funds have been reclassified as a cash equivalent.
At the period end, the portfolio comprised of 108 unlisted and quoted investments at a total cost of £47.1 million
excluding cash equivalents.
32 / Maven Income and Growth VCT 3 PLC
Realisations
The table below provides details of all the realisations that have completed during the reporting period including the
exits from Horizon Ceremonies and DPP, which provided a meaningful increase in cash resources and supported
the payment of the two, previously announced, interim dividends.
During the year, two legacy portfolio holdings were realised. In December 2024, the partial exit from Cat Tech
International completed following an offer from the company’s chief executive to acquire the Maven VCT’s equity
stake. Your Company retains a loan note, which is repayable in five years. In addition, in April 2025, ISN Solutions
was acquired through an all-share transaction by specialist IT managed services provider Kube Networks, as part
of its buy and build strategy. This provides the opportunity for ISN to grow as part of a larger business and, as a
result of this transaction, your Company received an equity holding in Kube Networks.
Realisations
Year
first
invested
Complete/
partial exit
Cost of
shares
disposed of
£'000
Value at
30 November
2024
£'000
Sales
proceeds
£'000
Realised
gain/(loss)
£'000
Gain/(loss)
over
30 November
2024 value
£'000
Unlisted
Cat Tech International
Limited
2012 Partial 421 271 235 (186) (36)
Ensco 969 Limited
(trading as DPP)
1
2013 Complete 956 1,211 1,529 573 318
Horizon Ceremonies
Limited (trading as Horizon
Cremation)
2
2017 Complete 1,288 2,798 2,905 1,617 107
ISN Solutions Group Limited
3
2014 Complete 321 84 77 (244) (7)
QikServe Limited
4
2016 Complete - - 60 60 60
Others - - 3 3 3
Total unlisted 2,986 4,364 4,809 1,823 445
AIM quoted
GENinCode PLC 2020 Partial 15 16 18 3 2
Total AIM quoted 15 16 18 3 2
Private equity investment trust
5
Apax Global Alpha Limited 2016 Complete 218 210 245 27 35
Total private equity investment trust 218 210 245 27 35
Infrastructure investment trust
5
BBGI Global Infrastructure SA 2023 Complete 260 221 249 (11) 28
Total infrastructure investment trust 260 221 249 (11) 28
Real estate investment trust
5
Care REIT PLC 2023 Complete 221 183 242 21 59
Total real estate investment trust 221 183 242 21 59
Total realisations completed during the year 3,700 4,994 5,563 1,863 569
33 / Maven Income and Growth VCT 3 PLC
Realisations
Year
first
invested
Complete/
partial exit
Cost of
shares
disposed of
£'000
Value at
30 November
2024
£'000
Sales
proceeds
£'000
Realised
gain/(loss)
£'000
Gain/(loss)
over
30 November
2024 value
£'000
Money market funds
5
abrdn Liquidity Fund (Lux) -
Sterling Fund K-1 Inc GBP
2024 Complete 1,000 1,000 1,000 - -
BlackRock Institutional
Sterling Government
Liquidity Fund (Core Dis)
2023 Complete 1,000 1,000 1,000 - -
BlackRock Institutional
Sterling Liquidity Fund (Core)
2023 Complete 1,000 1,000 1,000 - -
HSBC Sterling Liquidity Fund
(Class A)
2023 Complete 1,000 1,000 1,000 - -
Total money market funds
6
4,000 4,000 4,000 - -
Total realisations completed during the year
including cash equivalents
7,700 8,994 9,563 1,863 569
1
Redemption of loan notes exclude further redemption premium and yield of £62,726, which is disclosed as revenue for financial
reporting purposes.
2
Redemption of loan notes exclude further redemption premium and yield of £156,808, which is disclosed as revenue for financial
reporting purposes.
3
ISN Solutions Group Limited was acquired by Kerrera TopCo Limited (trading as Kube Networks Limited) in an all share transaction.
As a result, your Company gained an equity holding in Kube Networks Limited.
4
Deferred consideration following the sale in September 2024.
5
Realisations were completed as part of the treasury management strategy.
6
Money Market Funds have been reclassified as a cash equivalent.
During the year, one private and one AIM quoted company were struck off the Register of Companies, resulting in
a total realised loss of £265,000 (cost £265,000). This had no effect on the NAV of the Company as full provisions
had been taken against the value of the holdings in a previous period.
Outlook
With good levels of liquidity, your Company is well placed to continue to progress its investment strategy. In the
year ahead, the Manager will focus on further expanding the portfolio in size and scale through the selective
addition of entrepreneurial and ambitious growth businesses, that have the ability to achieve scale in the medium
term and attract a premium valuation at exit. The current pipeline of new opportunities is encouraging, and the
Manager is optimistic that there will be a good level of new investment in the year ahead. There continues to be a
high level of M&A activity across the private equity portfolio, and the Manager will progress those exits that provide
the opportunity to optimise Shareholder value and maintain a programme of regular dividend payments.
Maven Capital Partners UK LLP
Manager
24 March 2026
34 / Maven Income and Growth VCT 3 PLC
LARGEST INVESTMENTS BY VALUATION
AS AT 30 NOVEMBER 2025
Bright Network
brightnetwork.co.uk
Learning & development/recruitment technology
Cost (£’000) 1,139
Valuation (£’000) 1,969
Basis of valuation Revenue
Equity held 7.1%
Income received to date (£’000)
1
Nil
First invested July 2018
Year end 31 March
2025 (£’000) 2024 (£’000)
Net assets 6,760 7,871
This company produces abridged accounts as
permitted under the Companies Act 2006 relating to
small companies.
Bright Network is an HR technology business that
operates a platform which 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 is investing in new product opportunities
designed to expand the total addressable market and
drive further revenue growth. Chief among these is the
new
Bright Apply
platform, a new SaaS product that
aims to help clients efficiently identify the most relevant
candidates and provide protection from the impact of
excessive AI driven applications, providing a smarter
and fairer foundation for hiring efficiently and at scale.
Summize
summize.com
Software & technology (legal)
Cost (£’000) 796
Valuation (£’000) 2,640
Basis of valuation Offer
Equity held 3.9%
Income received to date (£’000)
1
Nil
First invested October 2022
Year end 30 June
2025 (£’000) 2024
2
(£’000)
Net assets 1,362 3,551
This company produces abridged accounts as
permitted under the Companies Act 2006 relating to
small companies.
Summize is a provider of digital contracting software
for legal firms and corporate departments, that uses
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.
35 / Maven Income and Growth VCT 3 PLC
Bud Systems
bud.co.uk
Learning & development/recruitment technology
Cost (£’000) 762
Valuation (£’000) 1,867
Basis of valuation Revenue
Equity held 4.1%
Income received to date (£’000)
1
Nil
First invested September 2022
Year end 31 December
2024 (£’000) 2023 (£’000)
Net assets 4,183 4,410
This company produces abridged accounts as
permitted under the Companies Act 2006 relating to
small companies.
Bud Systems is a provider of 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 which brings
together learners, training providers and employers
and supports the process through to reporting and
regulatory compliance.
Secaro (formerly Manufacture 2030)
secaro.io
Software & technology (data analytics)
Cost (£’000) 896
Valuation (£’000) 1,860
Basis of valuation Revenue
Equity held 5.5%
Income received to date (£’000)
1
Nil
First invested March 2023
Year end 31 December
2024 (£’000) 2023 (£’000)
Net liabilities (2,104) (104)
This company produces abridged accounts as
permitted under the Companies Act 2006 relating to
small companies.
Secaro is a 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. Secaro provides software
reporting tools that enable companies to measure,
manage and reduce carbon emissions. In December
2025, the business rebranded as Secaro.
36 / 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) 104
First invested July 2016
Year end 31 December
2024 (£’000) 2023 (£’000)
Sales 9,617 8,081
EBITDA
3
2,824 2,072
Net assets 4,665 4,102
Rockar is leading the worldwide adoption of a digital
sales journey for the automotive sector, using a
sophisticated proprietary software platform based
on microservices architectural technology. It is
working with global automotive Original Equipment
Manufacturers (OEMs) to develop a digital, omnichannel
and immersive means by which consumers can select,
configure, and finance the purchase of their car via a
seamless online journey. The platform also allows OEM
clients to exercise more control over the marketing and
sale of their products.
RiskSmart
risksmart.co.uk
Software & technology (regtech)
Cost (£’000) 481
Valuation (£’000) 1,411
Basis of valuation Revenue
Equity held 3.7%
Income received to date (£’000)
1
Nil
First invested November 2024
Year end 31 December
2024 (£’000) 2023 (£’000)
Net assets 1,510 498
This company produces abridged accounts as
permitted under the Companies Act 2006 relating to
small companies.
RiskSmart is a developer of a governance, risk
and compliance platform that targets mid-market
organisations that have typically been underserved,
as other platforms have been overly complicated and
expensive compared to the needs of smaller enterprise
businesses. The platform leverages data insight and
machine learning to provide real time information to
help transform how businesses manage governance,
risk and compliance, and it is integrated with other
business systems which simplifies installation.
37 / Maven Income and Growth VCT 3 PLC
Blackdot Solutions
blackdotsolutions.com
Software & technology (regtech)
Cost (£’000) 995
Valuation (£’000) 1,244
Basis of valuation Revenue
Equity held 3.1%
Income received to date (£’000)
1
Nil
First invested January 2025
Year end 31 August
2025 (£’000) 2024 (£’000)
Net assets/(liabilities) 757 (2,766)
This company produces abridged accounts as
permitted under the Companies Act 2006 relating to
small companies.
Blackdot Solutions is a developer of a SaaS platform
which supports risk, compliance and client onboarding
teams across government, financial institutions and
large corporates. The technology uses open-source
intelligence (OSINT) and integrated data sources to
allow users to efficiently conduct secure investigations,
identify threats, mitigate risk and comply with complex
regulatory standards.
