# MAVEN INCOME AND GROWTH ## VCT 5 PLC Annual Report for the year ended 30 November 2024 ![img-0.jpeg](img-0.jpeg) --- 02 | Maven Income and Growth VCT 5 PLC # CORPORATE SUMMARY ## THE COMPANY Maven Income and Growth VCT 5 PLC (the Company) is a public company limited by shares. It was incorporated in England and Wales on 3 October 2000 with company registration number 04084875. 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 to be held in 2030 or, if later, at the Annual General Meeting following the fifth anniversary of the latest allotment of new shares. ## SHARE DEALING Shares in the Company can be purchased and sold in the market through a stockbroker. For qualifying investors buying shares on the open market: - dividends are free of income tax; - no capital gains tax is payable on a disposal of shares; - there is no minimum holding period; - the value of shares, and income from them, can fall as well as rise; - tax regulations and rates of tax may be subject to change; - VCTs tend to be invested in smaller, unlisted companies with a higher risk profile; and - the market for VCT shares can be illiquid, so there may not be available buyers and the shares may be valued at a discount to NAV per share. The Stockbroker to the Company is Shore Capital Stockbrokers (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 authorised financial advisers to ordinary retail investors in accordance with the rules of the Financial Conduct Authority (FCA) in relation to non-mainstream investment products, and intends to continue to do so for the foreseeable future. The Company's shares are excluded from the FCA's restrictions that apply to non-mainstream investment products because they are shares in a VCT and the returns to investors are based predominantly on investments in private companies or publicly quoted securities. ## UNSOLICITED OFFERS FOR SHARES (BOILER ROOM SCAMS) Shareholders in a number of UK registered companies have received unsolicited calls from organisations, usually based overseas or using false UK addresses or phone lines routed abroad, offering to buy shares at prices much higher than their current market values or to sell non-tradeable, overpriced, high risk or even non-existent securities. Whilst the callers may sound credible and professional, Shareholders should be aware that their intentions are often fraudulent and high-pressure sales techniques may be applied, often involving a request for an indemnity or a payment to be provided in advance. If you receive such a call, you should exercise caution and, based on advice from the FCA, the following precautions are suggested: - obtain the name of the individual or organisation calling; - check the FCA register to confirm if the caller is authorised; - call back using the details on the FCA register to verify the caller's identity; - discontinue the call if you are in any doubt about the intentions of the caller, or if calls persist; and - report any individual or organisation that makes unsolicited calls with an offer to buy or sell shares to the FCA and the City of London Police. ## USEFUL CONTACT DETAILS: Action Fraud Telephone: 0300 123 2040 Website: actionfraud.police.uk FCA Telephone: 0800 111 6768 (freephone) Website: fca.org.uk/scamsmart --- Maven Income and Growth VCT 5 PLC I 03 # IN THIS REPORT ## 01 ### STRATEGIC REPORT - Corporate Summary 02 - Financial Highlights 04 - Your Board 07 - Chairman's Statement 09 - Summary of Investment Changes 14 - Business Report 15 - Portfolio Analysis 22 - Investment Manager's Review 23 - Largest Investments by Valuation 35 - Investment Portfolio Summary 41 ## 02 ### GOVERNANCE REPORT - Directors' Report 46 - Directors' Remuneration Report 53 - Statement of Corporate Governance 57 - Statement of Directors' Responsibilities 63 - Report of the Audit and Risk Committees 64 - Independent Auditor's Report to the Members of Maven Income and Growth VCT 5 PLC 68 ## 03 ### FINANCIAL STATEMENTS - Income Statement 75 - Statement of Changes in Equity 76 - Balance Sheet 77 - Cash Flow Statement 78 - Notes to the Financial Statements 79 ## 04 ### ANNUAL GENERAL MEETING & ADDITIONAL INFORMATION - Notice of Annual General Meeting 96 - Explanatory Notes to the Notice of Annual General Meeting 102 - Glossary 104 - Contact Information 107 --- Maven Income and Growth VCT 5 PLC # FINANCIAL HIGHLIGHTS ## AS AT 30 NOVEMBER 2024 | Net asset value (NAV) £67.39m | NAV per Ordinary Share 32.39p | NAV total return** per Ordinary Share 85.39p | | --- | --- | --- | | Proposed final dividend per Ordinary Share 1.00p | Dividends paid to date* per Ordinary Share 53.00p | Annual yield²* 6.15% | ![img-1.jpeg](img-1.jpeg) ## NAV Total Return Performance** The above chart shows the NAV total return per Ordinary Share as at the end of November in each year. Dividends that have been declared but not yet paid are included in the NAV at the balance sheet date. The policy for valuing investments is disclosed in Note 1 to the Financial Statements. --- Maven Income and Growth VCT 5 PLC | 05 # FINANCIAL HISTORY | | 30 November 2024 | 30 November 2023 | 30 November 2022 | | --- | --- | --- | --- | | NAV | £67,389,000 | £63,560,000 | £62,451,000 | | NAV per Ordinary Share | 32.39p | 32.53p | 35.40p | | Dividends paid or proposed per Ordinary Share for the year | 2.00p | 1.85p | 3.50p | | Dividends paid per Ordinary Share to date* | 53.00p | 50.90p | 49.65p | | NAV total return per Ordinary Share1* | 85.39p | 83.43p | 85.05p | | Share price3 | 32.00p | 31.60p | 33.00p | | Discount to NAV* | 1.20% | 2.86% | 6.78% | | Annual yield2* | 6.15% | 5.23% | 8.98% | | Ongoing charges ratio (OCR)* | 2.33% | 2.44% | 2.41% | | Ordinary Shares in issue | 208,074,650 | 195,399,711 | 176,391,734 | 1 Sum of current NAV per Ordinary Share and dividends paid per Ordinary Share to date (excluding initial tax relief). 2 In line with the enhanced dividend policy outlined on page 10 of this Annual Report, this is based on dividends paid or proposed per Ordinary Share for the financial year and the NAV per Ordinary Share at the immediately preceding year end. 3 Closing mid-market price at the year end (Source: IRESS). *Definitions of these Alternative Performance Measures (APMs) can be found in the Glossary on pages 104 to 106 of this Annual Report. The principal Key Performance Indicators (KPIs) are highlighted in the Business Report on page 18. ## Comparative Performance ![img-2.jpeg](img-2.jpeg) The graph above compares the total returns on an investment of £100 in the Ordinary Shares of the Company, for each annual accounting period from 30 November 2010 to 30 November 2024 and assuming all dividends are reinvested, with the total shareholder return on a notional investment of £100 made up of shares of the same class and number as those by reference to which the FTSE AIM All-Share Index returns are calculated. This index was chosen for comparison purposes as it is the most relevant to the Company's investment portfolio, with the commencement date being the closest financial reporting period end to the appointment of the Manager. Source: Maven Capital Partners UK LLP (Maven or the Manager)/London Stock Exchange/IRESS. Please note that past performance is not necessarily a reliable indicator to future performance. --- Maven Income and Growth VCT 5 PLC DIVIDENDS | Year ended 30 November | Payment date | Interim/ final | Payment (p) | Annual payment (p) | Annual yield (%)^{2} | | --- | --- | --- | --- | --- | --- | | 2001 - 2019 | | | 42.95 | | | | 2020 | 28 August 2020 | Interim | 0.50 | | | | | 7 May 2021 | Final | 1.10 | 1.60 | 4.28 | | 2021 | 10 September 2021 | Interim | 0.60 | | | | | 26 November 2021 | Second interim | 0.50 | | | | | 4 May 2022 | Final | 1.00 | 2.10 | 5.77 | | 2022 | 26 August 2022 | Interim | 3.00 | | | | | 5 May 2023 | Final | 0.50 | 3.50 | 8.98 | | 2023 | 21 July 2023 | Interim | 0.75 | | | | | 3 May 2024 | Final | 1.10 | 1.85 | 5.23 | | 2024 | 6 September 2024 | Interim | 1.00 | | | | Total dividends paid since inception | | | 53.00 | | | | 2024 | 9 May 2025 | Proposed final | 1.00 | 2.00 | 6.15 | | Total dividends paid or proposed since inception | | | 54.00 | | | --- Maven Income and Growth VCT 5 PLC | 07 # YOUR BOARD The Board of four Directors, all of whom are non-executive and considered by the Board to be independent of the Manager, supervises the management of Maven Income and Growth VCT 5 PLC and looks after the interests of its Shareholders. The Board is responsible for setting and monitoring the Company's strategy, and 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. # GRAHAM MILLER Chairman and Independent Non-executive Director Relevant experience and other directorships: Graham began his career with Murray Johnstone Private Equity in 1987, becoming a director in 1994. He was corporate development director of Avon Rubber PLC from 1998 to 2001 before returning to private equity with 3i plc. Since 2008, he has operated as an independent director and private investor. Graham is a non-executive director and chair of the audit committee of AIM quoted Sutton Harbour Group PLC. Length of service: He was appointed as a Director on 2 July 2019 and as Chairman on 28 April 2020. Last re-elected to the Board: 23 April 2024 Committee membership: Audit, Management Engagement (Chair), Nomination (Chair), Remuneration, and Risk. Employment by the Manager: None Shared directorships with other Directors: None Shareholding in the Company: 141,601 Ordinary Shares # GORDON HUMPHRIES Independent Non-executive Director Relevant experience and other directorships: Gordon has over 35 years' experience in financial services, particularly with regard to investment trusts. He was an investment director and the head of investment companies at Standard Life Investments, and prior to that was joint head of investment trusts at F&C Asset Management. Gordon has an MA (Hons) in Economics and Accountancy from The University of Edinburgh and joined Ivory & Sime plc in 1988 after qualifying as a chartered accountant with Deloitte Haskins & Sells (now PwC). He is a director of JPMorgan UK Small Cap Growth & Income plc and is chair of The Association of Investment Companies (the AIC). He is a former director of Foresight VCT plc. He was a member of the Institute of Chartered Accountants of Scotland Audit and Assurance Committee for the period 2005 to 2015. As announced on 17 December 2024, Gordon Humphries has decided to retire from the Board following conclusion of the 2025 Annual General Meeting (AGM) and will not stand for re-election. Length of service: He was appointed as a Director on 7 February 2006. Last re-elected to the Board: 23 April 2024 Committee membership: Audit (Chair), Management Engagement, Nomination, Remuneration, and Risk (Chair). Employment by the Manager: None Shared directorships with other Directors: None Shareholding in the Company: 93,470 Ordinary Shares --- Maven Income and Growth VCT 5 PLC # JANE STEWART Independent Non-executive Director Relevant experience and other directorships: Jane is a member of the Institute of Chartered Accountants of Scotland and has over 25 years' Board level experience across industry, equity investment and corporate finance. She has served as chair and non-executive director on many private company boards at varying stages of growth, predominantly in the environmental and technology sectors. Jane is an ambassador of Women's Enterprise Scotland, a Women in Innovation 2022 National Award Winner, and achieved the accolade of Highly Commended Scottish Businesswoman of the Year 2017. She is currently a non-executive director of Macphie Limited, a family owned added-value food ingredients manufacturer, Offshore Renewable Energy (ORE) Catapult, the UK's leading technology, innovation and research centre for offshore renewable energy, and Integrated Graphene Holdings Limited, a nanotechnology company producing highly sensitive, sustainable materials for sensors and other applications. Length of service: She was appointed as a Director on 1 September 2023. Elected to the Board: 23 April 2024. Committee membership: Audit, Management Engagement, Nomination, Remuneration (Chair), and Risk. Employment by the Manager: None Shared directorships with other Directors: None Shareholding in the Company: 61,481 Ordinary Shares # BRIAN PHILLIPS Independent Non-executive Director Relevant experience and other directorships: Brian is a member of the Institute of Chartered Accountants of Scotland and has over 35 years' Board level experience across industry, private equity investment and corporate finance. He is a member of the Advisory Boards of Harwood Private Equity III, IV, V and VI and is a partner in Imbiba, a UK private equity business in the hospitality sector. He is currently a non-executive director of AIM quoted Tissue Regenix Group Plc, a healthcare business providing wound care products, and NAHL Group Plc, a provider of services to catastrophic injury sufferers. He is also a director of Motocaddy Limited, a distributor of golf products; Purple Dragon (Holdings) Limited, a family club operator; and Pet Mate Limited, a distributor of pet products and accessories. Length of service: He was appointed as a Director on 1 January 2025 and will stand for election at the 2025 AGM. Committee membership: Audit, Management Engagement, Nomination, Remuneration, and Risk. Employment by the Manager: None Shared directorships with other Directors: None Shareholding in the Company: None --- Maven Income and Growth VCT 5 PLC | 09 # CHAIRMAN'S STATEMENT ## HIGHLIGHTS NAV total return at the year end of 85.39p per Ordinary Share (2023: 83.43p) NAV at the year end of 32.39p per Ordinary Share (2023: 32.53p) Seven profitable private company realisations completed, generating total returns of up to 8.2x cost (average of 3.4x cost) and cash proceeds of over £10 million Dividend policy increased to 6% of NAV per Ordinary Share Final dividend of 1.00p per Ordinary Share proposed for payment in May 2025 £3.9 million deployed in new and follow-on investments Offer for Subscription closed in April 2024, raising a total of £6.8 million New Offer for Subscription launched in September 2024 On behalf of your Board, I am pleased to present the results for the year to 30 November 2024. This has been a successful period for your Company, during which the high level of exit activity across the private company portfolio has helped to deliver an increase in NAV total return. This has enabled the Directors to enhance the dividend policy by increasing the target from 5% to 6% of the NAV per Ordinary Share at the immediately preceding year end. A key highlight of the reporting period has been the resurgence in M&A activity and the completion of seven profitable private company realisations. Importantly, several of these exits achieved strategic premiums above carrying value, which has helped deliver the increase in NAV total return over the year. These realisations generated cash proceeds of over £10 million, and in line with the new policy, a final dividend of 1.00p per Ordinary Share has been proposed for payment in May 2025, which takes the dividend yield for the year to 6.15%. After several years of economic instability and wider market uncertainty, the current outlook for the UK remains mixed. Whilst inflation continues to be susceptible to short term spikes, it appears to be trending back towards a normalised pattern, and further interest rate cuts are predicted during 2025. This is, however, balanced against the potential change in trading relationships with the US, ongoing geopolitical unrest and the full extent of the Autumn 2024 Budget, which could dampen business and consumer confidence. Notwithstanding the macroeconomic backdrop, your Company has delivered a positive performance in the financial year, which helps to validate the investment strategy. Since the change to the VCT rules in 2015, your Company has been steadily building a large and broadly based portfolio of private companies with high growth potential that operate across a diverse range of sectors, with limited direct exposure to discretionary or consumer spending. The portfolio now contains 113 growth focused private and AIM quoted companies providing access to a wide range of dynamic and emerging sectors such as cyber security, healthtech, regtech, software and specialist manufacturing. Although the growth path for earlier stage businesses can be less predictable and may take longer than for more established companies, there is clear evidence that your Company's approach is delivering results for Shareholders. Many of the holdings in the private company portfolio are now achieving scale in their respective markets and are attracting inbound acquisition interest from a range of UK and international buyers. It is particularly pleasing to report that, during the year, your Company completed seven profitable realisations, including three sales to US private equity buyers at valuations that were in excess of carrying value. This positive performance has supported the uplift in NAV total return whilst also increasing cash resources, which has enabled the Directors to increase the dividend policy. In June 2024, the final exit from cyber security specialist Quorum Cyber completed, with the sale of the residual holding generating a total return of 8.2x cost across two separate exit transactions. The partial sale of digital archiving specialist MirrorWeb completed in August generating a total return of 3.8x cost, comprising an initial cash return in tandem with a retained equity stake in MirrorWeb Holdings LLC. In early September, the partial exit from regtech specialist Novatus Global also completed generating a total return of 4.7x cost which, again, consisted of a mix of cash alongside a retained equity stake in the business. In September, specialist electronics contract manufacturer CB Technology and digital payments software provider QikServe were both sold to trade acquirers, generating total returns of 2.8x cost and 1.3x cost respectively. At the start of the financial year, the exit from Glacier Energy Services completed generating a total return of 1.05x cost and, finally, the exit from graduate recruitment specialist GradTouch completed in May generating a total return of 1.7x cost. --- 10 | Maven Income and Growth VCT 5 PLC The partial exit from Quorum Cyber in 2021 was the first transaction where the Manager negotiated a sale that consisted of an initial cash return together with a retained equity stake in the business, which allowed your Company to participate in its future growth in value. Where an investee company is performing strongly and achieving scale, and a large secondary funding round will help it to further accelerate growth, the ability to achieve a partial exit, and healthy initial cash return, alongside a retained equity stake in the business is a model that the Manager has replicated with the partial exits from MirrorWeb and Novatus Global. In both cases, these businesses have made rapid commercial progress in dynamic markets and attracted the attention of an international investor who has provided substantial new capital to drive expansion plans, with your Company achieving a good initial cash return and retaining a minority equity interest, which has the potential to deliver a further return. During the year, £3.9 million was deployed in new and follow-on funding, which helped to further diversify the portfolio. Six new private company investments completed, alongside the provision of follow-on funding to support 15 existing portfolio companies, and the completion of two small AIM transactions. In terms of performance, most of the companies in the private equity portfolio continue to deliver revenue growth and achieve their strategic objectives, which has resulted in the valuations of certain holdings being uplifted. Conversely, there are a small number of companies that are trading behind plan and where provisions have been taken. Further details of the key developments across the portfolio can be found in the Investment Manager's Review on pages 23 to 34 of this Annual Report. In keeping with your Company's long term growth objective, and with the "sunset clause" for VCT and EIS schemes now extended until 2035, in late September 2024 the Board was pleased to launch a new Offer for Subscription, alongside Offers by the other Maven managed VCTs. Your Company has a target raise of £10 million, including an over-allotment facility of up £5 million and, as at the date of this Annual Report, £7.73 million has been raised. The Offers close to new applications on 4 April 2025 for the 2024/25 tax year and 25 April 2025 for the 2025/26 tax year, unless fully subscribed ahead of these dates. Further information about the Offers, including the Prospectus and Application Form, can be found at: mavencp.com/vctoffer. ## Treasury Management Strategy During the year, your Company has maintained a proactive approach to treasury management, where the objective remains to optimise the income from cash reserves held prior to investment in VCT qualifying companies by building a diversified portfolio of high yielding securities. Under VCT legislation, not less than 70% of a VCT's income must be derived from shares or securities. In order to comply with this condition, your Company has, for several years, held a focused portfolio of permitted, non-qualifying holdings in carefully selected investment trusts with strong fundamentals and attractive income characteristics, with the remaining cash held on deposit across several UK banks. The rapid rise in interest rates during 2023 resulted in a significant increase in the level of interest income generated from the uninvested cash held on deposit, which required the Board and the Manager to revise its approach to treasury management. After conducting a detailed whole of market review, a broadly based portfolio of liquidity investments was constructed including holdings in money market funds (MMFs) and open-ended investment companies (OEICs), alongside carefully selected London Stock Exchange listed investment trusts diversified across private equity, infrastructure and other classes, with the remaining cash held on deposit with several UK banks to minimise counterparty risk. This strategy has ensured ongoing compliance with the Nature of Income condition and also provides your Company with a significant new stream of income that currently generates a blended annualised yield of 4.4% across the treasury management portfolio and uninvested cash. It is worthwhile highlighting that this is a dynamic portfolio, which will vary in size depending on your Company's rate of investment, investee company realisations and overall liquidity levels. Full details of the holdings in this portfolio can be found in the Investment Portfolio Summary on pages 41 to 45 of this Annual Report. ## Enhanced Dividend Policy The Directors understand the importance to Shareholders of regular tax free distributions and, following the completion of several profitable private company exits, have elected to improve the dividend policy. From the year to 30 November 2024 onwards, your Company has increased its target annual dividend from 5% to 6% of the NAV per Ordinary Share at the immediately preceding year end. Shareholders should be aware that this remains a target and that decisions on distributions take into consideration a number of factors including the realisation of capital gains, the adequacy of distributable reserves, the availability of surplus revenue and the VCT qualifying level, all of which are kept under close and regular review. As the portfolio continues to expand and the proportion of younger, growth companies increases, the timing of distributions will be more closely linked to realisation activity, whilst also reflecting the requirement to maintain the VCT qualifying level. --- Maven Income and Growth VCT 5 PLC | 11 # Proposed Final Dividend As previously noted, this has been a successful period for private company exits and, in line with the enhanced dividend policy, the Directors are pleased to propose that a final dividend of 1.00p per Ordinary Share, in respect of the year ended 30 November 2024, be paid on 9 May 2025 to Shareholders who are on the register at 28 March 2025. This will bring the annual dividend to 2.00p per Ordinary Share, representing a yield of 6.15% based on the NAV at the immediately preceding year end. Since the Company's launch, and after receipt of the proposed final dividend, a total of 54.00p 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 wishes to take this opportunity to remind Shareholders that it is their responsibility to ensure that the Company's Registrar (The City Partnership) has correct contact and bank account details to allow for the timely payment of dividends. Dividend tax vouchers are available to download from the Registrar's investor hub at: maven-cp.cityhub.uk.com, with hard copies being posted to those Shareholders who have not opted to receive communications from the Company electronically. # Dividend Investment Scheme (DIS) Your Company operates a DIS, through which Shareholders can, at any time, elect to have their dividend payments utilised to subscribe for new Ordinary Shares issued under the standing authority requested from Shareholders at Annual General Meetings. Ordinary Shares issued under the DIS are free from dealing costs and should benefit from the tax reliefs available on new Ordinary Shares issued by a VCT in the tax year in which they are allotted, subject to an individual Shareholder's particular circumstances. Shareholders can elect to participate in the DIS in respect of future dividends, by completing a DIS mandate form and returning it to The City Partnership. In order for the DIS to apply to the 2024 final dividend, the mandate form must be received by the Registrar before 11 April 2025, this being the relevant dividend election date. The mandate form, terms & conditions and full details of the scheme (including tax considerations) are available on the Company's webpage at: mavencp.com/migvct5. Election to participate in the DIS can also be made through the Registrar's online investor hub. If a Shareholder is in any doubt about the merits of participating in the DIS, or their own tax status, they should seek advice from a suitably qualified adviser. # Fund Raising and Offer for Subscription In April 2024, your Company closed the Offer for Subscription that was launched in October 2023 having raised a total of £6.8 million. Details regarding the new Ordinary Shares issued in relation to this Offer can be found in Note 12 to the Financial Statements on page 89 of this Annual Report. On 27 September 2024, a new Offer for Subscription was launched, alongside Offers by the other Maven managed VCTs, accepting applications for the 2024/25 and 2025/26 tax years. Your Company has a target raise of £10 million including an over-allotment facility of up to £5 million. Further details can be found at: mavencp.com/vctoffer. As at the date of this Annual Report your Company has raised a total of £7.73 million across both tax years. Consistent with the objective of making regular allotments of new Ordinary Shares, the first allotment for the 2024/25 tax year completed on 18 December 2024, with a further allotment taking place on 19 February 2025. Applications for the 2024/25 tax year will close on 4 April 2025, unless fully subscribed ahead of this date, with an allotment expected to complete that day. Applications for the 2025/26 tax year will close on 25 April 2025, unless fully subscribed ahead of this date, with an allotment completing shortly thereafter. The Directors are confident that Maven's regionally based team of investment executives has the capability to continue to source attractive investment opportunities in VCT qualifying companies across a range of sectors, and that the additional liquidity provided by this fundraising will facilitate further expansion and development of the portfolio in line with the investment strategy. In addition, the funds raised will allow your Company to maintain its active share buy-back policy, whilst also spreading costs over a wider asset base, with the objective of maintaining a competitive OCR for the benefit of all Shareholders. # Share Buy-backs The Directors acknowledge the need to maintain an orderly market in the Company's shares and have delegated authority to the Manager to enable the Company to buy back its own shares in the secondary market for cancellation, or to be held in treasury, subject always to such transactions being in the best interests of Shareholders. It is intended that the Company will seek to buy back shares with a view to maintaining a share price that is at a discount of approximately 5% to the latest published NAV per Ordinary Share. Any purchase of the Company's own shares will be subject to various factors including market conditions, available liquidity and the maintenance of the VCT qualifying status and, when appropriate, will also take into account any period when the shares are trading --- Maven Income and Growth VCT 5 PLC ex-dividend. It should, however, be noted that buy backs are prohibited whilst the Company is in a closed period, which is the time from the end of a reporting period until either the announcement of the relevant results, or the release of an unaudited NAV. Additionally, a closed period may be introduced if the Directors and Manager are in possession of price sensitive information. Shareholders should note that neither the Company nor the Manager can execute a transaction in the Company's shares. Any instruction by a Shareholder to buy or sell shares on the secondary market must be directed through a stockbroker of their choice. To discuss a transaction, the Shareholder's broker should contact the Company's stockbroker, Shore Capital Stockbrokers, on 020 7647 8132. ## VCT Regulatory Developments During the year, there were no further amendments to the rules governing VCTs and your Company remains fully compliant with the complex conditions and requirements of the scheme. On 3 September 2024, HM Treasury approved the regulations required to extend the "sunset clause" for VCT and EIS schemes until 2035. This provides greater certainty to Shareholders, as well as SMEs seeking growth capital, that VCTs will remain a central component of the UK's funding infrastructure. Furthermore, and as expected, the new Government's first Budget Statement in October 2024 did not introduce changes to tax reliefs for VCT and EIS schemes. As part of the growth agenda, the Chancellor confirmed that the Government would continue to work with entrepreneurs and venture capital firms to support investment to grow the UK economy by ensuring that policies provide a positive environment for entrepreneurship. The Venture Capital Trust Association (VCTA), of which the Manager is a founding member, and the Association of Investment Companies (AIC), of which the Company is a member, will continue to work with HM Treasury to build on this positive relationship, which recognises the important role of VCTs in supporting Britain's brightest entrepreneurs and creating regional employment opportunities. The October 2024 Budget did, however, introduce a widely expected change to the tax regime for AIM quoted shares with the announcement that with effect from 6 April 2026, business relief, which applies to shares that do not trade on recognised stock exchanges, such as AIM and AQSE, would be reduced to 50% from the current 100%. As Shareholders will be aware, the performance of AIM over the past few years has been disappointing, with depressed valuations and limited high quality new investment opportunities. Against this backdrop, the value of your Company's AIM portfolio has gradually declined and as at 30 November 2024 accounted for 6.9% of NAV. Throughout the year, your Company has maintained a cautious approach to AIM and has only completed two small AIM investments, one of which was a follow-on. Whilst the Board and Manager recognise the beneficial liquidity characteristics of listed shares, it is not anticipated that there will be a significant increase in the number of new AIM investments. It is also likely that certain legacy AIM holdings will be liquidated where, based on operational performance and market dynamics, there is limited expectation of a near term share price recovery or M&A activity. ## Environmental, Social and Governance (ESG) Considerations Whilst your Company's investment policy does not incorporate specific ESG objectives, the Board and the Manager recognise the importance of considering and understanding ESG matters as an integral part of the investment process. Maven has established an ESG and Responsible Investment Policy which ensures that all related ESG risks and opportunities are identified during pre-investment due diligence, and can be carefully considered as part of the investment process. Maven's ESG framework for companies post investment then provides a structure for regular engagement with the Manager, which ensures that ESG metrics can be monitored annually throughout the period of investment. In addition, Maven has an ESG steering group which comprises members from all areas of the business, bringing a diverse range of skills, experience and perspective. The core objective is to develop and embed effective ESG principles throughout Maven's business. The scope of the steering group includes setting the strategy for the collation and assessment of ESG data, consideration of regulatory reporting requirements, promoting ESG aims amongst Maven employees and portfolio companies, and oversight of reporting to stakeholders. The Manager continues to be an active member of the United Nations Principles of Responsible Investment, submitting its first public report in July 2024. This allows Maven to re-establish its commitment to include ESG as an integral part of the investment process. Over the past year, the Manager has become increasingly involved with social initiatives that focus on diversity supporting schemes such as Future Asset, the Investing in Women Code, Lifted Project and the 10,000 Interns Foundation, as it considers the early introduction of females and ethnic minorities to the investment sector as crucial to reducing the disparities that still exist. During the year, Maven also launched a Female Founder Workshop programme, that has increased introductions to female led businesses. --- Maven Income and Growth VCT 5 PLC | 13 # 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, and the most recent update (December 2022) incorporates the special guidance, issued post COVID-19 and the Ukraine war, which expands on the concept of and impact on valuations of distressed markets, as well as looking at ESG factors as part of the valuation methodology. The Directors and the Manager continue to follow industry guidelines and adhere to the IPEV Guidelines in all private company valuations. 