## Annual Report and ## Financial Statements ## MARWYN VALUE INVESTORS LIMITED ### FOR THE YEAR ENDED 31 DECEMBER 2023 ## 2023 ## Contents 04 Financial and Performance Summary 06 Report of the Chairman 08 Report of the Manager 16 Investment Portfolio 28 Allocation of Net Asset Value 32 Environmental, Social and Governance 34 Capital Distributions, NAV and Discount Management 36 Fund Structure and Investment Policy 38 Report of the Directors 52 Report of the Independent Auditor 58 Income Statement 59 Statement of Financial Position 60 Statement of Cash Flows 61 Statement of Changes in Equity 62 Notes to the Financial Statements 76 Risk 82 Look-through Portfolio Information 84 Advisers 86 Defined Terms 87 Glossary of Technical Terms 88 Disclaimer Defined terms used throughout the Annual Report and Financial Statements are as described on page 86. A glossary of technical terms used throughout the Annual Report and Financial Statements is included on page 87. ## 2023 ## Annual Report and ## Financial Statements MARWYN VALUE INVESTORS LIMITED FOR THE YEAR ENDED 31 DECEMBER 2023 WWW.MARWYNVALUE.COM | 3 ## Financial and Performance Summary ### PERFORMANCE FOR YEAR TO / AS AT 31 DECEMBER 2023 ### Ordinary Shares | | | 1 | | | 2 | | --- | --- | --- | --- | --- | --- | | NAV Total Return | | | Share Price Total Return | | | | | +5.1% | | | -6.1% | | FTSE SmallCap (ex-IC) +10.4% FTSE AIM All-Share -6.4% NAV Per Share Net Assets ## 176.1p £97.7m Share Price Market Capitalisation ## 80.5p £44.7m Implied Dividend Yield Dividends ## 11.25% ## 9.06p assuming full year dividend of 9.06p and 31 December 2023 share price of 80.5p 3 Inception to date NAV Total Return ## +197.4% FTSE SmallCap (ex-IC) +162.0% FTSE AIM All-Share -18.9% Look-Through NAV Breakdown as at 31 December 2023 Company % of NAV NAV/share Contribution (£) Silvercloud Holdings Limited (Le Chameau) 28.2% 0.50 AdvancedAdvT Limited 15.3% 0.27 Marwyn Acquisition Company II Limited 10.0% 0.18 Marwyn Acquisition Company III Limited 10.0% 0.18 Zegona Communications plc 8.9% 0.15 Palmer Street Limited 6.5% 0.11 450 plc 5.2% 0.09 MAC Alpha Limited 1.0% 0.02 Cash 22.4% 0.39 Other assets / liabilities (7.5)% (0.13) Net assets 100.0% 1.76 Investments are held indirectly, as described in the ‛Fund Structure and Investment Policy’ section of this Annual Report 1 NAV total return assumes the reinvestment of dividends paid to shareholders into the Company at NAV and is calculated on a cum-income basis. 2 Share price total return assumes the reinvestment of dividends paid to shareholders into the Company at the ex-div share price on the ex-div date. 3 For the ordinary shares, inception to date movement is based on the combined weighted average NAV of Marwyn Value Investors I, II and B shares prior to their amalgamation, using the conversion ratio published on 17 April 2008. 4 | ## Financial and Performance Summary 2023 Ordinary Share Total NAV Movement ### Capital Returns and Distributions The Company distributes capital back to shareholders through a range of methods, which are discussed further in the section ‛Capital Distributions, NAV and Discount Management’. Realisation Shares | Realisation | | Ticker | Period | | Inception to | | TSR from | | Nav | Net | | NAV | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | 4 | | 5 | | | | | | | | | | Class | | TSR | | date TSR | | creation of | | per | Assets | distributed | | | | | | | | | | | | 6 | | | SINCE INCEPTION | | 7 | | | | | | | | | Class | | share | | | | | 2016 MVIR +5.0% +204.3% +4.7% 409.6p £2.8m 89.4% 2021 MVR2 +4.2% +193.1% +8.6% 193.0p £0.7m 0.0% ### Total Capital Returns and Distributions Since Inception Ordinary Shares Realisation Classes Combined | Dividends | | | Capital | | Total | Total Capital | | Dividends and | | Capital | Total Since | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | and | | returns | distributions | | | returns | | buybacks | returns | inception | | buybacks | | 8 | | | | | | | | | | | £63.3m | | | £25.9m | | £89.2m | | £16.4m | | £63.3m | £42.3m | £105.6m | 4 For the realisation share classes, shareholder total return is calculated as the movement in total shareholder value, including all distributions made to realisation shareholders over the relevant period. 5 Realisation Class inception to date is calculated based on the ordinary share performance up to the date the ordinary shares were converted to the relevant Realisation Class, then shareholder total return of the relevant Realisation Class from that date. 6 Realisation Class shareholder total return from creation of class represents total shareholder return for the relevant class from the date that ordinary shares were converted to realisation shares for each class. 7 Calculated as total distributions as a percentage of Net Assets on creation of each class. 8 Includes the dividend paid to ordinary shareholders in February 2024. WWW.MARWYNVALUE.COM | 5 ## Report of the Chairman ## Dear Shareholders, ## I am pleased to present the audited Annual Report and ## Financial Statements of Marwyn Value Investors Limited ## for the year ended 31 December 2023. Portfolio Progress and Capital Deployment Zegona’s agreed acquisition of Vodafone Spain for The development of our portfolio over the past €5 billion showcases the strength and ability of year reflects our Manager’s disciplined approach to its leadership team and offers significant upside investment analysis and prudent capital allocation. potential with several value enhancing projects on This strategy has resulted in significant investments the horizon. being made in three portfolio companies; Palmer; Silvercloud; and Zegona, all of which present After a prolonged period of evaluating a number genuine opportunities for significant growth and of assets, we are delighted that AdvancedAdvT, material increase in our underlying Net Asset under the leadership of Vin Murria, completed Value. In addition, AdvancedAdvT acquired a highly the acquisition of five software businesses from attractive platform asset to begin its journey. Capita at a highly attractive valuation and is now well-positioned to pursue synergistic acquisition We are thrilled about the investment in Palmer. opportunities. With a strong balance sheet and a The management team come with a strong track recent transition to AIM, we are excited about the record in the private capital administration company’s future prospects. sector and their inventive approach to creating a technology-focused servicing model ‛better Throughout the year, the acquisition companies by design’ is a promising venture, free from the have actively evaluated a broad spectrum of limitations of legacy systems. opportunities and engaged with numerous potential Management Partners and potential Silvercloud, through which the investment in platform acquisitions. The Board acknowledges Le Chameau is held, with the appointment in the that, in the current environment, identifying and year of the highly experienced Waheed Alli as Chair, executing promising deals takes time. We support has performed above expectations over the last this approach to attaining the right platform for twelve months and is now showing the ability to each vehicle, supporting the long-term growth deliver on the potential that we’ve long recognised of our fund. has been inherent in the business. 6 | ## Report of the Chairman 2023 Results Outlook The ordinary shares delivered a NAV Total Return of As we look forward, we believe that the Company +5.1% due to strong performance in the second half is on the cusp of an exciting period. The strategic of the year, which saw gains made across Zegona, investments made during 2023 have strengthened AdvancedAdvT and Silvercloud. After the year end, our position for the future. With a portfolio now full our NAV has continued to grow, driven by further of opportunities, we are optimistic that we are well gains on Zegona and AdvancedAdvT. The three placed to deliver value creation in the coming years. months to 31 March 2024 have generated a NAV Total Return of +5.7% to ordinary shareholders. In conclusion, the Board and I appreciate your ongoing confidence and investment in Marwyn Shareholder Composition Value Investors Limited. Over the course of the year, we have seen some of our largest shareholders, including James Corsellis and other employees of the Manager, increasing | their stakes in the Company. Collectively, those | Robert Ware | | --- | --- | | shareholders associated with the Manager now | Chairman | | own over 11% of the Company, signifying their | 29 April 2024 | confidence in our strategy and future prospects. Shareholder Distributions We paid over £5 million in dividends to ordinary shareholders and distributed over £1 million on the 2016 realisation shares following the successful resolution of Praesepe VAT reclaims in October 2023. These distributions demonstrate our dedication to delivering value to our shareholders. WWW.MARWYNVALUE.COM | 7 WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM OUR APPROACH | CIO REVIEW AND OUTLOOK ## Report of the Manager ## Who We Are ## We are an experienced institutional sponsor of European ## listed acquisition companies, established in 2005. We ## partner with industry leading company executives who ## have proven track records and operational excellence ## in their sectors. Their skills and connections help us ## find and execute deals and develop our platforms ## strategically. Using their in-depth sector insights, we ## make significant operational enhancements, setting the ## stage for long-term organic growth and value creation. ## Our Strategy ## At Marwyn, we have a clear and strategic vision: to find, ## support, and work in partnership with outstanding ## management teams who are experts in their specific ## sectors. This vision aims to invest in, buy, and grow ## businesses mainly in the UK, Europe, or North America. ## Our approach is based on several key pillars: 8 | WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM OUR APPROACH | CIO REVIEW AND OUTLOOK ## Report of the Manager ## A 19-year track record of developing acquisition ## companies across different sectors that shows ## our experience and success. ## A proven origination model based on accessing ## proprietary deal flow. ## A unique management partnership framework, ## which offers deep sector knowledge and ## operational skills directly from the field. ## Extensive experience of securing institutional ## equity from, and generating returns for, UK ## institutional investors. ## Original acquisition vehicle structure that we think ## is very appealing to management and investors alike ## and which offers substantial benefits in execution ## and long-term alignment between stakeholders. WWW.MARWYNVALUE.COM | 9 WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM OUR APPROACH | CIO REVIEW AND OUTLOOK ## Report of the Manager ## A Track Record of Success ## As the UK’s leading sponsor of acquisition 9 ## vehicles , our 12 companies which have ## applied our current strategy and made ## a platform acquisition have generated ## £4.9 billion of profits for equity investors. 9 Based on the number of UK listed acquisition vehicles or SPACs launched on the London Stock Exchange since the date that Marwyn listed its first acquisition vehicle in 2005 with data taken from internal analysis of the number of vehicles launched and their sponsors, sourced from LSE, Pitchbook, CapIQ and internal research. 10 | WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM OUR APPROACH | CIO REVIEW AND OUTLOOK # Report of the Manager The table below shows the equity profits made by our acquisition companies, which have followed our strategic framework and completed a platform acquisition. These numbers represent the total equity received from all investors over their lifetime, including after we have sold any major positions. The returns are calculated based on either the offer price at the time of the company's full sale or the current share price as of 31 March 2024 for those still listed. | COMPANY | TICKER | ACQUISITION DATE | MANAGEMENT PARTNER(S) | SECTOR | TOTAL EQUITY INVESTED | TOTAL EQUITY VALUE | % EQUITY RETURNS | | --- | --- | --- | --- | --- | --- | --- | --- | | BCA | BCA | Apr-15 | Avril Palmer -Baunack | Automotive | £1,163m | £2,137m | 84% | | ETO | ETO | Feb-07 | Darren Throop | Media | £747m | £2,824m | 278% | | BREE | BREE | Sep-10 | Peter Tom Simon Vivian | Construction Materials | £704m | £1,382m | 96% | | ZEGONA^{10} | ZEG | Aug-15 | Eamonn O'Hare Robert Samuelson | Telecoms | £652m | £929m | 43% | | AdvT | AdvT | Aug-23 | Vin Murria | Computer software | £133m | £170m | 28% | | ACS | ACS | Aug-08 | Vin Murria | Computer software | £126m | £725m | 477% | | COT | COT | Nov-06 | Keith Tozzi Fiona Begley | Healthcare | £117m | £130m | 11% | | INP | INP | Oct-05 | Mark Silver Keith Tozzi | Testing & Inspection | £116m | £229m | 97% | | SID | SID | Jul-06 | Sean Nutley | Remediation | £58m | £1m | (99%) | | TLS | TLS | Jun-05 | Nick Harding | Leisure | £48m | £128m | 170% | | MLO | MLO | Oct-07 | Hugh Aldous Adrian Carey | Training | £44m | £98m | 121% | | ZTR | ZTR | Apr-05 | Ian Blackburn | Confectionery | £35m | £41m | 15% | | **TOTAL** | | | | | **£3.9bn** | **£8.8bn** | **123%** | $^{10}$ Total Equity Invested for Zegona Communications does not currently include any equity issued in respect of the 'Vodafone Financing', as described in Zegona's announcement on 13 October 2023, as these shares may be bought back under certain conditions. WWW.MARWYNVALUE.COM | 11 WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM OUR APPROACH | CIO REVIEW AND OUTLOOK ## Report of the Manager ## Our Team James Corsellis, Antoinette Vanderpuije and Tom Basset form the senior leadership team of Marwyn. They have diverse experience and skills in areas such as technology innovation, financial strategy, and investment analysis. They are supported by an experienced team in London and Jersey who provide investment management, corporate finance, and operational support to the Marwyn Fund entities and portfolio companies. James Corsellis Antoinette Vanderpuije Chief Investment Officer Chief Financial Officer and Chief Operating Officer James formed one of the first strategic technology Antoinette joined Marwyn in 2007 and leads the Finance, consultancies in 1994 and was the Chief Executive Markets and Regulation Team. She has extensive M&A Officer of icollector plc, a leading company that offers and investment experience with a particular focus on live auction trading platforms. He later arranged its joint transaction tax structuring and incentive planning. venture with eBay, which made icollector the sole partner Antoinette previously worked in the finance team at worldwide for conventional auction houses. James co- Arcadia Group and prior to that with Bourner Bullock founded Marwyn and typically has board positions on Chartered Accountants. She is a Chartered Accountant, Marwyn’s portfolio companies. a Chartered Tax Advisor and holds a BA from University College London. Tom Basset Investment Partner Tom joined Marwyn in 2010 from the Private Equity Transaction Services Group at Deloitte. He leads the investment team where he is involved in the origination and assessment of new investment opportunities, transaction execution, coordinating capital market and M&A processes and providing strategic support to portfolio company management teams. Tom is a qualified Chartered Accountant and graduated from Durham University with a BA (Hons) in Economics. 