Sensoteq
sensoteq.com
Software & technology (specialist manufacturing)
Cost (£’000) 999
Valuation (£’000) 1,390
Basis of valuation Revenue
Equity held 7.8 %
Income received to date (£’000)
1
Nil
First invested November 2023
Year end 31 March
2025 (£’000) 2024 (£’000)
Net assets 1,356 1,628
This company produces abridged accounts as
permitted under the Companies Act 2006 relating to
small companies.
Sensoteq is a manufacturer of wireless condition
monitoring sensors which help to track critical
parameters such as temperature and vibration on
high wear components in a wide range of industrial
applications globally. The technology removes
the need for manual inspection and allows remote
monitoring of production equipment in some of
the harshest industrial environments thus enabling
customers to avoid costly and disruptive downtime on
critical equipment.
38 / Maven Income and Growth VCT 3 PLC
CYSIAM
cysiam.com
Software and technology (cyber security)
Cost (£’000) 448
Valuation (£’000) 1,166
Basis of valuation Revenue
Equity held 5.8%
Income received to date (£’000)
1
Nil
First invested December 2021
Year end 30 November
2024 (£’000) 2023 (£’000)
Net assets 1,386 1,412
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 to organisations across the
public and private sectors, which have experienced
significant increases in cyber crime, accelerated by
disruption and changing working patterns throughout
the pandemic.
The Company 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 34 to 38.
Maven Renovar VCT PLC is also invested in Secaro.
Maven Investor Partners are invested in Secaro, Summize, Bright Network, HCS, RiskSmart and CYSIAM.
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) 243
First invested December 2012
Year end 31 December
2024 (£’000) 2023 (£’000)
Sales 24,895 27,665
EBITDA
3
4,334 3,941
Net liabilities (10,572) (12,239)
HCS is a provider of mechanical, hydraulic and
electrical systems for the global energy industry.
The company manufactures, assembles and services
control systems, and provides offshore manpower,
equipment rental, maintenance and storage to oil
& gas operators. HCS operates from facilities in
Glenrothes, Aberdeen and Perth, Australia. It 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.
1
No interest is payable as the investment has been structured as all equity.
2
Accounts restated.
3
Earnings before interest, tax, depreciation, and amortisation.
39 / Maven Income and Growth VCT 3 PLC
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
MAVEN OFFICES
1
5
4
7
10
8
13
9
15
14
12
11
1 6
3 2
Glasgow
Edinburgh
Newcastle
Durham
Middlesbrough
Nottingham
Birmingham
Bristol
Reading
London
Manchester
15 LARGEST INVESTMENTS
BY VALUATION
NATIONAL PRESENCE
I
REGIONAL FOCUS
40 / Maven Income and Growth VCT 3 PLC
AS AT 30 NOVEMBER 2025
Investment
Valuation
£'000
Cost
£'000
% of
total
assets
% of
equity held
% of equity
held by
other
clients
1
Unlisted
Summize Limited 2,640 796 4.0 3.9 31.9
Bright Network (UK) Limited 1,969 1,139 3.0 7.1 32.0
Bud Systems Limited 1,867 762 2.8 4.1 13.5
2 Degrees Limited (trading as Secaro)
2
1,860 896 2.8 5.5 46.0
Rockar 2016 Limited (trading as Rockar) 1,771 971 2.7 4.3 15.1
RiskSmart Limited 1,411 481 2.1 3.7 46.9
Sensoteq Limited 1,390 999 2.1 7.8 23.8
Blackdot Solutions Limited 1,244 995 1.9 3.1 9.2
CYSIAM Limited 1,166 448 1.8 5.8 22.0
HCS Control Systems Group Limited 1,099 746 1.7 6.1 30.4
Liftango Group Limited 1,092 895 1.7 4.4 31.4
The Algorithm People Limited
(trading as Optimize)
1,041 486 1.6 5.7 9.5
WaterBear Education Limited 984 370 1.5 7.8 31.4
mypura.com Group Limited (trading as Pura) 972 611 1.5 2.2 22.8
Plyable Limited 955 955 1.5 11.4 46.4
Zinc Digital Business Solutions Limited 919 768 1.4 11.7 3 7.1
Hublsoft Group Limited 882 705 1.3 5.5 18.2
Martel Instruments Holdings Limited 879 671 1.3 12.4 31.8
Automated Analytics Limited 878 352 1.3 2.2 31.9
Nano Interactive Group Limited 842 727 1.3 4.0 11.9
Biorelate Limited 841 547 1.3 2.5 25.1
BioAscent Discovery Limited 839 199 1.3 5.0 35.0
Relative Insight Limited 820 820 1.2 4.2 26.6
Precursive Limited 750 750 1.1 5.5 29.0
Vodat Communications Group (VCG)
Holding Limited
749 567 1.1 5.0 26.9
CODILINK UK Limited (trading as Coniq) 675 450 1.0 1.3 3.6
Novatus Global Limited
3
627 134 1.0 0.8 3.4
Delio Limited 624 833 0.9 4.1 11.1
Arimon Limited (trading as Digilytics) 623 499 0.9 3.6 14.3
Laverock Therapeutics Limited 622 622 0.9 2.1 7.3
Metrion Biosciences Limited 597 597 0.9 4.3 13.9
Enpal Limited (trading as Guru Systems) 581 581 0.9 3.2 18.4
McKenzie Intelligence Services Limited 481 159 0.7 1.6 14.0
INVESTMENT PORTFOLIO SUMMARY
41 / Maven Income and Growth VCT 3 PLC
AS AT 30 NOVEMBER 2025
Investment
Valuation
£'000
Cost
£'000
% of
total
assets
% of
equity held
% of equity
held by
other
clients
1
Unlisted (continued)
MirrorWeb Holdings LLC
4
479 479 0.7 0.7 4.2
Whiterock Group Limited 470 470 0.7 8.0 29.9
Horizon Technologies Consultants Limited 466 448 0.7 3.1 14.1
Alderley Lighthouse Labs Limited 448 448 0.7 8.4 59.1
Connected Data Company Limited 423 423 0.6 3.9 11.8
Flow UK Holdings Limited 420 597 0.6 7.0 28.0
AMufacture Limited 385 385 0.6 6.8 21.8
Fixtuur Limited 372 1,000 0.6 8.0 49.4
FITR. Holdings Limited 363 363 0.6 3.2 9.9
ebb3 Limited 356 326 0.5 6.5 64.0
HiveHR Limited 346 346 0.5 4.4 40.2
Growth Capital Ventures Limited 331 319 0.5 5.8 41.6
PowerPhotonic Limited 325 325 0.5 2.7 19.0
Filtered Technologies Limited 318 917 0.5 7.6 17.8
Snappy Shopper Limited 309 309 0.5 0.4 1.3
Boomerang Commerce Inc
(trading as CommerceIQ)
5
303 773 0.5 0.1 0.4
Kani Payments Holdings Limited 249 249 0.4 1.5 13.3
iAM Compliant Limited 246 149 0.4 1.9 47.2
Cat Tech International Limited 238 206 0.4 - -
DiffusionData Limited 201 780 0.3 4.1 17.3
Zing TopCo Limited (trading as Zing) 185 185 0.3 4.9 42.8
TC Communications Holdings Limited 181 980 0.3 9.8 25.5
Reed Thermoformed Packaging Limited
(trading as iPac Packaging Innovations)
140 100 0.2 0.5 11.8
XR Games Limited 134 353 0.2 5.2 55.8
RevLifter Limited 116 116 0.2 1.5 42.8
C4X Discovery Holdings PLC
6
82 119 0.2 0.3 0.6
Kerrera TopCo Limited
(trading as Kube Networks Limited)
7
76 76 0.1 1.9 30.4
ReNeuron Group PLC
6
13 278 - 0.7 1.4
Other unlisted investments 21 4,230 -
Total unlisted 42,686 37,280 64.8
ShadedlineindicatesthattheinvestmentwascompletedpreNovember2015.