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 80. 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 104 to 106. # Constitution of the Board Further to the announcement of 17 December 2024, I am pleased to welcome Brian Phillips to the Board as a Non-executive Director with effect from 1 January 2025. Brian is a Chartered Accountant with over 35 years' experience across industry, private equity and corporate finance. He is currently the director of several high growth entrepreneurial companies and further details can be found in his biography on page 8 of this Annual Report. Brian will stand for election at the forthcoming Annual General Meeting (AGM). Also as announced on 17 December, Gordon Humphries has informed the Board of his decision to retire as a Non-executive Director following the conclusion of the AGM in April 2025 and will not stand for re-election. Gordon has served on the Board and as Chair of the Audit and Risk Committees for a number of years, providing valuable insight and wise counsel from his wide sector experience and market knowledge. During his tenure he has helped to oversee the growth of your Company through multiple fund raisings and, importantly, the transition of the portfolio from one weighted towards AIM investments to the well diversified portfolio of predominantly dynamic, growth focused companies that exists today. On behalf of my fellow Directors and the Manager, I wish to extend my sincere thanks to Gordon for his invaluable contribution and wish him every success for the future. Further to discussion and agreement by the Nomination Committee, the Board confirms that following Gordon's retirement, Brian will be appointed Chair of the Audit and Risk Committees. # Annual General Meeting (AGM) The 2025 AGM will be held at Maven's London office, which is located at 6th Floor, Saddlers House, 44 Gutter Lane, London, EC2V 6BR on 29 April 2025. The AGM will commence at 11:30am and the Notice of Annual General Meeting can be found on pages 96 to 101 of this Annual Report. # The Future After a strong year for exits in 2024, and with good levels of liquidity, the strategy for the year ahead will remain focused on further expanding the portfolio through the selective addition of dynamic and entrepreneurial private companies that operate in high growth sectors and have the potential to achieve scale over the medium term. Specific attention will also be placed on progressing profitable exits in order to maximise Shareholder value and maintain a regular pattern of dividend distributions. Graham Miller Chairman 12 March 2025 --- Maven Income and Growth VCT 5 PLC # SUMMARY OF INVESTMENT CHANGES FOR THE YEAR ENDED 30 NOVEMBER 2024 | Portfolio | Valuation | | Net investment/ (disinvestment) | Appreciation/ (depreciation) | Valuation | | | --- | --- | --- | --- | --- | --- | --- | | | 30 November 2023 £'000 | % | | | 30 November 2024 £'000 | % | | Unlisted investments1 | | | | | | | | Equities | 37,095 | 58.5 | (5,588) | 4,910 | 36,417 | 54.0 | | Loan stocks | 6,803 | 10.7 | (870) | (141) | 5,792 | 8.6 | | | 43,898 | 69.2 | (6,458) | 4,769 | 42,209 | 62.6 | | AIM/AQSE investments2 | | | | | | | | Equities | 4,544 | 7.1 | (234) | 329 | 4,639 | 6.9 | | Liquidity investments3 | | | | | | | | OEICs | 2,027 | 3.2 | 6 | (38) | 1,995 | 3.0 | | MMFs | 5,500 | 8.7 | (500) | - | 5,000 | 7.4 | | Investment trusts | 3,767 | 5.9 | 834 | 260 | 4,861 | 7.2 | | Total investments | 59,736 | 94.1 | (6,352) | 5,320 | 58,704 | 87.1 | | Cash | 3,492 | 5.5 | 5,742 | - | 9,234 | 13.7 | | Other assets | 332 | 0.4 | (881) | - | (549) | (0.8) | | Net assets | 63,560 | 100.0 | (1,491) | 5,320 | 67,389 | 100.0 | | Ordinary Shares in issue | 195,399,711 | | | | 208,074,650 | | | Net asset value (NAV) per Ordinary Share | 32.53p | | | | 32.39p | | | Mid-market price | 31.60p | | | | 32.00p | | | Discount to NAV | 2.86% | | | | 1.20% | | 1 These movements include the delisting during the year of C4X Discovery Holdings PLC and Crossword Cybersecurity PLC from the Alternative Investment Market (AIM) to unlisted equity holdings. 2 Shares traded on AIM, the Aquis Stock Exchange (AQSE) and the Main Market of the London Stock Exchange. 3 These holdings represent the treasury management portfolio, which has been constructed from a range of carefully selected, permitted non-qualifying holdings in investment trusts, open-ended investment companies (OEICs) and Money Market Funds (MMFs). --- Maven Income and Growth VCT 5 PLC | 15 # BUSINESS REPORT This Business Report is intended to provide an overview of the strategy and business model of the Company, as well as the key measures used by the Directors in overseeing its management. The Company is a VCT and invests in accordance with the investment objective set out below. ## Investment Objective The Company aims to achieve long-term capital appreciation and generate income for Shareholders. Maven Capital Partners UK LLP (Maven or the Manager) was appointed in February 2011 with a view to applying a new investment policy, as set out below. ## Business Model and Investment Policy Under an investment policy approved by the Directors, the Company intends to achieve its objective by: - investing the majority of its funds in a diversified portfolio of shares and securities in smaller, unquoted UK companies and AIM/AQSE quoted companies which meet the criteria for VCT qualifying investments and have strong growth potential; - investing no more than £1.3 million in any company in one year and no more than 15% of the Company's assets by cost in one business at any time; and - borrowing up to 15% of net asset value, if required and only on a selective basis, in pursuit of its investment strategy. The Board has no intention of approving any borrowing at this time. ## Principal and Emerging Risks The Board and the Risk Committee have an ongoing process for identifying, evaluating and monitoring the principal and emerging risks facing the Company. The risk register and risk dashboard form key parts of the Company's risk management framework and are used to carry out a robust assessment of the risks, including a significant focus on the controls in place to mitigate them. The current principal and emerging risks facing the Company are considered to be as follows: | Principal risk | Root cause | Control measures | | --- | --- | --- | | Investment risk | • Majority of investments are in small and medium sized unquoted UK companies and AIM/AQSE quoted companies, which carry a higher level of risk and lower liquidity relative to investments in larger 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 portfolio is diversified across a large number of investee companies and a range of economic sectors, and is actively and closely monitored. | --- Maven Income and Growth VCT 5 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. | | 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 experiences 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. | | 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. | --- Maven Income and Growth VCT 5 PLC | 17 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 92 to 95. | Principal risk | Root cause | Control measures | | --- | --- | --- | | Legislative and regulatory risk | • Breaches of regulations including, but not limited to, the Companies Act 2006, the FCA Listing Rules, the FCA Disclosure Guidance and Transparency Rules, the General Data Protection Regulation (GDPR), or the Alternative Investment Fund Managers Directive (AIFMD) by the Company could lead to a number of detrimental outcomes and reputational damage. | • The Board strives to maintain a good understanding of the changing regulatory landscape and considers emerging issues so that appropriate changes can be developed and implemented in good time. • The Board and the Manager continue to make representations where appropriate, either directly or through relevant industry bodies such as the AIC, the British Private Equity and Venture Capital Association (BVCA) and the Venture Capital Trust Association (VCTA) in relation to any changes in legislation. | | Political risk | • Political changes leading to uncertainty in markets, legislation and the economy. | • The Board regularly reviews the political situation, together with any associated changes to the economic, regulatory and legislative environment. | | 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 portfolio companies. | --- 18 | Maven Income and Growth VCT 5 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, in the Chairman's Statement, and in the Investment Manager's Review. A review of the Company's business, its financial position as at 30 November 2024 and its performance during the year then ended is included in the Chairman's Statement, which also includes an overview of the Company's business model and strategy. The management of the investment portfolio has been delegated to Maven, which also provides company secretarial, administrative and financial management services to the Company. The Board is satisfied with the breadth and depth of the Manager's resources and its nationwide network of offices, which supply new deals and enable it to monitor the geographically widespread portfolio of companies effectively. The Investment Portfolio Summary on pages 41 to 45 of this Annual Report discloses the investments in the portfolio and the degree of co-investment with other clients of the Manager. The Portfolio Analysis charts on page 22 show the profile of investee companies by industry sector and demonstrate the broadly spread end market exposure across the portfolio, and provide insight into the age of the investments within the portfolio. The level of VCT qualifying investment is monitored continually by the Manager and reported to the Risk Committee quarterly or as otherwise required. # Key Performance Indicators (KPIs) During the year, the net return on ordinary activities before taxation was £4,137,000 (2023: a loss of £3,095,000), the gain on investments was £5,320,000 (2023: a loss of £2,419,000) and the earnings per share were 2.00p (2023: a loss of 1.62p). The Directors also consider a number of 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 History table on page 5 and definitions of the APMs can be found in the Glossary on pages 104 to 106. In addition, the Board considers the following to be KPIs: - NAV total return; - cumulative dividends paid; - share price discount to NAV; - share price total return; and - the ongoing charges ratio (OCR). The NAV total return is the principal measure of Shareholder value as it includes both the current NAV per share and the sum of dividends paid to date. Cumulative dividends paid is the total amount of both capital and income distributions paid since the launch of the Company. During the year under review, the Directors adopted an enhanced dividend policy and will now seek to pay dividends to provide a yield which represents 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 is lower than the NAV per share. Share price total return is the theoretical return, including reinvesting each dividend in additional shares in the Company at the closing mid-market price on the day that the shares go ex-dividend. The OCR is a measure of the total cost to an investor and is the total recurring annual expenses of the Company, including management fees, but excluding performance fees, charged to the capital reserve, expressed as a percentage of the average net assets attributable to Shareholders. The Company's OCR for the year ended 30 November 2024 was 2.33% (2023: 2.44%) and is detailed in Note 4 to the Financial Statements on page 81. A historical record of these measures is shown in the Financial Highlights on pages 4 to 6, and the profile of the portfolio is reflected in the Summary of Investment Changes on page 14. The Board also reviews the Company's operational expenses on a quarterly basis as the Directors consider that this is an important component in the generation of Shareholder returns. Further information can be found in Notes 2 and 4 to the Financial Statements on page 81. Your Board continues to believe that a blended portfolio of private companies and AIM quoted holdings provides the optimal structure for delivering long term growth in Shareholder value. However, as detailed in the Chairman's Statement, the Manager will remain cautious on any new AIM investments. There is no market standard VCT index against which to compare the financial performance of the Company. However, for reporting to the Board and Shareholders, the Manager uses comparisons with the most appropriate index, being the FTSE AIM All-Share Index, and the graphs on pages 5 and 54 of this Annual Report compare the Company's performance against that Index. The Directors, on a quarterly basis, carry out a review of peer group NAV total return numbers to assess the relative performance against the most appropriate peer group VCT competitors. The Directors also consider non-financial performance measures such as the flow of investment proposals and the Company's ranking within the VCT sector. --- Maven Income and Growth VCT 5 PLC | 19 In addition, the Directors consider economic, regulatory and political trends and factors that may impact on the Company's future development and performance. ## Valuation Process Investments held by 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 guidelines were updated in December 2022 and incorporate the special guidance issued post COVID-19 and following the invasion of Ukraine, and expand on the concept of and impact on valuations of distressed markets, as well as looking at how ESG factors impact valuations. The Directors and the Manager continue to follow these industry guidelines and adhere to the IPEV Guidelines in all private company valuations. Investments quoted or traded on a recognised stock exchange, including AIM, are valued at their closing bid price at the year end. ## Share Buy-backs At the forthcoming AGM, the Board will seek the necessary Shareholder authority to continue to conduct share buy-backs in accordance with the Company's share buy back policy as outlined on pages 11 and 12. ## The Board's Duty and Stakeholder Engagement The Directors recognise the importance of an effective Board and its ability to discuss, review and make decisions to promote the long term success of the Company and protect the interests of its key stakeholders. As required by Provision 5 of the AIC Code (and in line with the UK Code), the Board has discussed the Directors' duty under Section 172 of the Companies Act and how the interests of key stakeholders have been considered in the Board discussions and decision making during the year. This has been summarised in the table below: | Form of stakeholder engagement | Influence on Board decision making | | --- | --- | | Shareholders Shareholders are encouraged to attend and vote at the AGM and have the opportunity to ask questions and engage with the Directors and the Manager. The Company reports formally to Shareholders by publishing Annual and Interim Reports. In the instance of a corporate action taking place, the Board will communicate with Shareholders through the issue of a Circular and, if required, a Prospectus. In addition, significant matters or reporting obligations are disseminated to Shareholders by way of London Stock Exchange Announcements. The Secretary acts as a key point of contact for the Board and communications received from Shareholders are circulated to the whole Board. The Manager also publishes its bi-annual newsletter, which is available on the Manager's website, mavencp.com, and provides regular portfolio updates by email. | The Board recognises the importance of tax free dividends to Shareholders and takes this into consideration when making decisions to pay interim and propose final dividends for each year. During the year under review, after taking into account the interests of Shareholders, and the strategies of other VCTs in its peer group, the Directors agreed an enhancement to the dividend policy and now target an annual dividend of 6% of the NAV per Ordinary Share at the immediately preceding year end. Further details regarding dividends for the year under review, and the new, enhanced dividend policy, can be found in the Chairman's Statement on pages 10 and 11. The Directors recognise the importance to Shareholders of the Company maintaining an active buy-back policy, with the intention that share buy backs will be conducted with a view to maintaining a share price discount that is approximately 5% below the latest published NAV per share. Further details can be found in the Chairman's Statement on pages 11 and 12 and in the Directors' Report on pages 50 and 51. In making the decision to launch the current Offer for Subscription, the Directors considered that it would be in the interest of Shareholders to continue to grow the portfolio, making investments across a diverse range of sectors, via both new and follow on investments. By growing the Company, as certain costs are fixed, these costs are then spread over a wider asset base, which helps to promote a competitive ongoing charges ratio, which is in the interests of Shareholders. In addition, the increased liquidity helps support the buy-back policy referred to above. Further details regarding the current Offer for Subscription can be found in the Chairman's Statement on page 11. | --- Maven Income and Growth VCT 5 PLC | Form of stakeholder engagement | Influence on Board decision making | | --- | --- | | ESG The Directors and the Manager take account of the social, environmental and ethical factors impacted by the Company and the investments that it makes. | The Directors and the Manager are aware of their duty to act in the interests of the Company and acknowledge that there are risks associated with investment in companies that fail to conduct business in a socially responsible manner. The Manager's ESG assessment of investee companies focuses on their impact on the environment as well as broader social themes such as the companies' approach to diversity and inclusion in the workplace and their work with charities. Further details can be found in the Chairman's Statement on page 12, the Investment Manager's Review on pages 27 and 28 and in the Statement of Corporate Governance on page 62. | | Portfolio companies At the quarterly Board Meetings, the Manager reports to the Board on the performance of portfolio companies, and the Directors challenge the Manager on both portfolio company performance and valuation and, where they feel it is appropriate, on the Manager's monitoring role. The Manager communicates directly with each private investee company, normally through the Maven representative who sits on its board. From time to time, the management teams of the private investee companies give presentations to the Board. | Through the Manager, the Directors encourage portfolio companies to adopt best practice corporate governance, exercising voting rights where needed. The Board has delegated the responsibility for monitoring the portfolio companies to the Manager and has given it discretion to vote in respect of the Company's holdings in the investment portfolio, in a way that reflects the concerns and key governance matters discussed by the Board. Meeting with the management teams of the private investee companies gives the Board a better understanding of the investee business. The Board is also mindful that, as the portfolio expands and the proportion of early stage investment increases, follow-on funding will represent an important part of the Company's investment strategy and this forms a key part of the Directors' discussions in relation to valuations, risk management and fundraising. | | Manager The Manager attends the quarterly Board Meetings and presents a detailed portfolio analysis and reports on key issues such as VCT compliance, investment pipeline, the utilisation of any new monies raised, share liquidity, and peer group performance. In addition, when required, the Manager will communicate with the Board between Board Meetings, including the notification of any new investments and realisations. | The Board ensures that the Manager implements the investment objective and strategy, in accordance with the terms of the Management and Administration Deed, and in compliance with the VCT, and other, regulations. On an annual basis, the Board conducts a review of the Manager's performance and management fee, as part of its decision to re-appoint the Manager. Information provided by the Manager supports the Board's policies regarding dividends and share buy-backs and the decisions made on fundraising. The Board has an active treasury management policy, which has the objective of generating income from cash held prior to investment in VCT qualifying companies. As detailed in the Chairman's Statement on page 10 and in the Investment Manager's Report on page 28, during the year under review, several new permitted non-qualifying investments were completed for treasury management purposes. After conducting a detailed whole of market review, the composition of the treasury management portfolio was refined to include holdings in MMFs and OEICs, alongside listed investment trusts diversified across private equity, infrastructure and other classes, with the remaining cash held on deposit with a range of UK banks. | --- Maven Income and Growth VCT 5 PLC | 21 | Form of stakeholder engagement | Influence on Board decision making | | --- | --- | | Registrar Annual review meetings and control reports. | On behalf of the Board, the Manager reviews the performance of all third party service providers on an annual basis, including ensuring compliance with GDPR, and reports to the Board. The Directors will take action should there be unsatisfactory performance by a third party service provider. | | Banks and Custodian Regular statements and control reports received, with all holdings and balances reconciled. | On behalf of the Board, the Manager reviews the performance of all third party service providers on an annual basis, including oversight of securing the Company's assets, and reports to the Board. The Directors will take action should there be unsatisfactory performance by a third party service provider. | ## Employee, Environmental and Human Rights Policy The Company has no direct employee or environmental responsibilities, nor is it directly responsible 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. The Company has no employees and, accordingly, has no requirement to report separately on employment matters. The Board comprises three male Directors and one female Director and delegates responsibility for diversity to the Nomination Committee, as explained in the Statement of Corporate Governance on page 60. The management of the portfolio is undertaken by the Manager through members of its portfolio management team. The Manager engages with the Company's underlying investee companies in relation to their corporate governance practices and in developing their policies on social, community and environmental matters and further information can be found in the Investment Manager's Review on pages 27 and 28 and in the Statement of Corporate Governance on page 62. 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 12. The Manager oversees the collation of the information received from the investee companies for the benefit of the Board and helps support individual companies to identify ESG risks and opportunities and, where potential improvements are identified, will work jointly with investee businesses to make positive changes. In light of the nature of the Company's business, there are no relevant human rights issues and, therefore, the Company does not have a human rights policy. ## Auditor The Company's Auditor is required to report if there are any material inconsistencies between the content of the Strategic Report and the Financial Statements. The Independent Auditor's Report can be found on pages 68 to 74. ## Future Strategy The Board and Manager intend to maintain the policies set out above for the year ending 30 November 2025, as it is believed that these are in the best interests of Shareholders. ## Approval The Business Report, and the Strategic Report as a whole, was approved by the Board of Directors and signed on its behalf by: Graham Miller Director 12 March 2025 --- Maven Income and Growth VCT 5 PLC # PORTFOLIO ANALYSIS ## AS AT 30 NOVEMBER 2024 The chart below shows the profile of investee companies by industry sector, and demonstrates the broad market exposure across the portfolio. This analysis excludes cash balances and treasury management holdings. ![img-3.jpeg](img-3.jpeg) ## Sector analysis by value 1. Software & technology¹ - 47% 2. Business services - 16% 3. Learning & development/ recruitment technology - 13% 4. Pharmaceuticals, biotechnology & healthcare - 10% 5. Industrials & engineering - 8% 6. Marketing & advertising technology - 6% The chart below provides insight into the age of investments within the portfolio². This analysis excludes cash balances and treasury management holdings. ![img-4.jpeg](img-4.jpeg) ## Age of investments by value 1. Less than 1 year - 5% 2. Between 1 and 3 years - 34% 3. Between 3 and 5 years - 22% 4. Greater than 5 years - 39% 1 The 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. --- Maven Income and Growth VCT 5 PLC | 23 # INVESTMENT MANAGER'S REVIEW ## HIGHLIGHTS Seven profitable private company exits completed, including several high value sales to US strategic buyers £3.9 million deployed across a diverse range of new and follow-on private company investments, with two small AIM transactions also completing Six new private companies added to the portfolio, with two further investment completed post the period end Follow-on funding provided to support the growth and development of 15 private portfolio companies During the reporting period, your Company has made encouraging progress in line with its long term investment strategy and it is pleasing to report an uplift in NAV total return. In the second half of the financial year there was a notable improvement in the level of M&A activity across the market and, specifically, a re-emergence of US private equity buyers, attracted to UK speciality technology companies with market leading products, operating in high growth sectors. Against this backdrop, your Company completed seven profitable private company exits, including four disposals which generated total return multiples of between 2.8x and 8.2x cost, with the partial realisation of Novatus Global achieving the highest sale price to date for a single company in the private equity technology portfolio. This level of exit activity demonstrates that your Company's investment strategy and sector focus is delivering tangible growth in Shareholder value, whilst supporting the enhanced dividend policy. ## Overview A key feature of the reporting period was the increased level of M&A activity, which resulted in the completion of seven profitable private company realisations. Encouragingly, a number of these exits completed following a competitive sales process where the Manager engaged with multiple interested parties, which were willing to pay strategic premiums to acquire these market leading businesses. Consistent with the Manager's cautious approach to private company valuations, several disposals completed at levels that were ahead of carrying value, which has helped to deliver the increase in NAV total return. Whilst achieving profitable exits in order to maximise Shareholder returns and distributions remains a key priority, this has to be balanced against selling a business too early and before its value has been fully optimised. In cases such as MirrorWeb, Novatus Global and Quorum Cyber, where a business is performing strongly and has the potential to become a larger and more valuable asset, the Manager will seek to maintain an equity interest when structuring an exit. This approach allows your Company to generate a healthy initial cash return from a partial sale, to help support the dividend programme, whilst retaining an ongoing interest in the business with the potential for a further return. In early June 2024, the final exit from cyber security specialist Quorum Cyber completed. Your Company first invested in Quorum in 2020, backing an experienced team that had established a leading position in a high growth market. Following a period of rapid expansion, the investment was partially realised through a sale to UK private equity house Livingbridge in December 2021, generating an initial return of 6.5x cost over an 18 month holding period. This transaction provided Quorum with additional capital to support the next phase of its strategic development, and given the continued growth prospects, Maven negotiated a deal to maintain a minority equity interest. The final exit from this investment was achieved through a sale of the business to US private equity firm Charlesbank Capital Partners, taking the total proceeds to 8.2x cost over the life of the investment. In August 2024, the partial sale of digital archiving specialist MirrorWeb completed. Your Company first invested in MirrorWeb in 2020, supporting an ambitious management team that had developed a disruptive software platform with significant growth potential operating in a large addressable market. During the investment period, the business delivered strong revenue growth and established a leading position in the communications surveillance market, with a focus on the financial services sector where its platform supports regulatory requirements in relation to data archiving. In 2023, MirrorWeb successfully expanded into the US, which led to an unsolicited approach from a US private equity buyer to acquire the company. --- Maven Income and Growth VCT 5 PLC A competitive exit process was initiated, with the sale to MainSail Partners completing and generating a total return of 3.8x cost. This consideration comprised an initial cash return alongside an equity stake in the new, enlarged entity MirrorWeb Holdings LLC, which enables your Company to maintain an economic interest in the business with the potential to generate a further return. In early September 2024, the partial sale of regtech specialist Novatus Global completed, achieving the highest sale price to date from the private equity technology portfolio. Following the initial VCT investment in 2022, Novatus made rapid commercial progress, capitalising on market growth opportunities through its software platform En:ACT which helps financial institutions to prevent and resolve regulatory and compliance issues. Over the past two years, the business has achieved a 13-fold increase in annual recurring revenue (ARR), doubled headcount and successfully expanded internationally opening an office in Australia. Earlier in the year, Novatus received an unsolicited acquisition approach from US private equity firm Silversmith Capital Partners at a significant premium to carrying value. The exit generated a total return of 4.7x cost, comprising cash and a retained equity stake in the ongoing business that enables your Company to participate in the future growth of the business. In May 2024, the exit from graduate recruitment specialist GradTouch completed, with a sale to a UK private equity house that generated a total return of 1.7x cost, inclusive of a small, deferred element. Specialist electronics contract manufacturer CB Technology was one of the more mature holdings in the portfolio and, following a period of strong trading performance, an exit process was initiated in 2023. An offer to acquire the business was subsequently received from a trade buyer, with the exit completing in early September 2024 and generating a total return of 2.8x cost. The exit from digital payment software