12 | WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM OUR APPROACH | CIO REVIEW AND OUTLOOK ## Report of the Manager ## Our Approach How We Invest Market Opportunity Marwyn has been creating and implementing The London Stock Exchange has hosted many effective investment strategies across a range of successful acquisition companies over the past 20 sectors in public markets for almost 20 years. We years. We believe there is still significant demand have worked closely with outstanding executives from both companies and industry executives to and management teams who share our vision. These use well-designed acquisition companies on the Management Partners are vital from the beginning, public markets to implement growth strategies in playing a major role in finding opportunities, various sectors. thorough due diligence, and the active execution of strategic plans, often taking on key positions such as Drawing on our broad experience of investing Chairman or CEO. through listed acquisition companies to pursue The success of our previous vehicles has been based buy-and-build growth strategies with skilled on a number of factors including our ability to identify Management Partners, and considering the widely and partner with these industry-leading Management criticised US SPAC model, we believe the Marwyn Partners whilst drawing on our transactional and Acquisition Company structure (the ‘MAC’ structure) corporate finance expertise in developing and is uniquely suited to appeal to institutional investors, structuring a range of acquisition vehicles that aim business owners and management teams. The main to meet the needs of all stakeholders. improvements are: ### • Promoting long term alignment: management and sponsor incentives linked to long term equity performance and no discounted shares/warrants or upfront promoter fees. ### • Enhancing flexibility in raising funds: the introduction of new ways to raise equity capital from institutional investors. ### • Boosting transactional efficiency: a new transaction process that allows the completion of a reverse acquisition on a timeline that is similar to investment from private equity providers. WWW.MARWYNVALUE.COM | 13 MARWYN WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM^{}[] OUR APPROACH |^{}[] **CIO REVIEW AND OUTLOOK** # Report of the Manager ## Chief Investment Officer's Investment Commentary and Outlook ### Dear fellow Shareholders, As we close out 2023, I am pleased to share with you our investment performance, portfolio progress, and outlook for the coming year. Despite the challenges presented by the wider market, we remain steadfast in our commitment to our investment philosophy and are confident in our ability to successfully navigate the current economic landscape. #### Market Outlook Throughout the year, we have witnessed the consequences of excessive leverage and unrealistic expectations regarding a return to ultra-low interest rates. The significant increase in sovereign debt issuance and the reduction in money supply have finally begun to force a readjustment of market expectations and valuations. We anticipate that these factors will continue to act as headwinds, compelling a more realistic approach to assessing company valuations and these expectations have started to become a reality. This first phase of this investment cycle for MVIL has been longer than usual but we believe that we have been rewarded for that patience with the Fund up 26.4% in the last three years$^{11}$ against a FTSE Small Cap (ex IC) and FTSE AIM All-Share that have grown by 19.8% and fallen 31.1% respectively. We have started the year strongly, with an ordinary share NAV total return of +5.7% in the three months to 31 March 2024. #### Investment Commentary During 2023, our portfolio companies have demonstrated resilience and adaptability in the face of market challenges and are well underway in executing their strategies. AdvancedAdvT, under the leadership of Vin Murria, completed the acquisition of five software businesses from Capita at an attractive valuation and is now well-positioned to pursue synergistic acquisition opportunities. With a strong balance sheet and a recent transition to AIM, we are optimistic about the company's future performance. Palmer, launched in May 2023 with an £8 million investment from Marwyn Funds (of which approximately £6.2 million was attributable to MVIL's ordinary share class), has made significant strides in establishing its presence in the private capital servicing sector. The company's highly experienced management team, comprising former executives of Sanne Group plc, has been focusing on obtaining the necessary regulatory approvals. We anticipate that as Palmer starts to onboard clients throughout 2024, the company will experience rapid growth and deliver substantial returns on our investment. Zegona Communications, led by the experienced team of Eamonn O'Hare and Robert Samuelson, made a transformative move when it agreed to acquire Vodafone Spain in October 2023. The €5.0 billion transaction (which remains conditional on regulatory approval), financed through an innovative mix of vendor preference shares, underwritten leverage, bridge financing, and a €300 million equity placement, demonstrates Zegona's expertise in identifying and executing high-potential investments in the Spanish telecommunications market. With a clear value creation plan focused on cost reduction, revenue stabilisation, and potential fixed network transactions, we are confident in Zegona's ability to drive significant returns. $^{11}$ NAV total return for the ordinary shares for the three years to 31 December 2023. 14 | WHO WE ARE | A TRACK RECORD OF SUCCESS | OUR TEAM OUR APPROACH | CIO REVIEW AND OUTLOOK ## Report of the Manager ## Chief Investment Officer’s Investment Commentary ## and Outlook Le Chameau, with the addition of Waheed Alli to Conclusion its management team and a further £5 million Despite the challenges posed by the current market investment from the Marwyn Funds (of which over environment, we remain confident in our investment £4.9 million was attributable to MVIL’s ordinary philosophy and the resilience of our portfolio share class), is poised for significant milestones as it companies. We are grateful for the unwavering approaches its centenary in 2027. The combination support of our investors and the guidance provided of Waheed’s expertise and the leadership of CEO by our Board. As we move forward, we will continue Corry Cavell-Taylor provides a solid foundation for the to seek out compelling investment opportunities brand’s expansion and strategic initiatives in while prudently managing our resources to maximise the coming years. long-term value creation. Marwyn Acquisition Company II has benefited Yours sincerely, from the appointment of Will Self as CEO, working alongside Chairman Mark Hodges. This strengthened management team has accelerated the evaluation of investment opportunities in line with MAC II’s focus James Corsellis on financial services and intergenerational wealth. Chief Investment Officer We continue to explore promising opportunities in the media and entertainment space through 450 plc and are actively engaging with potential management partners for Marwyn Acquisition Company III and MAC Alpha. Treasury and Liquidity Management Given the high interest rates available on deposits, we have taken a proactive approach to optimising our treasury activities while ensuring sufficient liquidity to meet our dividend commitments and other obligations. Our strategy encompasses a mix of fixed- term deposits, notice-deposit accounts, and money market funds. As we are in the early stages of our investment cycle, we do not anticipate any significant divestments in the near future. We remain focused on maintaining a balance between long-term growth and delivering value to our shareholders. WWW.MARWYNVALUE.COM | 15 LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES ## Investment Portfolio ### Silvercloud Holdings Limited - Le Chameau Luxury Goods www.lechameau.com | | % of share class NAV | NAV/share Contribution (£) | | --- | --- | --- | | Ordinary Shares | 28.2% | £0.50 | | 2016 Realisation Shares | 85.6% | £3.51 | | 2021 Realisation Shares | 25.0% | £0.48 | As at 31 December 2023 Management Partner Waheed Alli, Chair Corry Cavell-Taylor, CEO Waheed Alli was appointed as Chair of Silvercloud Holdings Corry Cavell-Taylor is the CEO of Le Chameau Holdings Limited. Limited and Le Chameau Holdings Limited, in August 2023. He is also the Managing Director of Bradshaw Taylor Limited Waheed has over 30 years’ experience across the retail, media, and the creator of Schöffel Countrywear. Corry has over two entertainment and technology sectors, having launched decades of experience in the country sports market worldwide and grown a number of highly successful private and public and is a director of The Outdoor Industries Association of businesses in his career. Great Britain. In addition to his success in the media and entertainment space, Waheed brings a wealth of experience in consumer and luxury brands and was the Chair of ASOS plc from its AIM IPO in 2001 with a market capitalisation of £12.3 million, overseeing major growth and transformation of the business with its market capitalisation reaching £1.9 billion in 2012 when he left the Board. Waheed Alli has served as a member of the House of Lords since 1998. Value Creation Opportunity ### • Capitalise on the opportunities created by an iconic brand with category leading products ### • Build a leading luxury goods business, capable of scaling sales across the UK, Europe, North America and other potential new markets ### • Broaden lifestyle appeal, utilising and protecting brand heritage ### • Better understand the existing and potentially addressable customer base to raise awareness and build appeal ### • Further expand the direct-to-consumer e-commerce channel, deploying enhanced digital marketing strategy 16 | LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES # Investment Portfolio ![img-0.jpeg](img-0.jpeg) ![img-1.jpeg](img-1.jpeg) ![img-2.jpeg](img-2.jpeg) ## Overview Le Chameau was founded in Cherbourg, France in 1927 by Claude Chamot to produce high-quality handmade rubber boots that would offer unmatched comfort and durability. He started making prototypes using natural rubber and later pioneered the use of vulcanisation to increase durability. Once Monsieur Chamot had refined his process, he made bespoke boots for customers from all over France. Today, Le Chameau is a leading premium footwear brand, approaching its 100th anniversary in 2027. Le Chameau's distinctive rubber boots serve a wide range of customers, including outdoor professionals, country-sports enthusiasts, and fashion-conscious individuals in both rural and urban settings. Known for its expertise in technical outdoor footwear, Le Chameau has a loyal customer base, prominent brand ambassadors, and a growing presence in new customer segments. We are happy to report significant improvement in Le Chameau's performance as part of our portfolio, underscoring our confidence in its strategic direction and growth potential. Over the last four years, Le Chameau has achieved commendable revenue growth, growing at a 13% CAGR, with revenues reaching approximately £20 million in 2023. Notably, the Direct-to-Consumer (D2C) segment has been a major contributor to growth, recording a 22% CAGR over the same period. This segment saw revenue growth of 38% in 2023 alone, making up more than a third of the company's total sales, and with projected growth is expected to soon become the majority revenue source, demonstrating the efficiency and scalability of Le Chameau's direct sales model. Meanwhile, the Business-to-Business (B2B) revenues and margins have remained stable, ensuring a balanced and resilient revenue mix. ![img-3.jpeg](img-3.jpeg) In August 2023, the Marwyn Funds invested a further £5 million into the business (of which over £4.9 million was attributable to MVL's ordinary share class), providing the company with the capital needed to support the next phase of its development, including expansion of digital and marketing functions and investment in brand and tech capabilities. This pivotal move was accompanied by the appointment of Waheed Alli as Chair. Waheed brings invaluable experience from his tenure as Chair of ASOS during its rapid growth phase and his experience will be highly relevant to support Le Chameau through the next phase of its growth journey. The progress made throughout 2023 has been reflected in an overall increase in the value of the Master Fund investment in Silvercloud from £22.0m as at 31 December 2022 to £30.2m as at 31 December 2023. Looking ahead, Le Chameau is set to leverage its history of successful collaborations with luxury brands to further raise its brand position. The company is diligently developing the "LC27' strategy, aimed at marking the build up towards its centenary in 2027 with key strategic milestones. This forward-looking approach is seeking to enhance brand value, expand market reach, and secure Le Chameau's position as a brand rooted in the traditions of the countryside, with an aspirational quality appealing to a wider customer base. ![img-4.jpeg](img-4.jpeg) WWW.MARWYNVALUE.COM | 17 LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES ## Investment Portfolio ### AdvancedAdvT Limited Digital, Software and Services www.advancedadvt.com | | % of share class NAV | NAV/share Contribution (£) | | --- | --- | --- | | Ordinary Shares | 15.3% | £0.27 | | 2016 Realisation Shares | -% | £- | | 2021 Realisation Shares | 13.6% | £0.26 | As at 31 December 2023 Management Partner Value Creation Opportunity ### Vin Murria • Well-capitalised vehicle with an experienced and highly Vin Murria OBE is an experienced executive and has operated credible management team and/or advised public companies for over 30 years. Vin was ### the founder and Chief Executive Officer of Advanced Computer • Seeking to deliver innovative software solutions Software from 2008 until 2015 and built the business with a strategic focus on sectors where AI, digital organically and through acquisition from an initial cash shell transformation, data analytics and business intelligence to an enterprise value of £750 million on sale to Vista Equity are in the early stages of adoption, but likely to radically Partners, delivering shareholder return of almost 1,100 per transform the workplace over the coming decades cent, to those invested in the initial shell. The business was named Tech Company of the Year (2014) having grown to be Overview the 3rd largest UK headquartered software business. Prior AdvancedAdvT was launched in 2020 and subsequently to Advanced Computer Software, Vin was founder and Chief raised £130 million in March 2021, including a £17.5 million Executive Officer of Computer Software Group plc from 2002 subscription from Vin Murria, to support AdvancedAdvT’s until 2007, which included a merger with IRIS Software, and strategy. exit to Hellman and Friedman at a £500 million valuation. Prior to this Vin was the COO of Kewill Systems Plc (now known as Acquisition of Capita businesses BluJay Solutions). In June 2023, AdvancedAdvT announced that it had conditionally agreed to acquire five software businesses Vin is also a non-executive director of FTSE 250 Softcat plc, from Capita plc for a total enterprise value of approximately a leading provider of technology solutions and services and £33 million in cash, representing an important milestone in FTSE 100 Bunzl plc, the international distribution and achieving their goal of completing business combinations services group. and generating attractive long-term returns for shareholders. AdvancedAdvT announced completion of the acquisitions on Vin holds a bachelor’s degree in Computer Science, an MBA 1 August 2023. and a