42 / Maven Income and Growth VCT 3 PLC
AS AT 30 NOVEMBER 2025
Investment
Valuation
£'000
Cost
£'000
% of
total
assets
% of
equity held
% of equity
held by
other
clients
1
AIM quoted
Diaceutics PLC 317 161 0.5 0.2 2.6
GENinCode PLC 201 869 0.3 3.3 9.2
MaxCyte Inc
8
106 137 0.2 0.1 1.1
Cambridge Cognition Holdings PLC 47 62 0.1 0.4 3.5
Eden Research PLC 28 83 - 0.2 4.3
Spectral AI
9
20 99 - - -
Vianet Group PLC 15 31 - 0.1 1.3
Other quoted investments 12 2,248 -
Total AIM quoted 746 3,690 1.1
Private equity investment trusts
10
HgCapital Trust PLC 794 420 1.2 - 0.1
ICG Enterprise Trust PLC 622 380 0.9 0.1 0.2
Patria Private Equity Trust PLC 561 374 0.9 0.1 0.2
HarbourVest Global Private Equity Limited 365 167 0.6 - -
CT Private Equity Trust PLC 364 253 0.6 0.1 0.3
NB Private Equity Partners Limited 352 371 0.5 - 0.2
Partners Group Private Equity Limited 278 270 0.4 - 0.1
Pantheon International PLC 248 138 0.3 - 0.1
Total private equity investment trusts 3,584 2,373 5.4
Global equity investment trusts
10
Alliance Witan PLC 192 149 0.3 - -
JPMorgan Global Growth & Income PLC 186 150 0.3 - -
Total global equity investment trusts 378 299 0.6
Real estate investment trusts
10
Tritax BigBox REIT PLC 158 153 0.2 - -
Land Securities Group PLC 106 107 0.2 - -
Total real estate investment trusts 264 260 0.4
Infrastructure investment trusts
10
3i Infrastructure PLC 301 270 0.5 - -
Pantheon Infrastructure PLC 282 251 0.4 0.1 0.2
International Public Partnerships Limited 199 235 0.3 - -
Foresight Environmental Infrastructure Limited 151 269 0.2 - 0.1
Foresight Solar Fund Limited 107 125 0.2 - 0.1
Total infrastructure investment trusts 1,040 1,150 1.6
43 / Maven Income and Growth VCT 3 PLC
AS AT 30 NOVEMBER 2025
Investment
Valuation
£'000
Cost
£'000
% of
total
assets
% of
equity held
% of equity
held by
other
clients
1
Open-ended investment companies
10
Royal London Short Term Money Market Fund
(Class Y Income)
1,003 1,012 1.5 - -
Royal London Short Term Fixed Income Fund
(Class Y Income)
993 1,000 1.5 0.1 0.2
Total open-ended investment companies 1,996 2,012 3.0
Total investments 50,694 47,064 76.9
Money market funds
10
abrdn Liquidity Fund (Lux) -
Sterling Fund K-1 Inc GBP
1,000 1,000 1.5 - -
Aviva Investors Sterling Government
Liquidity Fund (Class 3)
1,000 1,000 1.5 - -
Aviva Investors Sterling Liquidity Fund (Class 3) 1,000 1,000 1.5 - -
Goldman Sachs Sterling Government Liquid
Reserves Ireland (Institutional)
1,000 1,000 1.5 0.4 0.4
State Street GBP Liquidity LVNAV Fund
(Institutional)
1,000 1,000 1.5 - -
Fidelity Institutional Liquidity Sterling Fund
(Class F)
500 500 0.9 - 0.1
Total money market funds
11
5,500 5,500 8.4
Total investments including cash equivalents 56,194 52,564 85.3
1
Other clients of Maven Capital Partners UK LLP.
2
Formerly trading as Manufacture 2030.
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 in August 2024,
with a proportion of the proceeds re-invested in the new entity, MirrorWeb Holdings LLC.
5
This holding reflects the retained minority interest following the sale of e.fundamentals (Group) Limited to CommerceIQ in July 2022.
6
This company delisted from AIM during a previous period.
7
Your Company gained an equity holding in Kerrera TopCo Limited (trading as Kube Networks Limited) as a result of an all share
transaction to acquire ISN Solutions Group Limited.
8
This company delisted from AIM during the period and retains a listing on Nasdaq.
9
This company delisted from AIM during a previous period and retains a listing on Nasdaq.
10
Treasury management portfolio.
11
Money Market Funds have been reclassified as a cash equivalent.
44 / Maven Income and Growth VCT 3 PLC
The Directors submit their Annual Report together with the audited Financial Statements of the
Company for the year ended 30 November 2025. 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 15 and the Board’s approach to dividends is summarised in the
Chairman’s Statement on page 9.
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.
The Directors have considered the principal political and economic factors relevant to the Company’s future, including
the stability of the VCT scheme, potential changes in government policy and the wider regulatory environment. They
have also assessed macroeconomic conditions such as inflation, interest rates and the availability of growth capital,
alongside geopolitical factors including ongoing conflicts affecting energy prices, trade tensions influencing supply-
chain reliability and heightened global security risk impacting market sentiment. Following a detailed review, 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 January 2024, and Provision
36 of the AIC Corporate Governance Code, published in August 2024, (the Codes), the Board has considered the
Company’s prospects and risks for the five-year period to 30 November 2030, 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, ongoing geopolitical uncertainty, and the
heightened global security risk.
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 14, 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 2030, and deemed them to be realistic and fair.
DIRECTORS’ REPORT
45 / 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 investment
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 2030.
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 55 to 60.
Directors
The biographies of the Directors who held office during the Company’s financial year and 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 on page 46. 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, each Director, in accordance with the Codes, will retire at the 2026
AGM and, being eligible, offer themselves for 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 until his recent retirement, was a partner of a corporate finance firm,
which ensures that he brings recent and relevant financial experience to the Board. He is well placed to serve as
Chairman, bringing his extensive experience in corporate finance and a detailed understanding of the Company and
the sector in which it operates. He has a proven ability to lead with clarity and purpose and his strong communication
skills enable him to guide strategic decision making effectively.
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 his role as a Director of the
Company and allows him to be a valued contributor to Board discussions.
Bill Nixon, as the chair of Maven and with over 45 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.
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. Having served on, led and advised boards ranging
from start up to £120 million turnover in the care, aviation, software and agriculture sectors, he brings a skill set that
enables him to play a valuable role in looking after the interests of Shareholders and providing strategic input. David is
Chair of the Audit & Risk Committee and as its Chair, he 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 level of detail required.
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 re-elected and resolutions to this effect will be
proposed at the 2026 AGM.
46 / Maven Income and Growth VCT 3 PLC
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 2025
Ordinary Shares of 10p each
30 November 2024
Ordinary Shares of 10p each
Keith Pickering 242,386 242,386
David Allan 65,023 62,280
Bill Nixon 1,416,989 1,124,650
David Priseman 39,445 29,638
Total 1,763,843 1,458,954
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 20 March 2026, 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 348,973; David Allan 65,023; Bill Nixon 1,843,337; and David Priseman 50,103.
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 2025, 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
6,636,403 4.84
At 20 March 2026, 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
6,598,688 4.48
47 / 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 2025 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 2025, 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 2024);
• a secretarial fee of £133,000 (2024: £128,845), which is charged 100% to revenue and is subject to an annual
adjustment to reflect movement in the UK Retail Prices Index: and
• a performance incentive fee of £77,000 (2024: nil).
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% (unchanged from 2024) of the average net asset value
for the relevant financial period, adjusted annually and excluding performance fees, regulatory and exceptional costs.
Independent of these arrangements, Maven may also receive, from investee companies, fees in relation to arranging
transactions, monitoring of business progress and for providing non-executive directors for their boards. During the
year under review, Maven received arrangement fees of £128,608 (2024: £159,099) and Monitoring and Directors’ fees
of £487,827 (2024: £536,940) attributable to the investments of the Company.
During the year, Maven also received the sum of £19,300 (plus VAT) (2024: £18,800 (plus VAT)) per annum in respect of
Bill Nixon’s role as a Director of the Company.
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.
48 / Maven Income and Growth VCT 3 PLC
It should be noted that as at 20 March 2026, Maven and certain of its executives, including Bill Nixon, held in
aggregate, 2,648,850 of the Company’s Ordinary Shares of 10p and that this represented 1.80% 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 9, to propose its
re-appointment, will be put forward at the 2026 AGM, along with Resolution 10, to authorise the Directors to fix its
remuneration. No non-audit fees were paid to Johnston Carmichael LLP during the year under review (2024: 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 2025, the Company bought back a total of 4,467,840 (2024: 2,798,402) of its
own Ordinary Shares of 10p each for cancellation, being 3.47% of the issued share capital as at 14 March 2025, being
the last practicable date before the publication of the previous Annual Report.
Subsequent to the year end, a further 1,004,959 Ordinary Shares were bought back for cancellation.
A Special Resolution, numbered 13 in the Notice of Annual General Meeting, will be put to Shareholders at the 2026
AGM for their approval to renew the Company’s authority to purchase in the market a maximum of 14,743,735
Ordinary Shares (10% of the shares in issue at 20 March 2026). Such authority will expire on the date of the Annual
General Meeting in 2027 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 13, 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, 19,447,225 new Ordinary Shares were allotted pursuant to the Company’s 2024/2025
Offer for Subscription (2023/2024: 10,085,642) and 1,151,213 new Ordinary Shares were allotted pursuant to the
Company’s DIS (2024: 772,051). Subsequent to the year end, 10,897,793 new Ordinary Shares were allotted
pursuant to the Company’s 2025/2026 Offer for Subscription and 284,300 new Ordinary Shares were allotted
pursuant to the Company’s DIS. An Ordinary Resolution, numbered 11 in the Notice of Annual General Meeting,
will be put to Shareholders at the 2026 AGM for their approval for the Company to issue up to an aggregate
nominal amount of £1,474,373 (equivalent to 14,743,730 Ordinary Shares or 10% of the total issued share capital at
20 March 2026).
49 / Maven Income and Growth VCT 3 PLC
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 2027 or on the
expiry of 15 months from the passing of the Resolution, whichever is the first to occur.
When shares are to be allotted for cash, Section 561(1) of the Companies Act 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 12 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 £1,474,373 (equivalent to 14,743,730 Ordinary Shares or 10% of the total issued share capital at 20 March
2026) 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 11. The authority will also expire either at the conclusion of the AGM of
the Company in 2027 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 2025, the Company’s share capital comprised 137,260,216 Ordinary Shares of 10p each.
Subsequent to the year end, the Company bought back 1,004,959 Ordinary Shares for cancellation, and issued and
allotted 11,182,093 new Ordinary Shares. As a result, there were 147,437,350 Ordinary Shares of 10p each in issue at
20 March 2026, 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
55 to 60.
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 93, there are no further related party
transactions that require to be disclosed.
Post Balance Sheet Events
As referred to in the Chairman’s Statement on page 12, on 28 January 2026, by an Order of the High Court of Justice,
the share premium account and the capital redemption reserve were cancelled, and the Court Order was registered
by the Registrar of Companies on 31 January 2026, at which point, the cancellation became effective.
The Directors have proposed a final dividend of 0.60p per Ordinary Share, in respect of the year ended 30 November
2025. The final dividend will be paid on 15 May 2026 to Shareholders on the register at 17 April 2026.
Other than those referred to above, and in the Strategic Report, there have been no events since 30 November
2025 that require disclosure.