provider QikServe also completed in September 2024, generating an initial cash return of 1.3x cost with further contingent proceeds, which could take the total return up to 1.8x cost over the next two years. In addition, the exit from Glacier Energy Services completed in December 2023, generating a total return of 1.05x cost. During the year, six private companies were added to the portfolio, and a further two completed post the period end. Maven's regionally based team of investment executives continues to see good levels of demand for growth capital from ambitious businesses across the UK, which highlights the benefits of having an established local presence and strong advisory network. Whilst numerous opportunities were evaluated during the period, the Manager has maintained a selective approach to new investment and continues to focus on identifying entrepreneurial companies, with proven management teams, that operate in disruptive or high growth markets and where there is an opportunity to achieve significant scale over the medium term. Maven retains a strong preference for investing in companies that have a growing presence in dynamic sectors such as software, cyber security, data analytics, healthtech, niche manufacturing and training, where growth is less sensitive to consumer or discretionary spending and revenue is contracted or recurring in nature. Maven maintains proactive working relationships with the management teams of all private investee companies and through its appointed board representatives helps to shape strategy, deliver operational improvements and identify and progress exit opportunities, which has proven to be particularly valuable this year. The Manager continues to see good levels of organic growth and progression across the portfolio and, during the year, follow-on funding was provided to support 15 existing private companies. In most cases, this was where investee companies were making measurable commercial progress and required additional funding to expedite growth. For others, where progress was behind plan, further funding can provide a bridge to profitability and exit. As part of the risk mitigation strategy, an investment can also be structured in tranches subject to the achievement of agreed milestones. This helps to ensure that progress is closely monitored and that the management team's ambition and the company's performance remains aligned with institutional investor's expectations. Maven also continues to invest selectively alongside other VCT houses or equity partners, which enables your Company to support the growth of portfolio companies as part of a syndicate of institutional investors. ## Portfolio Developments ### Private Company Holdings It is encouraging to report on the progress that has been achieved across the private equity portfolio, where most companies have continued to meet the operational and financial targets set out in their business plans. Many of the earlier stage growth companies are now establishing a strong position in their respective markets and in recognition of the progress, the valuations of certain holdings have been uplifted. The summary below provides an update on key developments across selected companies in the private equity portfolio. Education technology specialist Bright Network continues to grow its market position as a leading provider of digital graduate recruitment services and, according to The UK Graduate Careers Survey 2024 by High Fliers Research, is now the most popular platform used by university graduates in the UK. During the year, the business has focused on its core domestic market, and it is encouraging to note that its membership base now exceeds 1 million, up from 700,000 at the same point last year. Although financial performance this year has been modestly impacted --- Maven Income and Growth VCT 5 PLC | 25 by ongoing uncertainty in the wider market, which has resulted in tighter graduate recruitment budgets, Bright Network has maintained an active programme of student engagement to ensure that it remains at the heart of the graduate recruitment market. The business continues to extend its partner network and is engaged with over 300 key graduate employers including Amazon, Barclays, Deloitte, Linklaters, Network Rail, Shell and UBS. Bright Network maintains a focus on diversity and inclusion and is committed to serving members from all backgrounds, with over 70% of members being state educated, 54% female and 42% from first generation university households. During the period under review, automotive ecommerce software specialist Rockar has continued to scale through the onboarding of several new clients. Over recent years, consistent with the shift towards digitalisation across the economy, Rockar has established a strong market position through its disruptive white label solution for buying and selling cars online. Rockar's platform can be tailored to suit clients' needs and integrated within an existing platform or website, thereby reducing the need for additional investment. The business continues to work with high profile automotive manufacturers including BMW, Jaguar Land Rover, Toyota Motor Group and Volvo UK, and has development work ongoing with several others. Rockar's new operating platform, Evolution, is gaining commercial traction and the focus for the year ahead is to maintain this growth momentum. In the two years post initial investment, contract software specialist Summize has consistently traded ahead of budget, delivering an impressive 200% increase in ARR. Summize's proprietary AI powered digital contracting software simplifies and streamlines the process for writing, reviewing and renewing legal contracts and its ease of integration with office applications such as Microsoft Word, Slack and DocuSign is key to the resultant rate of uptake by clients. During the period, your Company provided follow-on funding to support the international expansion strategy, which is focused on the US where the business opened an office in Autumn 2023. Summize is making good progress in this new market and has already established an impressive client list, with a growing pipeline of future opportunities. The management team are highly ambitious and the objective for the year ahead is to continue to grow the client base and increase ARR both in the UK and US. Horizon Ceremonies continues to make encouraging commercial and strategic progress. The business currently operates a portfolio of three established crematoria, located in areas that were historically underserved or where the existing facility was outdated. As an operator of next generation crematoria, Horizon is building a strong market reputation for providing a compassionate service to families within a modern setting, whilst also meeting best practice environmental standards. Horizon is the first crematoria operator in the UK to undertake a full audit of its ESG impacts, publishing its ESG report in 2023 with the next report due in 2025. At the recent Scottish Funeral Awards, The Hurlet facility, located in the suburbs of Glasgow, was named Best Crematorium in Scotland, which is the fourth consecutive year that Horizon Ceremonies has received this award. Horizon continues to assess new development sites and there are currently several planning applications at various stages of the approval process. The team at Horizon will continue to progress discussions at the sites that provide the most attractive development opportunities. The business is trading well, and the current portfolio provides a mature and well established platform which, given the limited supply and barriers to entry in this market, is expected to be attractive to a wide range of private equity and trade acquirers at exit. Carbon reduction software specialist Manufacture 2030 has made encouraging progress this year, expanding its presence in a high growth market that supports the global commitment by manufacturers and suppliers to reduce carbon emissions. The business provides a disruptive software solution that allows companies to achieve Scope 3 carbon reduction targets by measuring, managing and reducing carbon emissions throughout the supply chain, with the objective of helping large corporates and multinationals to meet the targets set out in the United Nations Sustainable Development Goals. During the year, Manufacture 2030 signed up new blue chip clients from a range of sectors including automotive manufacturers BorgWarner and Denso, consumer brand Henkel, and with Boots and No7 being the first health and beauty retailers to join the platform. Manufacture 2030 continues to prioritise technological advancement to ensure that it remains at the forefront of this emerging market and during the year follow-on funding was provided to support further investment in the platform. A key near term goal remains to establish a foothold in the US, where it has the opportunity to gain first mover advantage in a strategically important market. Since your Company first invested in 2022, specialist training software platform provider Bud Systems has delivered a 70% increase in ARR, driven by growth in the number of partner organisations and registered learners. Bud's integrated platform provides an end-to-end solution for training providers, universities and colleges and employers delivering apprenticeships, covering enrolment, training delivery, learner management and compliance through one portal. A core benefit of the solution is that it streamlines processes and reduces administrative tasks, whilst also ensuring ongoing compliance with specific funding requirements to minimise the risk of clawback. The market outlook for Bud is encouraging, supported by the Government's pledge in the October 2024 Budget to invest £40 million as part of a more flexible Growth and Skills Levy to fund foundation apprenticeships in critical sectors as well as shorter apprenticeships, all of which should help to accelerate demand for Bud's platform and support near term growth objectives. --- Maven Income and Growth VCT 5 PLC Over the past year, specialist aerospace hardware manufacturer Horizon Technologies has made positive commercial progress, leveraging its position as one of the few domestic companies to offer a comprehensive range of Intelligence, Surveillance and Reconnaissance solutions. A key highlight was the announcement, at the Farnborough Air Show in July 2024, that the business had signed a £3.7 million contract with a Middle Eastern government for its airborne intelligence solution, Blackfish. Alongside a number of other large contract wins, this has resulted in the business trading ahead of budget. There have also been positive developments in the earlier stage satellite business, where Horizon has secured an investment of £1.2 million from the UK Space Agency to fund its next launch. The Amber-2 space based maritime intelligence solution has passed the Critical Design Review stage in advance of the satellite launch, which is planned for mid-2025. The launch is part of the UK Space Agency's wider initiative to enhance maritime security by detecting vessels engaged in illicit activities such as illegal immigration, drug smuggling, illegal fishing and sanction evasion, and will be a key tool in the Royal Navy's efforts to detect "dark vessels". Given the high barriers to entry and technological know-how required, Horizon's space capabilities have the potential to create significant strategic value. During the year, demand responsive transport provider Liftango made positive progress in expanding its market presence and global footprint. Having achieved success in Australia and the UK, Liftango is now focused on expanding into international markets, with the Middle East and Americas identified as key growth territories. The business provides the technology to support on-demand transport programmes, which enable users to plan, launch and scale shared mobility projects that reduce costs by optimising routes, whilst simultaneously addressing sustainability goals such as lower vehicle usage, which helps to decrease carbon emissions and combat localised congestion. Liftango already operates in 21 countries and works with many Fortune 500 companies, as well as large global bus operators and government transport agencies. With strong ESG credentials, the business is well positioned to deliver sustained growth as it secures new contracts and, during the year, further funding was provided to support the company through this key growth phase. Against a market backdrop of ongoing geopolitical tension, cyber security specialist CYSIAM continues to experience strong demand for its products and services. During the year, a key area of strategic focus has been the development and growth of the Managed Detection and Response (MDR) service, which provides protection against, detection of and response to cyber attacks and is offered within a SaaS wrapper, which generates a stream of recurring revenue. CYSIAM continues to expand its market presence and as an accredited member of the National Cyber Security Centre's Cyber Incident Response scheme, it can provide direct support to a range of organisations when they become victims of cyber attacks. CYSIAM also recently gained accreditations that enable it to work with the UK Government at a higher level of security clearance, which provides a significant opportunity to build ARR. The cyber security market is a high growth area and CYSIAM is well placed to continue to achieve the financial and strategic targets within its business plan. With a large portfolio of high growth companies, it is not unexpected that a small number of investee companies have not achieved commercial targets and are trading behind plan. During the year, the performance of fintech specialist Delio was impacted by slower than anticipated sales cycles and, although corrective measures have been taken and several new contracts have recently been secured, the business continues to trade behind plan. A provision has, therefore, been taken against the cost of this investment. Video game developer XR Games has also experienced challenges as a result of a slowdown in the market, which has impacted its launch programme and the pipeline of future projects. The cost base has been reduced, and a provision has been taken against the cost of the investment. The Manager elected not to provide further funding to Drovo and Turnkey, and the valuations of these holdings have been written down in full. ## AIM Quoted Holdings This financial year has been another challenging period for AIM. Whilst the macroeconomic outlook is relatively stable, investor appetite for smaller quoted companies has remained subdued and AIM has continued to underperform compared to the larger indices. Consequently, the Manager has maintained a highly selective approach to new investment, completing two small transactions. During the reporting period, your Company's AIM quoted portfolio reported a gain of 3.7%, slightly outperforming the FTSE AIM All-Share Index, which was up 2.6% over the same period. Water Intelligence, a leading provider of minimally invasive leak detection and remediation solutions, reported interim results for the six months to 30 June 2024, with revenue growth of 7% to $41.5 million, a 12% increase in adjusted earnings before interest, tax, depreciation and amortisation (EBITDA) to $8.7 million and gross cash of $11.1 million. Commercial highlights included the acquisition of Feakle Gas & Plumbing in Ireland, a debt refinancing of $21 million and the reacquisition of its Dallas franchise for $12 million together with the launch of its Next 50 growth plan to drive organic growth and deliver shareholder returns at its American Leak Detection subsidiary. The Q3 trading update, issued in December 2024, reported further positive progress with revenue up 10% at $63.5 million, adjusted EBITDA up 11% to $11.9 million and cash increased to $12.7 million. --- Maven Income and Growth VCT 5 PLC | 27 Concurrent Technologies, a designer and manufacturer of high performance embedded computing solutions primarily servicing the defence and aerospace industries announced record results for the interim six month period to 30 June 2024. The key financial highlights included a 39% increase in revenue to £16.8 million, driven by ongoing strength in the defence sector, with profit before tax (PBT) more than doubling to £2.3 million. Encouragingly, this momentum continued into the second half of the year with positive announcements regarding new contracts wins in September and November 2024, including a significant Systems order from an Asian defence provider worth $3.7 million. Furthermore, in December, the business signed a large purchase order from an existing US customer worth $3.3 million for delivery in the first half of 2025. The trading update, issued in mid-January 2025, confirmed that revenue and PBT for the full year to 31 December 2024 are expected to be 10% ahead of market expectations. In September 2024, security and surveillance systems specialist Synectics reported a positive Q3 trading update supported by good momentum across its key markets and strong order intake, which indicated that underlying PBT for the full year to 30 November 2024 would be materially ahead of market expectations. This positive trend continued into November 2024 with the announcement of further contract wins with National Grid, worth £2.2 million, and two oil & gas contracts totalling £2.3 million in Qatar and Brazil. In December 2024, the company announced four separate contracts worth $2.7 million to deploy its Synergy software in casinos in the Philippines and US. Further to this positive news, Synectics provided a full year trading update which stated that PBT would be materially ahead of market expectations, with the outlook for the new year remaining positive supported by a strong order book worth £37.8 million and healthy cash position of £9.6 million. Vianet the international provider of actionable business insights and data analysis to the hospitality and unattended retail sectors released robust results for the first half of the year to 30 September 2024. The financial highlights included a 7% increase in revenue to £7.7 million with recurring revenue accounting for 84% of the total and adjusted operating profit up 10% to £1.4 million. There was strong operational cash generation of £1.9 million and a reduction in net debt to £1 million, resulting in a reinstatement of an interim dividend of 0.30p per share. Vianet noted that it was well positioned to deliver sustainable growth and separately announced its intention to launch a share buyback programme with immediate effect. In October 2024, ultrasound simulation and education specialist, Intelligent Ultrasound, completed the sale of its clinical AI business to GE HealthCare for a cash consideration of £40.5 million. Following this divestment, the board undertook a review of the company's growth potential and the capital requirements of the simulation business including considering issues around scale and the expectation for a return of capital, and concluded that it was in shareholders' best interests to initiate a sales process. In December 2024, the company announced a recommended cash offer at 13p per share from Surgical Science, a leader in medical simulation, headquartered in Sweden. This offer values the business at £45.2 million on a fully diluted basis and represents a 17% increase to the closing share price prior to the announcement of the offer, and is a 36% uplift against the cost of the investment. ## Environmental, Social and Governance (ESG) Developments Although your Company's investment policy does not incorporate ESG aims, and portfolio companies are not required to meet any specific targets, during the year Maven has made further progress in enhancing its ESG capabilities, recognising the importance of having a robust framework and policy in place when making investments. Through its ESG and Responsible Investment Policy ESG considerations are taken into account during early stage due diligence, thereby ensuring that all risks and opportunities are assessed prior to an investment completing and can be monitored throughout the period of investment. All potential investee companies are required to complete an ESG assessment, which covers 10 key areas and provides a comprehensive pre-investment evaluation of the governance of the business with a focus on board composition and culture, alongside environmental and social considerations. The assessment also provides the investee company with an opportunity to set KPIs that are relevant to their business and which they are encouraged to monitor on an ongoing basis, and which are subject to annual review by the Manager. All prospective investee companies are provided with guidance documents in order to support them, including insight into how integrating ESG decisions into their business strategy is beneficial. These documents also provide businesses with guidance on how to start collecting ESG data, as well as additional information for those companies that are targeting Net Zero or conducting supply chain screening. Whilst good governance has always been a prerequisite for any potential investee company, an increasing number of portfolio holdings are also highly focused on the environment or making improvements to society and local communities and have set themselves specific ESG related goals. It is encouraging to note the positivity with which many portfolio companies are embracing their corporate responsibility, alongside achieving core commercial objectives. --- Maven Income and Growth VCT 5 PLC Guru Systems is a supplier of hardware, software and data analytics designed to improve the performance and cost effectiveness of heat networks, which are increasingly required to be integrated in new commercial and residential property developments as part of the government's decarbonisation strategy. Guru is achieving commercial traction in this emerging market and is well placed to deliver its commercial objectives, whilst having a positive ESG impact. Sustainable packaging designer and manufacturer iPac Packaging Innovations continues to build a strong position as a leading independent supplier of bespoke packaging solutions whilst also demonstrating strong ESG credentials. iPac's rPET products are 100% recyclable and manufactured using over 85% recycled content with Prevented Ocean Plastic (POP) materials incorporated into its supply chain, which helps to reduce plastic pollution in the ocean. 100% of iPac's electrical power comes from renewable sources. Sustainable transport planner Liftango is focused on achieving Net Zero though shared transport networks providing clients with the ability to reduce their environmental impact, whilst also delivering operational improvements and cost savings. Manufacture 2030, a provider of a software solution that helps multinationals measure, manage and reduce supply chain emissions at scale, is building a strong presence in an emerging market. Eco-friendly baby care brand Pura continues to increase its sales reach and, during the year, secured an important new listing for its plastic-free nappies and wipes with major US retailer Walmart. Pura has also attained B Corporation status, which designates the business as meeting the highest standards of social and environmental impact. Network infrastructure specialist Vodat Communications Group (VCG) has implemented positive ESG practices across its business, including setting a carbon reduction policy, and recently appointed an additional director to focus on improving key metrics and reporting. The Manager continues to examine and prepare for upcoming regulations. This year, the FCA introduced the Sustainability Disclosure Requirements (SDR) which includes a labelling and naming regime alongside a new anti-greenwashing rule. The anti-greenwashing rule affects all firms, and the Manager has ensured adherence to the new rule. Whilst your Company is not currently in scope of the other requirements of the SDR, the Manager continues to monitor developments. Additionally, the Manager is aware of the Task Force on Climate-Related Financial Disclosures (TCFD) and International Financial Reporting Standards (IFRS) regulations, and the increasing likelihood that your Company may be required to report under these in the future and is actively preparing for compliance. ## Treasury Management During the year, several new permitted non-qualifying investments were completed for treasury management purposes, the details of which can be found in the Investments table on pages 30 to 32 of this Annual Report. At the year end, your Company had invested £7 million across seven OEICs and MMFs, which has provided an income return close to the Bank of England's base rate with low capital risk and daily liquidity. Your Company had a further £4.8 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 4% 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, which has been crucial this year given the high level of exit activity and resultant inflow of cash proceeds. Consistent application of Maven's treasury management model has ensured that your Company remains compliant with the Nature of Income condition, whilst also generating a healthy new stream of income from the portfolio of treasury management holdings and uninvested cash. ## New Investments During the period under review, six new private companies were added to the portfolio. These businesses operate across a wide range of dynamic sectors and add further sectoral diversity to the portfolio: Alderley Lighthouse Labs is a provider of clinical diagnostic testing services, specialising in the analysis of human samples such as blood, urine and cells. The business was initially established as a COVID-19 testing facility, as part of the Government supported "Test and Trace" programme. As pandemic related testing subsided, the business evolved into a laboratory-based facility providing blood science and molecular diagnostics to a wide range of clients. The healthcare diagnostics and testing market continues to experience high growth, and Alderley is well placed to leverage its existing position and achieve considerable scale. The funding from the Maven VCTs provides capital that will enable the business to invest in product development, expand its current suite of services and grow monthly revenues. --- Maven Income and Growth VCT 5 PLC | 29 ## CONNECTED DATA Connected Data is a provider of a data-enabled debt management software solution, which is designed to improve recovery rates for utility and financial services companies, addressing issues that arise during changes in tenancy and result in billions of pounds of unpaid energy and other bills, as well as producing fairer, more positive outcomes for consumers in debt. The cloud-based platform uses proprietary technology to help manage the debt life cycle from pre-delinquency through to late stage collection, offering a more cost effective solution than using a single credit bureau. The business is gaining commercial traction and has quickly established a blue chip client base. The funding from the Maven VCTs is being used to further develop the technology platform and invest in sales and marketing. ## MIS ENZENZIE INTELLIGENCE SERVICES McKenzie Intelligence Services (MIS) is an insurtech business that provides insurers with geospatial data and analysis to accelerate responses to catastrophic events such as extreme weather, natural disasters and geopolitical conflict. Its proprietary data-led intelligence platform, Global Events Observer, uses real time information, machine learning and expert analysis to provide detailed and actionable intelligence to help decision makers manage risk, escalate relief and promote economic recovery. Since 2017, MIS has been Lloyds of London’s catastrophic claims partner and has provided data and assistance following several high profile incidents, including the 2023 wildfires in Hawaii. The funding from the Maven VCTs is being used to further develop the technology platform and to launch new products that offer unique insight into future potential risks. ## Metrion Metrion Biosciences is a contract research organisation that provides drug discovery services to pharma and biotech customers. Its highly specialised service is required in the development of drugs that intentionally or unintentionally act on an important group of protein structures within the body known as ion channels, which are one of the fastest growing areas of innovation in drug discovery. Metrion is aiming to become the outsourcing partner of choice for ion services in the global pharma and biotech industry. The funding from the Maven VCTs is being used to invest in new equipment and to create additional laboratory space, which will enable Metrion to achieve scale in this growing market. ## RiskSmart RiskSmart is a regtech business that has developed a risk management platform which leverages data insight and machine learning to provide real time information to help transform how businesses manage governance, risk and compliance. RiskSmart’s solution is easily integrated with existing operating systems, which is a key benefit to the target SME market where existing options have high set up costs and substantial ongoing charges. The business has achieved impressive growth since inception two years ago and is building a strong client list. The funding from the Maven VCTs is being used to support working capital through the initial growth phase and will also be used to make a number of targeted hires to expand the sales team. ## zing Zing is a specialist services provider operating in the cloud communications sector and was a spin out from CRM provider ProspectSoft, a previous Maven portfolio company, which was successfully exited in 2022. Since becoming an independent business, Zing has made encouraging commercial progress and strengthened its relationship as a leading partner with global cloud communication platform business Twilio, where it provides consultancy and managed services. The funding from the Maven VCTs will enable the business to benefit from the growth opportunities in the Communications Platform as a Service (CPaaS) market. The next stage of development is focused on expanding into the US, developing a new AI proposition and enhancing the management team through new strategic hires. A small position was also taken in AIM quoted neuroscience technology company Cambridge Cognition, which is a developer of digital health products designed to better understand detect and treat conditions affecting brain health including Alzheimer’s, Multiple Sclerosis and depression. The VCT funding is being used to accelerate growth in this emerging market. --- Maven Income and Growth VCT 5 PLC The table below shows the investments that have been completed during the year: | Investments | Date | Sector | Investment cost £'000 | | --- | --- | --- | --- | | New unlisted | | | | | Alderley Lighthouse Labs Limited1 | April & May 2024 | Pharmaceuticals, biotechnology & healthcare | 249 | | Connected Data Company Limited | September 2024 | Business services | 423 | | McKenzie Intelligence Services Limited | December 2023 | Business services | 159 | | Metrion Biosciences Limited | December 2023 | Pharmaceuticals, biotechnology & healthcare | 597 | | MirrorWeb Holdings LLC2 | August 2024 | Software & technology | 1,002 | | RiskSmart Limited | November 2024 | Business services | 279 | | Zing TopCo Limited (trading as Zing)1 | April & May 2024 | Business services | 185 | | Total new unlisted | | | 2,894 | Follow-on unlisted | Automated Analytics Limited | August 2024 | Marketing & advertising technology | 99 | | --- | --- | --- | --- | | Filtered Technologies Limited3 | June & September 2024 | Learning & development/ recruitment technology | 75 | | Fixtuur Limited (formerly Shortbite Limited) | July 2024 | Software & technology | 200 | | Horizon Ceremonies Limited (trading as Horizon Cremation) | October 2024 | Business services | 300 | | Hublsoft Group Limited | April 2024 | Software & technology | 56 | | Liftango Group Limited | March 2024 | Software & technology | 48 | | mypura.com Group Limited (trading as Pura) | September 2024 | Business services | 50 | | Plyable Limited | August 2024 | Software & technology | 50 | | Real World Health Limited (trading as RwHealth) | October 2024 | Pharmaceuticals, biotechnology & healthcare | 200 | | Relative Insight Limited3 | February & October 2024 | Marketing & advertising technology | 173 | | Snappy Shopper Limited | April 2024 | Software & technology | 9 | | Summize Limited | June 2024 | Software & technology | 199 | | Whiterock Group Limited | December 2024 | Software & technology | 199 | | XR Games Limited | August 2024 | Software & technology | 44 | | Zinc Digital Business Solutions Limited | May 2024 | Software & technology | 50 | | Total follow-on unlisted | | | 1,752 | Total unlisted 4,646 --- Maven Income and Growth VCT 5 PLC | 31 | Investments | Date | Sector | Investment cost £'000 | | --- | --- | --- | --- | | New AIM quoted | | | | | Cambridge Cognition Holdings PLC | June 2024 | Pharmaceuticals, biotechnology & healthcare | 62 | | Total new AIM quoted | | | 62 | | Follow-on AIM quoted | | | | | GENinCode PLC | January 2024 | Pharmaceuticals, biotechnology & healthcare | 160 | | Total follow-on AIM quoted | | | 160 | | Total AIM quoted | | | 222 | | Open-ended investment companies^{4} | | | | | Royal London Short Term Fixed Income Fund (Class Y Income) | October 2024 | Money market fund | 1,000 | | Royal London Short Term Money Market Fund (Class Y Income) | April 2024 | Money market fund | 1,000 | | Total open-ended investment companies | | | 2,000 | | Money market funds^{4} | | | | | abrdn Liquidity Fund (Lux) - Sterling Fund K-1 Inc GBP | March 2024 | Money market fund | 500 | | Aviva Investors Sterling Government Liquidity Fund Class 3 | October 2024 | Money market fund | 3 | | BlackRock Institutional Sterling Liquidity Fund (Core) | August 2024 | Money market fund | 1,000 | | Fidelity Institutional Liquidity Sterling Fund (Class F) | March 2024 | Money market fund | 1,000 | | HSBC Sterling Liquidity Fund (Class A) | May 2024 | Money market fund | 1,000 | | Total money market funds | | | 3,503 | | Private equity investment trusts^{4} | | | | | Caledonia Investments PLC | May 2024 | Investment trust | 112 | | CT Private Equity Trust PLC | May 2024 | Investment trust | 300 | | ICG Enterprise Trust PLC | May 2024 | Investment trust | 51 | | Pantheon International PLC | June 2024 | Investment trust | 251 | | Total private equity investment trusts | | | 714 | --- Maven Income and Growth VCT 5 PLC | Investments | Date | Sector | Investment cost £'000 | | --- | --- | --- | --- | | Infrastructure investment trusts4 | | | | | BBGI Global Infrastructure SA | June 2024 | Investment trust | 70 | | Pantheon Infrastructure PLC | July 2024 | Investment trust | 50 | | Total infrastructure investment trusts | | | 120 | Total investments completed during the year 11,205 1 Investment completed in two tranches. 