Doctorate in Business Administration (Hon). Vin was awarded an OBE in 2018 for her services to Technology and The acquired businesses include: the empowerment of women in the sector. ### • CIBS - Financial and Business Solutions for public and Vin is the founder of the PS Foundation, a charity set up to private sectors support the education of women and children in poverty in India and the UK. ### • CHKS and Synaptic - Governance Risk and Compliance (GRC) for the Healthcare and Financial Services sectors (note: the Synaptic business has since been sold for an EV of £3.5 million as identified as non-core to AdvT’s strategy) ### • Retain/WFM - Global Professional Services and Workforce Automation Software for Private and Public Sectors 18 | LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES ## Investment Portfolio The acquired businesses have been strategically re-aligned Outlook to prioritise customer needs and delivery of value-driven We believe that AdvancedAdvT will have numerous software and digital solutions. As reported by AdvancedAdvT, opportunities to build on the initial Capita acquisitions new customers have been acquired and new products and with both organic and acquisitive growth. features have been launched, with increasing customer demand observed for digital services and solutions. With over £78 million of cash and a highly experienced management team, AdvancedAdvT is extremely well- These businesses give AdvancedAdvT a solid base with an positioned to execute synergistic and accretive M&A, opportunity to grow through a combination of organic and particularly in the current market, and with a noted increase acquisitive growth. in inbound opportunities. Alongside progressing potential M&A, AdvancedAdvT also plans to continue to drive organic Strategic Approach growth through investing in the platform businesses acquired AdvancedAdvT is seeking to deliver software solutions with and enhancing functionality of existing software to target a strategic focus on sectors where AI, digital transformation, incremental client wins. data analytics and business intelligence are in the early stages of adoption, but likely to radically transform the workplace over the coming decades. Following the acquisitions from Capita, the initial focus will be on two core specialisms in business transformation – business solutions and healthcare compliance, and human capital management. AdvancedAdvT is committed to finding opportunities for deploying financial and operational resources and investment to accelerate organic growth in the acquired businesses, with a number of such opportunities having already been identified. WWW.MARWYNVALUE.COM | 19 LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES ## Investment Portfolio ### Zegona Communications Plc Telecoms www.zegonacommunications.com | | % of share class NAV | NAV/share Contribution (£) | | --- | --- | --- | | Ordinary Shares | 8.9% | £0.15 | | 2016 Realisation Shares | 5.4% | £0.22 | | 2021 Realisation Shares | 7.8% | £0.15 | As at 31 December 2023 Management Partners Eamonn O’Hare Robert Samuelson Eamonn has spent over two decades as a board member Robert was Executive Director Group Strategy of Virgin and senior executive of some of the world’s fastest growing Media from 2011 to 2014, during which time he was centrally consumer and technology businesses. Former CFO and involved in the sale of the business to Liberty Global main board director of the UK’s leading entertainment and and in the post-merger integration process. Prior to this, communications business, Virgin Media, Eamonn helped lead Robert was a managing partner at Virgin Group with global the successful transformation of this business and its strategic responsibility for developing and realising returns from Virgin’s sale to Liberty Global for US$24 billion, crystallising US$14 telecommunications and media businesses. His early career billion of incremental shareholder value. was spent with British Aerospace and Royal Ordnance in engineering and production management roles. Value Creation Opportunity Background Zegona was launched in March 2015 with a ‘Buy-Fix-Sell’ Acquisition of Vodafone Spain announced in October strategy within European TMT. Zegona’s first buy-fix-sell asset, 2023 at attractive valuation relative to other European Telecable, was acquired in August 2015 and sold to Euskaltel telecommunications operators with clearly defined value in July 2017 with Zegona retaining a 15% stake in Euskaltel levers being: (later increased to 20%). Zegona returned 98% of its share of ### • Execute major cost reduction and efficiency proceeds from the sale of Euskaltel in 2021 via a tender offer. improvement programme ### • Stabilise revenues with new commercial initiatives ### • Potential for fixed network transaction 20 | LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES # Investment Portfolio ## Acquisition of Vodafone Spain In October 2023, Zegona announced it had entered into binding agreements to acquire Vodafone Spain for €5.0 billion, expected to complete in Q2 2024 following required regulatory approvals. The transaction was financed through an innovative mix of vendor preference shares, underwritten leverage, bridge financing, and a €300 million equity placement, of which our funds contributed £7.845 million at £1.50 per share, which had risen to £1.78 per share as at 31 December 2023, and has since gone up further to £2.26 as at 31 March 2024. The Zegona team's ability to secure and execute a complex deal like this in a competitive environment is testament to their expertise and successful track record in the Spanish telecommunications market, previously shown through their work with both Telecable and Euskaltel. The investment rationale is based on a low entry valuation, offering multiple pathways for value creation. These avenues include operational enhancements that leverage Zegona's historical successes in previous operating businesses. This strategic approach not only aims to capitalise on the intrinsic value and growth potential of the acquired business but also reflects a deep understanding of the market dynamics and operational efficiencies required to drive success in the Spanish telecommunications sector. ## Outlook Looking ahead, Zegona has crafted a strategic blueprint for value creation with several key drivers to be deployed: (i) firstly, an intention to execute major cost reductions, with the potential to unlock over €320 million in savings, based on industry benchmarking; (ii) secondly, stabilising revenues through new commercial initiatives; and finally (iii), a fixed network transaction with a potential estimated value to Zegona in the region of €2.0-3.5 billion. ![img-5.jpeg](img-5.jpeg) WWW.MARWYNVALUE.COM | 21 LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES ## Investment Portfolio ### Marwyn Acquisition Financial Services, ### Company II Limited Consumer, Technology www.marwynac2.com | | % of share class NAV | NAV/share Contribution (£) | | --- | --- | --- | | Ordinary Shares | 10.0% | £0.18 | | 2016 Realisation Shares | -% | £- | | 2021 Realisation Shares | 8.9% | £0.17 | | Capital raised | £12.7m | | | Target sectors | Financial Services, Consumer, Technology | | | Listing | LSE Main Market | | As at 31 December 2023 Management Partners Mark Hodges Will Self Mark Hodges has over 30 years experience across the financial Will Self has over 20 years of cross-functional experience services and consumer sectors, including extensive FTSE leading financial brands in the UK, including driving M&A 100 PLC board experience with Centrica plc and Aviva plc. As and has held CEO positions at Curtis Banks Group PLC, a former CEO of ReAssure, Mark led the business through the leading UK pension provider, offering a range of SIPP and £425 million acquisition of Quilter’s UK Heritage business and SSAS solutions for individuals and businesses and Suffolk oversaw the sale of Reassure to Phoenix Group Holdings in Life, a division of Legal & General, as well as holding the Chief 2020 for £3.25 billion. At the time of the sale, ReAssure had Commercial Officer role at Cofunds, a sister company within approximately £80 billion of assets under administration, Legal & General. Will also holds a variety of non-executive 4 million customers and approximately 2,500 employees. roles, including positions with a number of charities and as deputy chair on the FCA’s Smaller Business Practitioners Panel. Value Creation Opportunity ### • LSE-listed vehicle, led by a highly experienced and well-regarded management team ### • Seeking acquisition opportunities in the financial services, consumer and technology sectors set to benefit from social and macroeconomic trends brought about by changing demographics, the concentration and intergenerational transfer of wealth and increasing needs for social and non-financial family support 22 | LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES ## Investment Portfolio Overview With the combination of these social and macroeconomic The strategy of MAC II is focused on pursuing acquisition conditions and trends, the MAC II directors believe all opportunities in the financial services, consumer and generations are facing increasingly challenging financial technology sectors. situations which are creating several problems to be solved and that there is a well-defined need and opportunity, now more The MAC II directors believe that the current market backdrop than ever, for clear and impartial support and solutions to be has amongst a range of drivers, four notable interrelated provided to, and shared amongst, friends, family and peers. themes which they believe are shaping a clear customer need that remains largely unmet: MAC II intends to execute its strategy through a combination of selective M&A of platform and bolt-on businesses, potential 1. Changing population and demographics – strategic partnerships with established financial services An increasingly ageing population is likely to have a operators as well as ongoing operational improvements. Target significant impact on economies, social care systems company market segments, principally expected to be in the UK and household finances. The MAC II directors believe and US. future financial solutions will need to reflect an increasing level of intergenerational financial and social As the investment focus continues to evolve, the MAC II dependencies. directors believe one area of interest where opportunities 2. Wealth transfer and the role of families – are likely to emerge is related to the burgeoning growth of The role played by families in providing future the personal pension sector (the UK SIPP market), which is financial solutions is of increasing importance, with anticipated to swell from approximately £500 billion to £750 parents, other family members and friends providing billion over the next five years. This is set against a backdrop of progressively more support to new homeowners and an aging population, a widening savings gap, regulatory shifts adult dependents. towards personal savings, and a significant transition from 3. Socialandnon-financialfamilysupport– Defined Benefit to Defined Contribution pension schemes. Vast numbers of people across the UK and the US provide unpaid care for a friend or family member. The MAC II directors continue to progress a number of 4. Concentration of wealth – discussions regarding potential M&A, including consolidation Across the UK and US, wealth is principally concentrated in the pension administration market, as well as other in property, pension assets and equities. opportunities. WWW.MARWYNVALUE.COM | 23 LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES ## Investment Portfolio ### Palmer Street Limited Private Capital Servicing www.palmerfs.com | | % of share class NAV | NAV/share Contribution (£) | | --- | --- | --- | | Ordinary Shares | 6.5% | £0.11 | | 2016 Realisation Shares | -% | £- | | 2021 Realisation Shares | -% | £- | As at 31 December 2023 Management Team Value Creation Opportunity Palmer’s management partners comprises Martin Schnaier, Palmer has been set up to take advantage of the opportunity James Ireland, James Bermingham, Jason Bingham, and Phil to provide a differentiated business proposition in the private Godley who have all previously worked in senior leadership capital servicing sector, considering both organic and inorganic roles at FTSE 250 company, Sanne Group plc, that was taken growth opportunities. private by Apex Group for £1.5 billion in August 2022. This is supported by a backdrop of a number of sector At completion of the acquisition, Sanne employed over tailwinds, expected to include: 2,500 people located in 23 offices across North America, ### EMEA and Asia Pacific. The founding team worked closely in • Opportunity to build an innovative private capital various capacities during their tenures at Sanne, which saw service model free from the constraint of legacy systems the business grow from a small, private company to a major ### international public company. • Market growth driven by increasing regulatory burden and associated growth in cost of compliance Martin Schnaier ### • Growth to date of alternative asset classes and forecast continuation of AUM growth ### • Low levels of service penetration in two of the three largest markets globally ### • Client demands for increased levels of tech-enabled services ### • Defendable contracts with high switching costs Overview In May 2023, the Marwyn Funds invested £8 million into Palmer (of which approximately £6.2 million was attributable to MVIL’s ordinary share class), with Palmer commencing the necessary regulatory approval processes in order for the company to conduct its business across key territories. Palmer’s expanding team has hit the ground running, establishing operations and winning new clients in its London and Jersey hubs. Since its public launch in January 2024, the company has seen a surge in inbound opportunities, reflecting the industry’s acknowledgment of Palmer’s expertise and value. Furthermore, Palmer has launched its website (www.palmerfs.com), now operational and serving as a comprehensive resource for clients and partners to explore its services and engage with the firm. 24 | LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES ## Investment Portfolio ### 450 plc Content, Media, Technology www.450plc.com | | % of share class NAV | NAV/share Contribution (£) | | --- | --- | --- | | Ordinary Shares | 5.2% | £0.09 | | 2016 Realisation Shares | -% | £- | | 2021 Realisation Shares | 4.6% | £0.09 | | Cash held | £4.5m | | | Acquisition target size | Up to £500m | | | Target sectors | Content, Media, Technology | | | Listing | LSE AIM | | As at 31 December 2023 Management Partner Overview Waheed Alli In connection with the appointment of Waheed Alli as Chair Waheed has over 30 years’ experience across the retail, media, in November 2022 and following shareholder approval at the entertainment and technology sectors, having launched company’s AGM in December 2022, the strategy of 450 plc was and grown a number of highly successful private and public amended to focus on acquisition opportunities arising within businesses in his career. the traditional and digital creative industries encompassing the content, media and technology sectors. 