50 / Maven Income and Growth VCT 3 PLC
Future Developments
An indication of the Company’s expected future developments can be found in the Chairman’s Statement on page
14 and in the Investment Manager’s Review on page 33, which highlights the Board and Manager’s commitment to,
where possible, providing returns to Shareholders and delivering the Company’s investment strategy.
Annual General Meeting and Directors’ Recommendation
The AGM will be held on 30 April 2026, and the Notice of Annual General Meeting is on pages 94 to 99 of this
Annual Report. The Notice of Annual General Meeting also contains a Special Resolution (Resolution 14) 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 https://maven3-agm.city-proxyvoting.uk. Please refer to the notes to
the Notice of Annual General Meeting on pages 96 to 99 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
24 March 2026
51 / 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 65 to 71.
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 2025 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 53. The dates of
appointment of the Directors in office at 30 November 2025, and the dates on which they will next be proposed for
re-election, are as follows:
Date of
original appointment
Date of
previous re-election
Due date
for re-election
Keith Pickering (Chairman) 15 April 2015 1 May 2025 30 April 2026
David Allan 1 March 2017 1 May 2025 30 April 2026
Bill Nixon 1 November 2005 1 May 2025 30 April 2026
David Priseman 1 February 2024 1 May 2025 30 April 2026
During the year ended 30 November 2025, 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 2025 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 £700 and the remuneration of the Chairman be increased by £1,000, with effect
from 1 December 2025, increasing the remuneration to £24,000 in respect of the Chairman and £20,000 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
52 / Maven Income and Growth VCT 3 PLC
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 46. 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 the ten years to 30 November 2025, 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.
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
0
50
100(£)
150
200
Maven Income and
Growth VCT 3 PLC -
NAV total return
Maven Income and
Growth VCT 3 PLC -
share price total return
FTSE AIM
All-Share Index
total return
53 / 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 30 November 2025, and the projected fees for the year ending 30 November 2026, together with the
percentage changes in those years, respectively are as follows:
Year to
30 Nov
2026
£
Change
to 30 Nov
2026
%
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)
24,000 4.4 23,000 9.8 20,939 26.4 17,800 0.00 17,800 5.9 16,800
David Allan 20,000 3.6 19,300 2.7 18,800 5.62 17,800 0.00 17,800 5.9 16,800
Bill Nixon
2
20,000 3.6 19,300 2.7 18,800 5.62 17,800 0.00 17,800 5.9 16,800
David Priseman
3
20,000 3.6 19,300 2.7 15,658 N/A N/A 0.00 N/A N/A N/A
Atul Devani
4
N/A N/A N/A N/A 9,493 4.65 21,500 0.00 21,500 4.9 20,500
Total 84,000 - 80,900 - 83,690 - 74,900 - 74,900
1
Keith Pickering became Chairman of the Company on 2 May 2024.
2
Bill Nixon’s remuneration was paid to Maven Capital Partners UK LLP and subject to VAT.
3
David Priseman was appointed as a Director on 1 February 2024.
4
Atul Devani retired from being the Chairman and a Director of the Board on 2 May 2024.
ThepercentagechangesarecalculatedbasedontheannualisedamountpayabletoeachindividualDirector.
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 2025 (2024: £nil).
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 2025, no communication was received from Shareholders regarding the
Directors’ remuneration.
Relative Cost of Directors’ Remuneration
The chart below shows, for the years ended 30 November 2024 and 30 November 2025, the cost of Directors’ fees
compared with the level of dividend distribution in those years:
0 1,000 2,000 3,000 4,000 5,000 6,000
Directors'
fees 2024
Dividends
2024
Directors'
fees 2025
Dividends
2025
Relative Cost of Directors' Remuneration
(£'000)
(£'000)
54 / Maven Income and Growth VCT 3 PLC
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.
Approval
An Ordinary Resolution to approve this Directors’ Remuneration Report will be put to Shareholders at the 2026
AGM. At the AGM held on 1 May 2025, the results in respect of an Ordinary Resolution to approve the Directors’
Remuneration Report for the year ended 30 November 2024 were as follows:
Percentage of
votes cast for
Percentage of
votes cast against
Number of
votes withheld
Remuneration Report 92.16 7.84 272,622
The Directors’ Remuneration Report was approved by the Board of Directors and signed on its behalf by:
David Allan
Director
24 March 2026
55 / 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
Corporate Governance Code (the AIC Code) in August 2024. 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 chair 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.
STATEMENT OF CORPORATE GOVERNANCE
56 / Maven Income and Growth VCT 3 PLC
The biographies of the Directors appear in the Your Board section of this Annual Report and indicate their high level
and range of investment, industrial, commercial and professional experience.
The Board sets the Company’s values and objectives and ensures that its obligations to Shareholders are met. It has
formally adopted a schedule of matters that are required to be brought to it for decision, thus ensuring that it
maintains full and effective control over appropriate strategic, financial, operational and compliance issues. These
matters include:
• the appointment and removal of the Manager and the terms and conditions of any management and
administration agreement;
• the maintenance of clear investment objectives and risk management policies;
• the monitoring of the business activities of the Company;
• Companies Act requirements such as the approval of 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
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 2025, the Board held seven Board meetings and nine Board Committee
meetings. In addition, there were five meetings of the Audit & Risk Committee and one meeting each of the
Management Engagement, Nomination, and Remuneration Committees.
57 / Maven Income and Growth VCT 3 PLC
Directors have attended Board and Committee Meetings during the year ended 30 November 2025
1
as follows:
Director Board
Board
Committee
Audit & Risk
Committee
Nomination
Committee
Remuneration
Committee
Management
Engagement
Committee
Keith Pickering 7 (7) 9 (9) 5 (5) 1 (1) 1 (1) 1 (1)
David Allan 7 (7) 9 (9) 5 (5) 1 (1) 1 (1) 1 (1)
Bill Nixon
2
6 (7) 9 (9) n/a 1 (1) n/a n/a
David Priseman 7 (7) 9 (9) 5 (5) 1 (1) 1 (1) 1 (1)
1
The number of meetings which the Directors were eligible to attend is in brackets.
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 the annual Board performance evaluation, using
questionnaires and discussion to ensure that Directors have considered performance, composition, diversity and
how effectively they work together to achieve the Company’s investment objective, and whether they each
continue to contribute effectively and devote sufficient time to Company matters. The independence of each
Director is also considered to be important.
The annual review seeks the Directors’ views on the issues that are most fundamental to the Company’s strategy,
for example, its performance, its investment objectives, and shareholding structure. In addition, the Board assesses
and monitors its culture and behaviour, by ensuring Board Meetings are conducted in such a way as to ensure open
communication, meaningful participation by all members, and allows for critical questioning and civil disagreement.
The Chairman is subject to evaluation by his fellow Directors, and this includes ensuring that the Chairman
encourages openness and transparency and that the work of the Board is aligned with the Company’s purpose,
value and investment strategy and promotes a positive culture and a transparent way of working.
The Board discussed having an externally facilitated board evaluation, however, after consideration, agreed that the
current process works well based on the size of the Board.
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.
58 / Maven Income and Growth VCT 3 PLC
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 62 to 64.
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 2025,
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 under review, the Committee 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 re-election. Accordingly,
Resolutions 5 to 8 will be proposed at the 2026 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 2025 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 51 to 54.
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.
59 / 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 2025, 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 2025.
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.
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
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.
60 / Maven Income and Growth VCT 3 PLC
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 61, the Statement of
Going Concern and the Viability Statement are included in the Directors’ Report on pages 44 and 45. The Independent
Auditor’s Report is on pages 65 to 71.
Authorised for issue by the Board
Maven Capital Partners UK LLP
Secretary
24 March 2026
61 / 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 UK 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
2025 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
24 March 2026
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
62 / Maven Income and Growth VCT 3 PLC
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
The Audit & Risk Committee is chaired by David Priseman and comprises all independent Directors.
REPORT OF THE
AUDIT & RISK COMMITTEE
63 / Maven Income and Growth VCT 3 PLC
has delegated the portfolio management of the
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 77.
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 (JPMorganChase 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 77.
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.
64 / Maven Income and Growth VCT 3 PLC
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 76.
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 15 to 17.
Activities of the Audit & Risk Committee
The Committee met five 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 February 2025, 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 2024. The Committee concluded that it was
satisfied with the performance of Johnston Carmichael
LLP and recommended its re-appointment as
Independent Auditor.
At its meeting in June 2025, the Committee reviewed
the Half Yearly Report for the six months ended 31 May
2025, and also considered the independence, tenure
and performance of Johnston Carmichael as
Independent Auditor.
Subsequent to 30 November 2025, the Committee
considered the draft Annual Report and Financial
Statements for the year ended 30 November 2025,
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, with 30 November 2022 being
the first year end audited by Johnston Carmichael.
Johnston Carmichael will rotate the Senior Statutory
Auditor responsible for the audit at least every five years
and Bryan Shepka is the Company’s current Senior
Statutory Auditor.
The Independent Auditor’s Report is on pages 65 to 71.
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 2026 AGM.
David Priseman
Director
24 March 2026
65 / 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 2025, 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 TheFinancialReportingStandardapplicablein
theUKandRepublicofIreland(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 2025 and of its 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
“Investment Manager”, the “Company Secretary”, and the “Administrator”) JPMorganChase Bank (the “Custodian”
for level 1, level 2 and some level 3 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.
66 / Maven Income and Growth VCT 3 PLC
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 matter in arriving at our audit opinion above, together with how our audit
addressed the matter and the results of our audit work in relation to the matter.
Key audit matter How our audit addressed the key audit matter and our conclusions
Valuation and ownership of
level 3 investments
(as per page 63 (Report of the
Audit & Risk Committee), page
77 (Accounting Policies) and
page 81 (Note 8)).