2 This holding reflects the partial exit from MirrorWeb Limited, where a proportion of the proceeds were reinvested in the new, enlarged entity, MirrorWeb Holdings LLC. 3 Follow-on investment completed in two tranches. 4 Investments completed as part of the treasury management strategy. At the period end, the portfolio stood at 136 unlisted and quoted investments at a total cost of £61.8 million. # Realisations The table below provides details of all the exits that have completed during the year, including CB Technology, MirrorWeb, Novatus Global and Quorum Cyber, which provided a meaningful increase in cash reserves: | Realisations | Year first invested | Complete/ partial exit | Cost of shares disposed of £'000 | Value at 30 November 2023 £'000 | Sales proceeds £'000 | Realised gain/(loss) £'000 | Gain/(loss) over 30 November 2023 value £'000 | | --- | --- | --- | --- | --- | --- | --- | --- | | Unlisted | | | | | | | | | CB Technology Group Limited | 2014 | Complete | 521 | 979 | 1,057 | 536 | 78 | | Glacier Energy Services Holdings Limited | 2011 | Complete | 643 | 509 | 485 | (158) | (24) | | GradTouch Limited | 2019 | Complete | 568 | 955 | 974 | 406 | 19 | | Life's Great Group Limited (trading as Mojo Mortgages)1 | 2019 | Complete | - | - | 37 | 37 | 37 | | MirrorWeb Limited2 | 2020 | Complete | 1,300 | 2,476 | 4,785 | 3,485 | 2,309 | | Novatus Global Limited3 | 2022 | Partial | 656 | 656 | 3,066 | 2,410 | 2,410 | | Project Falcon TopCo Limited (trading as Quorum Cyber) | 2021 | Complete | 126 | 126 | 383 | 257 | 257 | | QikServe Limited | 2016 | Complete | 494 | 602 | 594 | 100 | (8) | | Others | | | - | - | 8 | 8 | 8 | | Total unlisted | | | 4,308 | 6,303 | 11,389 | 7,081 | 5,086 | AIM quoted | Oncimmune Holdings PLC | 2021 | Complete | 250 | 35 | 33 | (217) | (2) | | --- | --- | --- | --- | --- | --- | --- | --- | | SulNOx PLC | 2021 | Complete | 130 | 113 | 153 | 23 | 40 | | Vertu Motors PLC | 2007 | Complete | 50 | 71 | 59 | 9 | (12) | | Others | | | 243 | 78 | 21 | (222) | (57) | | Total AIM quoted | | | 673 | 297 | 266 | (407) | (31) | --- Maven Income and Growth VCT 5 PLC | 33 | Realisations | Year first invested | Complete/partial exit | Cost of shares disposed of £’000 | Value at 30 November 2023 £’000 | Sales proceeds £’000 | Realised gain/(loss) £’000 | Gain/(loss) over 30 November 2023 value £’000 | | --- | --- | --- | --- | --- | --- | --- | --- | | Money market funds^{4} | | | | | | | | | abrdn Liquidity Fund (Lux) - Sterling Fund K-1 Inc GBP | 2023 | Partial | 1,000 | 1,000 | 1,000 | - | - | | Aviva Investors Sterling Government Liquidity Fund | 2023 | Complete | 1,004 | 1,004 | 1,004 | - | - | | Goldman Sachs Sterling Government Liquid Reserves Ireland (Institutional) | 2023 | Complete | 1,000 | 1,000 | 1,000 | - | - | | HSBC Sterling Liquidity Fund (Class A) | 2023 | Partial | 1,000 | 1,000 | 1,000 | - | - | | Total money market funds | | | 4,004 | 4,004 | 4,004 | - | - | | Open-ended investment companies^{4} | | | | | | | | | Royal London Short Term Fixed Income Fund (Class Y Income) | 2023 | Partial | 1,019 | 1,023 | 1,019 | - | (4) | | Royal London Short Term Money Market Fund (Class Y Income) | 2023 | Partial | 986 | 978 | 974 | (12) | (4) | | Total open-ended investment companies | | | 2,005 | 2,001 | 1,993 | (12) | (8) | | Total realisations completed during the year | | | 10,990 | 12,605 | 17,652 | 6,662 | 5,047 | 1 Deferred consideration following the sale in December 2021. 2 Of these proceeds, £1,001,682 has been re-invested as a retained minority interest in the continuing entity, MirrorWeb Holdings LLC, which remains VCT qualifying for three years. Given the structure of the transaction, the holding in MirrorWeb Limited was exited in full, but a proportion of the proceeds were re-invested in the enlarged, ongoing entity, MirrorWeb Holdings LLC. 3 Proceeds exclude a rolled element which has been retained as a minority equity stake within the company. 4 Realisations were completed as part of the treasury management strategy. During the year, two private companies were struck off the Register of Companies, resulting in a total realised loss of £593,000 (cost £593,000). This had no effect on the NAV of the Company as a full provision had been taken against the value of the holding in a previous period. Write off of escrow debtor held in respect of prior year exit of e.fundamentals (Group) Limited causing a difference in sales proceeds and realised gain/loss of £95,000. In addition, the element of net gains on exits not received in cash and not readily converted to cash is £876,000 (MirrorWeb Limited and Project Falcon TopCo Limited (trading as Quorum Cyber). See Note 8 to the Financial Statements on page 84. ## Material Developments Since the Period End Since 30 November 2024, two new private companies have been added to the portfolio: - Blackdot Solutions is a developer of an advanced intelligence and investigations software solution that supports risk, compliance and client onboarding teams across a variety of industries including government, criminal law and financial services. Blackdot's propriety platform Videris aggregates and analyses open source intelligence (OSINT) from a wide range of public sources including the internet, social media and the dark web, alongside more traditional routes such as Moody's and Dun & Bradstreet. This capability provides clients with the most comprehensive and up to date information to identify threat, mitigate risk and ensure ongoing compliance with complex regulatory standards. The OSINT market is experiencing rapid growth and as an early entrant, Blackdot is well positioned to capitalise on rising demand for advanced data analytics and risk management tools. The funding from the Maven VCTs is being used to increase headcount, with a focus on technical expertise, enhance product development and drive growth in both existing and new markets. --- Maven Income and Growth VCT 5 PLC - Kani Payments is a developer of a SaaS based financial reporting and reconciliation platform, serving fintechs, challenger banks and payment processors. As well as providing instant reconciliation of large data sets, Kani's solution facilitates the automation of transaction payments, regulatory and financial reporting, which remains a largely manual and spreadsheet based process even for sizeable financial institutions. The business is led by an experienced team with a successful track record of scaling a similar cloud based payment processing business from start-up through to profitable exit. The funding from the Maven VCTs is being used to accelerate product development, with new features due to launch in the second half of 2025, make a number of strategic hires within sales and marketing to widen the business' reach, and to support expansion into Europe and North America where management have identified a significant market opportunity. ## Outlook With good levels of liquidity, your Company is well placed to deliver further growth in the year ahead. Maven's regionally based team of experienced deal executives provides your Company with access to a wide range of investment opportunities and with an active pipeline of potential transactions currently under review, it is anticipated that there will be a healthy rate of new investment in 2025. The objective remains to expand the portfolio in size and scale through the selective addition of entrepreneurial and ambitions growth businesses, whilst also identifying exits to optimise value and support Shareholder distributions in line with the enhanced dividend target. Maven Capital Partners UK LLP Manager 12 March 2025 --- Maven Income and Growth VCT 5 PLC | 35 # LARGEST INVESTMENTS BY VALUATION AS AT 30 NOVEMBER 2024 ## Bright Network brightnetwork.co.uk Learning & development/recruitment technology **BRIGHT NETWORK** | Cost (£'000) | 1,264 | | --- | --- | | Valuation (£'000) | 2,493 | | Basis of valuation | Revenue | | Equity held | 7.2% | | Income received to date (£'000)¹ | Nil | | First invested | July 2018 | | Year end | 31 March | | 2024 (£'000) | 2023 (£'000) | | Net assets | 7,871 | This company produces abridged accounts as permitted under the Companies Act 2006 relating to small companies. Bright Network is an HR tech business which has designed a platform that enables leading employers to identify and recruit high quality graduates and young professionals. Revenues are generated from a combination of graduate focused careers events, digital recruitment and recruitment process outsourcing. The business also has a Technology Academy, which provides software development training to graduates before placing them with client organisations. The business recently launched in Germany. ## Rockar rockartech.com Software & technology (fulfilment technology) **Rockar** | Cost (£'000) | 1,023 | | --- | --- | | Valuation (£'000) | 1,825 | | Basis of valuation | Earnings | | Equity held | 4.7% | | Income received to date (£'000) | 93 | | First invested | July 2016 | | Year end | 31 December | | 2023 (£'000) | 2022 (£'000) | | Sales | 8,081 | 7,496 | | --- | --- | --- | | EBITDA² | 2,072 | 1,656 | | Net assets | 4,102 | 4,223 | Rockar is leading the worldwide adoption of a digital sales journey for the automotive sector, with a flexible microservices platform. It is working with global automotive OEMs to develop a digital, omnichannel and immersive means by which consumers can select, configure, and finance their car purchase using a wholly online process. --- Maven Income and Growth VCT 5 PLC # Summize summize.com Software & technology (legal) ![img-5.jpeg](img-5.jpeg) # Summize | Cost (£'000) | 846 | | --- | --- | | Valuation (£'000) | 1,747 | | Basis of valuation | Revenue | | Equity held | 4.4% | | Income received to date (£'000)1 | Nil | | First invested | October 2022 | | Year end | 30 June | | | 2024 (£'000) | | | 2023 (£'000) | | Net assets | 3,554 | | | 3,192 | This company produces abridged accounts as permitted under the Companies Act 2006 relating to small companies. Summize develops digital contracting software for legal firms and departments, using AI-powered technology to address the increasing need to digitalise the contract lifecycle, aiming to streamline and shorten the process of creating and reviewing contracts. The cloud-based product integrates with Microsoft Word, Teams, Slack and DocuSign to improve collaboration between legal and business users and better manage contracts and commercial risks. # Horizon Ceremonies horizoncremation.co.uk Business services (funeral services) ![img-6.jpeg](img-6.jpeg) horizon cremation | Cost (£'000) | 960 | | --- | --- | | Valuation (£'000) | 1,598 | | Basis of valuation | Discounted cash flow | | Equity held | 5.8% | | Income received to date (£'000) | 212 | | First invested | May 2017 | | Year end | 31 December | | | 2023 (£'000) | | | 2022 (£'000) | | Net liabilities | (823) | | | (39) | This company produces abridged accounts as permitted under the Companies Act 2006 relating to small companies. Horizon Ceremonies builds and operates environmentally and technologically advanced crematoria in underserved areas across the UK that provide a family orientated approach. Horizon now has a portfolio of three operational sites. The original facility, in Clyde Coast and Garnock Valley, has been operational since 2018, a second facility in Cannock, Staffordshire, opened in April 2021, and a third crematorium, the Hurlet, in the suburbs of Glasgow opened in December 2021. --- Maven Income and Growth VCT 5 PLC | 37 # Manufacture 2030 manufacture2030.com Software & technology (data analytics) ![img-7.jpeg](img-7.jpeg) | Cost (£'000) | 997 | | --- | --- | | Valuation (£'000) | 1,521 | | Basis of valuation | Revenue | | Equity held | 5.9% | | Income received to date (£'000)¹ | Nil | | First invested | March 2023 | | Year end | 31 December | | 2023 (£'000) | 2022 (£'000) | | Net liabilities | (104) | This company produces abridged accounts as permitted under the Companies Act 2006 relating to small companies. Manufacture 2030 (M2030) is the developer of a specialist software reporting platform that works with some of the world's largest manufacturing businesses to help them achieve a reduction in the environmental footprint within their global supply chains. M2030 provides software reporting tools that enable companies to measure, manage and reduce carbon emissions. # Bud Systems bud.co.uk Learning & development/recruitment technology ![img-8.jpeg](img-8.jpeg) | Cost (£'000) | 846 | | --- | --- | | Valuation (£'000) | 1,473 | | Basis of valuation | Revenue | | Equity held | 4.7% | | Income received to date (£'000)¹ | Nil | | First invested | September 2022 | | Year end | 31 December | | 2023 (£'000) | 2022 (£'000) | | Net assets | 4,410 | This company produces abridged accounts as permitted under the Companies Act 2006 relating to small companies. Bud Systems offers a comprehensive learning management solution tailored for apprenticeship training providers, which is capable of managing their entire process from initial enrolment to final assessment. Its SaaS offering helps organisations deliver high quality training whilst improving the visibility of progress and performance. Key to the offering is Bud's end to end approach designed to bring together learners, training providers and employers and support the process through to reporting and regulatory compliance. --- Maven Income and Growth VCT 5 PLC # Horizon Technologies Consultants horizontechnologies.eu Industrials & engineering ![img-9.jpeg](img-9.jpeg) | Cost (£'000) | 1,296 | | --- | --- | | Valuation (£'000) | 1,328 | | Basis of valuation | Revenue | | Equity held | 5.5% | | Income received to date (£'000)1 | Nil | | First invested | May 2021 | | Year end | 31 December | | | 2023 (£'000) | | | 2022 (£'000) | | Net assets | 1,761 | This company produces abridged accounts as permitted under the Companies Act 2006 relating to small companies. Horizon Technologies is a manufacturer of airborne signals intelligence (SIGINT) systems for intelligence, surveillance, tracking and reconnaissance applications used by defence companies, security agencies, shipping companies and insurers in the escalating fight against illegal maritime activity and terrorism. The business also has an early stage space division that is a prime contractor with the UK Government. # Liftango liftango.com Software & technology (transport) ![img-10.jpeg](img-10.jpeg) | Cost (£'000) | 1,195 | | --- | --- | | Valuation (£'000) | 1,195 | | Basis of valuation | Revenue | | Equity held | 8.2% | | Income received to date (£'000)1 | Nil | | First invested | December 2021 | | Year end | 31 December | | | 2023 (£'000) | | | 20222 (£'000) | | Net assets | 15,993 | This company produces abridged accounts as permitted under the Companies Act 2006 relating to small companies. Liftango has developed a cloud-based technology platform, which enables public and corporate transport operators to optimise route planning based on passenger demand. Its on-demand bus and shuttle solutions provide more environmentally friendly services, and also help large employers and academic institutions to operate shared services which match drivers with passengers. --- Maven Income and Growth VCT 5 PLC | 39 # CYSIAM cysiam.com Software & technology (cyber security) # CYSIAM | Cost (£'000) | 373 | | --- | --- | | Valuation (£'000) | 1,145 | | Basis of valuation | Revenue | | Equity held | 6.0% | | Income received to date (£'000)¹ | Nil | | First invested | December 2021 | | Year end | 30 November | | | 2023 (£'000) 2022 (£'000) | | Net assets | 1,412 963 | This company produces abridged accounts as permitted under the Companies Act 2006 relating to small companies. CYSIAM is a provider of cyber security advice, training, and managed services in secure technology systems. CYSIAM offers deep technical expertise and operational support experience to organisations across the public and private sectors, which have seen significant increases in cyber crime, accelerated by disruption and changing working patterns throughout the pandemic. # Real World Health realworld.health Pharmaceuticals, biotechnology & healthcare # iHealth | Cost (£'000) | 1,060 | | --- | --- | | Valuation (£'000) | 1,060 | | Basis of valuation | Revenue | | Equity held | 7.7% | | Income received to date (£'000)¹ | Nil | | First invested | October 2021 | | Year end | 28/29 February | | | 2024 (£'000) 2023² (£'000) | | Net assets | 5,579 3,736 | This company produces abridged accounts as permitted under the Companies Act 2006 relating to small companies. Real World Health is a provider of predictive analytics and insights to the healthcare and pharma sectors. The company's core data science platform ingests and unifies data from disparate source systems and leverages proprietary AI algorithms to extract predictive insights into patient flow, resource planning and disease identification. Outcome and transformation services are overlaid to ensure that insights can be actioned. In February 2025, Real World Health entered administration. ¹ No interest is payable as the investment has been structured as all equity. ² Earnings before interest, tax, depreciation and amortisation. ³ Accounts restated. The Company has invested alongside Maven Income and Growth VCT PLC, Maven Income and Growth VCT 3 PLC and Maven Income and Growth VCT 4 PLC in the companies listed on pages 35 to 39. In addition, Maven Investor Partners is also invested in Bright Network, CYSIAM, Horizon Ceremonies and Summize. --- Maven Income and Growth VCT 5 PLC # NATIONAL PRESENCE | REGIONAL FOCUS ## △ Maven offices A. Edinburgh B. Glasgow C. Newcastle D. Durham E. Middlesbrough F. Manchester G. Nottingham H. Birmingham I. London J. Bristol K. Reading - 15 largest investments by valuation ![img-11.jpeg](img-11.jpeg) --- Maven Income and Growth VCT 5 PLC | 41 # INVESTMENT PORTFOLIO SUMMARY AS AT 30 NOVEMBER 2024 | Investment | Valuation £'000 | Cost £'000 | % of total assets | % of equity held | % of equity held by other clients | | --- | --- | --- | --- | --- | --- | | Unlisted | | | | | | | Bright Network (UK) Limited | 2,493 | 1,264 | 3.7 | 7.2 | 31.9 | | Rockar 2016 Limited (trading as Rockar) | 1,825 | 1,023 | 2.7 | 4.7 | 14.8 | | Summize Limited | 1,747 | 846 | 2.6 | 4.4 | 31.6 | | Horizon Ceremonies Limited (trading as Horizon Cremation) | 1,598 | 960 | 2.4 | 5.8 | 48.7 | | 2degrees Limited (trading as Manufacture 2030) | 1,521 | 997 | 2.3 | 5.9 | 16.9 | | Bud Systems Limited | 1,473 | 846 | 2.2 | 4.7 | 13.0 | | Horizon Technologies Consultants Limited | 1,328 | 1,296 | 2.0 | 5.5 | 11.7 | | Liftango Group Limited | 1,195 | 1,195 | 1.8 | 8.2 | 32.5 | | CYSiam Limited | 1,145 | 373 | 1.7 | 6.0 | 21.7 | | Real World Health Limited (trading as RwHealth) | 1,060 | 1,060 | 1.6 | 7.7 | 41.2 | | Biorelate Limited | 1,023 | 597 | 1.5 | 3.0 | 24.6 | | MirrorWeb Holdings LLC² | 1,002 | 1,002 | 1.5 | 1.6 | 3.4 | | Precursive Limited | 1,000 | 1,000 | 1.5 | 6.8 | 27.7 | | Zinc Digital Business Solutions Limited | 990 | 677 | 1.5 | 9.0 | 34.7 | | Relative Insight Limited | 974 | 974 | 1.4 | 5.8 | 25.3 | | Hubisoft Group Limited | 969 | 786 | 1.4 | 5.5 | 18.3 | | Novatus Global Limited³ | 958 | 205 | 1.4 | 1.2 | 3.0 | | mypura.com Group Limited (trading as Pura) | 913 | 498 | 1.4 | 2.2 | 22.5 | | Enpal Limited (trading as Guru Systems) | 891 | 891 | 1.3 | 7.5 | 14.1 | | iAM Compliant Limited | 806 | 489 | 1.2 | 6.3 | 42.8 | | ORCHA Health Limited | 775 | 775 | 1.2 | 2.7 | 5.1 | | BioAscent Discovery Limited | 734 | 174 | 1.1 | 4.4 | 35.6 | | DiffusionData Limited | 725 | 725 | 1.1 | 3.5 | 14.5 | | Nano Interactive Group Limited | 717 | 625 | 1.1 | 3.7 | 11.2 | | NorthRow Limited | 709 | 979 | 1.1 | 5.0 | 27.8 | | Plyable Limited | 697 | 697 | 1.0 | 7.3 | 21.0 | | CODILINK UK Limited (trading as Coniq) | 675 | 450 | 1.0 | 1.3 | 3.6 | | Filtered Technologies Limited | 655 | 825 | 1.0 | 4.1 | 21.3 | | WaterBear Education Limited | 649 | 245 | 1.0 | 5.1 | 34.1 | | Reed Thermoformed Packaging Limited (trading as iPac Packaging Innovations) | 631 | 448 | 0.9 | 2.5 | 9.9 | | Metrion Biosciences Limited | 597 | 597 | 0.9 | 4.3 | 13.9 | | Sensoteq Limited | 597 | 597 | 0.9 | 5.6 | 18.0 | | Boomerang Commerce IQ (trading as CommerceIQ)⁴ | 552 | 646 | 0.8 | 0.1 | 0.4 | | Ensco 969 Limited (trading as DPP) | 551 | 435 | 0.8 | 2.2 | 32.3 | | HCS Control Systems Group Limited | 550 | 373 | 0.8 | 3.0 | 33.5 | Shaded line indicates that the investment was completed pre November 2015. --- Maven Income and Growth VCT 5 PLC AS AT 30 NOVEMBER 2024 | Investment | Valuation £'000 | Cost £'000 | % of total assets | % of equity held | % of equity held by other clients^{1} | | --- | --- | --- | --- | --- | --- | | Unlisted | | | | | | | Whiterock Group Limited | 520 | 520 | 0.8 | 9.3 | 28.6 | | Laverock Therapeutics Limited | 498 | 498 | 0.7 | 2.3 | 7.0 | | Connected Data Company Limited | 423 | 423 | 0.6 | 3.9 | 11.8 | | HiveHR Limited | 413 | 413 | 0.6 | 6.0 | 38.6 | | McKenzie Intelligence Services Limited | 403 | 159 | 0.6 | 1.6 | 4.8 | | Vodat Communications Group (VCG) Holding Limited | 396 | 264 | 0.6 | 2.3 | 29.6 | | Rico Developments Limited (trading as Adimo) | 380 | 760 | 0.6 | 3.4 | 6.5 | | Automated Analytics Limited | 361 | 249 | 0.5 | 2.2 | 29.7 | | Flow UK Holdings Limited | 350 | 498 | 0.5 | 6.0 | 29.0 | | Delio Limited | 323 | 998 | 0.5 | 3.1 | 12.0 | | Servoca PLC^{5} | 322 | 138 | 0.5 | 1.2 | - | | Snappy Shopper Limited | 307 | 307 | 0.5 | 0.4 | 1.3 | | RevLifter Limited | 300 | 300 | 0.4 | 3.1 | 23.5 | | The Algorithm People Limited (trading as Optimize) | 299 | 140 | 0.4 | 2.0 | 14.2 | | ebb3 Limited | 291 | 206 | 0.4 | 6.6 | 72.3 | | RiskSmart Limited | 279 | 279 | 0.4 | 3.3 | 42.3 | | Growth Capital Ventures Limited | 275 | 264 | 0.4 | 4.8 | 42.6 | | AMufacture Limited | 261 | 261 | 0.4 | 4.8 | 15.2 | | Alderley Lighthouse Labs Limited | 249 | 249 | 0.4 | 6.7 | 46.9 | | Cat Tech International Limited | 243 | 299 | 0.4 | 2.9 | 27.2 | | Fixtuur Limited (formerly Shortbite Limited) | 239 | 884 | 0.3 | 5.7 | 51.6 | | Zing TopCo Limited (trading as Zing) | 185 | 185 | 0.3 | 4.9 | 42.8 | | ISN Solutions Group Limited | 65 | 250 | - | 3.6 | 51.4 | | XR Games Limited | 44 | 342 | - | 1.9 | 24.0 | | C4X Discovery Holdings PLC^{6} | 28 | 40 | - | 0.1 | 0.8 | | Crossword Cybersecurity PLC^{6} | 10 | 150 | - | 0.5 | 1.3 | | Other unlisted investments | 20 | 4,008 | - | | | | Total unlisted | 42,209 | 38,654 | 62.6 | | | --- Maven Income and Growth VCT 5 PLC | 43 AS AT 30 NOVEMBER 2024 | Investment | Valuation £'000 | Cost £'000 | % of total assets | % of equity held | % of equity held by other clients^{2} | | --- | --- | --- | --- | --- | --- | | AIM/AQSE quoted^{7} | | | | | | | Water Intelligence PLC | 904 | 163 | 1.3 | 1.2 | - | | Concurrent Technologies PLC | 697 | 161 | 1.0 | 0.6 | - | | Synectics PLC | 412 | 308 | 0.6 | 0.8 | - | | Avingtrans PLC | 350 | 54 | 0.5 | 0.3 | - | | Netcall PLC | 338 | 26 | 0.5 | 0.2 | - | | Vianet Group PLC | 336 | 405 | 0.5 | 1.1 | 0.3 | | Pulsar Group PLC (formerly Access Intelligence PLC) | 264 | 224 | 0.4 | 0.4 | 0.1 | | GENinCode PLC | 196 | 557 | 0.3 | 2.8 | 10.6 | | Anpario PLC | 160 | 57 | 0.2 | 0.2 | - | | Intelligent Ultrasound Group PLC | 142 | 118 | 0.2 | 0.4 | 1.5 | | K3 Business Technology Group PLC | 123 | 238 | 0.2 | 0.5 | - | | Eden Research PLC | 121 | 199 | 0.2 | 0.6 | 0.9 | | Kanabo Group PLC^{8} | 117 | 1,639 | 0.2 | 2.0 | 7.9 | | Croma Security Solutions Group PLC | 115 | 433 | 0.2 | 1.1 | - | | BiVictrix Therapeutics PLC | 64 | 99 | 0.1 | 0.9 | - | | Arecor Therapeutics PLC | 56 | 167 | 0.1 | 0.2 | 0.2 | | Transense Technologies PLC | 55 | 1,188 | 0.1 | 0.3 | - | | Cambridge Cognition Holdings PLC | 42 | 62 | 0.1 | 0.4 | 1.1 | | Avacta Group PLC | 21 | 7 | - | - | - | | Incanthera PLC | 21 | 46 | - | 0.5 | 0.5 | | Merit Group PLC | 16 | 450 | - | 0.2 | - | | Gelion PLC | 14 | 121 | - | 0.1 | 0.1 | | Feedback PLC | 10 | 74 | - | 0.4 | 1.3 | | Other quoted investments | 65 | 4,602 | 0.2 | | | | Total AIM/AQSE quoted | 4,639 | 11,398 | 6.9 | | | --- Maven Income and Growth VCT 5 PLC AS AT 30 NOVEMBER 2024 | Investment | Valuation £'000 | Cost £'000 | % of total assets | % of equity held | % of equity held by other clients^{1} | | --- | --- | --- | --- | --- | --- | | Private equity investment trusts^{9} | | | | | | | HgCapital Trust PLC | 782 | 499 | 1.2 | - | 0.1 | | Patria Private Equity Trust PLC (formerly abrdn Private Equity Opportunities Trust PLC) | 448 | 377 | 0.7 | 0.1 | 0.2 | | NB Private Equity Partners Limited | 386 | 412 | 0.6 | 0.1 | 0.2 | | ICG Enterprise Trust PLC | 349 | 305 | 0.5 | - | 0.2 | | CT Private Equity Trust PLC | 293 | 300 | 0.4 | 0.1 | 0.3 | | Pantheon International PLC | 248 | 252 | 0.4 | - | - | | Apax Global Alpha Limited | 186 | 225 | 0.2 | - | 0.1 | | Caledonia Investments PLC | 107 | 111 | 0.1 | - | - | | Total private equity investment trusts | 2,799 | 2,481 | 4.1 | | | Global equity investment trusts | JPMorgan Global Growth & Income PLC | 193 | 150 | 0.3 | - | - | | --- | --- | --- | --- | --- | --- | | Alliance Witan PLC (formerly Alliance Trust PLC) | 192 | 149 | 0.3 | - | - | | Total global equity investment trusts | 385 | 299 | 0.6 | | | Real estate investment trust | Care REIT PLC (formerly Impact Healthcare REIT PLC) | 202 | 245 | 0.3 | 0.1 | 0.1 | | --- | --- | --- | --- | --- | --- | | Total real estate investment trust | 202 | 245 | 0.3 | | | Infrastructure investment trusts | Pantheon Infrastructure PLC | 357 | 350 | 0.5 | 0.1 | 0.2 | | --- | --- | --- | --- | --- | --- | | BBGI Global Infrastructure SA | 338 | 389 | 0.5 | - | 0.1 | | 3i Infrastructure PLC | 318 | 320 | 0.5 | - | - | | International Public Partnerships Limited | 262 | 300 | 0.4 | - | - | | Foresight Environmental Infrastructure Limited (formerly JLEN Environmental Assets Group Limited) | 200 | 320 | 0.3 | - | 0.1 | | Total infrastructure investment trusts | 1,475 | 1,679 | 2.2 | | | Open-ended investment companies | Royal London Short Term Money Market Fund (Class Y Income) | 1,004 | 1,026 | 1.5 | - | - | | --- | --- | --- | --- | --- | --- | | Royal London Short Term Fixed Income Fund (Class Y Income) | 991 | 1,000 | 1.5 | 0.1 | 0.2 | | Total open-ended investment companies | 1,995 | 2,026 | 3.0 | | | --- Maven Income and Growth VCT 5 PLC | 45 AS AT 30 NOVEMBER 2024 | Investment | Valuation £'000 | Cost £'000 | % of total assets | % of equity held | % of equity held by other clients^{2} | | --- | --- | --- | --- | --- | --- | | Money market funds^{9} | | | | | | | abrdn Liquidity Fund (Lux) - Sterling Fund K-1 Inc GBP (formerly Aberdeen Standard Liquidity Fund (Lux) - Sterling Fund) | 1,000 | 1,000 | 1.5 | - | - | | BlackRock Institutional Sterling Government Liquidity Fund (Core Dis) | 1,000 | 1,000 | 1.5 | - | 0.1 | | BlackRock Institutional Sterling Liquidity Fund (Core) | 1,000 | 1,000 | 1.5 | - | - | | Fidelity Institutional Liquidity Sterling Fund (Class F) | 1,000 | 1,000 | 1.5 | 0.1 | 0.2 | | HSBC Sterling Liquidity Fund (Class A) | 1,000 | 1,000 | 1.4 | - | - | | Total money market funds | 5,000 | 5,000 | 7.4 | | | | Total investments | 58,704 | 61,782 | 87.1 | | | 1 Other clients of Maven Capital Partners UK LLP. 2 This holding reflects the retained minority interest following the partial sale of the holding in MirrorWeb Limited, with a proportion of the proceeds re-invested in the new, enlarged entity, MirrorWeb Holdings LLC. 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 sale of e.fundamentals (Group) Limited to CommercelQ in July 2022. 5 This company delisted from AIM during a previous period. 6 This company delisted from AIM during the period. 7 Investments are quoted on AIM/AQSE with the exception of Kanabo Group PLC, which is listed on the Main Market of the London Stock Exchange. 8 The holding in this investment resulted from the sale of The GP Service (UK) Limited, which completed in February 2022. The unlisted shares in Kanabo GP Limited were, in accordance with the terms of the original transaction, exchanged for shares in Kanabo Group PLC, which is listed on the Main Market of The London Stock Exchange. 9 Treasury management portfolio. --- Maven Income and Growth VCT 5 PLC # DIRECTORS' REPORT The Directors submit their report together with the Financial Statements of the Company for the year ended 30 November 2024. A summary of the financial results for the year can be found in the Financial Highlights on pages 4 to 6. 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 10. ## 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 period under review, the Company maintained its membership of the AIC and its Ordinary Shares are listed on the London Stock Exchange. Further details are provided in the Corporate Summary. ## Regulatory Status The Company is a small registered, internally managed alternative investment fund under the AIFMD. As a VCT pursuant to Section 274 of the Income Tax Act 2007, the rules of the FCA in relation to non-mainstream investment products do not apply to the Company. ## Going Concern The Company's business activities, together with the factors likely to affect its future development and performance, are set out in this Directors' Report and within the Strategic Report. The financial position of the Company is described in the Chairman's Statement. In addition, Note 16 to the Financial Statements includes the Company's objectives, policies and processes for managing its financial risks; details of its financial instruments; and its exposures to market price risk, interest rate risk, liquidity risk, credit risk and price risk sensitivity. The Directors believe that the Company is well placed to manage its business risks. Following a detailed review, and taking into account the economic outlook and the ongoing geopolitical uncertainty that has persisted throughout the year, including the ongoing impact of high inflation and interest rates, which can impact consumer and business confidence, 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, at least for the next 12 months from the date of the approval of this Annual Report, and accordingly, they have continued to adopt the going concern basis when preparing the Annual Report and Financial Statements. ## Viability Statement In accordance with Provision 31 of the UK Corporate Governance Code, published in July 2018 and Provision 36 of the AIC Code of Corporate Governance, published in February 2019, (the Codes), the Board, having considered the principal and emerging risks facing the Company, together with the legislative environment within which it has to operate, assessed the Company's prospects and risks for the five-year period to 30 November 2029. This five-year period is considered appropriate for a VCT of this size. In considering and making this statement, the Board carried out a robust assessment of the principal and emerging risks facing the Company as highlighted in the Business Report on pages 15 to 17, including those that might threaten its business model, future performance, solvency, or degree of liquidity within the portfolio. The Board's assessment also took account of the availability and likely effectiveness of the mitigating actions that could be taken to avoid or reduce the impact of the underlying risks, including the Manager adapting its investment process to take account of the more restrictive VCT rules. The Board also considered the quality of the current portfolio of investee companies, the Company's ability to raise new funds and the Manager's ability to source and secure new investment opportunities. As highlighted in the Chairman's Statement on page 13, the Board considers the Company's future to be positive. The Board focused on the major factors that affect the economic, regulatory and political environment, including high inflation and interest rates and the ongoing geopolitical uncertainty. --- Maven Income and Growth VCT 5 PLC | 47 The Board also reviewed the Company's cash flow projections and underlying assumptions for the five years to 30 November 2029 and considered them to be realistic and fair. Based on the Company's processes for monitoring income and expenses, share price discount, ongoing review of the investment objective and policy, asset allocation, sector weightings and portfolio risk profile, the Board has concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the five years ending 30 November 2029. ## Financial Instruments The Company's financial instruments comprise its investment portfolio, treasury management portfolio, cash balances, and debtors and creditors that arise directly from its operations, including accrued income and purchases and sales awaiting settlement. The main risks that the Company faces arising from its financial instruments are disclosed in Note 16 to the Financial Statements on pages 92 to 95 of this Annual Report. ## Global Greenhouse Gas Emissions The Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013. ## Corporate Governance The Statement of Corporate Governance, which forms part of this Directors' Report, is shown on pages 57 to 62. ## Directors Other than Charles Young, who served as a Director during the Company's financial year and who retired from the Board following the conclusion of the AGM held on 23 April 2024, the biographies of the Directors who held office during the Company's financial year and at the year end together with the biography of Brian Phillips, who was appointed as a Director post the Company's year end, are shown in the Your Board section of this Annual Report along with their interests in the shares of the Company, which are also shown below. No Director has a service contract with the Company and no contract or arrangement significant to the Company's business and in which any of the Directors is interested has subsisted during the year. As referred to in the Directors' Remuneration Report on page 53, the Company has in place Directors' and Officers' liability insurance. In addition, the Company has entered into deeds of indemnity in favour of each of the Directors. The deeds of indemnity give each Director the benefit of an indemnity, out of the assets and profits of the Company, to the extent permitted by the Companies Act 2006 and subject to certain limitations against liabilities incurred by each of them in the execution of their duties and exercise of the powers as Directors of the Company. A copy of each deed of indemnity is available for inspection at the Company's principal place of business during normal working hours and will be available for inspection at the AGM. 