450 plc will consider Waheed co-founded TV production companies Planet 24 and the acquisition of private companies and public offers for, Shine, was Chair of production company Chorion plc, including and mergers with, existing listed businesses, in the UK and during its time as a listed business between 2003 and 2006 internationally. delivering share price growth of over 275%, and was also Founder and CEO of Silvergate Media, ultimately sold to With the acceleration in digital technology having an increasing Sony in 2019. impact on the media and entertainment landscape, the 450 plc directors continue to believe this will fundamentally shift how we produce, access, and interact with content. This evolution Value Creation Opportunity is expected to include a move towards engaging content ### • Ongoing digital transformation of the media and through a blend of online and physical experiences, enriched entertainment industries and widespread adoption of by the advent of virtual and augmented reality, as well as the digital media has led to a fundamental change in the monetisation of IP through different formats and verticals. way content is created, consumed and engaged with During the period, the 450 plc directors have engaged with a number of companies and executive teams, discussions with a ### • Opportunity to invest in content, media or technology number of whom, are ongoing. companies that have facilitated and are expected to continue to benefit from this shift The 450 plc directors continue to see promising opportunities for investment in the content, media, and technology sectors but remain cautious in their views on valuations and the importance of identifying scalable and sustainably profitable business models. The directors believe the ongoing technological advancements and shifts in consumer behaviour are likely to provide investment opportunities in a sector undergoing structural change, with the 450 plc’s listed status and investment thesis being well placed to capitalise on. WWW.MARWYNVALUE.COM | 25 LE CHAMEAU | ADVANCEDADVT | ZEGONA | MAC II PALMER STREET | 450 | ACQUISITION COMPANIES ## Investment Portfolio ### Acquisition Companies: ### Marwyn Acquisition Company III Limited ### MAC Alpha Limited | | | MAC III | | MAC ALPHA | | --- | --- | --- | --- | --- | | | % of share class NAV | NAV/share Contribution (£) | % of share class NAV | NAV/share Contribution (£) | | Ordinary Shares | 10.0% | £0.18 | 1.0% | £0.02 | | 2016 Realisation Shares | -% | £- | -% | £- | | 2021 Realisation Shares | 8.9% | £0.17 | -% | £- | MAC III MAC ALPHA Capital raised £12.7m £1.4m Automotive & Transport Target sectors Automotive & Transport Business-to-Business Services (each to be refined on Clean Technology Clean Technology the appointment of a Consumer & Luxury Goods Consumer & Luxury Goods Management Partner Banking & FinTech Financial Services, Banking & FinTech into the relevant Insurance, Reinsurance & Insurance, Reinsurance & InsurTech, & Other company) InsurTech & Other Vertical Vertical Marketplaces Marketplaces Healthcare & Diagnostics Media & Entertainment Media & Technology Healthcare & Diagnostics B2B Services Listing LSE Main Market LSE Main Market As at 31 December 2023 Overview The Manager launched MAC III in December 2020 as an LSE markets and often into new territories and adjacent sectors. Main Market listed acquisition company. £12.5 million has MAC Alpha is currently not proposing to issue redeemable been invested by the Marwyn Funds into MAC III (of which £9.8 shares and is seeking Management Partners and transactions million is attributable to MVIL’s ordinary share class and £0.06 which can utilise its Main Market listing on the London Stock million is attributable to MVIL’s 2021 realisation share class). Exchange. In April 2022 MAC III published a prospectus in relation to a The Manager continues to progress a series of discussions 12 month placing programme for a redeemable C share class with industry-leading management teams, drawn to the (“C Shares”). The initial placing programme has subsequently flexibility of Marwyn’s model and the potential it offers to been terminated, saving on the legal and professional fees execute sector-specific buy-and-build strategies. These and management time that would be incurred in its renewal discussions, however, are often non-linear, and their timing whilst the focus remains firmly on identifying the company’s can be unpredictable. The presence of pre-existing listed Management Partners and platform acquisition. MAC III will vehicles within Marwyn’s portfolio provides a significant be able to re-issue a prospectus to enable the company to advantage, enabling the Manager to react opportunistically utilise a C share class at relatively short notice where deemed and secure top Management Partners effectively. appropriate by the Directors. It is expected that the ability to issue C shares where appropriate, alongside the existing Proposed changes to the Listing Rules may result in flexibility of the MAC structure to utilise the issuance of either fewer acquisition companies being formed in future. listed ordinary shares or unlisted B shares provides MAC As a consequence, there may be additional value in the III with a competitive advantage in securing and financing existing acquisition companies which benefit from certain attractive acquisition opportunities and bringing the best grandfathered rules. executive management back to the UK public markets. MAC Alpha, launched in December 2021, is an LSE Main Market listed acquisition company which is expected to focus on investment opportunities where a combination of management expertise, improving operating performance, freeing up cashflow for investment and implementation of a focused buy and build strategy can unlock growth in core 26 | WWW.MARWYNVALUE.COM | 27 MARWYN # Allocation of Net Asset Value ## ORDINARY SHARES ### Allocation of NAV by company at 31 December 2023 Based upon the Company's indirect investments in the Portfolio Companies through its interest in the Master Fund and MVI II LP, the Company's total NAV attributable to ordinary shareholders as at 31 December 2023 is broken down as follows: | COMPANY | TICKER | FOCUS | TOTAL VALUE (£m) | NAV/SHARE CONTRIBUTION (£) | % OF NAV | HELD BY | | --- | --- | --- | --- | --- | --- | --- | | **Quoted investments** | | | | | | | | AdvancedAdvT Limited | ADVT | Software | 15.0 | 0.27 | 15.4% | MVI II LP | | Marwyn Acquisition Company II Limited | MAC2 | Financial, Consumer, Technology | 9.8 | 0.18 | 10.0% | MVI II LP | | Marwyn Acquisition Company III Limited | MAC3 | Various | 9.8 | 0.18 | 10.0% | MVI II LP | | Zegona Communications plc | ZEG | Communications | 8.7 | 0.15 | 8.9% | MVI II LP | | 450 plc | 450 | Content, Media, Technology | 5.1 | 0.09 | 5.2% | MVI II LP | | MAC Alpha Limited | MACA | Various | 1.0 | 0.02 | 1.0% | MVI II LP | | **Unquoted investments** | | | | | | | | Silvercloud Holdings Limited (Le Chameau) | Unlisted | Luxury Goods | 27.6 | 0.50 | 28.2% | Master Fund | | Palmer Street Limited | Unlisted | Private Capital Servicing | 6.4 | 0.11 | 6.6% | MVI II LP | | **Total value** | | | **83.4** | **1.50** | **85.3%** | | | Cash | | | 21.8 | 0.39 | 22.3% | Various | | Other assets / liabilities | | | (7.5) | (0.13) | (7.6)% | Various | | **Net assets** | | | **97.7** | **1.76** | **100.0%** | | Cash is primarily held by the Master Fund ### Allocation of NAV by company at 31 March 2024 Based upon the Company's indirect investments in the Portfolio Companies through its interest in the Master Fund and MVI II LP, the Company's total NAV attributable to ordinary shareholders as at 31 March 2024 is broken down as follows: | COMPANY | TICKER | FOCUS | TOTAL VALUE (£m) | NAV/SHARE CONTRIBUTION (£) | % OF NAV | HELD BY | | --- | --- | --- | --- | --- | --- | --- | | **Quoted investments** | | | | | | | | AdvancedAdvT Limited | ADVT | Software | 20.6 | 0.37 | 20.2% | MVI II LP | | Zegona Communications plc | ZEG | Communications | 10.7 | 0.19 | 10.5% | MVI II LP | | Marwyn Acquisition Company II Limited | MAC2 | Financial, Consumer, Technology | 9.8 | 0.18 | 9.6% | MVI II LP | | Marwyn Acquisition Company III Limited | MAC3 | Various | 9.8 | 0.18 | 9.6% | MVI II LP | | 450 plc | 450 | Content, Media, Technology | 5.1 | 0.09 | 5.0% | MVI II LP | | MAC Alpha Limited | MACA | Various | 1.0 | 0.02 | 1.0% | MVI II LP | | **Unquoted investments** | | | | | | | | Silvercloud Holdings Limited (Le Chameau) | Unlisted | Luxury Goods | 28.4 | 0.51 | 27.8% | Master Fund | | Palmer Street Limited | Unlisted | Private Capital Servicing | 6.4 | 0.12 | 6.3% | MVI II LP | | **Total value** | | | **91.7** | **1.65** | **89.9%** | | | Cash | | | 19.1 | 0.34 | 18.7% | Various | | Other assets / liabilities | | | (8.8) | (0.16) | (8.6)% | Various | | **Net assets** | | | **102.1** | **1.84** | **100.0%** | | All portfolio assets are held at fair value by the Marwyn Funds in accordance with International Financial Reporting Standards. Where there is no active market for a listed investment, or where the investment is unlisted, the valuation methodologies applied are fully compliant with International Private Equity and Venture Capital valuation guidelines as updated. 28 | # Allocation of Net Asset Value ## 2016 REALISATION SHARES ### Allocation of NAV by company at 31 December 2023 Based upon the Company's indirect investments in the Portfolio Companies through its interest in the Master Fund, the Company's total NAV attributable to 2016 realisation shareholders as at 31 December 2023 is broken down as follows: | COMPANY | TICKER | FOCUS | TOTAL VALUE (£m) | NAV/SHARE CONTRIBUTION (£) | % OF NAV | HELD BY | | --- | --- | --- | --- | --- | --- | --- | | *Quoted investments* | | | | | | | | Zegona Communications plc | ZEG | Communications | 0.2 | 0.22 | 5.4% | Master Fund | | *Unquoted investments* | | | | | | | | Silvercloud Holdings Limited (Le Chameau) | Unlisted | Luxury Goods | 2.4 | 3.51 | 85.6% | Master Fund | | **Total value** | | | **2.6** | **3.73** | **91.0%** | | | Cash | | | 0.8 | 1.12 | 27.4% | Various | | Other assets / liabilities | | | (0.6) | (0.75) | (18.4)% | Various | | **Net assets** | | | **2.80** | **4.10** | **100.0%** | | ### Allocation of NAV by company at 31 March 2024 Based upon the Company's indirect investments in the Portfolio Companies through its interest in the Master Fund, the Company's total NAV attributable to 2016 realisation shareholders as at 31 March 2024 is broken down as follows: | COMPANY | TICKER | FOCUS | TOTAL VALUE (£m) | NAV/SHARE CONTRIBUTION (£) | % OF NAV | HELD BY | | --- | --- | --- | --- | --- | --- | --- | | *Quoted investments* | | | | | | | | Zegona Communications plc | ZEG | Communications | 0.2 | 0.27 | 6.5% | Master Fund | | *Unquoted investments* | | | | | | | | Silvercloud Holdings Limited (Le Chameau) | Unlisted | Luxury Goods | 2.4 | 3.51 | 85.6% | Master Fund | | **Total value** | | | **2.6** | **3.78** | **91.5%** | | | Cash | | | 0.8 | 1.10 | 26.8% | Various | | Other assets / liabilities | | | (0.5) | (0.75) | (18.3)% | Various | | **Net assets** | | | **2.8** | **4.12** | **100.0%** | | WWW.MARWYNVALUE.COM | 29 MARWYN # Allocation of Net Asset Value ## 2021 REALISATION SHARES ### Allocation of NAV by company at 31 December 2023 Based upon the Company's indirect investments in the Portfolio Companies through its interest in the Master Fund, the Company's total NAV attributable to 2021 realisation shareholders as at 31 December 2023 is broken down as follows: | COMPANY | TICKER | FOCUS | TOTAL VALUE (£m) | NAV/SHARE CONTRIBUTION (£) | % OF NAV | HELD BY | | --- | --- | --- | --- | --- | --- | --- | | *Quoted investments* | | | | | | | | AdvancedAdvT Limited | ADVT | Software | 0.09 | 0.26 | 13.6% | Master Fund | | Marwyn Acquisition Company II Limited | MAC2 | Financial, Consumer, Technology | 0.06 | 0.17 | 8.9% | Master Fund | | Marwyn Acquisition Company III Limited | MAC3 | Various | 0.06 | 0.17 | 8.9% | Master Fund | | Zegona Communications plc | ZEG | Communications | 0.06 | 0.15 | 7.8% | Master Fund | | 450 plc | 450 | Content, Media, Technology | 0.03 | 0.09 | 4.6% | Master Fund | | *Unquoted investments* | | | | | | | | Silvercloud Holdings Limited (Le Chameau) | Unlisted | Luxury Goods | 0.17 | 0.48 | 25.0% | Master Fund | | **Total value** | | | **0.47** | **1.32** | **68.8%** | | | Cash | | | 0.26 | 0.73 | 37.7% | Various | | Other assets / liabilities | | | (0.03) | (0.12) | (6.5)% | Various | | **Net assets** | | | **0.70** | **1.93** | **100.0%** | | ### Allocation of NAV by company at 31 March 2024 Based upon the Company's indirect investments in the Portfolio Companies through its interest in the Master Fund, the Company's total NAV attributable to 2021 realisation shareholders as at 31 March 2024 is broken down as follows: | COMPANY | TICKER | FOCUS | TOTAL VALUE (£m) | NAV/SHARE CONTRIBUTION (£) | % OF NAV | HELD BY | | --- | --- | --- | --- | --- | --- | --- | | *Quoted investments* | | | | | | | | AdvancedAdvT Limited | ADVT | Software | 0.13 | 0.36 | 17.7% | Master Fund | | Zegona Communications plc | ZEG | Communications | 0.07 | 0.19 | 9.1% | Master Fund | | Marwyn Acquisition Company II Limited | MAC2 | Financial, Consumer, Technology | 0.06 | 0.17 | 8.4% | Master Fund | | Marwyn Acquisition Company III Limited | MAC3 | Various | 0.06 | 0.17 | 8.4% | Master Fund | | 450 plc | 450 | Content, Media, Technology | 0.03 | 0.09 | 4.4% | Master Fund | | *Unquoted investments* | | | | | | | | Silvercloud Holdings Limited (Le Chameau) | Unlisted | Luxury Goods | 0.18 | 0.50 | 24.4% | Master Fund | | **Total value** | | | **0.53** | **1.47** | **72.4%** | | | Cash | | | 0.26 | 0.72 | 35.7% | Various | | Other assets / liabilities | | | (0.06) | (0.16) | (8.1)% | Various | | **Net assets** | | | **0.73** | **2.03** | **100.0%** | | 30 | WWW.MARWYNVALUE.COM | 31 ## Environmental, Social and Governance ESG and our Investments The Marwyn Trust The Company’s investments comprise predominantly The Marwyn Trust was formed in 2009 by Marwyn’s of listed acquisition companies (with listings on the partners and was established to make donations from Main Market and quotations on AIM), a number of Marwyn and associated companies and individuals which are yet to acquire platform targets, alongside to charitable institutions at the discretion of the two non-listed investments. Marwyn will continue to trustees. The Trust has recently donated to charitable support the portfolio companies as they adjust to the institutions working with the underprivileged and evolving regulatory and legislative ESG landscape as it in the fields of education, healthcare, economic applies both before and after the completion of their development and supporting individuals in the platform acquisitions. arts profession. ESG at the Manager During 2023, The Marwyn Trust continued to build We are a small team, and our people are fundamental on its longstanding relationship with the Sumbandila to our business. We are committed to providing Scholarship Trust (“Sumbandila”). an inclusive and collaborative place to work where people are recognised and rewarded for delivering on Sumbandila provides full scholarships to private our strategic ambitions and values (including sound schools, as well as an educational outreach program to and effective risk management) and incorporating children living in rural areas in South Africa. This aims measures to avoid conflicts of interest and excessive to transform the lives of underprivileged children, risk taking. Our incentive scheme ensures that the creating entrepreneurs and leaders who will make team are aligned with the Company’s shareholders, significant contributions to the future of South Africa. whilst providing an incentive that allows us to hire and Marwyn management have built strong relationships retain the best talent. with Sumbandila, with the partners having taken numerous trips to visit the charity in South Africa. Our dynamic team includes people with a range of qualifications, backgrounds, and expertise. We have a highly qualified team and foster a culture of continued learning and development to keep our team at the forefront of market practices. The health and wellbeing of our team is imperative. Alongside encouraging a work-life balance, we have an on-site gym offering personal training sessions and support sporting pursuits. We are mindful of our place in the communities in which we work and live and encourage our team to contribute and give back. Our partners work with a handful of schools in North London, providing students with presentations on what a job in investment management entails, as well as one- on-one mentoring, interview practice and work experience at the Manager. We also operate the Marwyn Trust which provides financial support to charities both in the UK and further afield. 