The valuation of the level 3
portfolio at 30 November 2025
was £42.7m (2024: £40.6m).
As this is the largest component
in the Company’s Balance Sheet,
and there is a high degree of
subjectivity in the valuation of
level 3 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 and ownership process for level
3 investments at the Administrator and Investment Manager to evaluate the
design of the processes and implementation of key controls.
We obtained evidence that the Investment Manager’s Valuation Committee
reviewed all level 3 valuations.
We obtained evidence of the Board’s challenge and approval of the level 3
valuations.
As part of our risk assessment procedures, we stratified the level 3 investment
portfolio and selected a sample of investments for detailed testing based on
this risk-based stratification.
For the level 3 investments selected in our sample, 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
value 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 and
assessed how management get comfortable with the accuracy and reliability
of investee company information;
•
Where deemed appropriate, engaged our specialist corporate finance team
to review certain judgemental inputs to valuation 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 to either the independently
obtained custodian confirmation, original share certificates, direct confirmation
from the underlying investee company or confirmation statements.
We tested 100% of new investments above our clearly trivial threshold and
agreed these to share certificates or loan notes/agreements and payments to
bank statements.
We tested a sample of disposals in the year and agreed to sales and purchase
agreements and traced and agreed receipts to bank.
We tested a sample of follow on investments to sales and purchase
agreements and traced payments to bank statements.
From our completion of these procedures, we identified no material
misstatements in relation to the valuation and ownership of the level 3
investments.
67 / 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.
£1.32m
(2024: £1.24m)
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.
£0.86m
(2024: £0.81m)
Specific materiality
We have set a lower level of 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 applied a separate testing threshold for Income
from Investments in the Income Statement, which is set at the higher of 5% of the
Net return on Ordinary Activities before Taxation and our Audit & Risk Committee
reporting threshold. As the 5% of the Net return on Ordinary Activities before
Taxation figure is below the Audit & Risk Committee reporting threshold, the Audit &
Risk reporting threshold has been used for the specific materiality.
£0.07m
(2024: £0.06m)
Audit & Risk Committee reporting threshold
We agreed with the Audit & Risk 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.
£0.07m
(2024: £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.
68 / Maven Income and Growth VCT 3 PLC
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.
69 / 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 44;
• 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 44 and 45;
• The Directors’ statement on fair, balanced and understandable set out on page 61;
• 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 page 45;
• The Directors’ confirmation that it has carried out a robust assessment of the emerging and principal risks set out
on pages 15 to 17;
• The section of the Annual Report that describes the review of the effectiveness of risk management and internal
control systems set out on pages 62 and 63; and
• The section describing the work of the Audit & Risk Committee set out on page 64.
Responsibilities of Directors
As explained more fully in the Directors’ Responsibilities Statement set out on page 61, 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.
70 / Maven Income and Growth VCT 3 PLC
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 Corporate Governance Code (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 of level 3 investments
• Management override of controls
Audit procedures performed in response to the risks relating to valuation 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.
71 / Maven Income and Growth VCT 3 PLC
Other matters which we are required to address
Following the recommendation of the Audit & Risk 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 four years, covering the years ended 30 November 2022 to 30 November 2025.
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 & Risk 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
24 March 2026
72 / Maven Income and Growth VCT 3 PLC
FOR THE YEAR ENDED 30 NOVEMBER 2025
Year ended
30 November 2025
Year ended
30 November 2024
Restated*
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gain on investments 8 - 1,989 1,989 - 3,143 3,143
Income from investments 2 833 - 833 817 - 817
Other income 2 539 - 539 495 - 495
Investment management fees 3 (339) (1,359) (1,698) (311) (1,243) (1,554)
Other expenses 4 (445) - (445) (413) - (413)
Net return on ordinary activities before
taxation
588 630 1,218 588 1,900 2,488
Tax on ordinary activities 5 - - - - - -
Return attributable to Equity Shareholders 7 588 630 1,218 588 1,900 2,488
Earnings per share (pence) 7 0.44 0.47 0.91 0.49 1.59 2.08
*
FurtherdetailsoftherestatementcanbefoundinNote19onpage93.
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.
INCOME STATEMENT
73 / Maven Income and Growth VCT 3 PLC
FOR THE YEAR ENDED 30 NOVEMBER 2025
Non-distributable Reserves Distributable Reserves
Year ended
30 November 2025 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 2024 12,113 29,866 999 5,250 4,380 8,314 1,224 62,146
Net return - - - 3,074 (1,085) (1,359) 588 1,218
Dividends paid 6 - - - - - (5,150) (475) (5,625)
Repurchase and
cancellation of shares
12 (447) - 447 - - (2,089) - (2,089)
Net proceeds of share
issue
12 1,945 7,715 - - - - - 9,660
Net proceeds of DIS
issue*
12 115 393 - - - - - 508
Transfer between
distributable reserves
- - - - (2,000) 2,000 - -
At 30 November 2025 13,726 37,974 1,446 8,324 1,295 1,716 1,337 65,818
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
*
DIS represents the Dividend Investment Scheme as detailed in the Chairman’s Statement on page 12.
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 £165,000 (2024: £2,386,000) of losses in relation to level 1 and level 2 investments, which could be
crystallised and as such, could be deemed realised losses.
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 32 and 33), 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.
STATEMENT OF CHANGES IN EQUITY
74 / Maven Income and Growth VCT 3 PLC
AS AT 30 NOVEMBER 2025
30 November 2025
30 November 2024
Restated
*
Notes £’000 £’000
Fixed assets
Investments at fair value through profit or loss 8 50,694 48,841
Current assets
Debtors 10 671 565
Cash and cash equivalents 16 15,009 13,086
15,680 13,651
Creditors
Amounts falling due within one year 11 (556) (346)
Net current assets 15,124 13,305
Net assets 65,818 62,146
Capital and reserves
Called up share capital 12 13,726 12,113
Share premium account 13 37,974 29,866
Capital redemption reserve 13 1,446 999
Capital reserve - unrealised 13 8,324 5,250
Capital reserve - realised 13 1,295 4,380
Special distributable reserve 13 1,716 8,314
Revenue reserve 13 1,337 1,224
Net assets attributable to Ordinary Shareholders 65,818 62,146
Net asset value per Ordinary Share (pence) 14 47.95 51.31
*
Furtherdeta ilsoftherestatementcanbefoundinNote19onpage93.
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
24 March 2026
The accompanying Notes are an integral part of the Financial Statements.
BALANCE SHEET
75 / Maven Income and Growth VCT 3 PLC
FOR THE YEAR ENDED 30 NOVEMBER 2025
Year ended
30 November 2025
Year ended
30 November 2024
Restated
*
Notes £’000 £’000
Net cash flows from operating activities 15 (679) (759)
Cash flows from investing activities
Purchase of investments (5,427) (7,275)
Sale of investments 5,457 9,529
Net cash flows from investing activities 30 2,254
Cash flows from financing activities
Equity dividends paid 6 (5,625) (3,732)
Issue of Ordinary Shares 10,286 5,587
Repurchase of Ordinary Shares (2,089) (1,381)
Net cash flows from financing activities 2,572 474
Net increase in cash and cash equivalents 1,923 1,969
Cash and cash equivalents
at beginning of year
13,086 11,117
Cash and cash equivalents at end of year 15,009 13,086
*
FurtherdetailsoftherestatementcanbefoundinNote19onpage93.
The prior year investment purchases have been reduced by £4,500,000, and investment sales £7,000,000 as a
result of the reclassification of MMFs from investments to cash and cash equivalents.
The accompanying Notes are an integral part of the Financial Statements.
CASH FLOW STATEMENT
76 / Maven Income and Growth VCT 3 PLC
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 NOVEMBER 2025
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 44. 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 £111,355 (2024: £nil) was received in the
year ended 30 November 2025.
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.
1. Accounting policies
77 / 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 investments are
valued on a multiples basis by applying a multiple
to the investee’s revenue or, for companies with
sustainable earnings, to their maintainable earnings
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. 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.
4. 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. Contingent
consideration is valued based on the expected
proceeds recoverable.
In the opinion of the Board and the Manager, there are
no critical accounting judgements.
78 / Maven Income and Growth VCT 3 PLC
2. Income
Year ended 30 November 2025
Year ended 30 November 2024
Restated*
£’000 £’000
Income from investments:
UK franked investment income 286 290
UK unfranked investment income 547 527
833 817
Other income:
Income from MMFs 292 311
Deposit interest 247 184
Total income 1,372 1,312
*
FurtherdetailsoftherestatementcanbefoundinNote19onpage93.
3. Investment management fees
Year ended 30 November 2025 Year ended 30 November 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment management fees 324 1,297 1,621 311 1,243 1,554
Performance management fees 15 62 77 - - -
339 1,359 1,698 311 1,243 1,554
Details of the fee basis are contained in the Directors’ Report on page 47.
4. Other expenses
Year ended 30 November 2025 Year ended 30 November 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Secretarial fees 133 - 133 129 - 129
Directors’ remuneration 85 - 85 87 - 87
Fees to Auditor 64 - 64 54 - 54
Miscellaneous expenses 163 - 163 143 - 143
445 - 445 413 - 413
Directors’ remuneration includes Bill Nixon’s fee, which was payable to the Manager and subject to VAT.
Fees to the Auditor in respect of the audit of the Financial Statements were £53,450 plus VAT (2024: £45,150 plus VAT).
The ongoing charges ratio (OCR) for the year ended 30 November 2025 was 3.14% (2024: 3.13%), 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.
79 / Maven Income and Growth VCT 3 PLC
5. Tax on ordinary activities
Year ended 30 November 2025 Year ended 30 November 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Corporation tax - - - - - -
The tax assessed for the period is at the rate of 25% (2024: 25%).