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, other than Gordon Humphries who, as announced on 17 December 2024, is retiring as a Director following the conclusion of the 2025 AGM, each Director, in accordance with the Codes, will retire at the 2025 AGM and, being eligible, offer themselves for election and/or re-election. The Board confirms that, following a formal process of evaluation, the performance of each Director continues to be effective and all Directors have demonstrated commitment to the role. Graham Miller's communication skills enable him to serve the Company as a strong Chairman. His many years' experience in private equity, holding senior executive positions on other boards, and his leadership skills, provide him with the ability required to encourage discussion in the boardroom and ensure that clear decisions are reached and subsequently carried out. Graham will stand for re-election at the 2025 AGM. Jane Stewart is a Chartered Accountant and has over 25 years' Board level experience across industry, equity investment and corporate finance. Her background and experience as chair and non-executive director on a number of private company boards at varying stages of growth, predominantly in the environmental and technology sectors, is highly relevant to her role as a Director and enables her to be a valued contributor to Board discussions. Jane will stand for re-election at the 2025 AGM. As part of the discussions on succession planning and further to the indication from Gordon Humphries that he was minded to retire in 2025, the Nomination Committee led a recruitment process and recommended that the Board appoint Brian Phillips as a Non-executive Director. Brian is a Chartered Accountant with extensive corporate finance, and in particular, private equity experience. During his career, he has served on the boards of a number of public and private companies and the Directors are confident that he will be an effective member of the Board. Brian was appointed to the Board on 1 January 2025 and will stand for election at the 2025 AGM. --- Maven Income and Growth VCT 5 PLC The Board believes that, for these reasons, the contribution of each Director continues to be important to the continued long-term success of the Company, as the combined skills and experience ensure a balanced Board of Directors with a wealth of knowledge and understanding in the key areas that are relevant to the Company. It is, therefore, believed to be in the best interests of Shareholders that all Directors be elected and/or re-elected and resolutions to this effect will be proposed at the 2025 AGM. ## Directors' Interests The Directors who held office during the year together with their interests in the share capital of the Company, were as follows: | | 30 November 2024 Ordinary Shares of 10p each | 30 November 2023 Ordinary Shares of 10p each | | --- | --- | --- | | Graham Miller (Chairman) | 141,601 | 141,601 | | Gordon Humphries | 93,470 | 93,470 | | Jane Stewart | 61,481 | - | | Charles Young¹ | N/A | 131,815 | | Total | 296,552 | 366,886 | ¹ Charles Young retired as a Director following conclusion of the AGM held on 23 April 2024. There is no requirement for Directors to hold shares in the Company and the table above shows the beneficial interests of the Directors and their close associates as at 30 November 2024 and 30 November 2023. As at 11 March 2025, being the last practicable date prior to the publication of this Annual Report, the interests of the Directors in office in the Ordinary Shares of the Company were unchanged, and Brian Phillips, who was appointed as a Director on 1 January 2025, at this time, holds no shares in the Company. ## Conflicts of Interest Each Director has a statutory duty to avoid a situation where he or she has, or could have, a direct or indirect interest which conflicts, or may conflict, with the interests of the Company. A Director will not be in breach of that duty if the relevant matter has been authorised by the Board in accordance with the Company's Articles and this includes any co-investment made by the Directors in entities in which the Company also has an interest. The Board has approved a protocol for identifying and dealing with conflicts and has resolved to conduct a regular review of actual or possible conflicts. No new material conflicts or potential conflicts were identified during the year. ## Substantial Interests At 30 November 2024, the only holders known to the Company who, directly or indirectly, were interested in 3% or more of the Company's issued share capital were as follows: | | Number of Ordinary Shares held | % of issued share capital | | --- | --- | --- | | Hargreaves Lansdown (Nominees) Limited - HLNOM account | 8,738,842 | 4.2 | | UBS Private Banking Nominees Limited - MAINPOOL account | 6,945,781 | 3.3 | At 11 March 2025, being the last practicable date prior to the publication of this Annual Report, the only holders known to the Company who, directly or indirectly, were interested in 3% or more of the Company's issued share capital were as follows: | | Number of Ordinary Shares held | % of issued share capital | | --- | --- | --- | | Hargreaves Lansdown (Nominees) Limited - HLNOM account | 10,375,627 | 4.68 | --- Maven Income and Growth VCT 5 PLC | 49 # Manager and Secretary Maven Capital Partners UK LLP (Maven) acted as Manager and Secretary to the Company during the year ended 30 November 2024 and details of the investment management, performance, and secretarial fees are detailed in Notes 3 and 4 to the Financial Statements respectively. The principal terms of the Management and Administration Deed agreed with Maven are as follows: ## Termination provisions The agreement is capable of termination by the giving of 12 months' notice by either the Company or the Manager. Furthermore, the Company may terminate the agreement without compensation due if: - a receiver, liquidator or administrator of the Manager is appointed; - the Manager commits any material breach of the provisions of the agreement; or - the Manager ceases to be authorised to carry out Investment Business. ## Management and administration fees For the year ended 30 November 2024, under the Management and Administration Deed, the investment management and secretarial fees payable to Maven were charged on the following basis: - a base investment management fee of 1.75% (2023: 1.75%) of net asset value, payable quarterly in arrears; - an annual administration fee of £120,000 (2023: £114,000) per annum payable quarterly in arrears and subject to an annual adjustment, calculated on 1 December each year, to reflect any change in the UK Retail Prices Index; and - a cap on total expenses of 3.0% (2023: 3.0%) of net assets per annum, adjusted annually and excluding performance fees and exceptional costs, such as regulatory and compliance costs. ## Performance related incentive fee The Company has performance incentive arrangements whereby an incentive fee would be payable to Maven if the NAV exceeds the NAV on the Base Date in respect of which an incentive fee was last paid and adjusted to exclude the subscription price paid to the Company on the issue of any shares and to add back any distributions (including share buy backs) during the relevant period. These entitle the Manager to receive: - a sum equal to 15% of the total return over cost generated by each private equity investment that achieves a realisation in the most recent financial year, adjusted for any realised losses incurred in respect of other private equity investments in that year and subject to an annual hurdle of 4% on the realised private equity investments; and - a sum equal to 7.5% of any annual increase (subject to the high watermark noted below) in value of the quoted portfolio (excluding investments in investment trusts, investment companies or investment funds which are quoted), including any distributions from such investments in the quoted portfolio but adjusted to reflect the value of any acquisitions and disposals (at the relevant acquisition or disposal price) of quoted investments during the relevant period (but, for the avoidance of doubt, including the performance of such investments over the time they have been held in the relevant period). In the case of the quoted portfolio, a high watermark is reset on each occasion that an incentive fee becomes payable and future incentive fees shall be calculated on the increase in the value of the quoted portfolio since the date of such high watermark. The base date for the valuation of the inherited investments is set at 28 February 2011 and the value for these investments is subsequently recalculated as at 30 November each year from 2012 onwards. 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. In light of investment performance achieved by the Manager, together with the standard of company secretarial and administrative services provided, the Board considers that the continued appointment of Maven as Manager and Secretary on the stated terms is in the best interests of the Company and its Shareholders. --- Maven Income and Growth VCT 5 PLC # The Maven Executive Investment Scheme and Executive Holdings In order to ensure that the Manager's executives are appropriately incentivised in relation to the management of the portfolio, a co-investment scheme is in place which allows individuals to participate in new investments in portfolio companies alongside the Company. Under the terms and conditions of the Maven Executive Investment 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 some 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. It should be noted that, as at 11 March 2025, Maven Capital Partners UK LLP and certain of its executives held, in aggregate, 5,219,226 of the Company's Ordinary Shares of 10p each (2.4% of the Ordinary Shares in issue). # Independent Auditor Johnston Carmichael LLP (Johnston Carmichael) is the Company's current Auditor. Resolution 7 is to propose the re-appointment of Johnston Carmichael at the 2025 AGM, along with Resolution 8, to authorise the Directors to fix its remuneration. The Directors have received confirmation from Johnston Carmichael that it is independent and objective and the Directors are satisfied that objectivity and independence is being safeguarded by Johnston Carmichael. # Directors' Disclosure of Information to the Auditor So far as the Directors who held office at the date of approval of this Annual Report are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Company's Auditor is unaware, and each of the Directors has taken all the steps that he ought to have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Company's Auditor is aware of that information. # Purchase of Ordinary Shares During the year ended 30 November 2024, the Company bought back a total of 9,648,309 Ordinary Shares (2023: 1,337,000) for cancellation, being 4.78% of the issued share capital as at 7 March 2024, being the last practicable date before the publication of the previous Annual Report. Subsequent to the year end, a further 4,391,090 Ordinary Shares were bought back for cancellation. A Special Resolution, numbered 11 in the Notice of Annual General Meeting, will be put to Shareholders at the 2025 AGM for their approval to renew the Company's authority to purchase in the market a maximum of 33,267,834 Ordinary Shares (14.99% of the shares in issue at 11 March 2025). Such authority will expire on the date of the AGM in 2026 or after a period of 15 months from the date of the passing of the Resolution, whichever is the earlier. Purchases of shares will be made within guidelines established from time to time by the Board, but only if it is considered that such purchases would be to the advantage of the Company and its Shareholders when taken as a whole. It is intended that, subject to market conditions, available liquidity and the maintenance of the Company's VCT status, shares will be bought back in the market at prices that will maintain a discount that is approximately 5% below the latest published NAV per share, adjusted where appropriate for any dividends in respect of which the Company's shares are trading ex-dividend. 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 shall be either cancelled or held in treasury. As outlined in the Chairman's Statement on pages 11 and 12, neither the Company nor the Manager can execute a transaction in the Company's shares and any instruction to buy or sell shares on the secondary market must be directed through a stockbroker. --- Maven Income and Growth VCT 5 PLC | 51 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, 20,952,841 new Ordinary Shares were allotted pursuant to the Company's 2023/2024 Offer for Subscription and 1,370,407 new Ordinary Shares were allotted pursuant to the Company's DIS (2023: 777,615). Subsequent to the year end, 18,249,956 new Ordinary Shares were allotted pursuant to the Company's 2024/2025 Offer for Subscription. An Ordinary Resolution, numbered 9 in the Notice of Annual General Meeting, will be put to Shareholders at the 2025 AGM for their approval for the Company to issue up to an aggregate nominal amount of £2,219,335 (equivalent to 22,193,350 Ordinary Shares or 10% of the total issued share capital at 11 March 2025). Issues of new Ordinary Shares may only be made at, or at a premium to, NAV per share, thus ensuring existing investors will not be disadvantaged by such issues. The proceeds of any issue may be used to purchase the Company's shares in the market or to fund further investments in accordance with the Company's investment policy. This authority shall expire either at the conclusion of the AGM in 2026 or on the expiry of 15 months from the passing of the Resolution, whichever is the first to occur. When shares are to be allotted for cash, Section 561(1) of the Companies Act 2006 provides that existing Shareholders have pre-emption rights and that the new shares are offered first to such Shareholders in proportion to their existing 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 10 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 £2,219,335 (equivalent to 22,193,350 Ordinary Shares or 10% of the total issued share capital at 11 March 2025) as if Section 561(1) does not apply. This is the same amount of share capital that the Directors are seeking the authority to allot pursuant to Resolution 9. The authority will also expire either at the conclusion of the AGM of the Company in 2026 or on the expiry of 15 months from the passing of the Resolution, whichever is the first to occur. ## Share Capital and Voting Rights As at 30 November 2024, the Company's share capital amounted to 208,074,650 Ordinary Shares of 10p each. Further details are included in Note 12 to the Financial Statements. Subsequent to the year end, the Company bought back 4,391,090 Ordinary Shares for cancellation and issued 18,249,956 new Ordinary Shares under the Company's 2024/2025 Offer for Subscription. As a result, as at 11 March 2025, being the latest practicable date before the publication of this Annual Report, the Company's share capital amounted to 221,933,516 Ordinary Shares. There are no restrictions on the transfer of Ordinary Shares in the Company, or their related voting rights, other than certain restrictions which may from time to time be imposed by law (for example, the Market Abuse Regulation). The Company is not aware of any agreement between Shareholders that may result in a transfer of securities and/or voting rights. ## Significant Agreements and Related Party Transactions The Company is not aware of any significant agreements to which it is a party that take effect, alter or terminate upon a change of control of the Company following a takeover. Other than the Management and Administration Deed, further details of which are set out on page 49, the Company is not aware of any contractual or other agreements which are essential to its business and that could reasonably be expected to be disclosed in the Directors' Report. Other than those set out in this Directors' Report there are no further related party transactions that require to be disclosed. --- Maven Income and Growth VCT 5 PLC # Post Balance Sheet Events The Directors have proposed a final dividend of 1.00p per Ordinary Share, in respect of the year ended 30 November 2024. The final dividend will be paid on 9 May 2025 to Shareholders on the register at 28 March 2025. Other than those referred to above and in the Strategic Report, there have been no events since 30 November 2024 that require disclosure. # Future Developments An indication of the Company's future developments can be found in the Chairman's Statement on page 13 and in the Investment Manager's Review on page 34, which highlights the Board and the Manager's commitment to providing returns to Shareholders and delivering the Company's investment strategy. # Annual General Meeting and Directors' Recommendation The AGM will be held on 29 April 2025, at the offices of Maven Capital Partners UK LLP, 6th Floor, Saddlers House, 44 Gutter Lane, London EC2V 6BR and the Notice of Annual General Meeting is on pages 96 to 101 of this Annual Report. The Notice of Annual General Meeting also contains a Resolution that seeks authority for the Directors to convene a general meeting, other than an annual general meeting, on not less than fourteen days' clear notice, although it is anticipated that such authority would only be exercised under exceptional circumstances. The Board encourages Shareholders to vote at the AGM using a hard copy proxy form, via CREST, or electronically using the Registrar's Proxy Voting App at: maven5-agm.city-proxyvoting.uk. Please refer to the notes to the Notice of Annual General Meeting on pages 98 to 101 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. Authorised for issue by the Board Maven Capital Partners UK LLP Secretary 12 March 2025 --- Maven Income and Growth VCT 5 PLC | 53 # DIRECTORS' REMUNERATION REPORT This report has been prepared in accordance with the requirements of Section 421 of the Companies Act 2006 and the Enterprise and Regulatory Reform Act 2013. An Ordinary Resolution for the approval of this report, which includes a section on the policy for the remuneration of Directors, will be put to the members of the Company at the forthcoming AGM. The law requires the Company's Auditor to audit certain of the disclosures provided. Where disclosures have been audited, they are indicated as such and the Auditor's opinion is included in its report on pages 68 to 74 of this Annual Report. ## Statement by the Remuneration Committee The Board has established a Remuneration Committee comprising all the Directors, with Jane Stewart as its Chair. As all of the Directors are non-executive, the Principles of the UK Corporate Governance Code in respect of executive directors' remuneration do not apply. At 30 November 2024, the Company had three non-executive Directors, 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 55. The dates of appointment of the Directors in office as at 30 November 2024 and as the date of this Annual Report, and the dates on which they will next be proposed for election and/or re-election, are as follows: | | Date of original appointment | Due date for election/ re-election | | --- | --- | --- | | Graham Miller (Chairman) | 2 July 2019 | 29 April 2025 | | Gordon Humphries^{1} | 7 February 2006 | N/A | | Brian Phillips^{2} | 1 January 2025 | 29 April 2025 | | Jane Stewart | 1 September 2023 | 29 April 2025 | 1 As announced on 17 December 2024, Gordon Humphries will retire from the Board and will not seek re-election at the 2025 AGM. 2 As announced on 17 December 2024, Brian Phillips was appointed to the Board on 1 January 2025 and will stand for election at the 2025 AGM. During the year ended 30 November 2024, the Board was not provided with advice or services by any person in respect of its consideration of the Directors' remuneration. However, in the application of the Board's policy on Directors' remuneration, as defined below, the Committee expects, from time to time, to review the fees paid to the directors of other venture capital trust companies for comparative purposes. The Remuneration Committee met twice during the year ended 30 November 2024 and carried out an extensive review of the Remuneration Policy and the level of Directors' fees. The Remuneration Committee reviewed the level of fees paid to Directors of companies within the Company's peer group over the previous four years and concluded that the Directors' remuneration levels fell below the benchmark. It was also acknowledged that VCTs were becoming more complex, sophisticated products resulting in additional work and time commitment from the Directors, and, in respect of the Company's activities, now included the move to annual fundraising, an active share buy back programme, and regular share allotments under the Offers for Subscription and the DIS. The Remuneration Committee recommended that, for the year ending 30 November 2025 and with effect from 1 December 2024, the levels of remuneration should be increased by 7.5% to: £26,875 (from £25,000) for the Chairman; £25,263 (from £23,500) for the Chair of the Audit Committee; and £22,253 (from £20,700) for each other Director. In addition, the Remuneration Committee recommended that from 1 December 2025, the level of Directors' fees should increase by a further 7.5% to £28,891 for the Chairman, £27,157 for the Chair of the Audit Committee, and £23,921 for each other Director. The Committee considered that the revised total Directors' remuneration is reasonable when compared with other similar VCTs within the Company's peer group. ## Directors' and Officers' Liability Insurance The Company purchases and maintains liability insurance covering the Directors and Officers of the Company. This insurance is not a benefit in kind, nor does it form part of the Directors' remuneration. --- Maven Income and Growth VCT 5 PLC # Directors' Interests (audited) The Directors' interests in the share capital of the Company are shown in the Directors' Report on page 48. There is no requirement for Directors to hold shares in the Company. # Remuneration Policy The Company's policy is that the remuneration of the Directors, all of whom are non-executive, should reflect the experience of the Board as a whole and be fair and comparable to that of other VCTs with a similar capital structure and similar investment objectives. Directors are remunerated in the form of fees, payable quarterly in arrears, to the Director personally or to a third party specified by him or her. 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 £137,000 per annum (as varied by the UK Retail Price Index from year to year) and the approval of Shareholders at a general meeting would be required to change this limit. It is intended that the fees payable to the Directors should reflect their duties, responsibilities, and the value and amount of time committed to the Company's affairs, and should also be sufficient to enable candidates of a high 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 this Remuneration Policy may be inspected by the members of the Company at its registered office. It is the Board's intention that the above Remuneration Policy will be put to Shareholders for approval at least once every three years and, as a Resolution in respect of the approval of the Remuneration Policy for the three years to 30 November 2025 was approved at the 2023 AGM, 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 2023 AGM, the result in respect of the Ordinary Resolution to approve the Directors' Remuneration Policy for the three-year period to 30 November 2025 was as follows: | | % of votes cast for | % of votes cast against | Number of votes withheld | | --- | --- | --- | --- | | Remuneration Policy | 97.46 | 2.54 | 416,449 | # 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 tax relief) on an investment of £100 in the Ordinary Shares of the Company, for each annual accounting period for the ten years to 30 November 2024, assuming all dividends are reinvested, with the total shareholder return on a notional investment of £100 made up of shares of the same kind and number as those by reference to which the FTSE AIM All-Share Index is calculated. This index was chosen for comparison purposes as it is the most relevant to the Company's investment portfolio. ![img-12.jpeg](img-12.jpeg) Source: Maven Capital Partners UK LLP/London Stock Exchange/IRESS. Please note that past performance is not a guide to future performance. --- Maven Income and Growth VCT 5 PLC | 55 # Directors' Remuneration (audited) As the Company does not have any employees, Directors' remuneration comprises solely of Directors' fees. The Directors' fees for the years to 30 November 2020, 30 November 2021, 30 November 2022, 30 November 2023, and 30 November 2024, and the projected fees for the year ending 30 November 2025, together with the percentage changes in those years, respectively are as follows: | | Year to 30 Nov 2025 £ | Change to 30 Nov 2025 % | Year to 30 Nov 2024 £ | Change to 30 Nov 2024 % | Year to 30 Nov 2023 £ | Change to 30 Nov 2023 % | Year to 30 Nov 2022 £ | Change to 30 Nov 2022 % | Year to 30 Nov 2021 £ | Change to 30 Nov 2021 % | Year to 30 Nov 2020 £ | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Graham Miller (Chairman) | 26,875 | 7.5 | 25,000 | 5.5 | 23,700 | - | 23,700 | - | 23,700 | - | 23,700 | | Gordon Humphries (Audit Committee Chair)1 | 10,456 | 7.5 | 23,500 | 5.9 | 22,200 | - | 22,200 | - | 22,200 | - | 22,200 | | Brian Phillips2 | 22,162 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Jane Stewart3 | 22,253 | 7.5 | 20,700 | 5.6 | 4,900 | N/A | N/A | N/A | N/A | N/A | N/A | | Charles Young4 | N/A | N/A | 8,625 | 5.6 | 19,600 | - | 19,600 | - | 19,600 | - | 19,600 | | Total | 81,746 | | 77,825 | | 70,400 | | 65,500 | | 65,500 | | 65,500 | 1 Gordon Humphries will retire from the Board following the conclusion of the AGM to be held on 29 April 2025. The stated increase is annualised and applied for the period from 1 December 2024 to the date of his retirement. 2 Brian Phillips was appointed as a Director on 1 January 2025. 3 Jane Stewart was appointed as a Director on 1 September 2023. 4 Charles Young retired from the Board following the conclusion of the AGM on 23 April 2024. The percentage changes are calculated based on the annualised amount payable to each individual Director. The above amounts exclude any employers' national insurance contributions, if applicable. No other forms of remuneration were received by the Directors and no Director received any taxable expenses, compensation for loss of office or non-cash benefit for the year ended 30 November 2024 (2023: £nil). Directors do not have service contracts, but new Directors are provided with a letter of appointment. The terms of appointment provide that Directors should retire and be subject to election at the first AGM after their appointment. Copies of the Directors' letters of appointment will be available for inspection at the Company's AGM. The Company's Articles require all Directors to retire by rotation at least every three years and that any Director who has served on the Board for more than nine years will offer himself or herself for re-election annually. However, the Board has agreed that all Directors will retire annually and, if appropriate, seek re-election. The Directors' Letters of Appointment include a three-month notice period and no provision for compensation upon early termination of appointment, save for any arrears of fees which may be due. During the year ended 30 November 2024, no communication was received from Shareholders regarding Directors' remuneration. The Remuneration Policy and the level of fees payable is reviewed annually by the Remuneration Committee. --- Maven Income and Growth VCT 5 PLC # Relative Cost of Directors' Remuneration The chart below shows, for the years ended 30 November 2023 and 30 November 2024, the cost of Directors' fees compared with the level of dividend distribution in those years: ![img-13.jpeg](img-13.jpeg) As noted in the Strategic Report, all of the Directors are non-executive and, therefore, the Company does not have a chief executive officer, nor does it have any employees. In the absence of a chief executive officer or employees, there is no related information to disclose. # Approval An Ordinary Resolution to approve the Directors' Remuneration Report for the year ended 30 November 2024 will be proposed at the AGM to be held in 2025. At the 2024 AGM, the result in respect of the Ordinary Resolution to approve the Directors' Remuneration Report for the year ended 30 November 2023 was as follows: | | % of votes cast for | % of votes cast against | Number of votes withheld | | --- | --- | --- | --- | | Remuneration Report | 94.38 | 5.62 | 78,186 | The Directors' Remuneration Report for the year ended 30 November 2024 was approved by the Board of Directors and signed on its behalf by: Jane Stewart Director 12 March 2025 --- Maven Income and Growth VCT 5 PLC | 57 # STATEMENT OF CORPORATE GOVERNANCE The Company is committed to, and is accountable to the Company's Shareholders for, a high standard of corporate governance. The Board has put in place a framework for corporate governance that it believes is appropriate for a VCT and which enables it to comply with the UK Corporate Governance Code (the UK Code). The UK Code is available from the website of the Financial Reporting Council (FRC) at: frc.org.uk. During the year under review, the Company was a member of the AIC, which published a revised version of its own Code of Corporate Governance (the AIC Code) in 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: - the annual re-election of all directors of all investment companies; - that a board should understand the views of the 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 can 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 which are irrelevant to them. These include: - Provision 9 (dual role of chairman and chief executive); - Provision 19 (tenure of the chair); - Provision 25 (internal audit function); and - Provision 33 (executive remuneration). The Board is of the opinion that the Company has complied fully with the main principles identified in the AIC Code, except as set out below: - Provision 14 (senior independent director (SID)). 