32 | ## Environmental, Social and Governance ## The Marwyn Trust WWW.MARWYNVALUE.COM | 33 ## Capital Distributions, NAV and Discount ## Management As is common to many investment companies, the Company’s shares have typically traded at a discount to their underlying NAV. The average discount to NAV of the Company’s ordinary shares during the year was 47.05%, compared to the equivalent 37.4% average in the prior year. The discount range was 42.3% to 54.3%. The Company has a range of features and policies that the Board believes act to mitigate the overall discount level: Dividend Policy: the Company currently pays an annual dividend of 9.06p per ordinary share, paid in equal quarterly installments, which equates to a dividend yield of over 11.2% based on the Company’s ordinary share price as at 31 December 2023. Profit Distribution Policy: the Company currently distributes 50% of investment profits as and when realised to ordinary shareholders, to the extent this has not been returned already through dividends or buy-backs. Further information on these policies is provided below. Realisation Classes: every five years the Company allows ordinary shareholders to convert their shares into a new series of realisation shares. On disposal of an investment, save for reasonable working capital requirements, all proceeds are returned directly to shareholders allowing them to ultimately receive 100% of the underlying NAV. The next Realisation Class offer is scheduled to be made available to ordinary shareholders in November 2026. The Board believes that the combination of these measures provides shareholders with potentially substantial returns of capital as demonstrated by the data below. Realisation Share Performance For the year ended 31 December 2023 | Realisation | | Ticker | Period | | Inception to | | | TSR from | | | Nav | Net | | NAV | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | 12 | | | 13 | | | | | | | | | | | Class | | TSR | | date TSR | | | creation | | | per | Assets | distributed | | | | | | | | | | | | | | 14 | | | | | 15 | | | | | | | | | | of Class | | | share | | SINCE INCEPTION | | | | | 2016 | MVIR | +5.0% | | | +204.3% | | | +4.7% | | 409.6p | £2.8m | | 89.4% | | | | 2021 | MVR2 | +4.2% | | | +193.1% | | | +8.6% | | 193.0p | £0.7m | | 0.0% | | Capital Returns and Distributions Since Inception Realisation Ordinary Shares Combined Classes Dividends Capital Total Total Capital Dividends Capital Total Since and returns distributions returns and returns inception 16 buybacks buybacks £63.3m £25.9m £89.2m £16.4m £63.3m £42.3m £105.6m 12 For the realisation share classes, shareholder total return is calculated as the movement in total shareholder value, including all distributions made to realisation shareholders over the relevant period. 13 Realisation Class inception to date is calculated based on the ordinary share performance up to the date the ordinary shares were converted to the relevant Realisation Class, then shareholder total return of the relevant Realisation Class from that date. 14 Realisation Class shareholder total return from creation of class represents total shareholder return for the relevant class from the date that ordinary shares were converted to realisation shares for each class. 15 Calculated as total distributions as a percentage of Net Assets on creation of each class. 16 Includes the dividend paid to ordinary shareholders in February 2024. 34 | # Capital Distributions, NAV and Discount Management ## Ordinary Share Distribution Policy The Company's Ordinary Share Distribution Policy is comprised of two parts: ### 1. Minimum annual return #### Policy The Company will deliver a minimum annual return to shareholders by making distributions in each quarter. Pursuant to the Ordinary Share Distribution Policy, in each year the Minimum Annual Distribution will be maintained or grown on a pence per share basis. In circumstances where the Board decides to make a dividend payment which cannot be funded by income received by the Master Fund or MVI II LP, the Master Fund may make distributions from the capital attributable to ordinary share interests to enable the Company to meet its obligations. Any distribution of the minimum annual return may be made by way of: - (i) repurchases of ordinary shares; - (ii) by payment of dividends; or - (iii) a combination of both. #### Implementation Following consultations with the Company's significant shareholders on the implementation of this policy, the Board determined that, from the start of 2021, the most suitable method to satisfy the minimum distribution was through the payment of dividends rather than through share repurchases. Interim dividends of 2.265p per ordinary share were paid in February, May, August, and November 2023, each being a total payment of £1,256,857. These payments have continued in 2024, with an interim dividend of 2.265p per ordinary share paid in February 2024. ### 2. Returns following Net Capital Gains #### Policy Where the Master Fund or MVI II LP disposes of an asset for a Net Capital Gain and the Company has not already returned to ordinary shareholders an aggregate amount since 19 November 2013 in excess of 50 per cent of that gain and any previous such gains pursuant to the Ordinary Share Distribution Policy (Minimum Annual Distribution payments referred to above are treated as if they had been returns of gains for this purpose), the Master Fund will distribute the difference to the Company. The Company will, in turn, make a corresponding distribution to ordinary shareholders by way of tender offers, share repurchases or other returns of capital and distributions. Any share repurchases may alternatively be made by the Master Fund and cancelled using the Exchange Procedure described in the Company's prospectus dated 19 October 2016. Returns following a Net Capital Gain may also be made by way of an extraordinary distribution, where applicable, by adding such amount to the next proposed quarterly dividend (if any), where doing so would not result in a delay as compared to declaring an extraordinary distribution. The balance of any Profitable Realisation, after the payment of any incentive allocation, will be retained in the Master Fund and available for new and follow-on investments and to meet the Master Fund's reasonable working capital requirements, although all or part of the balance may be used to augment distributions under the Ordinary Share Distribution Policy. There is no adjustment, or offset, of any Net Capital Gains for any investments realised at a loss. #### Implementation Since the last distribution of Net Capital Gains made under this section 2 of the Ordinary Share Distribution Policy following the disposal of the investment in Entertainment One, a total of over £51.5 million has been returned to ordinary shareholders (including the February 2024 dividend) compared to realised gains attributable to ordinary shareholders totaling £34.2 million (50% of which is £17.1 million). Accordingly, the Company has, to date, distributed £34.4 million in excess of what would be required under this policy, and realised gains attributable to ordinary shareholders in excess of £68.8 million will be needed before any return on a Profitable Realisation is made. Since implementation in November 2013, over £78.5 million has been returned to shareholders under the Ordinary Share Distribution Policy. For the avoidance of doubt, the Company's Ordinary Share Distribution Policy applies only to the ordinary shares. The 2016 realisation shares and 2021 realisation shares carry no rights to participate in the Company's Ordinary Share Distribution Policy. WWW.MARWYNVALUE.COM | 35 ## Fund Structure and Investment Policy The Master Fund has invested in a second master Status and Activities fund, MVI II LP, a private equity fund structure The Company is a closed-ended investment company through which the majority of the Master Fund’s registered by way of continuation in the Cayman investments attributable to ordinary shareholders Islands (registered number MC-228005). The rights of are made. Assets attributable to the 2016 realisation shareholders are governed by Cayman law and the shareholders and 2021 realisation shareholders Articles. The rights of shareholders are governed by (each a “Realisation Pool”) are held directly by the Cayman law and the Articles. These rights may differ Master Fund. A look-through breakdown of the NAV from the rights and duties owed to shareholders in a attributable to the ordinary, 2016 realisation and 2021 company incorporated in the UK. realisation shareholders along with ownership of the assets is detailed in the Allocation of Net Asset Value The Company was admitted to trading as a closed- section of this Annual Report. ended investment company on the Specialist Fund Market (the precursor to the Specialist Fund Segment) The structure of the Marwyn Funds, as detailed in on 8 December 2008. the structure chart below has evolved since inception to provide access to a wider investor base. The Fund Structure Company was added as a feeder to the Master Fund The Company is a feeder fund which has invested to allow access to public market investors through the substantially all of its assets into limited partnership Company’s listing on the Specialist Fund Segment and interests in the Master Fund. The Company has MVI II LP was launched to provide access to private no redemption rights for its investment in the equity investor capital. Master Fund. Marwyn Value Investors Limited Listed on Specialist Fund Segment of the London Stock Exchange Ordinary 2016 Realisation 2021 Realisation Shares Shares Shares >99.9% Main 100% of 2016 100% of 2021 Partnership Realisation Pool Realisation Pool Marwyn Value Investors LP The “Master Fund” “2016 Realisation Pool”“Main Pool” “2021 Realisation Pool” | Silvercloud Holdings Limited | | | Portfolio Company | | Portfolio Company | | | --- | --- | --- | --- | --- | --- | --- | | | | ˜ 83% Ownership | | | | | | | (Le Chameau) | | | Investment | | Investment | Marwyn Value Investors II LP “MVI II LP” Portfolio Company Investment The Portfolio Company investments of MVI II LP are held by MVI II Holdings I LP, which aggregates the investments of MVI II LP and its stapled co-investment vehicle, MVI II Co-Invest LP. 36 | ## Fund Structure and Investment Policy Investment Objective The assets attributable to each Realisation Pool The investment objective of the Company is to are managed with a view to maximising investment maximise total returns primarily through the capital returns, realising investments and making appreciation of its investments. distributions to the holders of the relevant class of realisation shares as realisations are made. A Investment Policy Realisation Pool is permitted to invest cash allocated There are no investment restrictions applicable to the to it upon its creation in follow-on investments into Company or the Master Fund. existing Portfolio Companies made within three years of the creation of the Realisation Pool. Unlike the MVI II LP has the following investment restrictions: investment policy in respect of the assets relating to ordinary shareholders, cash generated on the sale ### • no investment can exceed 30% of the MVI II LP of an investment in a Realisation Pool may not be limited partners’ aggregate commitments at the re-invested and is, subject to amounts held back for time of investment; reasonable working capital requirements, distributed to the relevant class of realisation shareholders. ### • it cannot engage in derivative trading except to hedge or enhance an investment in an existing Portfolio Company Costs or prospective Portfolio Company; Entities within the Marwyn group may provide services to the Portfolio Companies indirectly invested ### • it cannot invest in any blind-pool investment in by the Company. These services include, but are not fund; and limited to, corporate finance advisory, transactional support, company secretarial, administrative and ### • it may recycle distributed capital, up to an accounting services. amount equal to 100% of the partners’ aggregate commitments, which may only be used to Fees for any services provided are negotiated and acquire assets, and not pay fees. agreed with the independent management teams operating each Portfolio Company (once appointed) The Master Fund and MVI II LP invest either directly and are in accordance with any regulatory or or indirectly into the Portfolio Companies. The Master corporate governance requirements, as applicable. Fund (with the exception of the classes attributable There is no obligation for any Portfolio Company to to realisation shareholders) and MVI II LP (during its use the services offered by the Marwyn group and investment period being five years from the final close third party service providers could be, and frequently on 31 March 2019) are permitted to make follow-on are, used. investments into the Portfolio Companies and invest in new Portfolio Companies. In the case of capital Due to the shareholdings that the Marwyn Funds have relating to the Company’s realisation shares, the in the Portfolio Companies and directorships that Master Fund is only permitted to invest cash in follow- the Marwyn principals have on their boards, Marwyn on investments in the Portfolio Companies within group entities are invariably considered to be ‘related three years of creation of a Realisation Class which parties’ to the Portfolio Companies and as such, all for the 2016 Realisation Class expired in November fees payable to Marwyn entities are fully disclosed in 2019 and for the 2021 Realisation Class runs to the Portfolio Companies’ audited accounts, with all November 2024. contracts deemed ‘significant’ also being disclosed in any Portfolio Company admission document or The Master Fund also has an express power to use prospectus. cash to acquire the Company’s shares at a discount to their NAV for cancellation. Any such acquisitions and The Portfolio Company costs indirectly borne by the cancellations will be NAV enhancing for the continuing Company are proportional to the Company’s indirect holders of ordinary shares. The use of such power is holding in each Portfolio Company. The holding in periodically reviewed by the Manager and the Board. each as at the balance sheet date is disclosed in the Look-through Portfolio Information section of this Annual Report. WWW.MARWYNVALUE.COM | 37 ## Report of the Directors ### The Directors present their Annual Report and the audited ### financial statements for the year ended 31 December 2023. TheDirectorswhoservedduringtheyear and to the date of this report were: ### Robert Ware Martin Adams CHAIRMAN SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR ### Peter Rioda Victoria Webster INDEPENDENT INDEPENDENT NON-EXECUTIVE DIRECTOR NON-EXECUTIVE DIRECTOR 38 | # Report of the Directors ## Robert Ware (Non-Executive Chairman) Committee membership: Nomination Committee – Chairman Date of appointment: 3 October 2006 