Year ended 30 November 2025 Year ended 30 November 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Net return on ordinary activities before
taxation
588 630 1,218 588 1,900 2,488
Net return on ordinary activities before
taxation multiplied by standard rate of
corporation tax
147 158 305 147 475 622
Non taxable UK dividend income (145) - (145) (150) - (150)
Excess management expenses (2) 339 337 3 311 314
Gain on investments - (497) (497) - (786) (786)
- - - - - -
Losses with a tax value of £2,136,075 (2024: £1,801,390) 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.
80 / Maven Income and Growth VCT 3 PLC
6. Dividends
Year ended 30 November 2025 Year ended 30 November 2024
£’000 £’000
Amounts recognised as distributions to
Shareholders in the year:
Revenue dividends
Final revenue dividend for the year ended
30 November 2024 of 0.15p paid on
9 May 2025 (2023: 0.25p) 200 292
First interim revenue dividend for the
year ended 30 November 2025 of 0.20p
paid on 29 August 2025 (2024: 0.20p) 275 244
475 536
Capital dividends
Final capital dividend for the year ended
30 November 2024 of 2.00p paid on
9 May 2025 (2023: 1.90p)
2,672 2,220
First interim capital dividend for the year
ended 30 November 2025 of 1.80p paid
on 29 August 2025 (2024: 0.80p) 2,478 976
5,150 3,196
Total dividends paid in year 5,625 3,732
Proposed dividends in respect of year:
Revenue dividends
Second interim revenue dividend for the
year ended 30 November 2025 of 0.15p
(2024: nil) paid on 16 January 2026 186 -
Final revenue dividend proposed for the
year ended 30 November 2025 of nil
payable on 15 May 2026 (2024: 0.15p) - 193
186 193
Capital dividends
Second interim capital dividend for the
year ended 30 November 2025 of 0.85p
(2024: nil) paid on 16 January 2026 1,053 -
Final capital dividend proposed for the
year ended 30 November 2025 of 0.60p
payable on 15 May 2026 (2024: 2.00p) 885 2,578
1,938 2,578
Total proposed dividends in respect of year 2,124 2,771
81 / Maven Income and Growth VCT 3 PLC
7. Return per Ordinary Share
Year ended
30 November 2025
Year ended
30 November 2024
The returns per share have been based on
the following figures:
Weighted average number of Ordinary Shares 134,034,818 119,731,439
Revenue return £588,000 £588,000
Capital return £630,000 £1,900,000
Total return £1,218,000 £2,488,000
8. Investments
Year ended 30 November 2025
Investment
trusts
(quoted
prices)
£’000
AIM
(quoted
prices)
£’000
OEICs
(observable
inputs)
£’000
Unlisted
(unobservable
inputs)
£’000
Total
£’000
Valuation at 30 November 2024
Restated*
5,233 1,025 1,995 40,588 48,841
Unrealised (gain)/loss (837) 3,206 17 (5,625) (3,239)
Cost at 30 November 2024 4,396 4,231 2,012 34,963 45,602
Movements during the year:
Transfers during the year
1
- (451) - 451 -
Purchases 385 126 - 4,916 5,427
Sales proceeds (736) (18) - (4,809) (5,563)
Realised gain/(loss) 37 (198) - 1,759 1,598
Cost at 30 November 2025 4,082 3,690 2,012 37,280 47,064
Element of gains on exits not
received in cash and not readily
convertible to cash
2
- - - 758 758
Investments permanently impaired - (1,611) - (1,830) (3,441)
Unrealised gain/(loss) 1,184 (1,333) (16) 6,478 6,313
Valuation at 30 November 2025 5,266 746 1,996 42,686 50,694
*
FurtherdetailsoftherestatementcanbefoundinNote19onpage93.
Opening investments have been restated to remove MMFs of £5,500,000 which have been reclassified as cash and
cash equivalents. This was deemed an appropriate reclassification given the liquid nature of these instruments.
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 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 any accrual for and any release of deferred proceeds received
on sales transactions when proceeds are not all received upfront.
1
Transfers during the year include the delisting of Pelatro (£146,170), ReNeuron Group (£277,500) and Trackwise Designs (£27,066)
from the AIM to unlisted equity holdings.
2
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 32 and 33, 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 / Maven Income and Growth VCT 3 PLC
8. Investments (continued)
The Portfolio Valuation
30 November 2025
£’000
30 November 2024
Restated
*
£’000
Investment trusts 5,266 5,233
AIM quoted equities 746 1,025
Total level 1 investments 6,012 6,258
OEICs 1,996 1,995
Total level 2 investments 1,996 1,995
Unquoted unobservable equities 37,015 33,195
Unquoted unobservable fixed income 5,671 7,393
Total level 3 investments 42,686 40,588
Total 50,694 48,841
Realised gain on historical basis 1,598 3,382
Investments permanently impaired (3,441) -
Element of gains on exits not received in cash
and not readily convertible to cash
1
758 144
Net increase/(decrease) in value of investments 3,074 (383)
Gain on investments 1,989 3,143
*
FurtherdetailsoftherestatementcanbefoundinNote19onpage93.
1
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 32 and 33), 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.
83 / Maven Income and Growth VCT 3 PLC
9. Participating Interests
At 30 November 2025, the Company held shares amounting to 20% or more of the share class of 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
Alderley Lighthouse Labs Limited
3,933 B1 Ordinary Shares 24.9 8.4 249 249 31/05/25 1,422 (850)
2,846 B2 Ordinary Shares 45.0 8.4 180 180
300 B3 Ordinary Shares 23.7 8.4 19 19
Automated Analytics Limited
34,555 Preferred 2 Ord Shares 50.3 2.4 352 878 30/06/25 125 (1,574)
AMufacture Limited
140,459 B Ordinary Shares 23.8 6.8 39 39 31/12/24 408 (48)
Arimon Limited
(trading as Digilytics)
108,553 C1 Ordinary Shares 20.1 3.6 451 564 31/03/25 782 (119)
Blackdot Solutions Limited
2,727 B1 Ordinary Shares 27.0 3.1 900 1,125 31/08/25 757 (1,117)
288 B2 Ordinary Shares 25.7 3.1 95 119
Bright Network (UK) Limited
28,250 B Ordinary Shares 21.6 7.1 6,760 (1,153) 31/03/25 6,760 (1,153)
Connected Data Company
8,281 E Ordinary Shares 24.9 3.9 423 423 31/03/25 1,394 (752)
CYSIAM Limited
30,858 B2 Ordinary Shares 49.8 5.8 249 516 30/11/24 1,386 (14)
Drovo Limited
(trading as Advertuu)
(In administration)
607,321 C Ordinary Shares 24.9 2.2 249 - 31/08/23 837 (192)
Filtered Technologies Limited
37,279 B Ordinary Shares 30.0 7.6 750 - 31/12/24 (367) (1,378)
FITR. Holdings Limited
64,561 C1 Ordinary Shares 24.3 3.1 329 329 30/09/24 1,025 (464)
6,814 C2 Ordinary Shares 23.1 3.1 35 35
Flow UK Holdings Limited
3,512,727 B Ordinary Shares 20.1 7.0 35 - 31/12/24 (5,884) (724)
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 31/12/24 5,862 (375)
Liftango Group Limited
48,694 B2 Ordinary Shares 65.8 4.4 131 276 31/12/24 19,816 (256)
Martel Instruments
Holdings Limited
54,050 B Ordinary Shares 28.1 12.4 69 - 31/12/24 (6,390) (424)
7,388 Preference Shares 29.6 12.4 7 -
84 / Maven Income and Growth VCT 3 PLC
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
McKenzie Intelligence
Services Limited
289,907 A Ordinary shares 24.9 1.6 159 481 31/03/25 1,302 (262)
Metrion Biosciences Limited
5,331 B Ordinary Shares 22.8 4.4 57 57 31/12/24 5,810 122
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 2.5 409 653 31/07/24 9,945 (7)
1,320 C4 Ordinary Shares 64.2 2.5 203 319
Orcha Health Limited
99,500 A4 Preference Share 49.8 1.1 100 - 30/06/25 (2,172) (2,396)
Precursive Limited
265,477 D Ordinary Shares 22.4 5.5 750 750 31/01/25 407 (162)
Risk Smart Limited
45,333 Preferred A1 Ordinary Shares 35.4 3.7 434 1,274 31/12/24 1,510 (738)
4,895 Preferred A2 Ordinary Shares 34.4 3.7 47 138
Sensoteq Limited
49,482 B1 Ordinary Shares 24.8 7.8 904 1,257 31/03/25 1,356 (1,472)
5,223 B2 Ordinary Shares 23.6 7.8 95 133
TC Communications
Holdings Limited
48,606 B Ordinary Shares 27.8 9.8 49 - 31/12/24 (5,999) (107)
508,890 C Ordinary Shares 35.1 9.8 51 -
The Algorithm People Limited
1,217 A Ordinary Shares 40.0 5.7 486 1,041 30/09/24 (585) (2,052)
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
85 / Maven Income and Growth VCT 3 PLC
10. Debtors
30 November 2025 30 November 2024
£’000 £’000
Current taxation 5 24
Other debtors 209 104
Sundry debtors 62 45
Prepayments and accrued income 395 392
671 565
11. Creditors
30 November 2025
£’000
30 November 2024
£’000
Accruals 556 346
556 346
12. Share capital
30 November 2025 30 November 2024
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 121,129,618 12,113 113,070,327 11,307
Ordinary Shares repurchased during the
year
(4,467,840) (447) (2,798,402) (280)
Ordinary Shares issued during year 20,598,438 2,060 10,857,693 1,086
137,260,216 13,726 121,129,618 12,113
During the year, 4,467,840 Ordinary Shares (2024: 2,798,402) of 10p each were repurchased by the Company at a
total cost of £2,089,012 (2024: £1,381,062) and cancelled.