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. --- Maven Income and Growth VCT 5 PLC # The Board As at the date of this Annual Report, the Board consists of one female and three male Directors, all of whom are non-executive and considered to be independent of the investment manager (Maven or the Manager) and free of any relationship that could materially interfere with the exercise of their independent judgement. The biographies of the current 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 agreements; - 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 - The London Stock Exchange and FCA matters, such as approval of all circulars, listing particulars and releases concerning matters decided by the Board. As required by the Companies Act 2006 and permitted by the Articles, Directors notify the Company of any situation that might give rise to the potential for a conflict of interest, so that the Board may consider and, if appropriate, approve such situations. A register of 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. Following the implementation of the Bribery Act 2010, the Board adopted appropriate procedures. There is an agreed procedure for Directors to take independent professional advice, if necessary, at the Company's expense. The Directors have access to the advice and services of the Secretary through its appointed representatives who are responsible to the Board for: - ensuring that Board procedures are complied with; - under the direction of the Chairman, ensuring good information flows within the Board and its Committees; and - advising on corporate governance matters. An induction meeting will be arranged by the Manager on the appointment of any new Director, covering details about the Company, the Manager, legal responsibilities and VCT matters. Directors are provided, on a regular basis, with key information on the Company's policies, regulatory and statutory requirements and internal controls. Changes affecting Directors' responsibilities are advised to the Board as they arise. Graham Miller is Chairman of the Company and Chair of the Management Engagement and Nomination Committees, as the other Directors consider that he has the skills and experience relevant to these roles. Graham was independent of the Manager at the time of his appointment as a Director on 2 July 2019 and as Chairman on 28 April 2020 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. Gordon Humphries is Chair of the Audit and Risk Committees and Jane Stewart is Chair of the Remuneration Committee. Following a recruitment process, led by the Nomination Committee, Brian Phillips was appointed as a Director on 1 January 2025 and will stand for election by Shareholders at the 2025 AGM. Brian is a Chartered Accountant whose biographical details can be found on page 8 of this Annual Report. Due to his recent and relevant financial experience, the Directors agreed that he would be best placed to assume the role of Chair of the Audit and Risk Committees following the retirement of Gordon Humphries at the conclusion of the 2025 AGM. --- Maven Income and Growth VCT 5 PLC | 59 The Board meets at least four times each year and, between meetings, maintains regular contact with the Manager and has access to senior members of its VCT management team and to the company secretarial team. The primary focus of quarterly Board Meetings is a review of investment performance and related matters including asset allocation, peer group information and industry issues. During the year ended 30 November 2024, the Board held four Board Meetings and nine meetings of a Committee of the Board. In addition, there were seven meetings of the Audit Committee, four meetings of the Risk Committee, one meeting of the Management Engagement Committee, three meetings of the Nomination Committee, and two meetings of the Remuneration Committee. Directors have attended Board and Committee Meetings during the year ended 30 November 2024¹ as follows: | | Board | Board Committee | Audit Committee | Risk Committee | Management Engagement Committee | Nomination Committee | Remuneration Committee | | --- | --- | --- | --- | --- | --- | --- | --- | | Graham Miller | 4 (4) | 9 (9) | 7 (7) | 4 (4) | 1 (1) | 3 (3) | 2 (2) | | Gordon Humphries | 4 (4) | 9 (9) | 7 (7) | 4 (4) | 1 (1) | 3 (3) | 2 (2) | | Jane Stewart | 4 (4) | 8 (9) | 7 (7) | 4 (4) | 1 (1) | 3 (3) | 2 (2) | | Charles Young² | 2 (2) | 4 (4) | 2 (2) | 2 (2) | 0 (0) | 1 (1) | 0 (0) | ¹ The number of meetings which the Directors were eligible to attend is in brackets. ² Charles Young retired as a Director following the conclusion of the AGM held on 23 April 2024. To enable the Board to function effectively and allow Directors to discharge their responsibilities, full and timely access is given to all relevant information. In the case of Board Meetings, this consists of a comprehensive set of papers, including the Manager's review and discussion documents regarding specific matters. The Directors make further enquiries when necessary. The Board and its Committees have undertaken a process for their annual performance evaluation, using questionnaires and discussion to ensure that Directors have devoted sufficient time and contributed adequately to the work of the Board and its Committees and to consider each Director's independence. The Chairman is subject to evaluation by his fellow Directors. In addition, the Board also uses the process to assess and monitor its culture and behaviour, to ensure it is aligned with the Company's purpose, value and strategy. The Board has discussed having an externally facilitated board evaluation, however, after consideration, agreed that the current process worked well based on the size of the Board. ## Directors' Terms of Appointment The Company's Articles require all Directors to retire by rotation at least every three years and that any Director who has served on the Board for more than nine years will offer himself or herself for re-election annually. However, in accordance with the Codes, the Board has agreed that all Directors will retire annually and, if appropriate, seek 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 or her 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 independence of each Director is reviewed on an annual basis, before the re-election of any Director is recommended and the Board considers the need for regular refreshment of the Directors prior to doing so. The Company has no executive Directors or employees. ## Committees Each of the Committees has been established with written terms of reference and comprises the full Board, the members of which are all independent and free from any relationship that would interfere with important judgement in carrying out their responsibilities. The terms of reference of each of the Committees, which are available on request from the Registered Office of the Company, are reviewed and re-assessed for their adequacy at each meeting. --- Maven Income and Growth VCT 5 PLC # Audit Committee The Audit Committee is chaired by Gordon Humphries and comprises all independent Directors. The role and responsibilities of the Committee are detailed in the joint report by the Audit and Risk Committees. Following the retirement of Gordon Humphries at the conclusion of the AGM to be held on 29 April 2025, Brian Phillips will chair the Audit Committee. # Management Engagement Committee The Management Engagement Committee, which comprises all of the independent Directors and is chaired by Graham Miller, is responsible for the annual review of the management contract with the Manager, details of which are shown in the Directors' Report. One meeting was held during the year ended 30 November 2024, at which the Committee recommended the continued appointment of Maven as Manager of the Company. # Nomination Committee The Nomination Committee, which comprises all of the independent Directors and is chaired by Graham Miller, held three meetings during the year ended 30 November 2024. In line with the requirements of the AIC Code, the terms of reference state that the Chairman of the Board will not chair the Committee when it is dealing with the appointment of his successor. 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, 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; - 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 the 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 Committee, other than to the position of Chairman of the Company. During the year under review, in March 2024, the Committee considered the matter of succession planning and agreed to commence a recruitment process to seek a suitable candidate to be appointed as a Director and to Chair the Audit and Risk Committees following the retirement of Gordon Humphries at the conclusion of the 2025 AGM. Further meetings of the Committee were held in July and October 2024 to consider and review the progress being made with the recruitment process and to identify and interview potential candidates for the role. Post the year end, at a meeting held in November 2024, the Committee recommended to the Board that it should proceed to appoint Brian Phillips as a Director and, based on his recent and relevant financial experience, recommended that he was a suitable candidate to chair the Audit and Risk Committees. Also at its meeting in October 2024, the Committee reviewed the knowledge, experience and skills of all Directors. The Board noted that each of the Directors were valued and that they were deemed to enhance the skills and knowledge base of the Board, enabling it to carry out its functions more effectively with each Director contributing to the long-term success of the Company. The Committee recommended to the Board that all Directors, other than Gordon Humphries who will retire at the conclusion of the 2025 AGM, be nominated for election and/or re-election and accordingly, Resolutions 4 to 6 will be put to the 2025 AGM. The performance of the Board, Committees and individual Directors was evaluated through an assessment process, led by the Chairman and the performance of the Chairman was evaluated by the other Directors. The Board's policy in relation to diversity is that when recruiting new Directors, the Board will consider candidates from a range of backgrounds and with a variety of relevant skills and experience, to ensure that all appointments are made on the basis of merit against clear criteria, whilst considering gender and ethnic diversity. No external search consultancy was used by the Company during the year ended 30 November 2024. --- Maven Income and Growth VCT 5 PLC | 61 ## 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, comprising the full Board, which is chaired by Jane Stewart. The Committee held two meetings during the year ended 30 November 2024 to review the policy for, and the level of, Directors' remuneration. The level of remuneration of 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 the Company's policy on Directors' remuneration are provided in the Directors' Remuneration Report on pages 53 to 56. ## Risk Committee The Risk Committee is chaired by Gordon Humphries and comprises all independent Directors. The role and responsibilities of the Committee are detailed in the joint report by the Audit and Risk Committees. Following the retirement of Gordon Humphries at the conclusion of the AGM to be held on 29 April 2025, Brian Phillips will chair the Risk Committee. ## 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 on the Committees of the Board) in order to allow it to fulfil its obligations. The Board also recognises the benefits and is supportive of the principle of diversity in its recruitment of new Board members. The Board will not display any bias for age, gender, education, professional background, ethnicity, sexual orientation, disability and socio-economic backgrounds in considering the appointment of its Directors. In view of its size, the Board will continue to ensure that all appointments are made on the basis of merit against the specification prepared for each appointment and the Board does not, therefore, consider it appropriate to set measurable objectives in relation to its diversity. At 30 November 2024, there was one female and two male Directors on the Board. One of the male Directors is Chairman of the Company and also chairs the Nomination and Management Engagement Committees; one of the male Directors chairs the Audit and Risk Committees; and the female Director chairs the Remuneration Committee. Other than the senior position of Chair, the Company has not appointed a Chief Executive Officer, Chief Financial Officer or Senior Independent Director and as there are no employees, there is nothing to report in respect of Executive Management. None of the Directors is from a minority ethnic background. On 1 January 2025, post the year end, Brian Phillips, a male Director, was appointed to the Board. In accordance with the FCA's Listing Rule 9.8.6R (9)(a), the table below reports on gender identity or sex and ethnic background within the Board as at 30 November 2024. | | Number of Board Members | % of the Board | Number of senior positions on the Board (CEO, CFO, SIO and Chair) | Number in Executive Management | % of Executive Management | | --- | --- | --- | --- | --- | --- | | Men | 2 | 66.7 | 1 | N/A | N/A | | Women | 1 | 33.3 | - | N/A | N/A | | White British or other White (including minority-white groups) | 3 | 100 | 1 | N/A | N/A | | Minority ethnic background | - | - | - | 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 Other than the position of Chair, there are no other senior positions on the Board. Therefore, as the position of Chair is held by a male member of the Board, 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. 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 to external agencies, including the Manager, certain services: the management of the investment portfolio; the custodial services (which include the safeguarding of assets); the registration services; and the day-to-day accounting and company secretarial requirements. Each of these contracts was entered into after full and proper consideration by the Board of the quality and cost of services offered. The Board receives and considers reports from the Manager and other external agencies on a regular basis. In addition, ad hoc reports and information are supplied to the Board as requested. --- Maven Income and Growth VCT 5 PLC # Corporate Governance, Stewardship and Proxy Voting The UK Stewardship Code 2020 sets high stewardship standards for those investing money on behalf of UK savers and pensioners, such as asset owners and asset managers (and those that support them). Stewardship is the responsible allocation, management and oversight of capital to create long-term value for clients and beneficiaries, leading to sustainable benefits for the economy, the environment and society. The Board is aware of its duty to act in the best interests of Shareholders and the Directors believe that the exercise of voting rights lies at the heart of regulation and the promotion of good corporate governance. The Board has delegated responsibility for monitoring the activities of the portfolio companies to the Manager and has given it discretionary powers to vote in respect of the holdings in the Company's investment portfolio. The Board supports Maven's approach to stewardship. 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 environment and ethical factors that may affect the performance or value of the Company's investments. Maven and the Directors believe that a company run in the long-term interests of its Shareholders should manage its relationships with its employees, suppliers and customers and behave responsibly towards the environment and society as a whole. The effectiveness of the policy in respect of investee companies is monitored on an ongoing basis. # Communication with Shareholders The Company places a great deal of importance on communication with its Shareholders, all of whom are welcome to attend and participate in the AGM. The Notice of Annual General Meeting sets out the business of the AGM and the Resolutions are explained more fully in the Explanatory Notes to the Notice of Annual General Meeting as well as in the Directors' Report and the Directors' Remuneration Report. Separate Resolutions are proposed for each substantive issue and Shareholders have the opportunity to put questions to the Board and to 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 attend the meeting and to vote in respect of the shares held for them. In general, a VCT has few major shareholders. The Annual Report is normally published 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. 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/migvct5 from where Annual and Interim Reports, London Stock Exchange announcements and other information can be viewed, printed or downloaded. Further information about the Manager can be obtained from: mavencp.com. # Accountability and Audit The Statement of Directors' Responsibilities in respect of the Financial Statements is on page 63 and the Statement of Going Concern and the Viability Statement are included in the Directors' Report on pages 46 and 47. The Independent Auditor's Report is on pages 68 to 74. Authorised for issue by the Board Maven Capital Partners UK LLP Secretary 12 March 2025 --- Maven Income and Growth VCT 5 PLC | 63 # STATEMENT OF DIRECTORS' RESPONSIBILITIES The Directors are responsible for preparing the Annual Report, the 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 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 Corporate Governance Statement that comply with applicable laws and regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's webpages, which are hosted on the Manager's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Directors are also responsible for ensuring that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company's position and performance, business model and strategy. ## Responsibility Statement of the Directors in respect of the Annual Report and Financial Statements The Directors confirm that, to the best of their knowledge: - the Financial Statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as at 30 November 2024 and for the year to that date; - the Directors' Report includes a fair review of the development and performance of the Company, together with a description of the principal risks and uncertainties that it faces; and - the Annual Report and Financial Statements taken as a whole is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company's position and performance, business model and strategy. Graham Miller Director 12 March 2025 --- Maven Income and Growth VCT 5 PLC # REPORT OF THE AUDIT AND RISK COMMITTEES The Audit Committee and the Risk Committee are both chaired by Gordon Humphries and comprise all independent Directors. ## Audit Committee The Board is satisfied that at least one member of the Committee has recent and relevant financial experience and that the Audit Committee as a whole has competence relevant to the sector in which the Company operates. The principal responsibilities of the Committee include: - the integrity of the Interim and Annual Reports and Financial Statements and reviewing any significant financial reporting judgements contained therein; - the review of the terms of appointment of the Auditor, together with its remuneration; - the review of the scope and results of the audit and the independence and objectivity of the Auditor; - the review of the Auditor's 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. ## Activities of the Audit Committee In the year under review, the Committee met seven times. At the January and July 2024 meetings, it considered the key risks detailed below and as detailed in the Business Report, alongside 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 Audit Quality Review teams during the period. The Committee, therefore, concluded that there were no significant issues which required to be reported to the Board. Also at its meeting in January 2024, and at an additional meeting held in February 2024, the Committee reviewed, for recommendation to the Board, the Audit Report from the Independent Auditor and the draft Annual Report and Financial Statements for the year ended 30 November 2023. The Committee concluded that it was satisfied with the performance of Johnston Carmichael LLP (Johnston Carmichael) and recommended its re-appointment. At its meetings in June and July 2024, the Committee reviewed the valuations of the investee companies and the Half Yearly Report and Financial Statements for the six months ended 31 May 2024. The Committee also held additional meetings in August, September and November 2024, to carry out a thorough review of the financial position and valuation of each investee company as at 31 August 2024 and 30 November 2024, with a particular focus on the valuations of the early stage unlisted investee companies. Subsequent to 30 November 2024, 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. Following that review, the Committee 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. It is recognised that the portfolio of investee companies forms a significant element of the Company's assets and that there are different risks associated with listed and unlisted investments. The primary risk that requires the particular attention of the Committee is that unlisted investments are not recognised and measured in line with the Company's stated accounting policy on the valuation of investments as set out in Note 1(e) to the Financial Statements on page 80. In accordance with that policy, unlisted investments are valued by the Manager in line with the IPEV Guidelines and are subject to scrutiny and approval by the Directors. Investments listed on a recognised stock exchange are valued at their closing bid price at the year end. --- Maven Income and Growth VCT 5 PLC | 65 The Audit Committee has considered the assumptions and judgements in relation to the valuation of each unquoted investment and is satisfied that they are appropriate. | Investment | % of net assets by value | Valuation basis | | --- | --- | --- | | AIM/AQSE quoted investments | 6.9 | Bid price^{1} | | Other liquidity investments, investment trusts, OEICs and MMFs | 17.6 | Bid price^{1} | | Unlisted investments | 62.6 | Directors’ valuation | | Total investment | 87.1 | | ¹ London Stock Exchange closing bid price. The Committee recommended the investment valuations, representing 87.1% of net assets as at 30 November 2024, to the Board for approval. ## Review of Effectiveness of Independent Auditor As part of its annual review of audit service, the Committee reviews the performance, effectiveness and general relationship with the Independent Auditor (the Auditor or Johnston Carmichael), including its independence and objectivity. 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 the Auditor has with the Manager. 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 appointed Johnston Carmichael as Auditor on 4 October 2022, following the completion of an audit tender process, and the Auditor’s Report is on pages 68 to 74. 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 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 appointment/re-appointment, and the Directors’ responsibility for the remuneration, of the Auditor at each AGM. Any non-audit work, other than interim reviews, requires the specific approval of the Audit Committee in each case. Non-audit work, where independence may be compromised or conflicts arise, is prohibited. There are no contractual obligations which restrict the Committee’s choice of auditor. The Committee concluded that Johnston Carmichael is independent of the Company and was satisfied with its performance and recommended that a Resolution for the re-appointment of Johnston Carmichael as Auditor should be put to the 2025 AGM. The Audit Committee’s performance evaluation is carried out by the Directors as part of the Board evaluation review. ## Risk Committee Under the recommendations of the AIFMD, the Company established a Risk Committee. The responsibilities of the Committee are: - to keep under review the adequacy and effectiveness of the Manager’s internal financial controls and internal control and risk management systems and procedures in the context of the Company’s overall risk management system; - to consider and approve the remit of the Manager’s internal control function and be satisfied that it has adequate resources and appropriate access to information to enable it to perform its role effectively and in accordance with the relevant professional standards; - to identify, measure, manage and monitor the risks to the Company as recommended by the AIFMD including, but not limited to, the investment portfolio, credit, counterparty, liquidity, market and operational risk; - to review and monitor all reports on the Company from the Manager’s internal control function, ensuring compliance with all VCT regulations; - to review the arrangements for, and effectiveness of, the monitoring of risk parameters; --- Maven Income and Growth VCT 5 PLC - to ensure appropriate, documented and regularly updated due diligence processes are implemented when appointing and reviewing service providers, including reviewing the main contracts entered into by the Company for such services; - to ensure that the risk profile of the Company corresponds to the size, portfolio structure and investment strategies and objectives of the Company; - to report to the Board on its conclusions and to make recommendations in respect of any matters within its remit including proposals for improvement in, or changes to, the systems, processes and procedures that are in place; - to review and approve the statements to be included in the Annual Report concerning risk management; - to review and monitor the Manager's responsiveness to the findings and recommendations of its internal control function; - to meet with representatives of the Manager's internal control function at least once each year, to discuss any issues arising; and - to allow direct access to representatives of the Manager's internal control function. The Committee reviews the Terms of Reference at least once each year. ## Activities of the Risk Committee The Committee met four times during the year under review. In addition to the Committee's ordinary activities in that period, the Committee carried out a full and comprehensive review of the Company's risk register. This included a reassessment of the principal and emerging risks facing the Company, with particular emphasis on economic risks, such as the ongoing impact of high inflation and interest rates, the ongoing geopolitical unrest and the impact of the failure to prevent an identified risk occurring, together with a review of the control measures used to address the identified risks. The Committee also took the opportunity to ensure that the risk register adequately addressed new legislative and regulatory changes. ## Internal Control and Risk Management The Directors have overall responsibility for the Company's system of internal control and risk management and procedures, and for reviewing its 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 Directors have confirmed that there is an ongoing process for identifying, evaluating and managing the principal and emerging risks faced by the Company, which has been in place up to the date of approval of this Annual Report. This process is reviewed regularly by the Board and accords with internal control guidance issued by the FRC. Through the Risk Committee, the Board reviews the effectiveness, at least bi-annually, of the system of internal control and, in particular, it has reviewed the process for identifying and evaluating the principal and emerging risks affecting the Company and the policies and procedures by which these risks are managed. The Directors have delegated the management of the Company's assets to the Manager and this embraces implementation of the system of internal control, including financial, operational and compliance controls and risk management. Internal control systems are monitored and supported by the compliance function of the Manager, which undertakes periodic examination of business processes, including compliance with the terms of the Management and Administration Deed, and ensures that recommendations to improve controls are implemented. Risks are identified through the Company's risk management framework by each function within the Manager's activities. Risk is considered in the context of the guidance issued by the FRC and includes financial, regulatory, market, operational and reputational risk. This helps the Manager's risk model identify those functions most appropriate for review. Any errors or weaknesses identified are reported to the Company and timetables are agreed for implementing improvements to systems. The implementation of any remedial action required is monitored and feedback provided to the Committee. The key components designed to provide effective internal control for the year under review and up to the date of this report are: - the Manager prepares forecasts and management accounts that allow the Board to assess the Company's activities and review its investment performance; - the Board and Manager have agreed clearly defined investment criteria, specified levels of authority and exposure limits. Reports on these 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; --- Maven Income and Growth VCT 5 PLC | 67 - the compliance function of the Manager reviews the Manager's operations, systems and controls on a regular basis; - written agreements are in place which specifically define the roles and responsibilities of the Manager and other third party service providers; - clearly documented contractual arrangements exist in respect of any activities that have been delegated to external professional organisations; - the Committee carries out a bi-annual assessment of internal controls by considering reports from the Manager, including oversight of Maven's whistleblowing policy, its internal control and compliance functions; and taking account of events since the relevant period end; and - the compliance function of the Manager reports bi-annually to the Risk Committee and has direct access to the Directors at any time. The internal control systems are intended to meet the Company's particular needs and the risks to which it is exposed. Accordingly, these systems are designed to manage, rather than eliminate, the risk of failure to achieve business goals and, by their nature, can provide reasonable, but not absolute, assurance against material misstatement or loss. ## 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 and a key issue that requires the particular attention of the Committee is that unlisted holdings are recognised and measured in line with the Company's stated accounting policy. Another risk is that the Company does not recognise income in line with its stated policy on revenue recognition and/or incorrectly allocates dividend income between capital and revenue. The maintenance of the 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 - how the risk was addressed The Company uses the services of an independent custodian (JPMorgan Chase Bank) to hold the quoted investment assets of the Company. An annual internal control report is received from the Custodian, which provides details of the Custodian's control environment. The investment portfolio is reconciled regularly by the Manager and the reconciliation is also reviewed by the Independent Auditor. The portfolio is reviewed and verified by the Manager on a regular basis and management accounts, including a full portfolio listing, are prepared quarterly and considered at the quarterly meetings of the Board. The portfolio is also audited annually by the Independent Auditor. The valuation of investments is undertaken in accordance with the Company's stated accounting policy, as set out in Note 1(e) to the Financial Statements on page 80. Unlisted investments are valued by the Manager and are subject to scrutiny and approval by the Directors. Investments listed on a recognised stock exchange are valued at their bid 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. ## Revenue recognition - how the risk was addressed The recognition of dividend income and loan stock interest is undertaken in accordance with the accounting policy as set out in Note 1(b) to the Financial Statements on page 79. 