Robert qualified as a member of the Institute of Chartered Accountants in England and Wales with Peat Marwick. He served as a Director of Development Securities PLC between 1988 and 1994, filling the roles of Joint Managing Director and Finance Director in the latter stage of his tenure. Robert served first as corporate development director and then as deputy chief executive of MEPC between June 1997 and June 2003. MEPC was the fourth largest property company quoted on the LSE until September 2000, when Leconport Estates, a company jointly owned by clients of Hermes Pensions Management Limited and GE Real Estate, took the company private. During his tenure at MEPC, Robert and the team realised over £6 billion of international properties and invested over £2 billion, mainly in the UK. Prior to joining MEPC, Robert served as a director of Development Securities plc between 1988 and 1994. Robert is currently chief executive officer of The Conygar Investment Company PLC, an AIM quoted property investment and development company formed in 2003 by Robert and members of the ex-MEPC team. The Nomination Committee's considerations on Robert's tenure are included in the 'Nomination Committee' section of the Report of the Directors. ## Peter Rioda (Independent Non-Executive Director) Committee membership: Audit Committee – Member Nomination Committee – Member Remuneration Committee – Member Date of appointment: 9 July 2020 Peter is a qualified chartered accountant and independent non-executive director with over 25 years of industry experience who specialises in the establishment and management of alternative investment funds. He successfully established and developed Sanne Group's fund administration business between 2006 and 2016 exiting following its IPO in 2015. He has strong investment, risk management, governance and compliance skills acquired through directorships on a wide range of regulated and unregulated fund structures. Peter is the independent non-executive chairman of Marwyn General Partner II Limited (the general partner of MVI II L.P.). Marwyn General Partner II Limited is not a Marwyn operating company and is regulated by the Jersey Financial Services Commission. It is a special purpose company whose role is to act as a general partner to MVI II LP, the fund into which the ordinary shares are ultimately invested. Peter's role as an independent director of Marwyn General Partner II Limited provides him with insight on Marwyn's investment process. The Board considers that this provides increased oversight and transparency into the investment structure and enhances the role Peter plays on the Board, without impugning his independence as a Director. As such, the Board has determined him to be independent of Marwyn and any shareholders of the Company. ## Martin Adams (Senior Independent Non-Executive Director) Committee membership: Remuneration Committee – Chairman Audit Committee – Member Nomination Committee – Member Date of appointment: 8 May 2015 Martin has served for over 30 years in executive and non-executive capacities, both as chairman and director of over 20 closed-end funds and fund-invested operating companies listed on European stock exchanges; and on the boards of fund management companies. His investment experience encompasses private equity, property, infrastructure and renewables assets, predominantly in Asia and Europe. Prior to serving on the boards of listed funds, he founded Vietnam Fund Management Company, raised and managed the first institutional investment fund for Vietnam and has been involved as a director, manager or sponsor of 11 investment funds and managers in Vietnam. Martin is currently the Chairman of Eastern European Property Fund Limited and a non-executive director of National Investment and Infrastructure Fund Limited in India and Metage Funds Limited. He started his career with the Lloyds Bank group, where he was based in the UK, Hong Kong, Portugal and the Netherlands. In July 2020, Martin was appointed as Senior Independent Director of the Company. ## Victoria Webster (Independent Non-Executive Director) Committee membership: Audit Committee – Chairman Nomination Committee – Member Remuneration Committee – Member Date of appointment: 9 July 2020 Victoria is a fellow of the Institute of Chartered Accountants in England and Wales having qualified with PriceWaterhouseCoopers. She has worked in Guernsey, London and New York, specialising in the audit of alternative investment funds. Victoria is the Managing Director of a Guernsey based independent chartered accountancy and audit practice, Cleland & Co Limited, which specialises in providing a range of services to owner-managed companies and regulated entities across all sectors. WWW.MARWYNVALUE.COM | 39 ## Report of the Directors Directors’ Interests Manager The Directors’ interests in the ordinary shares of the The Manager is responsible for the implementation of Company were as follows as at 31 December 2023 the investment policy of the Company and has overall and 31 December 2022. responsibility for the management of the investments of the Company. The Manager reports to the Board | Ordinary Shares Ordinary Shares | at each quarterly Board meeting regarding the | | --- | --- | | 2023 2022 | performance of the Company’s investment portfolio, | | Robert Ware 500,000 500,000 | which provides the Board with an opportunity | | Martin Adams 40,000 40,000 | to review and discuss the implementation of the | | Peter Rioda 20,000 10,000 | investment policy of the Company. The Board | | Victoria Webster Nil Nil | reviewed and evaluated the performance of the | Manager during the year to 31 December 2023 and There has been no change in the Directors’ holdings having considered the role that the Manager performs between 31 December 2023 and the date of approval of across the Marwyn Funds, has determined that the these financial statements. Company’s continued appointment of the Manager remains appropriate. The Directors’ interests in both the 2016 realisation shares and 2021 realisation shares of the Company were The management agreement governing the nil as at 31 December 2023 (2022: nil) and to the date of Company’s appointment of the Manager allows for the the approval of these financial statements. investment strategies that the Manager may employ to be in any securities, instruments, obligations, The Board has put in place measures to ensure that guarantees, derivative instrument or property of any the requirements of MAR are adhered to by the Board, nature in which the relevant vehicle is empowered to relevant personnel at the Manager, and their respective invest and as contemplated by its investment policy. “persons closely associated” within the meaning of MAR. The Manager is entitled to a management fee, Results payable by the Company in arrears, equal to 1/12th The results attributable to the shareholders for the of 2% per month of the NAV from the Company year are shown in the Statement of Comprehensive where such investment is not in the Master Fund. Income. As the Company’s investments are all through the Master Fund, the Company does not currently pay a Share Capital management fee to the Manager and will not do so As at 31 December 2023, the Company had 55,490,360 for as long as all investments are through the ordinary shares in issue (2022: 55,490,630), 684,006 Master Fund. 2016 realisation shares in issue (2022: 933,070), and 360,482 2021 realisation shares (2022: 360,482). The Manager receives a management fee from the Master Fund, payable monthly in arrears, equal to Directors’ Remuneration 1/12th of 2% of the NAV before management fees and The emoluments of the individual incentive allocations in respect of Class F, Class R(F)1, Directors for the year were as follows: Class R(G)1 and Class R(F)2 interests of the Master Fund into which the Company invests. From 2023 2022 30 November 2018, being two years after the creation £ £ of the 2016 Realisation Pool, the management fee on Robert Ware 50,000 50,000 the 2016 realisation share interests (being Classes Martin Adams 45,000 45,000 R(F)1 and R(F)2) is calculated by reference to NAV Peter Rioda 35,000 35,000 before management fees and incentive allocation less Victoria Webster 35,000 35,000 the aggregate value of cash and near cash investments 165,000 165,000 attributable to the realisation share interests. From 30 November 2023, being two years after the creation of Directors’ fees are paid directly from the Master Fund. the 2021 Realisation Pool, the same calculation applied The above fees do not include reimbursed out-of-pocket to the management fee on the 2021 realisation expenses. share interests. 40 | ## Report of the Directors The Manager may, at its discretion, pay from the management fee to any person to which it has delegated any of the functions it is permitted to delegate. Aztec Financial Services (Jersey) Limited as administrator to the Master Fund, calculates the management fee payable to the Manager by the Master Fund. The Manager is also entitled to reimbursement of certain expenses incurred by it in connection with its duties. The Company does not pay any management fee or carried interest charge as a result of its indirect investment in MVI II LP through the Master Fund. Incentive Allocation Incentive allocations are due from the Master Fund in respect of interests in Class F, Class R(F)1, Class R(G)1 and Class R(F)2 into which the Company invests. These incentive allocations are only payable on returns being made to shareholders as disclosed in Part II, section 6 of the Company’s most recent prospectus dated 19 October 2021. This prospectus is available on the Company’s website at https://www.marwynvalue. com/company-information/documents. The incentive allocations are deducted from the Gross Asset Value of the Master Fund in deriving the NAV. The NAV is used to calculate the value of the Company’s holding in the Master Fund. WWW.MARWYNVALUE.COM | 41 ## Report of the Directors Substantial Shareholdings At 31 December 2023 the Company was aware of the following interests in 3% or more of the total voting rights of the Company. PERCENTAGE OF NUMBER OF SHARES TOTAL VOTING RIGHTS Marwyn Management and Employees 6,315,440 11.17 of which, individual holding above 3% | Marwyn Long Term Incentive LP | 4,675,438 | 8.27 | | --- | --- | --- | | Other shareholders holding less than 3% | 1,640,002 | 2.90 | | Armstrong Investments Limited | 11,835,000 | 20.93 | | Pula Investments Limited | 4,500,000 | 7.96 | | Cenkos CI Limited | 3,907,785 | 6.91 | | 1607 Capital Partners, LLC | 3,864,953 | 6.84 | | Barclays Converted Investments No 2 Limited | 3,409,090 | 6.03 | | Octopus Investments Limited | 2,740,000 | 4.85 | | Charles Stanley & Co | 2,437,566 | 4.31 | | Premier Fund Managers Limited | 2,353,433 | 4.16 | | Quai Trustees Limited | 1,772,613 | 3.14 | At 31 March 2024 the Company was aware of the following interests in 3% or more of the total voting rights of the Company. PERCENTAGE OF NUMBER OF SHARES TOTAL VOTING RIGHTS Marwyn Management and Employees 6,875,440 12.16 of which, individual holding above 3% | James Corsellis | 5,728,311 | 10.13 | | --- | --- | --- | | Other shareholders holding less than 3% | 1,147,129 | 2.03 | | Armstrong Investments Limited | 11,600,000 | 20.52 | | Pula Investments Limited | 4,500,000 | 7.96 | | Cenkos CI Limited | 3,912,128 | 6.92 | | 1607 Capital Partners LLC | 3,841,963 | 6.80 | | Barclays Converted Investments No 2. Limited | 3,409,090 | 6.03 | | Octopus Investments Limited | 2,740,000 | 4.85 | | Charles Stanley & Co | 2,281,616 | 4.04 | | Quai Trustees Limited | 1,788,568 | 3.16 | 42 | ## Report of the Directors Auditor reflect those principles of good corporate governance Baker Tilly Channel Islands Limited (“BTCI”) was that are appropriate to the Company’s size and appointed by shareholder resolution at the first AGM status as an investment company and are in line with following their appointment on 3 December 2020. the best practices in relation to matters affecting shareholders, communities, regulators and other BTCI has expressed its willingness to continue to act stakeholders of the Company. as auditor to the Company and a resolution for its re-appointment will be proposed at the forthcoming The Company is a member of the AIC and the Board AGM. Audit fees for the year ended 31 December has considered the principles and recommendations 2023 for the Company total £29,730. No qualifying of the AIC Code. non-audit services, as contemplated in the FRC Ethical standards for Auditors, were provided by BTCI for The AIC Code sets out a framework of best practice in the Company or any of the Company’s associated respect of the governance of investment companies. underlying fund entities in the year. It has been endorsed by the UK Financial Reporting Council. The AIC Code is available on the AIC’s website The Audit Committee does not have any reason to (www.theaic.co.uk). believe that BTCI did not conduct an effective audit. The Board considers that reporting against the Expenses principles and provisions of the AIC Code provides the All Company-related expenses are paid by the Master most relevant information to shareholders given that Fund and allocated to the relevant Master Fund class the Company is an externally managed investment interest as described in Note 3.8 to the financial company. statements. Apart from establishing an internal audit function A summary of costs ultimately incurred by both the and complying with the requirements for the Board ordinary shareholders and realisation shareholders composition and the re-election of the Directors as is included in the ‘Key Information Documents’, set out in this report, the Company has complied with located on the ‘Documents’ section of the Company’s the principles and provisions of the AIC Code. website at https://www.marwynvalue.com/company- information/documents. Board Composition and Meetings The Chairman, Robert Ware, is not considered to be The Board, alongside the Manager, regularly review independent due to his tenure as Chairman and him the structure, operations and costs of the Company having interests in, and having other directorships and the wider fund group to ensure that the structure within, the Marwyn group. As detailed more fully remains appropriate for the ongoing business whilst in the ‘Nomination Committee’ section later in the striving to improve operational efficiency and Report of the Directors, the Nomination Committee manage costs. believes that Robert’s high level and range of business knowledge, financial experience and integrity enables Annual General Meeting him to provide clear and effective leadership and, The notice of the AGM will be issued separately to in conjunction with his fellow Directors, proper shareholders in due course. stewardship of the Company. The Company’s independent non-executive Directors are of the Corporate Governance view that Robert’s position as Chairman ensures the As a company registered in the Cayman Islands and smooth running of the business and a co-operative subject to the rules of the Specialist Fund Segment, and aligned relationship with the Manager. the Company is not required to comply with the UK Corporate Governance Code published by the Peter Rioda and Victoria Webster are considered Financial Reporting Council. to be independent in terms of their respective directorships. Whilst Martin Adams and Peter Rioda The Directors, however, recognise the importance have a beneficial interest in the Company as detailed of maintaining sound corporate governance that in the ‘Directors’ Interests’ section of this report, this meet the listing requirements and so seek to ensure is not considered to impugn on their