Subsequent to the year end, the Company bought back 1,004,959 shares for cancellation at a cost of £446,202.
During the year, the Company issued 19,447,225 Ordinary Shares (2024: 10,085,642) pursuant to an Offer for
Subscription, at subscription prices ranging from 48.83p to 52.67p (2024: 50.61p to 54.67p) per share. The total
share issue proceeds, net of fees, were £9,660,199 (2024: £5,058,319) of which £1,944,722 (2024: £1,008,564)
related to share capital and £7,715,477 (2024: £4,049,755) share premium.
Subsequent to the year end, the company issued 10,897,793 shares pursuant to an Offer for Subscription at
subscription prices ranging from 46.91p to 48.61p per share.
During the year, the Company issued 1,151,213 Ordinary Shares (2024: 772,051) under a DIS election at prices
ranging between 46.42p to 48.83p (2024: 50.61p to 52.01p). The total DIS issue proceeds were £507,965 (2024:
£375,254) of which £115,121 (2024: £77,205) related to share capital and £392,844 (2024: £298,049) share
premium.
Subsequent to the year end, the Company issued 284,300 Ordinary Shares under DIS election at 46.91p per share.
86 / Maven Income and Growth VCT 3 PLC
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 £401,935 (2024: £236,298) 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.
87 / 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 2025 30 November 2024
Net asset
value per
share
p
Net asset
value
attributable
£’000
Net asset
value per
share
p
Net asset
value
attributable
£’000
Ordinary Shares 47.95 65,818 51.31 62,146
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 2025
£’000
Year ended
30 November 2024
£’000
Net return 1,218 2,488
Adjustment for:
Gain on investments (1,989) (3,143)
Operating cash flow before movement in
working capital
(771) (655)
Increase in prepayments (2) (9)
Increase/(decrease) in accruals 93 (58)
Decrease/(increase) in debtors 1 (22)
Decrease in creditors - (15)
Cash utilised by operations (679) (759)
88 / Maven Income and Growth VCT 3 PLC
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.
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 15. 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 2025
Fixed interest
£’000
Floating rate
£’000
Non interest bearing
£’000
Sterling
AIM - - 746
Investment trusts - - 5,266
OEICs - 1,996 -
Unlisted 5,671 - 37,015
Cash and cash equivalents - 15,009 -
5,671 17,005 43,027
89 / Maven Income and Growth VCT 3 PLC
Maturity profile
The maturity profile of the Company’s fixed interest financial assets at the balance sheet date was as follows:
At 30 November 2025
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 3,669 135 693 612 562 5,671
3,669 135 693 612 562 5,671
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
(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 2025 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.
16 . Financial instruments (continued)
(ii) Interest rate risk (continued)
At 30 November 2024
Fixed interest
£’000
Floating rate
Restated*
£’000
Non interest bearing
£’000
Sterling
AIM - - 1,025
Investment trusts - - 5,233
OEICs - 1,995 -
Unlisted 7,393 - 33,195
Cash and cash equivalents - 13,086 -
7,393 15,081 39,453
*
FurtherdetailsoftherestatementcanbefoundinNote19onpage93.
The unlisted fixed interest assets have a weighted average life of 1.34 years (2024: 0.77 years) and a weighted
average interest rate of 10.24% (2024: 10.23%).
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 4.00% at 30 November 2025 (2024: 4.75%) 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 £170,050 (2024: £150,810).
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.
90 / Maven Income and Growth VCT 3 PLC
16. Financial instruments (continued)
(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 2025
£’000
30 November 2024
Restated
*
£’000
Investments in unlisted debt securities 5,671 7,393
Cash and cash equivalents 15,009 13,086
20,680 20,479
*
FurtherdetailsoftherestatementcanbefoundinNote19onpage93.
All assets that are traded on a recognised exchange, including AIM quoted securities and investment trusts, are
held by JPMorganChase, 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, JPMorganChase 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 2025 or 30 November 2024.
(v) Price risk sensitivity
Unlisted investments are valued at fair value in accordance with the IPEV Guidelines as follows:
30 November 2025
£’000
30 November 2024
£’000
Revenue multiple 25,054 24,953
Offers based on revenues 7,825 1,879
Earnings multiple 6,332 7,976
Price of Recent Investment (PORI) 3,132 2,492
Other 343 490
Discounted cashflow 0 2,798
42,686 40,588
The Board reviews the valuations of each investee company throughout the year, reviewing progress against the
set commercial objectives, assessing if there are any significant events or milestones that would indicate the value
of the investment has changed.
The background of the investment transaction is also considered when the initial price of investment may not be
an appropriate measure of fair value. For example, the contractual return of each security held should be a true
reflection of fair value if supported by measurable revenue growth.
91 / Maven Income and Growth VCT 3 PLC
16. Financial instruments (continued)
(v) Price risk sensitivity (continued)
Fair Value investments had the following movements between valuation methodologies:
Change in valuation methodology
(2024 to 2025)
Valuation at
30 November 2025
£’000
Cost/PORI to revenue multiple 1,092
Revenue multiple to cost/PORI None
Cost/PORI to discounted Offer price 6,841
Cost and PORI to net assets None
Discounted offer price to PORI 895
The valuation will be the most appropriate valuation methodology for an investment within its sector, with regard to
the financial health of the investee and the IPEV Guidelines.
FRS 102 and SORP requires the Company to disclose the inputs to the valuation methods applied to its investments.
Under FRS 102 Section 2A the fair value hierarchy definitions are as follows:
Unlisted equity, preference shares and loan stock are all valued according to Level 3 methods.
See Note 8 on pages 81 and 82 for analysis of investments held at fair value through profit and loss.
The Directors are required to consider the impact of changing one or more of the inputs as part of the valuation
process to reasonable alternative assumptions.
58% of the combined portfolio of investments is equity based on recent investment price, discounted offer
price, other net assets or on a multiple of revenue or earnings basis which have contractual rights attached. As
these investment valuations are not particularly sensitive to changes in assumptions, they are excluded from the
sensitivity analysis.
An additional 13% of the portfolio is loan stock which typically has a fixed or floating charge on the assets of the
portfolio investee and has, therefore also not been sensitised.
For the remainder of the portfolio the Board has considered the reasonable possible alternative input assumptions
when valuing each investee. In all cases a level of marketability discount has been considered.
The Board has reviewed the Manager’s adjusted inputs for a number of the largest portfolio companies (by value)
which covers 25% of the portfolio, as shown in the table on the next page.
This has resulted in a total coverage of 96% of all the combined portfolio of investments.
92 / Maven Income and Growth VCT 3 PLC
16. Financial instruments (continued)
(v) Price risk sensitivity (continued)
The main inputs considered for each type of valuation are as follows:
Change in fair value
of investments
Sector Input
Base
case*
Change
to input £’000 £’000
Software (Biomedical) Revenue Multiple 8.6 +/-0.8 -57 57
Software (Learning & Development/ Recruitment) Revenue Multiple 3.5 +/-0.4 -124 313
Software (Learning & Development) Revenue Multiple 5 +/-0.5 -144 145
Pharmaceuticals, biotechnology & healthcare Revenue Multiple 2 +/-0.2 -86 89
Business Services (Security) Revenue Multiple 5.4 +/-0.5 -146 58
Advertising and Technology Revenue Multiple 8 +/-0.8 -57 57
Marketing & Advertising technology Revenue Multiple 2.55 +/-0.3 0 19
Business Services (Ecofriendly Baby Products) Revenue Multiple 2 +/-0.2 -57 57
Automotive Software Technology Earnings Multiple 15 +/-1.5 -91 143
Business Services IT Earnings Multiple 8 +/-0.8 -31 31
Total -793 969
*
Asdetailedintheaccountingpoliciesonpage77,thebasecaseisderivedfromsectoranalysisand/ormarketcomparables,
discountedwhereappropriateformarketabilityinaccordancewithIPEVGuidelines.
Total unlisted investments per Note 8 are valued at £42,686,000 split equity £37,015,000 and loan notes £5,671,000.
The impact of these changes could result in an overall increase in the valuation of the combined unquoted equity
investments by £969,000 (2.6%) or a decrease in the valuation of equity investments of £793,000 (2.1%).
In terms of NAV, the increase in equity valuation would increase the NAV at 30 November 2025 by 0.72p per share
(1.5%) or decrease the NAV by 0.59p per share (1.2%) based on the shares in issue at 30 November 2025.
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 chairman of Maven. The Company has employed Maven throughout the period as Investment
Manager. The Company has been charged £1,621,560 by Maven as a management fee in the year to 30 November
2025 (2024: £1,553,849). The management fee is payable quarterly and is based on 2.5% of net assets at quarterly
intervals.
The Company has also been charged £76,913 by Maven as a performance fee in the year to 30 November 2025 (2024:
£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 Company Secretary. The Company has been charged
£133,489 by Maven as a secretarial fee in the year to 30 November 2025 (2024: £128,845). The secretarial fee is
payable quarterly and is based on the previous year fee’s and reflects an uplift for RPI.
Independent of these arrangements, Maven may also receive, from investee companies, fees in relation to
arranging transactions, monitoring of business progress and for providing non-executive directors for their boards.
During the year under review, Maven received arrangement fees of £128,608 (2024: £159,099) and Monitoring and
Directors’ fees of £487,827 (2024: £536,940) attributable to the investments of the Company.
During the year, Maven also received the sum of £19,300 (plus VAT) (2024: £18,800 (plus VAT)) per annum in
respect of Bill Nixon’s role as a Director of the Company.
93 / Maven Income and Growth VCT 3 PLC
18. Post Balance Sheet Events
Following a special resolution, which was confirmed by an Order of the High Court of Justice (Chancery Division) on
28 January 2026, the share premium account and capital redemption reserve were cancelled. The share premium
account was reduced by £37,800,000 and capital redemption reserve by £1,446,129 with the equivalent quantum
moving to the special distributable reserve.