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 - how the risk was addressed Compliance with the VCT regulations is monitored continually by the Manager and is reviewed by the Risk 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. ## Gordon Humphries Director 12 March 2025 --- Maven Income and Growth VCT 5 PLC # INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MAVEN INCOME AND GROWTH VCT 5 PLC ## Opinion We have audited the Financial Statements of Maven Income and Growth VCT 5 PLC ("the Company"), for the year ended 30 November 2024, which comprise the Income Statement, the Statement of Changes in Equity, the Balance Sheet, the Cash Flow Statement and Notes to the Financial Statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion, the Financial Statements: - Give a true and fair view of the state of the Company's affairs as at 30 November 2024 and of its net return for the year then ended; - Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and - Have been prepared in accordance with the requirements of the Companies Act 2006. ## Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor responsibilities for the audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the Financial Statements in the UK, including the FRC's Ethical Standard, as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. ## Our approach to the audit We planned our audit by first obtaining an understanding of the Company and its environment, including its key activities delegated by the Board to relevant approved third-party service providers and the controls over provision of those services. We conducted our audit using information maintained and provided by Maven Capital Partners UK LLP (the "Investment Manager", the "Company Secretary", and the "Administrator"), JPMorgan Chase Bank (the "Custodian" for level 1 and level 2 investments), and The City Partnership (UK) Limited (the "Registrar") to whom the Company has delegated the provision of services. We tailored the scope of our audit to reflect our risk assessment, taking into account such factors as the business model and activities, the types of investments within the Company, the involvement of the Administrator, the accounting processes and controls, and the industry in which the Company operates. The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in the evaluation of the effect of misstatements, both individually and in aggregate on the Financial Statements as a whole. --- Maven Income and Growth VCT 5 PLC | 69 # Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters. We summarise below the key audit matters in arriving at our audit opinion above, together with how our audit addressed these matters and the results of our audit work in relation to these matters. | Key audit matter | How our audit addressed the key audit matter and our conclusions | | --- | --- | | Valuation and ownership of unlisted investments (as per page 67 (Report of the Audit and Risk Committees), pages 79 and 80 (Accounting Policies) and Note 8 to the Financial Statements on pages 84 and 85. The valuation of the level 3 unlisted investment portfolio at 30 November 2024 was £42.2m (2023: £43.9m). As this is the largest component in the Company's Balance Sheet, and there is a high degree of subjectivity in the valuation of unlisted investments, it has been designated as a key audit matter, being one of the most significant assessed risks of material misstatements due to fraud or error. The unlisted investments are valued in accordance with the revised International IPEV Guidelines. Significant judgement is required in applying these principles and determining certain inputs to the valuation models. Additionally, there is a risk that the investments recorded as held by the Company may not represent property of the Company (ownership). | We performed a walkthrough of the valuation process for unlisted investments to gain an understanding of the design of the processes and implementation of key controls. We obtained evidence that the Investment Manager's Valuation Committee review all valuations. We obtained evidence of the Board's challenge and approval of all valuations. As part of our risk assessment procedures, we stratified the unlisted investments portfolio and selected a sample of investments for detailed testing based on this risk-based stratification. For the investments in our samples, we: • Obtained an understanding of the sector for each investee company for the period being audited, making enquiries of management. • Gained an understanding of the original investment rationale and valuation basis, along with any milestones set. • Obtained an update on the investment, paying particular attention to progress against pre-set milestones and/or indications that a reduction in valuation may be appropriate. • Assessed the appropriateness of the valuation basis used, paying particular attention to any changes from the prior year valuation basis. • Agreed data used in the valuation models to independent sources. • Where deemed appropriate, engaged our specialist corporate finance team to review certain judgemental inputs to valuations, such as multiples and discounts. • Reperformed the enterprise value calculations and waterfalls to ensure mathematical accuracy. We performed back-testing over investment disposals (proceeds vs. most recent valuation) to assess for potential management bias in the valuation process. We ensured that accounting estimates and related disclosures were appropriately disclosed in the Financial Statements. We agreed the ownership of 100% of the investments sampled to share certificates and loan notes/agreements. We tested 100% of new investments above our clearly trivial threshold and agreed to share certificates and loan notes/agreements. We tested a sample of follow-on additions and disposals in the year and agree to SPAs. | --- Maven Income and Growth VCT 5 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. | £1.35m (2023: £1.27m) | | 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. | £0.88m (2023: £0.83m) | | Audit Committee reporting threshold We agreed with the Audit Committee that we would report to them all differences in excess of 5% of overall materiality in addition to other identified misstatements that warranted reporting on qualitative grounds, in our view. For example, an immaterial misstatement as a result of fraud. | £0.07m (2023: £0.06m) | | Specific Materiality We have also set a separate specific materiality for testing materiality in respect of related party transactions and Directors' remuneration and revenue recognition from income from investments. This is in recognition that there are transactions and balances of a lesser amount, which could influence the understanding obtained from the Annual Report. Specifically given the importance of the distinction between revenue and capital for the VCT, we will apply a separate testing threshold for the revenue in the Income Statement, which will be set at the higher of our clearly trivial threshold (CTT) (5% of overall materiality) and 5% of the Net Return on Ordinary Activities before Taxation. Based on the Net Return balance this is below the CTT and CTT will be used for the specific materiality. | £0.07m (2023: £0.06m) | During the course of the audit, we reassessed initial materiality and found no reason to alter the basis of calculation used at year end. # Conclusions relating to going concern In auditing the Financial Statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the Financial Statements is appropriate. Our evaluation of the Directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included: - Evaluating management's method of assessing going concern, including consideration of market conditions and macro-economic uncertainties; - Assessing and challenging the forecast cashflows and associated sensitivity modelling, used by the Directors in support of their going concern assessment; - Obtaining and recalculating management's assessment of the Company's ongoing maintenance of venture capital trust status; and - Assessing the adequacy of the Company's going concern disclosures included in the Annual Report. --- Maven Income and Growth VCT 5 PLC | 71 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. --- Maven Income and Growth VCT 5 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 46; - The Directors' explanation as to its assessment of the Company's prospects, the period this assessment covers and why the period is appropriate set out on pages 46 and 47; - The Directors' statement on fair, balanced and understandable set out on page 63; - 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 46; - The Board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 15; - The section of the Annual Report that describes the review of the effectiveness of risk management and internal control systems set out on pages 66 and 67; and - The section describing the work of the Audit Committee set out on pages 64 and 65. # Responsibilities of Directors As explained more fully in the Directors' Responsibilities Statement set out on page 63, the Directors are responsible for the preparation of the Financial Statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error. In preparing the Financial Statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. # Auditor responsibilities for the audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements. A further description of our responsibilities for the audit of the Financial Statements is located on the Financial Reporting Council's website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report. # Extent to which the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available. All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. --- Maven Income and Growth VCT 5 PLC | 73 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); - The Alternative Investment Fund Managers Regulations - The principles of the UK Corporate Governance Code applied by the AIC Code of Corporate Governance (the "AIC Code"); - Industry practice represented by the Statement of Recommended Practice: Financial Statements of Investment Trust Companies and Venture Capital Trusts ("the SORP") issued in July 2022; - The Company's qualification as a VCT under section 274 of the Corporation Tax Act 2007; and - UK Generally Accepted Accounting Practice. We gained an understanding of how the Company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of relevant correspondence with regulatory bodies and board meeting minutes. We assessed the susceptibility of the Financial Statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the Financial Statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to: - Valuation and ownership of level 3 investments - Management override of controls Audit procedures performed in response to the risks relating to valuation and ownership of level 3 investments are set out in the section on key audit matters above, and audit procedures performed in response to the risk of management override of controls are included below. In addition to the above, the following procedures were performed to provide reasonable assurance that the Financial Statements were free of material fraud or error: - Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud; - Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, recalculating the investment management fee, evaluating the business rationale of significant transactions outside the normal course of business and assessing judgements made by management in their calculation of accounting estimates for potential management bias; - Completion of appropriate checklists and use of our experience to assess the Company's compliance with the Companies Act 2006 and the Listing Rules; and - Agreement of the financial statement disclosures to supporting documentation. Our audit procedures were designed to respond to the risk of material misstatements in the Financial Statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed noncompliance with laws and regulations is from the events and transactions reflected in the Financial Statements, the less likely we would become aware of it. --- Maven Income and Growth VCT 5 PLC # Other matters which we are required to address Following the recommendation of the Audit Committee, we were appointed by the Board on 4 October 2022 to audit the Financial Statements for the year ended 30 November 2022 and subsequent financial years. The period of our total uninterrupted engagement is three years, covering the years ended 30 November 2022 to 30 November 2024. The non-audit services prohibited by the FRC's Ethical Standard were not provided to the Company and we remain independent of the Company in conducting our audit. Our audit opinion is consistent with the additional report to the Audit Committee. # Use of our report This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed. Bryan Shepka (Senior Statutory Auditor) For and on behalf of Johnston Carmichael LLP Statutory Auditor Glasgow, United Kingdom 12 March 2025 --- Maven Income and Growth VCT 5 PLC | 75 # INCOME STATEMENT FOR THE YEAR ENDED 30 NOVEMBER 2024 | | Notes | Year ended | | | Year ended | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | Revenue £'000 | 30 November 2024 Capital £'000 | Total £'000 | Revenue £'000 | 30 November 2023 Capital £'000 | Total £'000 | | Gain/(loss) on investments | 8 | - | 5,320 | 5,320 | - | (2,419) | (2,419) | | Income from investments | 2 | 974 | - | 974 | 736 | - | 736 | | Other income | 2 | 205 | - | 205 | 187 | - | 187 | | Investment management fees | 3 | (487) | (1,461) | (1,948) | (284) | (851) | (1,135) | | Other expenses | 4 | (414) | - | (414) | (460) | (4) | (464) | | Net return on ordinary activities before taxation | | 278 | 3,859 | 4,137 | 179 | (3,274) | (3,095) | | Tax on ordinary activities | 5 | - | - | - | - | - | - | | Return attributable to Equity Shareholders | | 278 | 3,859 | 4,137 | 179 | (3,274) | (3,095) | | Earnings per share (pence) | 7 | 0.13 | 1.87 | 2.00 | 0.09 | (1.71) | (1.62) | 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. --- Maven Income and Growth VCT 5 PLC # STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 NOVEMBER 2024 | Year ended 30 November 2024 | Notes | Non Distributable Reserves | | | | Distributable Reserves | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | 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 | | 19,539 | 20,068 | 825 | (874) | 8,800 | 16,757 | (1,555) | 63,560 | | Net return | | - | - | - | 222 | 5,098 | (1,461) | 278 | 4,137 | | Dividends paid | 6 | - | - | - | - | - | (4,009) | (311) | (4,320) | | Repurchase and cancellation of shares | 12 | (964) | - | 964 | - | - | (2,966) | - | (2,966) | | Net proceeds of share issue | 12 | 2,095 | 4,461 | - | - | - | - | - | 6,556 | | Net proceeds of DIS issue* | 12 | 137 | 285 | - | - | - | - | - | 422 | | At 30 November 2024 | | 20,807 | 24,814 | 1,789 | (652) | 13,898 | 8,321 | (1,588) | 67,389 | | Year ended 30 November 2023 | Notes | Non Distributable Reserves | | | | Distributable Reserves | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | Share capital £'000 | Share premium account £'000 | Capital redemption reserve £'000 | Capital reserve unrealised £'000 | Capital reserve realised £'000 | Special distributable reserve £'000 | Revenue reserve £'000 | Total £'000 | | At 30 November 2022 | | 17,638 | 15,063 | 691 | 404 | 9,941 | 20,448 | (1,734) | 62,451 | | Net return | | - | - | - | (1,278) | (1,141) | (855) | 179 | (3,095) | | Dividends paid | 6 | - | - | - | - | - | (2,400) | - | (2,400) | | Repurchase and cancellation of shares | 12 | (134) | - | 134 | - | - | (436) | - | (436) | | Net proceeds of share issue | 12 | 1,957 | 4,819 | - | - | - | - | - | 6,776 | | Net proceeds of DIS issue* | 12 | 78 | 186 | - | - | - | - | - | 264 | | At 30 November 2023 | | 19,539 | 20,068 | 825 | (874) | 8,800 | 16,757 | (1,555) | 63,560 | * DIS represents the Dividend Investment Scheme as detailed in the Chairman's Statement on page 11. The capital reserve unrealised is generally non-distributable other than the part of the reserve relating to gains/(losses) attributable to readily realisable quoted investments which are distributable. The capital reserve unrealised contains £6,633,000 (2023: £7,600,000) of losses in relation to level 1 and level 2 investments which could be converted to cash, and as such, could be deemed realised. Where all, or an element of the proceeds of sales have not been received in cash or cash equivalent (as noted on the Realisations table on pages 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. The split of unrealised gains/(losses) for the year is detailed within the portfolio valuation section of Note 8. The accompanying Notes are an integral part of the Financial Statements. --- Maven Income and Growth VCT 5 PLC | 77 # BALANCE SHEET AS AT 30 NOVEMBER 2024 | | Notes | 30 November 2024 £'000 | 30 November 2023 £'000 | | --- | --- | --- | --- | | Fixed assets | | | | | Investments at fair value through profit or loss | 8 | 58,704 | 59,736 | | Current assets | | | | | Debtors | 10 | 612 | 633 | | Cash | 16 | 9,234 | 3,492 | | | | 9,846 | 4,125 | | Creditors | | | | | Amounts falling due within one year | 11 | (1,161) | (301) | | Net current assets | | 8,685 | 3,824 | | Net assets | | 67,389 | 63,560 | | Capital and reserves | | | | | Called up share capital | 12 | 20,807 | 19,539 | | Share premium account | 13 | 24,814 | 20,068 | | Capital redemption reserve | 13 | 1,789 | 825 | | Capital reserve - unrealised | 13 | (652) | (874) | | Capital reserve - realised | 13 | 13,898 | 8,800 | | Special distributable reserve | 13 | 8,321 | 16,757 | | Revenue reserve | 13 | (1,588) | (1,555) | | Net assets attributable to Ordinary Shareholders | | 67,389 | 63,560 | | Net asset value per Ordinary Share (pence) | 14 | 32.39 | 32.53 | The Financial Statements of Maven Income and Growth VCT 5 PLC, registered number 04084875, were approved and authorised for issue by the Board of Directors and were signed on its behalf by: Graham Miller Director 12 March 2025 The accompanying Notes are an integral part of the Financial Statements. --- Maven Income and Growth VCT 5 PLC # CASH FLOW STATEMENT FOR THE YEAR ENDED 30 NOVEMBER 2024 | | Notes | Year ended 30 November 2024 £'000 | Year ended 30 November 2023 £'000 | | --- | --- | --- | --- | | Net cash flows from operating activities | 15 | (619) | (1,136) | | Cash flows from investing activities | | | | | Purchase of investments | | (11,205) | (24,207) | | Sale of investments | | 17,678 | 5,220 | | Net cash flows from investing activities | | 6,473 | (18,987) | | Cash flows from financing activities | | | | | Equity dividends paid | 6 | (4,320) | (2,400) | | Issue of Ordinary Shares | | 7,174 | 7,148 | | Repurchase of Ordinary Shares | | (2,966) | (436) | | Net cash flows from financing activities | | (112) | 4,312 | | Net increase/(decrease) in cash | | 5,742 | (15,811) | | Cash at beginning of year | | 3,492 | 19,303 | | Cash at end of year | | 9,234 | 3,492 | The accompanying Notes are an integral part of the Financial Statements. --- Maven Income and Growth VCT 5 PLC | 79 # NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 NOVEMBER 2024 ## 1. Accounting policies The Company is a public limited company, incorporated in England and Wales and its registered office is shown in the Corporate Summary. ### (a) Basis of preparation The Financial Statements have been prepared on a going concern basis, further details can be found in the Directors' Report on page 46. The Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of investments and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland, and in accordance with the Statement of Recommended Practice for Investment Trust Companies and Venture Capital Trusts (the SORP) issued by the AIC in 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 then it is recognised as income unless there is reasonable doubt as to its receipt. #### Redemption Premiums When a redemption premium is designed to protect the value of the instrument holder's investment rather than reflect a commercial rate of revenue return the redemption premium should be recognised as capital. The treatment of redemption premiums is analysed to consider if they are revenue or capital in nature on a company by company basis. A revenue redemption premium of £nil (2023: £nil) was received in the year ended 30 November 2024. #### Bank Interest Deposit Interest is recognised on an accruals basis using the rate of interest agreed with the bank. Income from unquoted loan stock and deposit interest is included on an effective interest rate basis. ### (c) Expenses All expenses are accounted for on an accruals basis and charged to the income statement. Expenses are charged through the revenue account except as follows: - expenses which 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 25% to revenue and 75% 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 deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the underlying timing differences can be deducted. Timing differences are differences arising between the Company's taxable profits and its results as stated in the Financial Statements which 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. --- Maven Income and Growth VCT 5 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 during the reporting period, fair value is determined using the price of recent investment, calibrating for any material change in the trading circumstances of the investee company. Other early stage companies are valued by applying a multiple to the investee's revenue to derive the enterprise value of each company. Where relevant, an investee may be valued on a discounted cashflow basis. 2. Whenever practical, recent investments will be valued by reference to a material arm's length transaction or a quoted price. 3. Mature companies are valued by applying a multiple to their maintainable earnings to determine the enterprise value of the company. To obtain a valuation of the total ordinary share capital held by management and the institutional investors, the value of third party debt, institutional loan stock, debentures and preference share capital is deducted from the enterprise value. The effect of any performance related mechanisms is taken into account when determining the value of the ordinary share capital. 4. All unlisted investments are valued individually by the portfolio management team of Maven. The resultant valuations are subject to detailed scrutiny and approval by the Directors of the Company. 5. In accordance with normal market practice, investments listed 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 16 and explained in Note 1 (e) above. In the opinion of the Board and the Manager, there are no critical accounting judgements. --- Maven Income and Growth VCT 5 PLC | 81 2. Income | | Year ended 30 November 2024 £'000 | Year ended 30 November 2023 £'000 | | --- | --- | --- | | Income from investments: | | | | UK franked investment income | 596 | 430 | | UK unfranked investment income | 378 | 306 | | | 974 | 736 | | Other income: | | | | Deposit interest | 205 | 187 | | Total income | 1,179 | 923 | 3. Investment management fees | | Year ended 30 November 2024 | | | Year ended 30 November 2023 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | Investment management fees | 293 | 881 | 1,174 | 284 | 851 | 1,135 | | Performance management fees | 194 | 580 | 774 | - | - | - | | | 487 | 1,461 | 1,948 | 284 | 851 | 1,135 | Details of the fee basis are contained in the Directors' Report on page 49. 4. Other expenses | | Year ended 30 November 2024 | | | Year ended 30 November 2023 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | Secretarial fees | 120 | - | 120 | 114 | - | 114 | | Directors' remuneration | 77 | - | 77 | 70 | - | 70 | | Fees to Auditor - audit of financial statements | 54 | - | 54 | 51 | - | 51 | | Miscellaneous expenses | 163 | - | 163 | 225 | 4 | 229 | | | 414 | - | 414 | 460 | 4 | 464 | Fees to Auditor in respect of the audit of the Financial Statements were £45,120 plus VAT (2023: £42,600 plus VAT). The ongoing charges ratio (OCR) for the year ended 30 November 2024 was 2.33% (2023: 2.44%), 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. The cap on the OCR is 3.00%. For the purposes of the cap the NAV at year end is used instead of the average annual NAV. For the year ended 30 November 2024 the overall OCR was 2.36% (2023: 2.68%). --- Maven Income and Growth VCT 5 PLC 5. Tax on ordinary activities | | Year ended 30 November 2024 | | | Year ended 30 November 2023 | | | | --- | --- | --- | --- | --- | --- | --- | | | 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 $25\%$ (2023: $25\%$ ). | | Year ended 30 November 2024 | | | Year ended 30 November 2023 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | | | | | | | | | Net return on ordinary activities before taxation | 278 | 3,859 | 4,137 | 179 | (3,274) | (3,095) | | Net return on ordinary activities before taxation multiplied by standard rate of corporation tax | 70 | 965 | 1,035 | 45 | (819) | (774) | | Non taxable UK dividend income | (149) | - | (149) | (108) | - | (108) | | (Gain)/loss on investments | - | (1,330) | (1,330) | - | 605 | 605 | | Increase in excess management expenses | 79 | 366 | 445 | 63 | 214 | 277 | | | - | - | - | - | - | - | Losses with a tax value of £3,838,746 (2023: £3,394,166) are available to carry forward against future trading profits. These have not been recognised as a deferred tax asset as recoverability is not sufficiently certain. --- Maven Income and Growth VCT 5 PLC | 83 6. Dividends | | Year ended 30 November 2024 £'000 | Year ended 30 November 2023 £'000 | | --- | --- | --- | | Amounts recognised as distributions to Shareholders in the year | | | | Revenue dividends | | | | Final revenue dividend for the year ended 30 November 2023 of 0.05p paid on 3 May 2024 (2022: nil) | 101 | - | | First interim revenue dividend for the year ended 30 November 2024 of 0.10p paid 6 September 2024 (2023: nil) | 210 | - | | | 311 | - | | Capital dividends | | | | Final capital dividend for the year ended 30 November 2023 of 1.05p paid on 3 May 2024 (2022: 0.50p) | 2,119 | 934 | | First interim capital dividend for the year ended 30 November 2024 of 0.90p paid 6 September 2024 (2023: 0.75p) | 1,890 | 1,466 | | | 4,009 | 2,400 | | | | | | Total dividends paid in year | 4,320 | 2,400 | | Proposed dividends in respect of year: | | | | Revenue dividends | | | | Final revenue dividend proposed for the year ended 30 November 2024 of nil (2023: 0.05p) | - | 100 | | | - | 100 | | Capital dividends | | | | Final capital dividend proposed for the year ended 30 November 2024 of 1.00p payable on 9 May 2025 (2023: 1.05p) | 2,219 | 2,090 | | | 2,219 | 2,090 | | | | | | Total proposed dividends in respect of year | 2,219 | 2,190 | --- Maven Income and Growth VCT 5 PLC 7. Return per Ordinary Share | | Year ended 30 November 2024 | Year ended 30 November 2023 | | --- | --- | --- | | The returns per share have been based on the following figures: | | | | Weighted average number of Ordinary Shares | 206,787,441 | 189,817,409 | | Revenue return | £278,000 | £179,000 | | Capital return | £3,859,000 | (£3,274,000) | | Total return | £4,137,000 | (£3,095,000) | 8. Investments | | Year ended 30 November 2024 | | | | | | --- | --- | --- | --- | --- | --- | | | Listed (quoted prices) £'000 | Main Market AIM/AQSE (quoted prices) £'000 | MMFs & OEICs (unquoted prices) £'000 | Unlisted (unobservable inputs) £'000 | Total £'000 | | Valuation at 30 November 2023 | 3,767 | 4,544 | 7,527 | 43,898 | 59,736 | | Unrealised loss/(gain) | 103 | 7,495 | 5 | (5,179) | 2,424 | | Cost at 30 November 2023 | 3,870 | 12,039 | 7,532 | 38,719 | 62,160 | | Movements during the year: | | | | | | | Transfers during the year | - | (190) | - | 190 | - | | Purchases | 834 | 222 | 5,503 | 4,646 | 11,205 | | Sales proceeds | - | (266) | (5,997) | (11,294) | (17,557) | | Realised (loss)/gain | - | (407) | (12) | 5,517 | 5,098 | | Element of gains on exits not received in cash and not readily convertible to cash* | - | - | - | 876 | 876 | | Cost at 30 November 2024 | 4,704 | 11,398 | 7,026 | 38,654 | 61,782 | | Unrealised gain/(loss) | 157 | 6,759 | (31) | 3,555 | (3,078) | | Valuation at 30 November 2024 | 4,861 | 4,639 | 6,995 | 42,209 | 58,704 | Note 1(f) defines the three-tier hierarchy of investments, and the significance of the information used to determine their fair value, which is required by Financial Reporting Standard 102 Section 11 "Basic Financial Instruments". Investment trusts and AIM securities are categorised as level 1, OEIC and MMF investments as level 2 and unlisted investments as level 3. FRS 102 requires disclosure, by class of financial instrument, if the effect of changing one or more inputs to reasonably possible alternative assumptions would result in a significant change to the fair value measurement (see Note 16 for sensitivity analysis). Sales proceeds and realised gain/(loss) also includes the accrual and or release of deferred proceeds received on sales transactions when proceeds are not all received upfront. During the year, C4X Discovery Holdings PLC and Crossword Cybersecurity PLC delisted from AIM, moving into unlisted investments. * Where all, or an element of the proceeds of sales have not been received in cash or cash equivalent (as noted on the Realisations table on pages 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. --- Maven Income and Growth VCT 5 PLC | 85 8. Investments (continued) | The Portfolio Valuation | 30 November 2024 | 30 November 2023 | | --- | --- | --- | | Investment trusts | 4,861 | 3,767 | | AIM/AQSE quoted equities | 4,639 | 4,544 | | Total level 1 investments | 9,500 | 8,311 | | MMFs | 5,000 | 5,500 | | OEICs | 1,995 | 2,027 | | Total level 2 investments | 6,995 | 7,527 | | Unquoted unobservable equities | 36,417 | 37,095 | | Unquoted unobservable fixed income | 5,792 | 6,803 | | Total level 3 investments | 42,209 | 43,898 | | Total investments | 58,704 | 59,736 | | Realised gain/(loss) on historical basis | 5,098 | (1,141) | | Element of gains on exits not received in cash and not readily convertible to cash* | 876 | - | | Net decrease in value of investments | (654) | (1,278) | | Gain/(loss) on investments | 5,320 | (2,419) | * Where all, or an element of the proceeds of sales have not been received in cash or cash equivalent (as noted in 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. --- Maven Income and Growth VCT 5 PLC # 9. Participating interests At 30 November 2024, the Company held shares amounting to $20\%$ or more of the relevant class of equity capital for the following undertakings. | Investment | % of class held | % of equity held | Total cost £'000 | Carrying value £'000 | Latest accounts period end | Aggregate capital & reserves £'000 | Profit/(loss) after tax for year £'000 | | --- | --- | --- | --- | --- | --- | --- | --- | | 2degrees Limited (trading as Manufacture 2030) | | | | | | | | | 466,667 A1 ordinary shares | 20.0 | 5.9 | 467 | 527 | 31/12/23 | (104) | (4,160) | | Adverttu Limited (trading as Drovo) | | | | | | | | | 607,321 C ordinary shares | 24.9 | 2.2 | 249 | - | 31/08/23 | 837 | (192) | | Alderley Lighthouse Labs Limited | | | | | | | | | 3,932 B1 ordinary shares | 24.9 | 6.7 | 249 | 249 | 31/05/24 | 1,251 | (920) | | AMufacture Limited | | | | | | | | | 78,854 B ordinary shares | 23.8 | 4.8 | 26 | 26 | 31/12/23 | 455 | (35) | | Atterley.com Holdings Limited (in liquidation) | | | | | | | | | 235,013 C ordinary shares | 24.1 | 7.6 | 613 | - | 31/12/22 | (1,723) | (6,905) | | Automated Analytics Limited (formerly E Sales Hub) | | | | | | | | | 24,900 C2 ordinary shares | 50.0 | 2.2 | 150 | 262 | 30/06/23 | 1,315 | 310 | | Connected Data Company Limited | | | | | | | | | 8,280 E ordinary shares | 24.9 | 3.9 | 423 | 423 | 31/03/24 | 283 | (345) | | CYSIAM Limited | | | | | | | | | 72,862 B1 ordinary shares | 26.7 | 6.0 | 373 | 1,145 | 30/11/23 | 1,412 | (37) | | Enpal Limited (trading as Guru Systems) | | | | | | | | | 65,050 C ordinary shares | 34.8 | 7.6 | 697 | 697 | 31/12/23 | 1,768 | (124) | | Horizon Ceremonies Limited (trading as Horizon Cremation) | | | | | | | | | 544,200 B2 ordinary shares | 60.0 | 5.8 | 5 | 5 | 31/12/23 | (726) | (961) | | Horizon Technologies Consultants Limited | | | | | | | | | 33,114 B ordinary shares | 31.8 | 5.5 | 796 | 828 | 31/12/23 | 1,900 | (21) | | Hublsoft Group Limited | | | | | | | | | 5,408 A2 ordinary shares | 23.0 | 5.5 | 675 | 844 | 31/12/23 | 6,389 | (93) | --- Maven Income and Growth VCT 5 PLC | 87 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 | | --- | --- | --- | --- | --- | --- | --- | --- | | iAM Compliant Limited | | | | | | | | | 7,340 C ordinary shares | 34.6 | 6.3 | 442 | 759 | 31/12/23 | 2,463 | (254) | | 62,755 D ordinary shares | 32.9 | | 47 | 47 | | | | | Liftango Group Limited | | | | | | | | | 81,924 B ordinary shares | 24.3 | 8.2 | 547 | 547 | 31/12/23 | 15,993 | (250) | | McKenzie Intelligence Services Limited (MIS) | | | | | | | | | 289,907 A ordinary shares | 24.9 | 1.6 | 159 | 403 | 31/03/24 | 1,468 | (15) | | Metrion Biosciences Limited | | | | | | | | | 5,331 B ordinary shares | 22.8 | 4.4 | 57 | 57 | 31/12/23 | 5,678 | (717) | | 50,505 B preferred ordinary shares | 24.0 | | 540 | 540 | | | | | mypura.com Group Limited (trading as Pura) | | | | | | | | | 3,428 C2 ordinary shares | 27.8 | 2.2 | 448 | 862 | 31/07/23 | 7,398 | (2) | | Novatus Global Limited | | | | | | | | | 177,084 Series A - 2a shares | 28.8 | 1.2 | 185 | 867 | 31/03/24 | 2,227 | (666) | | 18,665 Series A - 2b shares | 27.3 | | 20 | 91 | | | | | Precursive Limited | | | | | | | | | 327,587 D1 ordinary shares | 27.6 | 6.8 | 1,000 | 1,000 | 31/01/24 | 569 | (771) | | Reed Thermoformed Packaging Limited (trading as iPac) | | | | | | | | | 378,692 D1 ordinary shares | 20.5 | 2.5 | 61 | 174 | 31/12/23 | 1,498 | 286 | | Rico Developments Limited (trading as Adimo) | | | | | | | | | 241,666 B ordinary shares | 28.2 | 3.4 | 435 | 217 | 31/12/23 | (1,088) | (607) | | RiskSmart Limited | | | | | | | | | 35,834 preferred A1 ordinary shares | 28.0 | 3.3 | 252 | 252 | 31/12/23 | 498 | (461) | | 3,783 preferred A2 ordinary shares | 26.6 | | 27 | 27 | | | | | Sensoteq Limited | | | | | | | | | 29,571 B ordinary shares | 21.6 | 5.6 | 540 | 540 | 31/03/24 | 1,628 | (1,160) | | 3,121 B2 ordinary shares | 22.8 | | 57 | 57 | | | | | Traceall Global Limited | | | | | | | | | 110,320 B ordinary shares | 39.5 | 5.9 | 197 | - | 31/12/23 | 51 | (4) | --- Maven Income and Growth VCT 5 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 | | --- | --- | --- | --- | --- | --- | --- | --- | | Turnkey Group (UK) | | | | | | | | | Holdings Ltd* | | | | | | | | | 240,182 B1 ordinary shares | 33.2 | 15.6 | 249 | - | - | - | - | | 962,334 B2 ordinary shares | 42.7 | | 748 | - | | | | | Whiterock Group Limited | | | | | | | | | 2,387,864 B ordinary shares | 40.0 | 9.3 | 120 | 120 | 31/12/23 | 991 | (273) | | 378,078 B2 ordinary shares | 38.0 | | 19 | 19 | | | | | Zinc Digital Business Solutions Limited | | | | | | | | | 70,891 2022 B1 ordinary shares | 24.0 | 9.0 | 348 | 522 | 31/08/24 | 4,365 | (918) | | 116,517 2023 B1 ordinary shares | 39.8 | | 279 | 418 | | | | Details of equity percentages held are shown in the Investment Portfolio Summary on pages 41 to 45. *The company has not published accounts and is in liquidation. 