independence, | that the Company adopts a framework for corporate | and serves to further align the interests of the | | | | --- | --- | --- | --- | | governance, including policies and procedures which | Directors with those of shareholders. | | | | | | WWW.MARWYNVALUE.COM | \| 43 | ## Report of the Directors Martin Adams is the Company’s senior independent control is maintained over the Company’s affairs. director, providing a sounding board for the Chairman Regular ad hoc informal meetings are also held with and serving as an intermediary for the other Directors the Manager principally to review the performance and shareholders. He is also responsible for leading of the investments and material events affecting the the annual appraisal of the Chairman’s performance. Company. The Company Secretary is responsible From May 2024, Martin Adams will be in his ninth for distribution of board papers in a timely manner year of appointment as a Director of the Company. at least seven days prior to the Board or committee As detailed more fully in the ‘Nomination Committee’ meetings. The Board ensures that the information section later in the Report of the Directors, the received for the board or committee meetings is of Nomination Committee believes that independence is an appropriate quality to enable it to discharge its not only determined by time served on the Board and responsibilities. considers Martin Adams tenure does not affect his independence. The Directors bring both significant professional expertise in the management of funds and The Board has adopted a policy on tenure which commercial operating experience, having managed requires the Nomination Committee to annually businesses across a wide range of industries and consider the appropriateness of the tenure of the economic environments. The Board consists of a Chairman and each Director alongside the skills, majority of independent non-executive Directors. The experience and knowledge the Directors bring to Chairman, in his role of leading the Board, managing the Board, as detailed in the Nomination Committee Board meetings, and encouraging constructive section of this report. In line with the guidance challenge between Board members is central to provided by the AIC Code, the Board recognises setting the tone from the top and fostering a culture that whilst the Company should benefit from a of openness and honesty. This is mirrored in the periodic infusion of new appointments to the Board relationships the Board has developed with the (demonstrated by the 2020 appointments of Peter Company’s service providers. The Directors have Rioda and Victoria Webster), investment companies access to the advisers of the Company and where are more likely, compared to other companies, to deemed necessary to discharge their responsibilities benefit from having directors with considerably longer properly, may seek independent professional advice experience, as is the case with Robert Ware, the at the Company’s expense. Chairman and Martin Adams, the Senior Independent Director. When assessing the board composition The Board meets regularly with the Manager include continuity, self-examination and the ability throughout the year at each quarterly board meeting to do the job are all considered. and at any ad hoc Board or informal meetings held dependent on the investment activity of the funds One-third, or the nearest number to one-third, of through which the Company directly or indirectly the Directors shall retire and offer themselves for invests. The Board provides constructive challenge re-appointment at each AGM in accordance with the as well as honest and frank feedback on significant Articles, facilitating the Board’s stability and decision portfolio activity, contributing independent making ability. All Directors are re-elected at the next viewpoints and scrutiny to the investment process. AGM following their appointment and thereafter retire The Board also conveys shareholder feedback to the by rotation, subject also to the requirement that all Manager ensuring the interests of shareholders as a Directors are required to offer themselves for re- whole are a primary consideration for all investment election at least every three years. decisions. The Board-level governance arrangements and relationship with the Manager facilitate the The Board meets on a quarterly basis to consider, sustainability of the Company’s business model and among other things, the investment performance investment strategy. and associated matters, such as marketing and investor relations, risk and portfolio management, The Board evaluates its performance through the suitability of the investment policy, performance completion of annual confidential questionnaires of the share price as well as NAV performance and with the results reported to the Nomination any discount between the share price and the NAV, Committee. The Board also considers the tenure and the shareholder profile of the Company and the independence of each Director, at least annually, via performance and cost of service providers, to ensure discussions at the Nomination Committee meetings. 44 | ## Report of the Directors Culture Key Service Providers The Board is acutely aware that the Company’s culture The Board is responsible for reviewing all major needs to clearly align with the Company’s purpose, service providers of the Company annually which value, and strategy. The Company is small and, as at includes the Manager. At the Board Meeting of the the date of these financial statements, consists of four Company in December 2023, the Board assessed and Directors. The Company culture is therefore set by the reviewed the performance of all key service providers. Board and demonstrated through Board interaction The Board considers that the current arrangements and in turn the relationships the Board develops with are appropriate for the Company and the continued service providers and, in particular, the Manager. appointments of all key service providers have been approved by the Board. Remuneration plays a role in impacting the Company’s behaviour and culture. The Remuneration Committee has reviewed the Company’s remuneration policy and Director remuneration, and as a result of this review, an increase to the Director remuneration was proposed, with effect from 1 January 2024, as detailed more fully in the ‘Remuneration Committee’ section later in the Report of the Directors. This is to ensure that the remuneration is aligned with the Company’s culture, and that remuneration is at a level to attract individuals of a calibre appropriate to the Company’s future development, without compromising Director independence. Shareholder and Stakeholder Engagement The Chairman regularly meets with representatives of the Manager and is in regular communication with his fellow Directors. In addition, the Board maintains open and frequent communication with the Manager, Administrator and Broker throughout the year so that any ad hoc items for the Board’s consideration are able to be considered in a timely manner by all members of the Board. The Chair of the Audit Committee has regular communication with the auditor. The Company welcomes the views of shareholders and places great importance on communication with its shareholders. The Chairman, the Senior Independent Director and the remaining independent Directors are always available for communication with shareholders, with the Chairman and Senior Independent Director regularly meeting with the Company’s major shareholders and all shareholders have the opportunity, and are encouraged, to attend and vote at the AGMs of the Company, during which the Board and the Manager will be available to discuss issues affecting the Company. The Board is regularly informed of shareholders’ views via updates from the Manager and Broker as to meetings and other communications they may have had with shareholders. WWW.MARWYNVALUE.COM | 45 ## Report of the Directors Attendance Record: The number of meetings which each Committee member is eligible to attend is shown below along with the number of meetings held over the year or since the date of their appointment or prior to the date of their resignation. Quarterly Audit Nomination Remuneration Board Committee Committee Committee Director: Held Attended Held Attended Held Attended Held Attended Robert Ware 4 4 2 2 2 2 2 2 Martin Adams 4 4 2 2 2 2 2 2 Peter Rioda 4 4 2 2 2 2 2 2 Victoria Webster 4 4 2 2 2 2 2 2 During the year a further two ad hoc Board Committee meetings and two ad hoc Audit Committee meetings were held to deal with matters substantially of an administrative nature and these were attended by those Directors available. Whilst Robert Ware is not a member of either the Audit or Remuneration Committees, he has been invited to, and attended, each Audit Committee and Remuneration Committee meeting held in the year as a non-member. ### Board Committees • monitoring the financial reporting (including The Company uses a number of committees to cash and securities reconciliations) process and manage its operations. Each committee has formal submitting recommendations or proposals to written terms of reference, which clearly define their the Board in order to ensure the integrity of that responsibilities and are reviewed and reassessed process; for their adequacy on an annual basis. The terms of ### reference of each committee are available on the • monitoring the statutory audit of the Company’s website. Company’s annual financial statements and the performance of the Company’s auditor, taking Audit Committee into account any findings and conclusions by the The Audit Committee comprises all the independent Financial Reporting Council under article 26 (6) of non-executive Directors and meets at least twice a Regulation 538/2014 (the “Audit Regulation”); year. As Robert Ware is a chartered accountant and ### has significant investment company experience, the • reviewing and monitoring auditor independence Board values his input and so he is ordinarily invited in accordance with paragraphs 2(3), 2(4), 3 to to attend committee meetings as an observer. Victoria 8 and 10 to 12 of Schedule 1 to the Statutory Webster, a chartered accountant, is Chairman of the Auditors and Third Country Auditors Regulations Audit Committee. The Audit Committee provides 2016 (SI 2016/649) and article 6 of the Audit a forum through which the Company’s auditor has Regulation, and in particular the appropriateness access to and can report to the Board. Its functions of the provision of non-audit services to the relate to the Company only and do not apply to the issuer in accordance with article 5 of the Audit Master Fund, MVI II LP or any other vehicle. Regulation; ### The Audit Committee has no reason to consider the • informing the Board of the outcome of the auditor to be non-independent and will continue to statutory audit and explaining how the statutory review the relationship and assess independence. audit contributed to the integrity of the financial reporting process and what role the Audit The Audit Committee performs the following Committee played in that process; and functions: ### • keeping under review the adequacy and ### • selection of the statutory auditor and making effectiveness of the Company’s internal recommendations relating to the appointment financial controls and internal control and risk of the statutory auditor to the Board; management systems. 46 | ## Report of the Directors During the year, the Audit Committee met four times, and the Board consider whether the Board and its the key matters discussed included the review and committees have a balance of skills, experience, length consideration of: of service, knowledge of the Company, its diversity, how the Board works together and any other factors ### • the Audit Committee’s terms of reference relevant to the effectiveness of the Board including if including a review of the terms of reference the director or candidate being reviewed has sufficient against the requirements of the Minimum time to devote to the Company to carry out their duties Standard; effectively. ### • the Company’s annual financial statements for Should a new director join the board, then formal the year ended 31 December 2022 and interim induction training would be provided, including financial statements for the six-month period meetings with the Chairman, the Senior Independent ended 30 June 2023, including review of the RNS Director, members of the Nomination Committee, the announcements released in connection with Manager and any other relevant key advisers, prior to these accounts; their appointment in order to discuss the Company, the Manager, the responsibilities of a Director of the ### • the independence of the auditor and the Company and investment company industry matters. effectiveness of the audit; Any new Directors would also meet with the full Board ### • the Company’s policy and procedures, including at the earliest opportunity following their appointment. compliance arrangements in relation to anti- In addition, all Directors have full access to the bribery and corruption and whistleblowing; Administrator, Broker, Manager and legal counsel. ### • the Company’s cash flow and reconciliation to The Nomination Committee, on at least an annual bank statements and custody positions; basis, considers the performance of the Board, along with the tenure and independence of each Director. An ### • the need for an internal audit function; and evaluation of the performance of the Board and the Chairman was carried out in 2023 with no significant ### • cash flow management and the payment control matters identified, however the Nomination Committee processes and procedures. agreed to further consider succession planning for the Company. The Nomination Committee believes there The Audit Committee concluded that an internal audit is a suitable combination of experience, knowledge, function is not required as all of the Company’s day- and skills to operate as an effective Board. The to-day management and administrative functions are significant level of shareholder engagement from the outsourced to regulated third parties. Chairman, the Senior Independent Director and the two Independent Directors has ensured that shareholders Nomination Committee views have been fully understood by the Board and The Nomination Committee comprises all the appropriate actions have been taken. Directors, resulting in a majority of the members of the committee being independent non-executive The Nomination Committee ensures that the Company directors whilst retaining access to the knowledge and remains aligned with corporate governance best experience of Robert Ware, who chairs the committee. practices, especially with respect to the increased focus The Nomination Committee meets at least twice a on diversity. The Nomination Committee acknowledges year. Members of the Nomination Committee do not the importance of diversity, including but not limited to participate in the review of their own position, and gender as part of the effective functioning of the Board. further, Robert Ware will not chair a meeting of the Where new appointments are required, the Nomination Nomination Committee when it is dealing with the Committee will evaluate applicants to fill vacant matter of succession to the chairmanship of positions fairly, and without prejudice, applicants will be the Board. assessed on their broad range of skills, expertise and industry knowledge. The function of the Nomination Committee is to consider the appointment and re-appointment of directors. When considering the appointment and re- appointment of directors, the Nomination Committee WWW.MARWYNVALUE.COM | 47 ## Report of the Directors The Nomination Committee believes that the Board Following review and consideration of the Company’s has a range of experience, age, background and remuneration policy, the Remuneration Committee skills to help create an environment of effective recommended an increase to the Directors’ and successful decision making. The Company does remuneration, with effect from 1 January 2024, and not employ any staff. Meetings of the Nomination the Board subsequently approved the proposal Committee are held at least twice a year as a of the Remuneration Committee. The increase minimum. in the Directors’ remuneration ensures that the remuneration is aligned with the Company’s culture During the year the Nomination Committee met twice, and that the remuneration is at a level to attract the key matters discussed included the review and individuals of a calibre appropriate to the Company’s consideration of: future development, without compromising Director independence. ### • the Nomination Committee’s terms of reference; Nomination Committee’s role in evaluating ### • the annual Board and Chairman evaluations; and Directors’ Independence In determining independence of the Directors, the ### • the structure, size and composition of the Board Nomination Committee recognises the circumstances and its committees, including discussion around established by the AIC Code which are likely to impair, succession planning. or could impair, a non-executive’s independence. The Board however notes that the AIC Code also states In March 2024, in accordance with the Company’s that where any of the circumstances provided under Articles, the Nomination Committee recommended the AIC Code applies, the Board can nonetheless that Martin Adams should be put forward for re- consider the director to be independent, subject to election at the 2024 AGM. providing the relevant explanation. During the year, the Nomination Committee’s terms As part of determining independence, the Nomination of reference were reviewed and it was deemed no Committee therefore conducts a review of the changes were required. independence provisions of the AIC Code at each committee meeting for each Director and an Remuneration Committee explanation is provided for any exceptions to the AIC The Remuneration Committee comprises all the provisions on independence. The results of this review independent non-executive Directors and meets at are provided in detail below. least twice a year. As with the Audit Committee, the Board values Robert Ware’s input so he is ordinarily The Nomination Committee recognises that the invited to attend Remuneration Committee meetings. Chairman, Robert Ware, has been a Board member Members of the Remuneration Committee do not since 2006 and is not independent of the Manager but participate in the review of their own remuneration. believe that the skills and experience he brings to the Board significantly outweigh any potential conflicts The Company’s remuneration policy is to set arising from his position. Robert has served as an remuneration at a level to attract individuals of independent non-executive chairman of several listed a calibre appropriate to the Company’s future investment funds (and thus understands and respects development. An increase to the maximum aggregate the role of the Company’s independent directors); annual remuneration permitted to be paid to the he has a long relationship with the Manager and its Directors, from £200,000 to £300,000, was approved key personnel; he has intimate knowledge of the at the 2023 AGM, in accordance with the Company’s Company’s corporate history and long experience of Articles. running operating businesses such as those held in the portfolio. These rare skills and experience in the During the year the Remuneration Committee met context of the Company combine to provide Robert twice to discuss the Remuneration Committee’s terms the ability to positively enhance the interaction of reference and duties, the remuneration policy and between the independent directors and the Manager. the structure and level of remuneration of the Board. 48 | ## Report of the Directors In any situation where the Chairman is conflicted, The Nomination Committee therefore considers that or could be perceived to be conflicted, he abstains each of Martin Adams, Victoria Webster and Peter from comment and vote and, in any case, the Rioda are all independent of the Company and the independent Directors form a majority of the Board. Manager. The independent Directors are of the view that, given the structure of the Company and its management Management Engagement Committee arrangements, the Chairman is important to ensuring The Board considers that due to the Company’s the smooth operation of the business and it is in the size and its structure as a feeder fund, it would be best interests of the Company and its shareholders unnecessarily burdensome to establish a separate that Robert chairs the Company. management engagement committee. The review of the performance of, and contractual arrangements | The Nomination Committee also reviewed the | with, the Manager is undertaken by the Board. | | --- | --- | | independence of Martin Adams, given that from | However, only Directors independent of the Manager | | May 2024, Martin Adams will be in his ninth year | are involved with this review. | of appointment as a Director of the Company, and tenure is one of the circumstances identified in the Authority of the Manager AIC Code which may be construed as a potential The authority of the Manager is set out in writing impairment of his independence. Based on the in the management agreement. Under the terms of Nomination Committee’s review of Martin Adams’ the management agreement the key duties of the independence against the provisions of the AIC Manager are the negotiation of any investment into, Code, it has concluded that independence should not consolidation of or disposal of an investment, in be solely determined by time served on the Board accordance with the relevant investment policy. In and considers that Martin Adams’ tenure does not performing these services, the Manager is granted affect his independence. The Nomination Committee authority to: believes that for the Board to be effective, it should have the right combination of skills, experience and ### • give instructions to administrators and sub- knowledge which Martin Adams brings to the Board. administrators in relation to acquisitions and disposals of investments; The Nomination Committee is aware of a small number of shareholders questioning Peter Rioda’s ### • cause money to be retained in cash or placed in independence, due to his position on the board of deposit; Marwyn General Partner II Limited. Marwyn General Partner II Limited is not a Marwyn operating company; ### • negotiate contracts, agreements and other it is a special purpose company whose role is to act undertakings as may be reasonable; as a general partner to MVI II LP, the fund into which ### the ordinary shares are ultimately invested. Marwyn • instruct and appoint any advisors and specialists General Partner II Limited is regulated by the Jersey which are believed necessary or advisable for Financial Services Commission. Peter’s role as an the purposes of implementing the investment independent director of Marwyn General Partner II policy and/or managing the investments; Limited provides him with oversight of the day-to-day ### operations of the administrator, portfolio valuations • use reasonable endeavours to obtain all and capital management, access to the MVI II LP licences, permissions and consents necessary auditors and further insight into Marwyn’s investment to complete, maintain or dispose of any process, enhancing his knowledge and understanding investment; of overall fund operations. The Board considers that ### this provides increased oversight and transparency • prepare all necessary documentation and where into the investment structure and enhances the role necessary submit to the board for execution; Peter plays on the MVIL Board, without impugning his ### independence as a Director. As such, the Board has • borrow or raise monies as required; determined him to be independent of Marwyn and ### any shareholders of the Company. • assist as necessary in the valuation of unlisted investments; WWW.MARWYNVALUE.COM | 49 ## Report of the Directors ### • advise on availability and appropriate source of The procedures are designed to manage rather than funds to be utilised as distributions; eliminate risk and by their nature can only provide reasonable but not absolute assurance against ### • carry out quarterly reviews of the investment material misstatement or loss. The key procedures portfolio, or at any other time as directed by the which have been established to provide effective Company; internal controls are as follows: ### • prepare at least quarterly a report detailing The duties of managing the investments and the activities and performance of the Manager accounting are segregated: during the quarter; and ### • Aztec Financial Services (Jersey) Limited, a ### • monitor the investment policy and propose company independent of the Manager and the changes to the Board. Board, provide administrative and accounting services to Company, the Master Fund and MVI Any areas of decision making not under the authority II LP; of the Manager remain the responsibility of the Board. ### • custodian services are provided by an Statement of going concern independent party to the Master Fund and Under the relevant class agreements between the are segregated from the administrative and Company and the Master Fund, the Master Fund is accounting services provided; and required to meet the Company’s expenses and as such, the Directors consider that there is no mismatch ### • the Board reviews financial information between the Company’s assets and liabilities. produced by the Manager and Aztec as appropriate on a regular basis. The Board and the Manager regularly consider and assess the forecast cash position of the Master Fund The Company does not have an internal audit function (including a reasonably possible forecast of portfolio as all of the Company’s management functions are company investment and divestment). The Directors delegated to third parties and the Board therefore continue to believe that the Company, via the Master considers that there is no need for the Company to Fund, has sufficient resources to meet all liabilities as have an internal audit function. The Audit Committee they fall due for at least 12 months from the date of however reviews Aztec’s ISAE 3402 report annually approval of these financial statements and continue and considers any exceptions raised to assess the to adopt a going concern basis in preparing the integrity and robustness of the internal controls in financial statements. place at Aztec as the Company’s administrator. Internal control The Audit Committee has reviewed the Company’s risk The Board is responsible for establishing and management and control systems and believes that maintaining the Company’s system of internal control the controls are appropriate given the nature and size and risk management and reviewing its effectiveness. of the Company. Internal control systems are designed to meet the particular needs of the Company and the particular Financial Risk Profile risks to which it is exposed. The Company’s financial instruments comprise investments, cash and various items such as payables and receivables that arise directly from the Company’s operations. The main purpose of these instruments is the investment of shareholders’ funds into MVI LP. The main risks are detailed in Note 12 to the financial statements and in the Risk section. 50 | ## Report of the Directors Directors’ Responsibilities The Directors are responsible for preparing the financial statements in accordance with applicable law and International Financial Reporting Standards as adopted by the European Union (“IFRS”). The Directors are required to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that year and to confirm that the reports contained in these financial statements includes a fair review of the performance of the business and the position of the Company. In preparing these financial statements the Directors are required to: ### • select suitable accounting policies and apply them consistently; ### • make judgements and estimates which are reasonable and prudent; ### • state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and ### • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with Cayman law. 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 responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Each of the Directors, whose names and functions are listed on page 39, confirms that, to the best of their knowledge: ### • these financial statements, which have been prepared in accordance with IFRS, give a true and fair view of the assets, liabilities, financial position and loss of the Company; and ### • the reports contained in these financial statements includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces. So far as the directors are aware, there is no relevant audit information of which the Company’s auditor is unaware, and each director has taken all the steps that he or she ought to have taken to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. On behalf of the Board Robert Ware Victoria Webster Chairman Director 29 April 2024 29 April 2024 WWW.MARWYNVALUE.COM | 51 ## Report of the Independent Auditor ## Independent auditor’s report ## To the Members of Marwyn Value Investors Limited ### Opinion fIJYJWRNSJI \NYMWJKJWJSHJYTFGJSHMRFWPTKSJYFXXJYXTK\MNHMNYWJUWJXJSYX5> .SQNSJ\NYMTZWFZINYRJYMTITQTL^TZWUWTHJIZWJXTSNSIN[NIZFQFHHTZSYGFQFSHJXFSIINXHQTXZWJX\JWJ UJWKTWRJIYTFQT\JWYMWJXMTQIUJWKTWRFSHJRFYJWNFQNY^XTFXYTWJIZHJYTFSFHHJUYFGQJQJ[JQYMJWNXP YMFYNSIN[NIZFQQ^NRRFYJWNFQRNXXYFYJRJSYXNSNSIN[NIZFQFHHTZSYGFQFSHJXFIIZUYTFRFYJWNFQFRTZSY FHWTXXYMJKNSFSHNFQXYFYJRJSYXFXF\MTQJ 5JWKTWRFSHJRFYJWNFQNY^\FXXJYFY5>TKRFYJWNFQNY^KTWYMJKNSFSHNFQXYFYJRJSYXFXF \MTQJ\MNHMJVZFYJXYTf5>ffNSFIINYNTSYTYMTXJYMFY\FWWFSYJIWJUTWYNSLTSVZFQNYFYN[JLWTZSIX ### Conclusions relating to Going Concern .SFZINYNSLYMJKNSFSHNFQXYFYJRJSYX\JMF[JHTSHQZIJIYMFYYMJ)NWJHYTWXѣZXJTKYMJLTNSLHTSHJWS GFXNXTKFHHTZSYNSLNSYMJUWJUFWFYNTSTKYMJKNSFSHNFQXYFYJRJSYXNXFUUWTUWNFYJ 'FXJITSYMJ\TWP\JMF[JUJWKTWRJI\JMF[JSTYNIJSYNKNJIFS^RFYJWNFQZSHJWYFNSYNJXWJQFYNSLYT J[JSYXTWHTSINYNTSXYMFYNSIN[NIZFQQ^TWHTQQJHYN[JQ^RF^HFXYXNLSNKNHFSYITZGYTSYMJ(TRUFS^ѣX FGNQNY^YTHTSYNSZJFXFLTNSLHTSHJWSKTWFUJWNTITKFYQJFXYY\JQ[JRTSYMXKWTR\MJSYMJKNSFSHNFQ XYFYJRJSYXFWJFZYMTWNXJIKTWNXXZJ 4ZWWJXUTSXNGNQNYNJXFSIYMJWJXUTSXNGNQNYNJXTKYMJ)NWJHYTWX\NYMWJXUJHYYTLTNSLHTSHJWSFWJIJXHWNGJI NSYMJWJQJ[FSYXJHYNTSXTKYMNXWJUTWY ### Other Information 9MJTYMJWNSKTWRFYNTSHTRUWNXJXYMJNSKTWRFYNTSNSHQZIJINSYMJFSSZFQWJUTWYTYMJWYMFSYMJKNSFSHNFQ XYFYJRJSYXFSITZWFZINYTWXWJUTWYYMJWJTS9MJ)NWJHYTWXFWJWJXUTSXNGQJKTWYMJTYMJWNSKTWRFYNTS HTSYFNSJI\NYMNSYMJFSSZFQWJUTWY4ZWTUNSNTSTSYMJKNSFSHNFQXYFYJRJSYXITJXSTYHT[JWYMJTYMJW NSKTWRFYNTSFSIJ]HJUYYTYMJJ]YJSYTYMJW\NXJJ]UQNHNYQ^XYFYJINSTZWWJUTWY\JITSTYJ]UWJXXFS^ KTWRTKFXXZWFSHJHTSHQZXNTSYMJWJTS4ZWWJXUTSXNGNQNY^NXYTWJFIYMJTYMJWNSKTWRFYNTSFSINSITNSL XTHTSXNIJW\MJYMJWYMJTYMJWNSKTWRFYNTSNXRFYJWNFQQ^NSHTSXNXYJSY\NYMYMJKNSFSHNFQXYFYJRJSYXTW TZWPST\QJILJTGYFNSJINSYMJHTZWXJTKYMJFZINYTWTYMJW\NXJFUUJFWXYTGJRFYJWNFQQ^RNXXYFYJI.K \JNIJSYNK^XZHMRFYJWNFQNSHTSXNXYJSHNJXTWFUUFWJSYRFYJWNFQRNXXYFYJRJSYX\JFWJWJVZNWJIYT IJYJWRNSJ\MJYMJWYMNXLN[JXWNXJYTFRFYJWNFQRNXXYFYJRJSYNSYMJKNSFSHNFQXYFYJRJSYXYMJRXJQ[JX.K GFXJITSYMJ\TWPUJWKTWRJI\JHTSHQZIJYMFYYMJWJNXFRFYJWNFQRNXXYFYJRJSYTKYMNXTYMJW NSKTWRFYNTS\JFWJWJVZNWJIYTWJUTWYYMFYKFHY