19. Prior Year Restatement
The Summary of Investment Changes, the Balance Sheet, the Cash Flow Statement and Note 8 and 16 for the
year ended 30 November 2024 have been restated to reclassify investments in AAA-rated money market funds
as a cash and cash equivalent. This restatement was made due to the fact that AAA-rated money market funds
meet the definitions of cash equivalents rather than financial assets measured at fair value through profit or loss in
accordance with FRS 102. In Note 2, ‘UK franked investment income’ for 2024 has been decreased by £311,000, with
income from MMFs now shown separately.
Consequently, within the Summary of Investment Changes for the year ended 30 November 2024 and the Balance
Sheet for the year ended 30 November 2024, cash at bank and in hand of £7,586,000 and investments in AAA-rated
money market funds of £5,500,000, which had previously been presented within investments, are now shown in
aggregate as cash and cash equivalents in the amount of £13,086,000.
In the Cash Flow Statement for the year ended 30 November 2024, the opening and closing balances of cash and
equivalents now include investments in AAA-rated money market funds as well as cash and bank and in hand, and
purchases and sales of investments in AAA-rated money market funds have been excluded as they do not meet the
definition of a long-term asset. As a result, “Net cash inflow from investing activities” and “Net increase in cash and
cash equivalents” have been decreased by £2,500,000, being the movement in AAA-rated money market funds during
the prior period.
In Note 8, investments valuation and cost have been decreased by £5,500,000 at 30 November 2024, with AAA-rated
money market funds no longer shown as an investment and recognised as cash and cash equivalents. In turn, AAA-
rated money market funds were also removed from level 2 investments at the year ended 30 November 2024, with
“Total level 2 investments” and “total” portfolio valuation decreased by £5,500,000.
In the interest rate risk table in Note 16 for 2024, cash of £7,586,000 and investments in AAA-rated money market
funds of £5,500,000, which had previously been separately presented are now shown in aggregate as cash and cash
equivalents in the amount of £13,086,000. Also in Note 16, the Credit risk table for the year ended 30 November 2024
increased by £5,500,000, as AAA-rated money market funds were previously recognised in investment.
94 / Maven Income and Growth VCT 3 PLC
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, 30 April 2026 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 2025.
2. To approve the Directors’ Remuneration Report for the year ended 30 November 2025.
3. To approve the Directors’ Remuneration Policy for the three-year period ending 30 November 2028.
4. To approve a final dividend in respect of the year ended 30 November 2025 of 0.60p per Ordinary Share of 10p
each in the capital of the Company (Ordinary Shares) for payment on 15 May 2026 to Shareholders on the register
at the close of business on 17 April 2026.
5. To re-elect David Allan as a Director.
6. To re-elect Bill Nixon as a Director.
7. To re-elect Keith Pickering as a Director.
8. To re-elect David Priseman as a Director.
9. To re-appoint Johnston Carmichael LLP as Auditor of the Company.
10. To authorise the Directors to fix the remuneration of the Auditor.
11. 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 £1,474,373 (representing 10% of the total Ordinary Share capital in issue on 20 March 2026 and
equivalent to 14,743,730 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
95 / Maven Income and Growth VCT 3 PLC
Special Resolutions
12. That, subject to the passing of Resolution 11, 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 11 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 £1,474,373 (representing 10% of the total Ordinary Share capital in issue on 20 March 2026 and
equivalent to 14,743,730 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.
13. 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 14,743,735 Ordinary Shares,
representing approximately 10% of the Company’s issued Ordinary Share capital as at 20 March 2026;
(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.
14. 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
24 March 2026
96 / Maven Income and Growth VCT 3 PLC
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 28 April 2026
(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 personal identification.
Appointment of Proxies
4) If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to
exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy
form with this Notice of Annual General Meeting. You can appoint a proxy only using the procedures set out in
these notes and the notes to the proxy form.
5) If you are not a member of the Company but you have been nominated by a member of the Company to enjoy
information rights, you do not have a right to appoint any proxies under the procedures set out in this
“Appointment of Proxies” section. Please read the section “Nominated Persons” below.
6) A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details
of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set
out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting you will need
to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
7) You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different
shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more
than one proxy, please copy the proxy form, indicate on each form how many shares it relates to, and attach
them together.
8) A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for
or against 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 28 April 2026 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.
97 / 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 https://maven3-agm.city-
proxyvoting.uk. Shareholders can use this service to vote or appoint a proxy online. The same voting deadline of
48 hours (excluding non-working days) before the time of the Meeting applies as if you were using your
personalised 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 28 April 2026.
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 Holders
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.
98 / Maven Income and Growth VCT 3 PLC
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 20 March 2026, the Company’s issued share capital comprised 147,437,350 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 20 March 2026 is 147,437,350. The webpage 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 webpage 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 webpage:
• 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 webpage; and
• the statement may be dealt with as part of the business of the Meeting.
99 / 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
100 / Maven Income and Growth VCT 3 PLC
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 2025, 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 2025, which is
also included within the Annual Report.
Resolution 3 - Directors’ Remuneration Policy
The Board seeks the approval of the Directors’ Remuneration Policy for the three years to 30 November 2028,
which is included within the Annual Report.
Resolution 4 – Final Dividend
The Company’s Shareholders will be asked to approve a final dividend of 0.60p per Ordinary Share for the year
ended 30 November 2025, for payment on 15 May 2026 to Shareholders on the register at the close of business on
17 April 2026.
Resolution 5 – Re-election of Director
David Allan will retire at the AGM and is proposed for re-election by the Company’s Shareholders.
Resolution 6 – Re-election of Director
Bill Nixon will retire at the AGM and is proposed for re-election by the Company’s Shareholders.
Resolution 7 – Re-election of Director
Keith Pickering will retire at the AGM and is proposed for re-election by the Company’s Shareholders.
Resolution 8 – Re-election of a Director
David Priseman will retire at the AGM and is proposed for re-election by the Company’s Shareholders.
Resolutions 9 and 10 – 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 9 seeks Shareholder approval to re-appoint
Johnston Carmichael LLP as the Company’s Auditor. In accordance with normal practice, Resolution 10 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 11 will be
proposed as Ordinary Resolutions, requiring the approval of more than 50% of the votes cast and
Resolutions 12 to 14 will be proposed as Special Resolutions, requiring the approval of 75% or more of the
votes cast.
101 / Maven Income and Growth VCT 3 PLC
Resolution 11 – Authority to Allot Shares
Resolution 11, if passed, will authorise the Directors to allot shares or rights to subscribe for them up to an
aggregate nominal value of £1,474,373. This amounts to 14,743,730 Ordinary Shares, representing approximately
10% of the issued share capital of the Company in issue as at 20 March 2026 (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 12 – Waiver of Statutory Pre-emption Rights
Resolution 12, 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 12 will expire at the conclusion of the next
AGM of the Company or on the expiry of 15 months from the passing of the Resolution, whichever is the first to occur.
The Board may use the authorities conferred under Resolutions 11 and 12 to allot further Ordinary Shares or rights
to subscribe for them.
Resolution 13 – Purchase of Own Shares
Under Resolution 13, the Company’s Shareholders are being asked to renew the Directors’ authority to make market
purchases of up to 14,743,735 Ordinary Shares of the Company (representing approximately 10% of the issued
share capital as at 20 March 2026, 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 13 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 13 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 14 – Notice of General Meetings
Resolution 14, 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.
102 / Maven Income and Growth VCT 3 PLC
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.
Annual Yield calculation 30 November 2025 30 November 2024
Dividends paid or proposed per Ordinary Share for the year (a) 3.60p 3.15p
NAV from immediately preceding year end (b) 51.31p 52.48p
Annual yield = (a / b)*100 7.02% 6.00%
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 2025 30 November 2024
NAV per Ordinary Share (a) 47.95p 51.31p
Closing mid-market share price (b) 44.00p 50.00p
Discount = (a - b)/a *100 8.24% 2.55%
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.
103 / 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 2025 30 November 2024
NAV (a) £65,818,000 £62,146,000
Ordinary Shares in issue (b) 137,260,216 121,129,618
NAV per Ordinary Share = (a/b)*100 47.95p 51.31p
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 2025 30 November 2024
NAV per Ordinary Share (a) 47.95p 51.31p
Dividends paid per Ordinary Share as at the year end (b) 104.87p 100.72p
NAV total return = a+b 152.82p 152.03p
Net assets attributable to Ordinary Shareholders or Shareholders’ funds (NAV)
Total assets less current and long-term liabilities.
Ongoing charges ratio (OCR)*
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 2025 30 November 2024
Investment management fees £1,621,000 £1,554,000
Other expenses £445,000 £413,000
Total fees/expenses (a) £2,066,000 £1,967,000
Average annual NAV (b) £65,759,000 £62,855,000
Ongoing charges ratio = (a/b)*100 3.14% 3.13%
104 / Maven Income and Growth VCT 3 PLC
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.
105 / Maven Income and Growth VCT 3 PLC
YOUR NOTES
106 / Maven Income and Growth VCT 3 PLC
YOUR NOTES
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
JPMorganChase Bank
Stockbrokers
Shore Capital Stockbrokers Limited
Telephone: 020 7647 8132
VCT Adviser
Philip Hare & Associates LLP
CONTACT
INFORMATION
107 / Maven Income and Growth VCT 3 PLC
Maven Capital Partners UK LLP (a subsidiary of Mattioli Woods Limited)
Authorised and regulated by the Financial Conduct Authority
Maven Capital Partners
Kintyre House
205 West George Street
Glasgow G2 2LW
0141 306 7400
mavencp.com