10. Debtors | | 30 November 2024 £'000 | 30 November 2023 £'000 | | --- | --- | --- | | Prepayments and accrued income | 462 | 394 | | Other debtors | 104 | 225 | | Sundry debtors | 46 | 14 | | | 612 | 633 | 11. Creditors | | 30 November 2024 £'000 | 30 November 2023 £'000 | | --- | --- | --- | | Trade creditors | - | 15 | | Accruals | 1,161 | 286 | | | 1,161 | 301 | --- Maven Income and Growth VCT 5 PLC | 89 12. Share capital | | 30 November 2024 | | 30 November 2023 | | | --- | --- | --- | --- | --- | | | Number | £'000 | Number | £'000 | | At 30 November the authorised share capital comprised: | | | | | | Allotted, issued and fully paid | | | | | | Ordinary Shares of 10p each: | | | | | | Balance brought forward | 195,399,711 | 19,539 | 176,391,734 | 17,638 | | Ordinary Shares repurchased during the year | (9,648,309) | (964) | (1,337,000) | (134) | | Ordinary Shares issued during the year | 22,323,248 | 2,232 | 20,344,977 | 2,035 | | Balance carried forward | 208,074,650 | 20,807 | 195,399,711 | 19,539 | During the year, 9,648,309 Ordinary Shares (2023: 1,337,000) of 10p each, were repurchased by the Company at a total cost of £2,966,609 (2023: £435,595) and cancelled. Subsequent to the year end, the Company bought back 4,391,090 shares for cancellation at a cost of £1,350,260. During the year, the Company issued 20,952,841 Ordinary Shares (2023: 19,567,362) pursuant to an Offer for Subscription at subscription prices ranging from 31.52p to 33.89p per share (2023: 35.25p to 36.88p). The total share issue proceeds, net of fees, were £6,556,695 (2023: £6,775,944) of which £2,095,284 related to share capital (2023: £1,956,736) and £4,461,411 share premium (2023: £4,819,208). With respect to the 2023/24 tax year, an allotment of 3,680,581 new Ordinary Shares completed on 19 December 2023, with a further allotment of 5,416,033 new Ordinary Shares on 8 February 2024 and 2,862,753 new Ordinary Shares on 27 March 2024 and a final allotment of 7,209,045 new Ordinary Shares on 5 April 2024. An allotment of 1,784,429 new Ordinary Shares for the 2024/25 tax year took place on 1 May 2024. Also during the year, the Company issued 1,370,407 Ordinary Shares (2023: 777,615) under a DIS election at prices ranging between 31.52p and 32.87p per share (2023: 33.43p and 34.95p). The total DIS issue proceeds were £421,934 (2023: £264,395) of which £137,041 (2023: £77,762) related to share capital and £284,893 (2023: £186,633) share premium. Subsequent to the year end, the Company issued 18,249,956 Ordinary Shares pursuant to an Offer for Subscription at Subscription Prices ranging from 32.39p to 33.25p per share. --- Maven Income and Growth VCT 5 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 share issue costs, including £247,609 trail commission (2023: £107,964). 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. --- Maven Income and Growth VCT 5 PLC | 91 # 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 of Association, were as follows: | | 30 November 2024 | | 30 November 2023 | | | --- | --- | --- | --- | --- | | | Net asset value per share p | Net asset value attributable £'000 | Net asset value per share p | Net asset value attributable £'000 | | Ordinary Shares | 32.39 | 67,389 | 32.53 | 63,560 | The number of Ordinary Shares used in this calculation is set out in Note 12. # 15. Reconciliation of net return to cash utilised by operations | | Year ended 30 November 2024 £'000 | Year ended 30 November 2023 £'000 | | --- | --- | --- | | Net return | 4,137 | (3,095) | | Adjustment for: | | | | (Gain)/loss on investments | (5,320) | 2,419 | | Operating cash flow before movement in working capital | (1,183) | (676) | | Decrease in prepayments | - | 9 | | Increase/(decrease) in accruals | 679 | (366) | | Increase in debtors | (100) | (118) | | (Decrease)/increase in creditors | (15) | 15 | | Cash utilised by operations | (619) | (1,136) | --- Maven Income and Growth VCT 5 PLC # 16. Financial instruments The Company's financial instruments comprise equity and fixed interest investments, cash balances and debtors and creditors that arise directly from its operations, for example, in respect of sales and purchases awaiting settlement, and debtors for accrued income. The Company holds financial assets in accordance with its investment policy of investing mainly in a portfolio of VCT qualifying unquoted and AIM 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 year. The numerical disclosures below exclude short term debtors and creditors which are included in the Balance Sheet at fair value. ## Capital Management The Company's capital management objectives are to support the Company's investment objective and to ensure that the Company will be able to continue as a going concern. The capital of the Company is its share capital and reserves as set out in Notes 12 and 13. The Company has the authority to buy back its own shares and activity during the year is detailed in Note 12. The Company does not have any externally imposed capital requirements. ### (i) Market price risk The Company's investment portfolio is exposed to market price fluctuations, which are monitored by the Manager in pursuance of the investment objective as set out on page 15. Adherence to investment guidelines and to investment and borrowing powers set out in the Management Agreement 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. --- Maven Income and Growth VCT 5 PLC | 93 # 16. Financial instruments (continued) ## (ii) Interest rate risk (continued) The interest rate risk profile of financial assets at the balance sheet date was as follows: | At 30 November 2024 | Fixed interest £'000 | Floating rate £'000 | Non-interest bearing £'000 | | --- | --- | --- | --- | | Sterling: | | | | | Main Market, AIM and AQSE | - | - | 4,639 | | Investment trusts | - | - | 4,861 | | MMFs | - | 5,000 | - | | OEICs | - | 1,995 | - | | Unlisted | 5,792 | - | 36,417 | | Cash | - | 9,234 | - | | | 5,792 | 16,229 | 45,917 | | At 30 November 2023 | Fixed interest £'000 | Floating rate £'000 | Non-interest bearing £'000 | | --- | --- | --- | --- | | Sterling: | | | | | Main Market, AIM and AQSE | - | - | 4,544 | | Investment trusts | - | - | 3,767 | | MMFs | - | 5,500 | - | | OEICs | - | 2,027 | - | | Unlisted | 6,803 | - | 37,095 | | Cash | - | 2,736 | 756 | | | 6,803 | 10,263 | 46,162 | The unlisted fixed interest assets have a weighted average life of 1.74 years (2023: 1.77 years) and a weighted average interest rate of 9.49% (2023: 9.82%). The non-interest bearing assets represent the equity element of the portfolio. All assets and liabilities of the Company are included in the Balance Sheet at fair value. The floating rate investments comprise cash held on interest bearing deposit accounts, MMFs and OEICs. These assets are earning interest at prevailing money market rates. The benchmark rate which determines the rate of interest receivable on cash is the bank base rate which was 4.75% at 30 November 2024 (2023: 5.25%) while the MMFs and OEICs benchmark is determined by 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 £162,290 (2023: £102,630). 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. --- Maven Income and Growth VCT 5 PLC # 16. Financial instruments (continued) # Maturity profile The maturity profile of the Company's fixed interest financial assets at the balance sheet date was as follows: | At 30 November 2024 | Within 1 year £'000 | Within 1-2 years £'000 | Within 2-3 years £'000 | Within 3-4 years £'000 | Within 4-5 years £'000 | Total £'000 | | --- | --- | --- | --- | --- | --- | --- | | Unlisted | 3,330 | - | 344 | 1,545 | 573 | 5,792 | | | 3,330 | - | 344 | 1,545 | 573 | 5,792 | | At 30 November 2023 | Within 1 year £'000 | Within 1-2 years £'000 | Within 2-3 years £'000 | Within 3-4 years £'000 | Within 4-5 years £'000 | Total £'000 | | --- | --- | --- | --- | --- | --- | --- | | Unlisted | 4,321 | - | - | 428 | 2,054 | 6,803 | | | 4,321 | - | - | 428 | 2,054 | 6,803 | # (iii) Liquidity risk Due to their nature, unlisted investments may not be readily realisable and, therefore, a portfolio of listed assets, MMFs, OEICs, and cash is held to offset this liquidity risk. Note 1(f) details the three-tier hierarchy of inputs used as at 30 November 2024 in valuing the Company's investments carried at fair value. Cash balances are divested amongst four reputable banks with high quality external credit ratings to maximise interest yields on undeployed funds. # (iv) Credit risk This is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Company's financial assets exposed to direct credit risk amounted to the following: | | 30 November 2024 £'000 | 30 November 2023 £'000 | | --- | --- | --- | | Investments in unlisted debt securities | 5,792 | 6,803 | | Cash | 9,234 | 3,492 | | | 15,026 | 10,295 | --- Maven Income and Growth VCT 5 PLC | 95 # 16. Financial instruments (continued) All assets that are traded on a recognised exchange, including AIM quoted securities and investment trusts, are held by JPMorgan Chase, the Company's Custodian, along with OEICs and certain MMF investments. Some MMF investments are made directly. Cash balances are held by Barclays Bank, Virgin Money, JP Morgan Chase, and Coutts. Should the credit quality or the financial position of any of these institutions deteriorate significantly, the Manager will move these assets to another financial institution. The Manager evaluates credit risk on unlisted debt securities and financial commitments and guarantees prior to investment, and as part of the ongoing monitoring of investments. In doing this, it takes into account the extent and quality of any security held. Typically, unlisted debt securities have a fixed charge over the assets of the investee company in order to mitigate the gross credit risk. The Manager receives management accounts from investee companies, and members of the investment management team sit on the boards of investee companies; this enables the close identification, monitoring and management of investment specific credit risk. The company has indirect exposure to credit risks from the underlying securities held by the MMFs and OEICs. These instruments are held purely for liquidity purposes and the Manager ensures that credit risk is mitigated through diversifying the portfolio to minimise the risk of default of any one issuer. There were no significant concentrations of credit risk to counterparties at 30 November 2024 or 30 November 2023. # (v) Price risk sensitivity The following details the Company's sensitivity to a 10% increase or decrease in the market prices of AIM/AQSE quoted securities, with 10% being the Manager's assessment of a reasonable possible change in market prices. At 30 November 2024, if market prices of AIM/AQSE quoted securities had been 10% higher or lower and with all other variables held constant, the increase or decrease in net assets attributable to Ordinary Shareholders for the year would have been £463,900 (2023: £454,400) due to the change on valuation of financial assets at fair value through profit or loss. At 30 November 2024, if market prices of investment trusts had been 10% higher or lower and with all other variables held constant, the increase or decrease in net assets attributable to Ordinary Shareholders for the year would have been £486,100 (2023: £376,700) due to the change on valuation of financial assets at fair value through profit or loss. At 30 November 2024, if prices of unlisted securities had been 10% higher or lower with all other variables held constant, the increase or decrease in net assets attributable to Ordinary Shareholders for the year would have been £4,220,900 (2023: £4,389,800) due to the change on valuation of financial assets at fair value through profit or loss. At 30 November 2024, 62.6% (2023: 69.1%) of the Company's net assets comprised investments in unlisted securities held at fair value. The valuation of unlisted securities reflect a number of factors, including the performance of the investee company itself and the wider market factors such as the cost of living crisis, disruptions to the global supply chain and implications following the UK's exit from the EU. # 17. Related Party Transactions The Company has employed Maven Capital Partners UK LLP (Maven) throughout the period as Investment Manager. The Company has been charged £1,174,020 by Maven as a management fee in the year to 30 November 2024 (2023: £1,135,021). The management fee is payable quarterly and is based on 2.5% of net assets at quarterly intervals. The Company has also been charged £773,815 by Maven as a performance fee in the year to 30 November 2024 (2023: nil). The Company has employed Maven throughout the period as Company Secretary. The Company has been charged £120,045 by Maven as a secretarial fee in the year to 30 November 2024 (2023: £113,999). The secretarial fee is payable quarterly, based the previous year fee and reflecting an uplift for RPI. # 18. Post Balance Sheet Event Following a period of disappointing trading and despite attempts by the Manager to pursue an orderly sales process, in February 2025, Real World Health was placed into administration. --- Maven Income and Growth VCT 5 PLC # NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of Maven Income and Growth VCT 5 PLC (the Company: Registered in England and Wales with registered number 04084875) will be held at 11.30am on Tuesday, 29 April 2025 at the offices of Maven Capital Partners UK LLP, 6th Floor, Saddlers House, 44 Gutter Lane, London EC2V 6BR, for the purposes of considering and, if thought fit, passing the following Resolutions: ## Ordinary Resolutions 1. To receive the Directors' Report and audited Financial Statements for the year ended 30 November 2024. 2. To approve the Directors' Remuneration Report for the year ended 30 November 2024. 3. To approve a final dividend in respect of the year ended 30 November 2024 of 1.00p per Ordinary Share of 10p each in the capital of the Company (Ordinary Shares) for payment on 9 May 2025 to Shareholders on the register at the close of business on 28 March 2025. 4. To re-elect Graham Miller as a Director. 5. To re-elect Jane Stewart as a Director. 6. To elect Brian Phillips as a Director. 7. To re-appoint Johnston Carmichael LLP as Auditor. 8. To authorise the Directors to fix the remuneration of the Auditor. 9. That the Directors be and are hereby generally and unconditionally authorised under Section 551 of the Companies Act 2006 (the Act) to exercise all the powers of the Company to allot Ordinary Shares, or grant rights to subscribe for or convert any security into Ordinary Shares, up to an aggregate nominal amount of £2,219,335 (equivalent to 22,193,350 Ordinary Shares or 10% of the total issued share capital as at 11 March 2025) provided that this authority shall expire at the conclusion of the next AGM of the Company or on the expiry of 15 months from the passing of this Resolution, whichever is the first to occur, 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. --- Maven Income and Growth VCT 5 PLC | 97 # Special Resolutions 10. That, subject to the passing of Resolution 9, the Directors be and hereby are 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 9 for cash as if Section 561(1) of the Act did not apply to the allotment, provided that this power shall be limited to the 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; b) (other than under paragraph (a) above) of equity securities up to an aggregate nominal amount not exceeding £2,219,335 (equivalent to 22,193,350 Ordinary Shares or 10% of the total issued share capital as at 11 March 2025); and c) in each case where the proceeds may be used in whole or in part to purchase existing Ordinary Shares and shall expire at the conclusion of the next AGM of the Company or on the expiry of 15 months from the passing of this Resolution, whichever is the first to occur, save 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. 11. That, the Company be and hereby is 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 Ordinary Shares, provided always that: a) the maximum number of Ordinary Shares hereby authorised to be purchased is 33,267,834 (being 14.99% of the total issued share capital as at 11 March 2025); b) the minimum price, exclusive of expenses, that may be paid for an Ordinary Share shall be 10p per share; c) the maximum price exclusive of expenses, that may be paid for an Ordinary Share shall be not more than an amount equal to the higher of: (i) 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. 12. 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 12 March 2025 --- Maven Income and Growth VCT 5 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 25 April 2025 (or, if the Meeting is adjourned, by close of business on the date which is two business days before the adjourned Meeting) shall be entitled to attend and vote at the Meeting. Changes to the register of members of the Company after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting. ## Website giving information regarding the Meeting 2) Information regarding the Meeting, including the information required by Section 311A of the Companies Act 2006, is available from: mavencp.com/migvct5. ## Attending in person 3) If you wish to attend the Meeting in person, please bring a 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 which is put before the Meeting. ## Appointment of proxy using hard copy proxy form 9) A proxy form is enclosed with this document. The notes to the proxy form explain how to direct your proxy to vote or withhold their vote on each Resolution. To appoint a proxy using the proxy form, the form must be completed, signed and sent or delivered to the Company's registrars, The City Partnership (UK) Limited, The Mending Rooms, Park Valley Mills, Meltham Road, Huddersfield HD4 7BH so as to be received by City Partnership no later than 11.30am on 25 April 2025 or by close of business on a date two business days prior to that appointed for any adjourned Meeting or, in the case of a poll taken subsequent to the date of the Meeting or adjourned Meeting, so as to be received no later than 24 hours before the time appointed for taking the poll. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form. For the purposes of determining the time for delivery of proxies, no account has been taken of any part of a day that is not a working day. --- Maven Income and Growth VCT 5 PLC | 99 ## Appointment of a proxy online 10) You may submit your proxy electronically using the Registrar's Proxy Voting App at: maven5-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 proxy form to vote or appoint a proxy by post to vote for you. Shareholders will need to use their City Investor Number (CIN) and Access Code, which are shown on the enclosed proxy form. Shareholders should not show this information to anyone unless they wish to give proxy instructions on their behalf. ## Appointment of proxies through CREST 11) CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available from: https://www.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 (The City Partnership (UK) Limited ID: 8RA57) by 11.30am on 25 April 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. ## Appointment of proxy by joint members 12) In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding, the first-named being the most senior. ## Changing proxy instructions 13) To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off times for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. Where you have appointed a proxy using the hard copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact the Registrars, City Partnership, at the address shown in note 9. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. ## Termination of proxy appointments 14) In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to City Partnership, at the address shown in note 9. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed, or a duly certified copy of such power or authority, must be included with the revocation notice. The revocation notice must be received by City Partnership no later than 48 hours before the Meeting. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid. Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated. --- Maven Income and Growth VCT 5 PLC ## Corporate representatives 15) A corporation which 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 11 March 2025, the Company's issued share capital comprised 221,933,516 Ordinary Shares of 10p each. Each Ordinary Share carries the right to one vote at the Annual General Meeting of the Company and, therefore, the total number of voting rights in the Company on 11 March 2025 is 221,933,516. The website referred to in note 2 will include information on the number of shares and voting rights. ## Questions at the meeting 17) Under Section 319A of the Act, the Company must answer any question you ask relating to the business being dealt with at the Meeting unless: - answering the question would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information; - the answer has already been given on a website in the form of an answer to a question; or - it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered. ## Website publication of audit concerns 18) Pursuant to Chapter 5 of Part 16 of the Act (Sections 527 to 531), where requested by a member or members meeting the qualification criteria set out at note 19 below, the Company must publish on its website, a statement setting out any matter that such members propose to raise at the Meeting relating to the audit of the Company's accounts (including the Auditor's Report and the conduct of the audit) that are to be laid before the Meeting. The request: - may be in hard copy form or in electronic form (see note 20 below); - must either set out the statement in full or, if supporting a statement sent by another member, clearly identify the statement which is being supported; - must be authenticated by the person or persons making it (see note 20 below); and - must be received by the Company at least one week before the Meeting. Where the Company is required to publish such a statement on its website: - it may not require the members making the request to pay any expenses incurred by the Company in complying with the request; - it must forward the statement to the Company's Auditor no later than the time the statement is made available on the Company's website; and - the statement may be dealt with as part of the business of the Meeting. ## Members' qualification criteria 19) In order to be able to exercise the members' rights under 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 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 5 PLC, c/o Maven Capital Partners UK LLP, 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. --- Maven Income and Growth VCT 5 PLC | 101 ## 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 Association of the Company will be available for inspection at the registered office of the Company and at the offices of Maven Capital Partners UK LLP, 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 04084875 --- Maven Income and Growth VCT 5 PLC # 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 9 will be proposed as Ordinary Resolutions requiring the approval of more than 50% of the votes cast and Resolutions 10 to 12 will be proposed as Special Resolutions requiring the approval of 75% or more of the votes cast. ## Resolution 1 – Annual Report and Financial Statements The Directors seek approval to receive the Directors' Report and audited Financial Statements for the year ended 30 November 2024, which are included within the Annual Report. ## Resolution 2 – Directors' Remuneration Report The Board seeks the approval of the Directors' Remuneration Report for the year ended 30 November 2024, which is also included within the Annual Report. ## Resolution 3 – Final Dividend The Company's Shareholders will be asked to approve a final dividend of 1.00p per Ordinary Share for the year ended 30 November 2024 for payment on 9 May 2025 to Shareholders on the register as at close of business on 28 March 2025. ## Resolution 4 – Re-election of a Director As the Board has resolved that each Director should stand for re-election on an annual basis, Graham Miller will retire at the AGM and, being eligible, is offering himself for re-election. ## Resolution 5 – Re-election of a Director As the Board has resolved that each Director should stand for re-election on an annual basis, Jane Stewart will retire at the AGM and, being eligible, is offering herself for re-election. ## Resolution 6 – Election of a Director As Brian Phillips was appointed as a Director post the year end, in accordance with the Company's Articles, he will stand for election at the AGM. ## Resolution 7 – Re-appointment of Auditor Shareholders will be asked to approve the re-appointment of Johnston Carmichael LLP as the Company's Auditor, Johnston Carmichael LLP having expressed its willingness to act. --- Maven Income and Growth VCT 5 PLC | 103 # Resolution 8 – Remuneration of Auditor Shareholders will be asked to give the Directors authority to fix the remuneration of Johnston Carmichael LLP. # Resolution 9 – Authority to Allot Shares The Directors are seeking authority pursuant to Section 551 of the Act for the Company to allot Ordinary Shares or rights to subscribe for Ordinary Shares up to an aggregate nominal value of £2,219,335. This amounts to 22,193,350 Ordinary Shares representing approximately 10% of the issued share capital as at 11 March 2025 (this being the latest practicable date prior to the publication of this Annual Report). This authority will be used for the purposes set out in Resolution 9. The authority conferred by Resolution 9 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 10 – Waiver of Statutory Pre-emption Rights Shareholders will be asked to grant authority to the Directors to allot Ordinary Shares: (i) on a pre-emptive basis to existing Shareholders as far as possible, subject to excluding circumstances where it is impractical to apply the strict pro-rating; and (ii) otherwise allot Ordinary Shares or rights to subscribe for Ordinary Shares up to an aggregate nominal value of £2,219,335 (being 22,193,350 Ordinary Shares representing approximately 10% of the issued share capital as at 11 March 2025, this being the latest practicable date prior to the publication of this Annual Report) as if the pre-emption rights of Section 561 of the Act did not apply, in each case where the proceeds may be used in whole or in part to purchase existing Ordinary Shares. The authority conferred by Resolution 10 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 9 and 10 to allot further Ordinary Shares or rights to subscribe for them. # Resolution 11 – Purchase of Own Shares Shareholders will be asked to authorise the Company to make market purchases of up to 33,267,834 Ordinary Shares (representing approximately 14.99% of the issued share capital as at 11 March 2025, this being the latest practicable date prior to the publication of this Annual Report). The Resolution sets out the minimum and maximum prices that can be paid, exclusive of expenses, and Ordinary Shares bought back may be cancelled or held in treasury as may be determined by the Board. The authority conferred by Resolution 11 will expire at the conclusion of the next AGM of the Company or on the expiry of 15 months from the passing of the Resolution, whichever is the first to occur. Once held in treasury, such Ordinary Shares may be sold for cash or cancelled. The Board may use this authority to allow the Company to continue to operate its share buy-back policy. # Resolution 12 – Notice of General Meetings The Directors propose to preserve the Company's ability to call general meetings (other than annual general meetings) on 14 clear days' notice, as previously approved by Shareholders at the last annual general meeting. Resolution 12 seeks such approval and would be effective until the Company's next AGM when it would be intended that a similar Resolution be proposed. It is anticipated that, if confirmed, such authority will only be used in 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. --- 104 | Maven Income and Growth VCT 5 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 immediately preceding year end. | Annual yield calculation | 30 November 2024 | 30 November 2023 | | --- | --- | --- | | Dividends paid or proposed per Ordinary Share for the year (a) | 2.00p | 1.85p | | NAV from previous year end (b) | 32.53p | 35.40p | | Annual yield = (a / b)*100 | 6.15% | 5.23% | ## DISCOUNT/PREMIUM TO NAV* A discount is the percentage by which the mid-market price of an Ordinary Share is lower than the NAV per Ordinary Share. A premium is the percentage by which the mid-market price exceeds the NAV per Ordinary Share. | Discount calculation | 30 November 2024 | 30 November 2023 | | --- | --- | --- | | NAV per Ordinary Share (a) | 32.39p | 32.53p | | Closing mid-market share price (b) | 32.00p | 31.60p | | Discount = (a - b) /a*100 | 1.20% | 2.86% | ## 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. ## DIVIDENDS PAID PER ORDINARY SHARE 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. --- Maven Income and Growth VCT 5 PLC I 105 # EX-DIVIDEND DATE (XD DATE) The date set by the London Stock Exchange, normally being the business day preceding the record date. # INDEX OR INDICES A market index calculates the average performance of its constituents, normally on a weighted basis. It provides a means of assessing the overall state of the economy and provides a comparison against which the performance of individual investments can be assessed. # INVESTMENT INCOME Income from investments as reported in the Income Statement. # NAV PER ORDINARY SHARE Net assets divided by the number of Ordinary Shares in issue. | NAV calculation | 30 November 2024 | 30 November 2023 | | --- | --- | --- | | NAV (a) | £67,389,000 | £63,560,000 | | Ordinary Shares in issue (b) | 208,074,650 | 195,399,711 | | NAV per Ordinary Share = (a / b)*100 | 32.39p | 32.53p | # NAV TOTAL RETURN PER ORDINARY SHARE* Net assets divided by the number of Ordinary Shares in issue, plus cumulative dividends paid per Ordinary Share to date. | | 30 November 2024 | 30 November 2023 | | --- | --- | --- | | NAV per Ordinary Share (a) | 32.39p | 32.53p | | Dividends paid per Ordinary Share to date (b) | 53.00p | 50.90p | | NAV total return = a + b | 85.39p | 83.43p | # NET ASSETS ATTRIBUTABLE TO ORDINARY SHAREHOLDERS OR SHAREHOLDERS' FUNDS (NAV) Total assets less current and long-term liabilities. # ONGOING CHARGES RATIO* The total recurring annual running expenses (including management fees, but excluding performance fees, charged to the capital reserve) as a percentage of the average net assets attributable to Shareholders. | | 30 November 2024 | 30 November 2023 | | --- | --- | --- | | Investment management fees | £1,174,000 | £1,135,000 | | Other expenses | £414,000 | £464,000 | | Total fees/expenses (a) | £1,588,000 | £1,599,000 | | Average annual NAV (b) | £68,045,605 | £65,518,008 | | Ongoing charges ratio = (a / b)*100 | 2.33% | 2.44% | --- Maven Income and Growth VCT 5 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. --- Maven Income and Growth VCT 5 PLC | 107 # CONTACT INFORMATION ## DIRECTORS Graham Miller (Chairman) Gordon Humphries Brian Phillips Jane Stewart ## MANAGER, 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: 04084875 Legal Entity Identifier: 213800DMF84841RMWX35 ISIN: GB0002057536 TIDM: MIG5 ## WEBPAGE mavencp.com/migvct5 ## REGISTRAR The City Partnership (UK) Limited The Mending Rooms Park Valley Mills Meltham Road Huddersfield HD4 7BH Email: mavencp@city.uk.com Investor hub: maven-cp.cityhub.uk.com Telephone: 01484 240910 (Lines are open from 9.00 am to 5.30 pm, Monday to Friday) ## AUDITOR Johnston Carmichael LLP ## BANKER JPMorgan Chase Bank ## STOCKBROKER Shore Capital Stockbrokers Limited Telephone: 020 7647 8132 ## VCT ADVISER Philip Hare & Associates LLP --- MAVEN Maven Capital Partners Kintyre House 205 West George Street Glasgow G2 2LW 0141 306 7400 mavencp.com in @maven-cp Maven Capital Partners UK LLP (a subsidiary of Mattioli Woods Limited) Authorised and Regulated by The Financial Conduct Authority CARBON BALANCED PRINT www.carbonbalancedprint.com CBP2296 FSC www.fsc.org MIX Paper | Supporting responsible forestry FSC® C023105